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POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

January 19, 2016

H. Roger Schwall

Assistant Director

Official of Natural Resources

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Re:

BMB Munai, Inc.

Form 8-K

Response Dated December 23, 2015

File No.: 001-33034

Dear Mr. Schwall:

At the request of the management of BMB Munai, Inc., (the “Company” or “BMBM”) we are responding to comments raised by the staff (the “Staff”) at the Securities and Exchange Commission (the “Commission”) in your letter dated January 12, 2016.

We have incorporated the Staff’s comments into this letter in bold italics and the Company’s responses are set forth below.

Overview, page 5

1.

We note your response to our prior comment 2.  Please expand your disclosure to identify the intermediary.

The Company proposes to amend the Form 8-K by removing in its entirety the third paragraph under the heading “Form 10-Item 1. Business”, “Overview” on page 5 of the Form 8-K and replacing it with the following:

 POULTON & YORDAN

TELEPHONE: 801-355-1341

 324 SOUTH 400 WEST, SUITE 250

FAX: 801-355-2990

 SALT LAKE CITY, UTAH 84101

POST@POULTON-YORDAN.COM

Mr. H. Roger Schwall

Securities and Exchange Commission

January 19, 2016

Page 2

“We believe the Freedom Companies serve an emerging capitalistic and investing segment of the economies of Russia and Kazakhstan that is interested in saving, investing, and diversifying risk through foreign investment. Under the existing regulatory regimes in Russia and Kazakhstan, Freedom RU and Freedom KZ are limited in their ability to grant their customers access to the U.S. securities markets. Currently, Freedom RU and Freedom KZ introduce their customers that want to execute securities transactions in U.S. securities to an intermediary in Cyprus, FFINRU Investments Limited, a Cyprus limited company (“FFINRU”).  FFINRU is owned by Mr. Turlov and is operating pursuant to an informal interim licensing agreement. FFINRU introduces these customers to Lek Securities Corporation (“Lek”), New York, New York, and London, United Kingdom, founded in 1990, a licensed U.S. clearing broker-dealer and FINRA member that executes the customers’ orders and clears the transactions. At such time that Freedom CY activates its full license, which was issued in May 2015, customers using the services of the current Cyprus firm will be given the opportunity to open accounts through Freedom CY as well.  We do not propose to acquire FFINRU.”

Completion of Acquisition or Disposition of Assets, page 3

2.

We note your proposed revised disclosure regarding the possible implications of being a “controlled company.”  Please also disclose that Mr. Turlov currently has sole voting and operating control over the company.

The Company proposes to revise the disclosure set forth under “Item 2.01- Completion of Acquisition or Disposition of Assets” on page 3 of the Current Report on Form 8-K filed on November 23, 2015 (the “Form Original 8-K”) to add the following disclosure after the second paragraph of Item 2.01:

“Upon execution of the Acquisition Agreement, Mr. Turlov was issued 224,551,913 shares of BMBM’s common stock, which constituted approximately 80.1% of its outstanding common stock after giving effect to the acquisition of FFIN.  As a result, Mr. Turlov currently has sole voting control of BMBM.  Mr. Turlov’s ownership interest may increase to up to 95% of the outstanding common stock of BMBM if the acquisitions of the Freedom Companies are successfully completed.  As the Chief Executive Officer, Mr. Turlov also has operating control over BMBM.

As a result of Mr. Turlov’s acquisition of greater than 50% of the voting power of BMBM, BMBM became a “controlled company” under the corporate governance standards of the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“NASDAQ”).  Controlled companies are exempt from compliance with the listing standards of the NYSE and NASDAQ regarding majority board independence or the independence requirements relating to certain compensation and nominating committee decisions, and in the case of the NYSE, corporate governance committees.  BMBM is not currently subject to the corporate governance standards of the NYSE or NASDAQ, but should it at some future date become subject to such standards while still being a controlled company, BMBM could be eligible to take advantage of the exemptions from compliance with such corporate governance standards.”

Mr. H. Roger Schwall

Securities and Exchange Commission

January 19, 2016

Page 3

The Company will include the risk factor proposed in our response to your prior Comment 1 in our letter dated December 23, 2015.  The Company also proposes to add an additional risk factor disclosing substantially the following substance:

“Mr. Turlov has control over key decision making as a result of his ownership of a majority of our voting stock.

Mr. Turlov, our Chief Executive Officer and Chairman of our board of directors, beneficially owns approximately 80.1% of our outstanding common stock, which could increase to as much as 95%.  Mr. Turlov currently has sole voting control of the Company and can control the outcome of matters submitted to stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.  In addition, Mr.Turlov has the ability to control the management and affairs of BMBM as a result of his position as our CEO and his ability to control the election of our directors. Additionally, in the event that Mr. Turlov controls our Company at the time of his death, control may be transferred to a person or entity that he designates as his successor. As a board member and officer, Mr. Turlov owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Turlov is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

Exhibits, page 50

3.

Provide us with the letter of intent and explain under what contractual arrangements Lek Securities Corporation will provide you with clearing services.

Attached hereto as Exhibit A, please find a letter dated April 29, 2015 confirming Lek Securities Corporation’s intent to act as a clearing broker on behalf of FFIN Securities, Inc.  As you can see, entry into a definitive clearing agreement with Lek is subject to various conditions, including (i) FFIN Securities being accepted as a member of FINRA, and (ii) approval of the “draft Clearing Agreement” by FINRA.

Attached hereto as Exhibit B is the draft Clearing Agreement provided to FFIN Securities by Lek Securities for your review of the currently proposed contractual arrangements pursuant to which Lek Securities would provide clearing services to FFIN Securities.  As noted above, any clearing agreement between Lek Securities and FFIN Securities must receive FINRA approval prior to execution and FFIN Securities must have bene accepted as a FINRA member prior to execution of a clearing agreement.  There is no guarantee FINRA won’t require changes to the attached draft Clearing Agreement, or that FFIN Securities will be accepted as a member of FINRA, both of which are beyond the control of FFIN Securities and Lek Securities.  If and when FFIN Securities is admitted as a member of FINRA and a definitive clearing agreement is approved by FINRA and entered into with Lek Securities, a copy of such clearing agreement will be filed with the Commission in accordance with the requirements of Item 601 of Regulation S-K.

Mr. H. Roger Schwall

Securities and Exchange Commission

January 19, 2016

Page 4

FFIN Securities, Inc.

Financial Statements for the Three and Six Months Ended September 30, 2015, page F-14

4.

We reissue prior comment 7 as a statement of operations and a statement of cash flows for the period from August 25, 2014 (inception) – September 30, 2014 should be presented to comply with Rule 8-03 of Regulation S-X.

The Company will amend the Form 8-K to provide a statement of operations and a statement of cash flows for the period from August 25, 2014 (inception) – September 30, 2014 in compliance with Rule 8-03 of Regulation S-X.

Thank you for your assistance in this matter. If you have any questions or require additional information, please contact me directly.

Very truly yours,

POULTON & YORDAN

/s/ Richard T. Ludlow

Richard T. Ludlow

Attorney at Law

DRAFT

EXHIBIT B

CLEARING AGREEMENT

To:           FFIN Securities, Inc.

This will confirm our agreement with you (hereinafter referred to as "you" or the "Introducing Broker" or FFIN Securities, Inc., or "FFIN") under the terms of which we will, upon submission to and approval of this Fully Disclosed Clearing Agreement (the "Agreement"), by the Financial Industry Regulatory Authority (“FINRA”) act as clearing agent (hereinafter sometimes referred to as "we", "Clearing Broker" or "Lek Securities Corporation" or “LSC”) for accounts which you will introduce to us and which will be carried by us on a fully disclosed basis.

The following are the terms and conditions which shall govern our relationship:

I.           REPRESENTATIONS AND WARRANTIES

(a) Representations and Warranties of the Introducing Broker:

1.

FFIN is, and during the term of this Agreement will at all times be, duly registered and in good-standing as a Broker-Dealer with the Securities and Exchange Commission (the "SEC"), and a member in good-standing of FINRA.

2.

Introducing Broker is in compliance, and during the term of this Agreement will at all times be in compliance, with the registration, qualification, capital, financial reporting and other requirements of every self-regulatory organization (“SRO”) of which it is a member and of every governmental agency or authority to whose jurisdiction it is subject.

3.

Introducing broker will not introduce any accounts to LSC for which it is not itself the responsible broker dealer or act as an intermediary in obtaining clearing services from LSC.

(b) Representations and Warranties of Lek Securities Corporation:

1.

Lek Securities Corporation is, and during the terms of this Agreement will at all times be, duly registered and in good-standing as a Broker-Dealer with the SEC and as a member firm in good-standing of FINRA, which is Lek Securities Corporation's designated examining authority (“DEA”).

2.

Lek Securities Corporation is, and during the terms of this Agreement will at all times be in compliance with the registration, qualification, capital, financial reporting, customer protection and other requirements of every SRO of which it is a member and of every governmental agency or authority to whose jurisdiction it is subject; and capable in terms of its operations and financial condition to properly clear and carry fully disclosed accounts for the benefit of the Introducing Broker and its customers.

(c) Representations and Warranties of Each Party:

1.

Each of the parties to this Agreement agrees that it shall promptly notify the other should it become enjoined, suspended, prohibited or otherwise unable to engage in the securities business or any part of it, or its business or operations be limited or suspended or conditions imposed upon its further operation as a result of an administrative or judicial proceeding or action by the SEC or any SRO organization or government agency or authority having jurisdiction over either the Clearing Broker or Introducing Broker, or if any representation or warranty made by it in paragraphs (a) through (c) of this Part I is or becomes false, inaccurate or incorrect.

II.           CUSTOMER ACCOUNTS

(a)  General Procedures

As may be applicable under FINRA Rule 4311:

1.

It shall be the responsibility of Introducing Broker in connection with the opening, approving and monitoring of accounts, to obtain, verify and maintain original account documentation in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”) Rule 17a-4 and any other applicable rules relating to retention of records, have knowledge of customers and each customer's investment objectives, to approve or reject new accounts, to review orders and/or accounts, to supervise orders and/or accounts, to furnish investment advice, to handle and supervise discretionary accounts, if any, or handle accounts for employees or officers of member organizations, SROs and other financial institutions, if any. The Introducing Broker may elect to use its own new account forms and supporting documents with the written approval of such forms by the Clearing Broker.

2.

It shall be the responsibility of Introducing Broker to ensure that cash and/or securities required for all transactions in accounts are available prior to or on the settlement date. For all margin accounts, after the initial transaction, it shall be Lek Securities Corporation's responsibility to monitor the adequacy of the margin and, upon two (2) hours prior written notice to Introducing Broker of any margin call, Lek Securities Corporation shall have the sole discretion as to the circumstances under which any and all securities in any under-margined account shall be liquidated. All unsecured debits resulting in Introducing Broker's accounts, either from liquidations, failure to deliver securities, or customer's failure to pay such debits shall be the responsibility of the Introducing Broker and shall be paid over to the Clearing Broker within two business days after written notice to Introducing Broker. Failure to comply with the provisions of this Section II may result in; (i) withholding of or an offset of such amount from the Introducing Broker's commission; and/or (ii) prohibiting Introducing Broker from executing trades. Introducing Broker has the responsibility for assuring that securities sold for any introduced accounts or any account of the Introducing Broker are available or delivered to Lek Securities Corporation on or before settlement date in "good delivery" form. If securities in introduced accounts are "restricted" or "control stock" as defined by the rules of the SEC, all orders executed for such securities must be in compliance with applicable law, rules and regulations.

Page 2 of 20

All transactions in any account are to be considered cash transactions until such time as Lek Securities Corporation receives from the Introducing Broker the appropriate forms of margin agreement, option information form, and other documentation as may from time to time be required. Lek Securities Corporation shall have control over all cash accounts, so as to fully comply with the liquidation requirements of accounts under Regulation "T" of the Board of Governors of the Federal Reserve Board and/or any other applicable law or regulation. Lek Securities Corporation agrees to notify the Introducing Broker immediately if any or all of the Securities in any introduced account or any account of the Introducing Broker are to be liquidated in accordance with Regulation T.

3.

It shall be Lek Securities Corporation's responsibility to maintain, in accordance with applicable law, books and records of each account, including the maintenance of stock records and/or other applicable records. However, it shall be the responsibility of Introducing Broker to supply Lek Securities Corporation with the information reasonably required by Lek Securities Corporation to discharge this responsibility.

4.

It shall be Lek Securities Corporation's responsibility to arrange for the receipt and delivery of funds and securities including the receipt and delivery of funds and/or securities to and from customers, the transfer of securities and/or accounts, payment of dividends and interest, handling of ex