United States Securities and Exchange Commission Washington, DC 20549 FORM 10-KSB/A-3 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-3 TABLE OF CONTENTS Page EXPLANATORY NOTE PART II Item 8A. Controls and Procedures 3 PART III Item 13. Exhibits 4 Signatures 4 2 Explanatory Note to Amendment No. 3 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. 3 on Form 10-KSB/A-3 (this "Third 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") and Form 10-KSB/A-2 filed on April 11, 2006 ("Second Amendment"). The purpose of this Third Amendment is to include the entire text of Part II, Item 8A, "Controls and Procedures" in this Third Amendment. This Third Amendment speaks only to Part II, Item 8A of the original report and subsequent amendments and does not otherwise modify or update disclosures contained in the original report or subsequent amendments, including the nature and character of such disclosures, to reflect events occurring, or items discovered, after the filing date of the original report and subsequent amendments. As a result of this Third 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-2 have been revised, re-executed and re-filed as of the date of this Form 10-KSB/A-3 and Item 13 hereof has been accordingly amended. We have not updated other information contained in the Second Amendment in this Third Amendment. Therefore, you should read this Third Amendment together with any other reports and documents that update and supersede some of the information contained in this Third 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)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms and that such information is accumulated and communicated to management, including the Certifying Officers as appropriate, to allow timely decisions regarding required disclosure. As a result of a normal periodic review of our financial statements by the staff of the Securities and Exchange Commission, management determined on July 12, 2005 that the amount due to the Government of Kazakhstan was not a liability of the Company and should be removed from our consolidated balance sheet. We are, therefore, restating our consolidated balance sheet and statement of cash flows as of and for the year ended March 31, 2004 and our consolidated balance sheets for the quarters ended June 30, 2004, September 30, 2004 and December 31, 2004 to correct an error in our accounting for a liability we will be required to repay to the Government of the Republic of Kazakhstan in the event we are granted commercial production rights. 3 Previously, we treated this obligation as a long-term liability. The primary effect of this restatement resulted in the Company reducing its long-term asset "Oil and Gas Properties" by $5,994,745 and removing the long-term liability "Due to the Government of Kazakhstan" of $5,994,745 from its consolidated balance sheet. This restatement also had the effect of reducing Non Cash Transactions for "Obligations to the Government of Kazakhstan for Contributed Oil and Gas Properties" by $5,994,745 on the Company's Consolidated Statement of Cash Flows. This restatement does not have any impact on net loss or net loss per common share. Please refer to Note K of the accompanying consolidated financial statements for additional information. In light of our decision to restate our financial statements, we carried out an evaluation in accordance with Exchange Act Rules 13a-15 and 15d-15 and under the supervision and with the participation of management, including our Certifying Officers, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Certifying Officers concluded that, due to the restatement discussed above, our disclosure controls and procedures were not effective as of end of the period covered by this report. Changes in Internal Controls Following the discovery of this error in July 2005, we have made changes to our internal controls over financial reporting to implement new policies requiring our internal accounting staff to receive ongoing training on accounting for oil and gas properties in accordance with generally accepted accounting principles in the United States. Management believes this will prevent recurrence of future errors of this nature and strengthen our internal controls over financial reporting. 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 4 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: June 16, 2006 /s/ Boris Cherdabayev -------------------------------------- Boris Cherdabayev, Chief Executive Officer and Director Date: June 16, 2006 /s/ Sanat Kasymov -------------------------------------- Sanat Kasymov, Chief Financial Officer Date: June 16, 2006 /s/ Georges Benarroch -------------------------------------- Georges Benarroch, Director Date: June 16, 2006 /s/ Troy Nilson -------------------------------------- Troy Nilson, Director Date: June 16, 2006 /s/ Stephen Smoot -------------------------------------- Stephen Smoot, Director Date: June 16, 2006 /s/ Valery Tolkachev -------------------------------------- Valery Tolkachev, Director 5