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

<PAGE>

                                 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
<PAGE>

               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
<PAGE>

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