United States Securities and Exchange Commission Washington, DC 20549 FORM 10-KSB/A-2 Annual Report under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File Number March 31, 2004 000-28638 BMB MUNAI, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE ------------------------------------------------------------ (State or other jurisdiction of incorporation or organization 30-0233726 ------------------------------------ (I.R.S. Employer Identification No.) 20A Kazibek Bi Street, Almaty, Kazakhstan 480100 ------------------------------------------------ (Address of principal executive offices) +7 (3272) 58-85-17/47 --------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock $0.001 Par Value. Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Indicate by check mark whether the registrant is an accelerated filer. YES [ ] NO [X] The registrant's revenues for its most recent fiscal year: $-0- The aggregate market value of the voting stock held by non-affiliates based on the average bid and ask prices of such stock on March 31, 2004 was approximately $22,574,791. As of March 31, 2004, the registrant had 20,429,422 shares of its $.001 par value common stock outstanding. Transitional small business disclosure format (check one) Yes [ ] No [X] DOCUMENTS INCORPORATED BY REFERENCE: Form 8-K, as amended, filed on February 17, 2004 BMB MUNAI, INC. FORM 10-KSB/A-2 TABLE OF CONTENTS Page EXPLANATORY NOTE............................................................3 PART II Item 8A. Controls and Procedures............................................3 PART III Item 13. Exhibits...........................................................4 Signatures....................................................4 2 Explanatory Note to Amendment No. 2 to Form 10-KSB In response to a comment raised by the staff of the Securities and Exchange Commission, BMB Munai, Inc., is filing this Amendment No. 2 on Form 10-KSB/A-2 (this "Second Amendment") to its Annual Report on Form 10-KSB for the year ended March 31, 2004 originally filed with the Securities and Exchange Commission on June 29, 2004, as amended on Form 10-KSB/A-1 filed on October 5, 2005 ("First Amendment"). The purpose of this Second Amendment is to replace the first paragraph of Part II, Item 8A, "Controls and Procedures" of the First Amendment to expand the disclosure to explain how management determined that the disclosure controls and procedure in place at the time of the filing of the First Amendment were effective. This Second Amendment speaks only to the first paragraph of Part II, Item 8A of the First Amendment and does not otherwise modify or update disclosures contained in the First Amendment, including the nature and character of such disclosures, to reflect events occurring, or items discovered, after the filing date of the First Amendment. As a result of this Second Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to our Form 10-KSB/A-1 have been revised, re-executed and re-filed as of the date of this Form 10-KSB/A-2 and Item 13 hereof has been accordingly amended. We have not updated other information contained in the First Amendment in this Second Amendment. Therefore, you should read this Second Amendment together with any other reports and documents that update and supersede some of the information contained in this Second Amendment. PART II Item 8A. Controls and Procedures Our chief executive officer and our chief financial officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15 and Rule 15d-15(e)). Such officers have concluded (based upon their evaluations of these controls and procedures, as more fully discussed in the following paragraphs, as of the end of the period covered by this amended report) that our disclosure controls and procedures are effective as of the date this amended report is filed to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure. During the period from the time the original report was filed to the time we filed this amended report, we have developed certain internal financial reporting policies and procedures such as thorough review for compliance with requirements by completing appropriate checklists, which to the best of our knowledge and understanding proved to be effective as of filing of this amended report thus, making us, as the management, believe that disclosure controls and procedures are effective as well. 3 PART III Item 13. Exhibits Exhibits. The following exhibits are included as part of this report: Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf, thereunto duly authorized. BMB MUNAI, INC. Date: April 10, 2006 /s/ Boris Cherdabayev ------------------------------------------ Boris Cherdabayev, Chief Executive Officer and Director Date: April 10, 2006 /s/ Sanat Kasymov ------------------------------------------ Sanat Kasymov, Chief Financial Officer Date: April 10, 2006 /s/ Georges Benarroch ------------------------------------------ Georges Benarroch, Director Date: April 10, 2006 /s/ Troy Nilson ------------------------------------------ Troy Nilson, Director Date: April 10, 2006 /s/ Stephen Smoot ------------------------------------------ Stephen Smoot, Director Date: April 10, 2006 /s/ Valery Tolkachev ------------------------------------------ Valery Tolkachev, Director 4