Beagleboard XM A3 + kernel 3.2.18 fails to boot


I use BB-xM A3 and compiled a kernel 3.2.18 using setup-scripts. Then
I decided to use a prebuilt rootfs

the problem is that the board simply hangs during rootfs bringup:

Welcome to The �Ångstr�öm Distribution!

Started Apply Kernel Variables [ OK ]
Started Set Up Additional Binary Formats [ OK ]
Starting Load Kernel Modules...
Starting POSIX Message Queue File System...
Starting Debug File System...
Started Huge Pages File System
[ OK ]
Starting Remount API VFS...
Starting File System Check on Root Device...
Starting udev Coldplug all Devices...
Starting udev Kernel Device Manager...
[ 19.697723] udevd[62]: starting version 182
Starting Journal Service...
Started Journal Service
[ OK ]
Starting Temporary Directory...
Started udev Kernel Device Manager
[ OK ]
Failed to start Load Kernel Modules
See 'systemctl status systemd-modules-load.service' for details.
Started POSIX Message Queue File System
[ OK ]
Started Debug File System
[ OK ]
Started Remount API VFS
[ OK ]
Started Temporary Directory
[ OK ]
Starting FUSE Control File System...
Started Configuration File System
[ OK ]
Started FUSE Control File System
[ OK ]
Started File System Check on Root Device [ OK ]
Starting Remount Root FS...
systemd-fsck[58]: rootfs: clean, 20320/241920 files, 114098/965908 blocks
Started udev Coldplug all Devices [ OK ]
[ 20.436401] EXT4-fs (mmcblk0p2): re-mounted. Opts: (null)
Started Remount Root FS [ OK ]
Starting Recreate Volatile Files and Directories...
Starting Load Random Seed...
Started Machine ID first boot configure [ OK ]
Starting Run pending postinsts...
Started Recreate Volatile Files and Directories [ OK ]
Started Load Random Seed [ OK ]

I don't like this message:
Failed to start Load Kernel Modules [FAILED]

Probably the problem is buried here? However I don't understand what I
do wrong because I compiled kernel+modules from sources that seemed to
work fine for others and the demo rootfs - probably it's broken?

Any help will be appreciated!