SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2003
-----------------
BMB MUNAI, INC.
---------------
(Formerly INTERUNION FINANCIAL CORPORATION)
Delaware 87-0520294
- ---------------------------- -------------------- -----------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4121 18th Avenue
Brooklyn, New York, 11218
----------------------------------------
(Address of principal executive offices)
Tel: 718-972-6333
Fax: 718-972-9034
----------------------------------------------------
(Registrant's telephone number, including area code)
Registrant's former address:
1232 North Ocean Blvd.
Palm Beach, Florida, 33480
------------------------------
Item 1. Changes in Control of Registrant.
InterUnion Financial Corporation, a Delaware corporation, completed a statutory
merger with BMB Holding Inc., a Delaware corporation on November 25, 2003 (the
"Merger"), pursuant to a Plan and Agreement of Merger (the "Agreement").
InterUnion Financial Corporation, now known as BMB Munai, Inc. (the "Company"),
is the surviving corporation.
The Merger
- ----------
Pursuant to the terms of the Agreement, the Company issued an aggregate of
148,571,429 shares of its common stock to the shareholders of BMB Holding, Inc.
The shareholders of BMB Holding, Inc. transferred all of their shares (being all
of the issued and outstanding shares) of BMB Holding, Inc. to the Company.
1
As result, the former shareholders of BMB Holding, Inc. collectively control the
Company. Immediately following the Merger, the Company had an aggregate of
153,987,978 common shares issued and outstanding, including the 148,571,429
common shares issued pursuant to the Merger. Additional shares of the Company
have been issued as more fully described under Item 5 below.
Pursuant to Delaware Corporate Law, shareholders of each of the merging
corporations holding at least a majority of the stock entitled to vote have
approved the Merger by their written consent. As a result, the respective boards
of directors of each of the merging companies was authorized to enter into and
to take all measures required to give effect to the Merger.
Two of the shareholders of BMB Holding, Inc. were also creditors of BMB Holding,
Inc. In partial consideration for the shares of the Company issued pursuant to
the Merger, the creditors have released both the Company and BMB Holding, Inc.
from obligation to pay the respective debts.
Corporate Changes
- -----------------
Pursuant to the Merger, the Company has changed its name from InterUnion
Financial Corporation to BMB Munai, Inc. The Company has also conducted a
reverse-split of its common shares on the basis of ten old shares for one new
share (10:1).
Further, the Company has effected a reduction in its authorized capital from
500,000,000 common shares to 50,000,000 common shares. The Company is authorized
to issue preferred shares designated as Class "A," Class "B," and Class "C"
preferred shares, of which no such shares have been issued by the Company.
Pursuant to the terms of the agreement, each of the following directors of the
Company have resigned: Muriel Woodtli and Peter Prendergast. In addition, each
of T. Jack Gary and Georges Benarroch have resigned as officers of the Company.
The new board of directors of the Company consists of: Boris Cherdabayev,
Alexandre Agaian, Bakhtyev Baiseitov, Mirgali Kunayev, and Georges Benarroch.
The officers of the Company are: Mr. Anuar Kulmagambetov, Chief Financial
Officer; Mr. Boris Cherdabayev, Chief Operating Officer; Alexandre Agaian,
President and Chief Executive Officer; and Gary Lerner, Corporate Secretary.
Board of Directors and Executive Officers
- -----------------------------------------
Georges Benarroch:
Mr. Benarroch is also a Director of Credifinance Capital Corp., the Chief
Executive Officer, and Chairman of the Board of Credifinance Securities Limited,
President, Chief Executive Officer, and Chairman of the Board of Credifinance
Capital Inc.
Dr. Alexandre Agaian:
Since creating the first commercial bank in the USSR in 1988 (the Innovation
Bank of St. Petersburg), Dr. Agaian has served as Chairman or director of a
number of banks or financial institutions in Russia and the U.S.
2
Boris Cherdabayev:
Mr. Cherdabayev has participated in the Kazakhstan petroleum and energy sector
for 30. Mr. Cherdabayev has been on the board of directors or has been an
executive of companies such as TCO TengizChevroil; national oil and gas company
Kazakhoil; Uzenmunaygas; Kazakhoil-Emba; Kazakhstancaspiyshelf;
MangistauMunaiGas, Mangyshlakneft; Karakadukmunai and many other entities;
Bakhtyev Baiseitov:
Mr. Baiseitov, has participated in banking, business and political circles of
Kazakhstan. After starting his career at the State Bank of Kazakhstan and acting
as the Head of the Industrial Department of the Kazakh Republican Office of the
State Bank of the USSR, Mr. Baiseitov founded Bank CenterCredit, the first
private (cooperative) bank in the USSR of which he was and still is Chairman.
Amongst a number of other positions held in the private and public sectors, Mr.
Baiseitov is also Chairman of Kazakhstan International Bank and President of The
Banking Association of Kazakhstan;
Dr. Mirgali Kunayev:
Dr. Kunayev, a business man from Kazakhstan is the Chairman of the Board of
AralParket, a joint venture between Parker Drilling, a U.S. drilling company and
AralNedra, a Kazakh company. Dr. Kunayev was a president of
KazakhstanCaspiShelf, a state oil company. He is now on the board of directors
of Bank CenterCredit, several oil & gas services companies operating on and
offshore in the pre-Caspian basin and serves as Chairman and CEO of a U.S.
public company, EMPS Corporation.
The Business of the Company
- ---------------------------
In exchange for an aggregate of 148,571,429 common shares of the Company, the
shareholders of BMB Holding, Inc. transferred 1,000 common shares of BMB Holding
Inc. (being all of the issued and outstanding shares of BMB Holding, Inc.) to
the Company. The assets of BMB Holding, Inc consist of a 70% ownership in Emir
Oil, LLC, a limited liability company existing under the laws of Kazakhstan.
Emir Oil, LLC holds an exploration license and government contract with respect
to certain oil and gas fields located in Kazakhstan.
The Company plans to focus operations onshore in proven oil and gas producing
areas of the Caspian Sea region of Western Kazakhstan. The Akasz, Doninnoe and
Emir fields to be developed are located 50 kilometres (approximately 35 miles)
northeast of the Caspian port city of Aktau in the Manigstau oblast of western
Kazakhstan. The Company plans to commence development of Dolinnoe and Emir oil
fields and then to phase in development of the Akasz gas field.
Item 5. Other Events
- --------------------
The Financing
- -------------
As a condition of the Merger, the Company was obligated to secure equity
financing of at least $3,000,000. Credifinance Securities Limited (the "Agent")
assisted in the financing of the Company. Pursuant to an Agency Agreement
between the Company and the Agent, the Company has issued an aggregate of
3
4,430,494 common shares of the Company via private placement. These shares were
issued in two transactions each of which closed on November 26, 2003. The first
private placement consisted of an aggregate of 2,750,494 common shares at US
$2.15 per share. The second private placement consisted of an aggregate of
1,680,000 shares at US $2.50 per share. The Agent received a commission equal to
8.5% of the gross proceeds received by the issuer other than for shares issued
to US Persons. In addition, the Agent received Agent's Warrants equal to 10% of
the number of shares sold on behalf of the Company. Further, on November 19,
2003, the Company entered into two (2) stock option agreements with the Agent.
Pursuant the first option agreement, the Agent may purchase up to two million
(2,000,000) common shares of the Company at an exercise price of $0.10 per
shares for a period of five (5) years from the date of the Merger. The second
option agreement allows the Agent to purchase up to one million, four hundred
twenty eight thousand, five hundred and seventy one (1,428,571) common shares of
the Company at an exercise price of $0.35 per share for a period of five (5)
years from the date of the Merger. The agent also received a fee of $150,000 for
advisory services rendered to the Company in connection with the Merger.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BMB MUNAI, INC.
December 10, 2003 /s/ Gary Lerner
- ------------------ ------------------------
Date Gary Lerner
Secretary
Exhibits: 2.1 Plan and Agreement of Merger
10.1 Agency Agreement
99 Press Releases