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

<PAGE>

                                 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
<PAGE>

               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
<PAGE>

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
<PAGE>

                                   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