United States Securities and Exchange Commission Washington, DC 20549 FORM 10-QSB/A-3 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended Commission File Number December 31, 2004 000-28638 BMB MUNAI, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA ------------------------------------------------------------- (State or other jurisdiction of incorporation or organization 30-0233726 ----------------------------------- (I.R.S. Employer Identification No.) 20A Kazibek Bi Street, Almaty, 480100 Kazakhstan ------------------------------------------------ (Address of principal executive offices) +7 (3272) 58-85-17/47 --------------------------------------------------- (Registrant's telephone number, including area code) 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 [ ] State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: common stock, par value $0.001; 28,513,766 shares outstanding as of February 3, 2005. Transitional small business disclosure format (check one) Yes [ ] No [X] BMB MUNAI, INC. FORM 10-QSB/A-3 TABLE OF CONTENTS EXPLANATORY NOTE PART I -- FINANCIAL INFORMATION Item 3. Controls and Procedures.......................................3 PART II -- OTHER INFORMATION Item 6. Exhibits......................................................4 Signatures.............................................................4 2 Explanatory Note to Amendment No. 3 to Form 10-QSB 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-QSB/A-3 (this "Third Amendment") to its Quarterly Report on Form 10-QSB for the period ended December 31, 2004 originally filed with the Securities and Exchange Commission on February 14, 2005 and subsequently amended on February 16, 2005 ("First Amendment") and on October 5, 2005 ("Second Amendment"). The purpose of this Third Amendment is to replace the first paragraph of Part I, Item 3, "Controls and Procedures" of the Second Amendment to expand this disclosure to explain how management determined that the disclosure controls and procedure in place at the time of the filing of the Second Amendment were effective. This Third Amendment speaks only to the first paragraph of Part I, Item 3 of the Second Amendment and does not otherwise modify or update disclosures contained in the Second Amendment, including the nature and character of such disclosures, to reflect events occurring, or items discovered, after the filing date of the Second Amendment. 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-QSB/A-2 have been revised, re-executed and re-filed as of the date of this Form 10-QSB/A-3 and Part II, Item 6 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 I - FINANCIAL INFORMATION Item 3. 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 II - OTHER INFORMATION Item 6. 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 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned thereunto duly authorized. BMB MUNAI, INC. April 10, 2006 /s/ Boris Cherdabayev ------------------------------------------ Boris Cherdabayev, Chief Executive Officer April 10, 2006 /s/ Sanat Kasymov ------------------------------------------ Sanat Kasymov, Chief Financial Officer 4