SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Evgeniy Ler
Chief Financial Officer
Freedom Holding Corp.
 Esentai Tower BC, Floor 7
77/7 Al Farabi Ave
Almaty, Kazakhstan 050040

 Re: Freedom Holding Corp.
 Form 10-K for Fiscal Year Ended March 31, 2024
 File No. 001-33034
Dear Evgeniy Ler:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document April 9, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Rolf Sundwall David Irving Re:         Freedom Holding Corp. Form 10-K for the Fiscal Year Ended March 31, 2024 File No. 001-33034 Dear Messrs. Sundwall and Irving: Freedom Holding Corp. (the “Company”) submits this letter in response to the comment letter dated March 26, 2025 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above referenced Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “2024 Form 10-K”). For the Staff’s convenience, the Staff’s comments are set forth below in their entirety in bold and italics, followed by the corresponding responses from the Company. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2024 Form 10-K. United States Securities and Exchange Commission April 9, 2025 Page 2 Form 10-K for the Fiscal Year Ended March 31, 2024 Item 8. Financial Statements and Supplementary Data Notes to Audited Consolidated Financial Statements March 31, 2024 Note 17 - Insurance Contract Assets and Liabilities from Insurance Activities, page 148 1. Please revise future filings to provide the detailed rollforward discloses as required by ASC 944-40-50-3. Response: We acknowledge the Staff’s comment and advise the Staff that we will include in future filings starting with our Form 10-K for the year ended March 31, 2025 the detailed rollforward disclosure as required by ASC 944-40-50-3. Our proposed template disclosure to be included in the financial statements note on insurance contract assets and liabilities from insurance activities in future filings is set forth is provided below: Reserves for claims and claims’ adjustment expenses represent the accumulation of estimates of unpaid claims, including estimates for claims incurred but not reported and loss adjustment expenses, less applicable discount. The table below represents the movement of those reserves, including both short-duration and long-duration contracts during the years ended March 31, 2025 and March 31, 2024: Years ended March 31, 2025 2024 Reserves for claims and claims’ adjustment expenses, beginning of the year $ 223,693  $ 133,145  Reinsurers’ share, beginning of the year (4,032) (1,390) Reserves for claims and claims’ adjustment expenses, net of reinsurers’ share, beginning of the year 219,661   131,755   Claims and claims’ adjustment expenses incurred: Current year XXX XXX Prior years, excluding discount and amortization of deferred gain XXX XXX Prior years, discount charge (benefit)     XXX XXX Prior years, amortization of deferred gain on retroactive reinsurance XXX XXX Total claims and claims’ adjustment expenses incurred     XXX XXX Claims and claims’ adjustment expenses paid: Current year XXX XXX Prior years XXX XXX Total claims and claims’ adjustment expenses paid XXX XXX Other changes: Foreign exchange effect     XXX XXX Losses and loss adjustment expenses recognized within gain on divestitures XXX XXX Retroactive reinsurance adjustment (net of discount) XXX XXX Dispositions XXX XXX Reclassified to held for sale, net of reinsurance recoverables XXX XXX Total other changes XXX XXX Reserves for claims and claims’ adjustment expenses, end of the year XXX 223,693  Reinsurers’ share, end of the year XXX (4,032) Reserves for claims and claims’ adjustment expenses, net of reinsurers’ share, end of the year $ XXX $ 219,661   United States Securities and Exchange Commission April 9, 2025 Page 3 2. You report insurance underwriting income of $264.2 million, insurance claims incurred, net of reinsurance of $139.6 million, and a change in insurance reserves of $98.8 million in your financial statements for the year ended March 31, 2024. In your Form 10-Q for the nine month period ended December 31, 2024, you report insurance underwriting income of $467.2 million, insurance claims incurred, net of reinsurance of $218.5 million, and a change in insurance reserves of $164.4 million. Please tell us the amounts related to your long duration insurance contracts compared to your short duration insurance contracts. Tell us your consideration of expanding disclosure related to the lines of insurance you offer and providing disclosure related to the claims development of your short duration insurance products. Refer to ASC 944-40- 50-4A through 4I: Response: We acknowledge the Staff’s comment and advise the Staff as follows : . Long-Duration vs. Short-Duration Insurance Contracts The table below provides the composition of the Company’s short and long-duration contracts within the our insurance portfolio contracts (all indicated in USD millions): Year ended March 31, 2024 Long-Duration Short-Duration Total Insurance underwriting income $ 86.7  $ 177.5  $ 264.2   Insurance claims incurred, net of reinsurance $ 93.3  $ 46.3  $ 139.6   Change in insurance reserves $ 60.6  $ 38.2  $ 98.8   Nine months period ended December 31, 2024 Long-Duration Short-Duration Total Insurance underwriting income $ 143.6  $ 323.6  $ 467.2   Insurance claims incurred, net of reinsurance $ 154.3  $ 64.2  $ 218.5   Change in insurance reserves $ 121.1  $ 43.3  $ 164.4   Reserves for claims and claims’ adjustment expenses, net of reinsurance Long-Duration Short-Duration Total March 31, 2024 $ 165.4  $ 54.2  $ 219.6   December 31, 2024 $ 250.4  $ 71.0  $ 321.4   Lines of Insurance Offered We offer insurance products that can be broadly categorized as: i. Long-duration products (e.g., life and annuity insurance) ii. Short-duration products (e.g., various general insurance products in property (including auto), accident, casualty and civil liability) We respectfully advise the Staff that ASC 944-40-50-4G specifically notes that disclosures are not required for claims development related to insignificant categories of insurance liabilities emphasizing that judgment is required to assess what is considered insignificant in the context of the consolidated financial statements. As the insurance reserve for claims and our insurance claims incurred, net of reinsurance related to short duration products represent 1% of our total consolidated liabilities and less than 4% of our consolidated total expenses for the year ended March 31, 2024 (1% and 5% for the nine months ended December 31, 2024), we previously concluded that providing the additional detailed claims disclosures required by ASC 944-40-50-4A through 4I would not significantly enhance the mix of information disclosed in our consolidated financial statements. Nevertheless, in future filings starting with our Form 10-K for the year ended March 31, 2025, we will expand the disclosure complying with the relevant requirements of ASC 944-40-50-4A through 4I for our short-duration insurance products. United States Securities and Exchange Commission April 9, 2025 Page 4 Form 10-K for the Fiscal Year Ended March 31, 2024 Note 30 - Segment Reporting, page 166 3. Please revise future filings to disclose your entity-wide information concerning revenues and long-lived assets by geographic area. Refer to ASC 280-10-50-41. Response: We acknowledge the Staff’s comment and advise the Staff that we will include in future filings information concerning our revenues and long-lived assets for each country of our domicile in which we do business in accordance with ASC 280-10-50-41, starting with our Form 10-K for the year ended March 31, 2025. In determining whether to present geographic information by individual foreign country in our segment disclosures, we considered the materiality of the revenues attributable to each country of domicile in which we do business compared to the consolidated financial statements of the Company. We will continue to monitor revenues in all countries and will separately disclose in future Annual Reports on Form 10-K revenues attributable to any individual foreign country for which revenues exceed 10% of the Company’s consolidated revenues or that is otherwise deemed to be material. The disclosure with appropriate footnotes will be presented in Segment Reporting note to our financial statements. Our proposed template disclosure is provided below: (a) The following table presents the Company’s segment reporting by business segments, including revenues attributed to countries based on subsidiaries’ location, in accordance with ASC 280-10-50-41a. Year ended March 31, 2025 Brokerage Banking Insurance Other Total Kazakhstan $XXX $XXX $XXX $XXX $XXX Cyprus $XXX $XXX $XXX $XXX $XXX US $XXX $XXX $XXX $XXX $XXX Armenia $XXX $XXX $XXX $XXX $XXX Other $XXX $XXX $XXX $XXX $XXX TOTAL REVENUE, NET $XXX $XXX $XXX $XXX $XXX Year ended March 31, 2024 Brokerage Banking Insurance Other Total Kazakhstan $ 445,848  $ 614,660  $ 340,998  $ 61,017  $ 1,462,523  Cyprus 115,136  —  —  1,009  116,145  US 11,372  —  —  260  11,632  Armenia 43,106  —  —  —  43,106  Other 1,489  —  —  185  1,674  TOTAL REVENUE, NET $ 616,951   $ 614,660   $ 340,998   $ 62,471   $ 1,635,080   Year ended March 31, 2023 Brokerage Banking Insurance Other Total Kazakhstan $ 138,749  $ 245,105  $ 170,723  $ 8,666  $ 563,243  Cyprus 238,155  —  —  (21,815) 216,340  US 4,846  —  —  8,237  13,083  Armenia 17  —  —  —  17  Other 2,809  —  —  201  3,010  TOTAL REVENUE, NET $ 384,576   $ 245,105   $ 170,723   $ (4,711) $ 795,693   United States Securities and Exchange Commission April 9, 2025 Page 5 (b) The following table presents the Company’s geographic breakdown of long-lived assets, in accordance with ASC 280-10-50-41b. March 31, 2025 Long-lived assets Brokerage Banking Insurance Other Total Fixed assets, net $XXX $XXX $XXX $XXX $XXX Intangible assets, net $XXX $XXX $XXX $XXX $XXX Right-of-use assets $XXX $XXX $XXX $XXX $XXX TOTAL LONG-LIVED ASSETS $XXX $XXX $XXX $XXX $XXX Kazakhstan $XXX $XXX $XXX $XXX $XXX Cyprus $XXX $XXX $XXX $XXX $XXX USA $XXX $XXX $XXX $XXX $XXX Armenia $XXX $XXX $XXX $XXX $XXX Other $XXX $XXX $XXX $XXX $XXX TOTAL LONG-LIVED ASSETS $XXX $XXX $XXX $XXX $XXX March 31, 2024 Long-lived assets Brokerage Banking Insurance Other Total Fixed assets, net $XXX $XXX $XXX $XXX $XXX Intangible assets, net $XXX $XXX $XXX $XXX $XXX Right-of-use assets $XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX $XXX Kazakhstan $XXX $XXX $XXX $XXX $XXX Cyprus $XXX $XXX $XXX $XXX $XXX USA $XXX $XXX $XXX $XXX $XXX Armenia $XXX $XXX $XXX $XXX $XXX Other $XXX $XXX $XXX $XXX $XXX TOTAL LONG-LIVED ASSETS $XXX $XXX $XXX $XXX $XXX United States Securities and Exchange Commission April 9, 2025 Page 6 * * * * If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me by e-mail at evgeny.ler@ffin.kz. Sincerely, FREEDOM HOLDING CORP. By: /s/ Evgeniy Ler Evgeniy Ler Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Evgeniy Ler
Chief Financial Officer
Freedom Holding Corp.
 Esentai Tower BC, Floor 7
77/7 Al Farabi Ave
Almaty, Kazakhstan 050040

 Re: Freedom Holding Corp.
 Form 10-K for Fiscal Year Ended March 31, 2024
 File No. 001-33034
Dear Evgeniy Ler:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended March 31, 2024
Item 8. Financial Statements and Supplementary Data
Notes to Audited Consolidated Financial Statements March 31, 2024
Note 17 - Insurance Contract Assets and Liabilities from Insurance Activities,
page 148

1. Please revise future filings to provide the detailed rollforward
discloses as required
 by ASC 944-40-50-3.
2. You report insurance underwriting income of $264.2 million, insurance
claims
 incurred, net of reinsurance of $139.6 million, and a change in
insurance reserves of
 $98.8 million in your financial statements for the year ended March 31,
2024. In your
 Form 10-Q for the nine month period ended December 31, 2024, you report
insurance
 underwriting income of $467.2 million, insurance claims incurred, net of
reinsurance
 of $218.5 million, and a change in insurance reserves of $164.4 million.
Please tell us
 the amounts related to your long duration insurance contracts compared
to your short
 duration insurance contracts. Tell us your consideration of expanding
disclosure
 related to the lines of insurance you offer and providing disclosure
related to the
 March 26, 2025
Page 2

 claims development of your short duration insurance products. Refer to
ASC 944-40-
 50-4A through 4I.
Note 30 - Segment Reporting, page 166

3. Please revise future filings to disclose your entity-wide information
concerning
 revenues and long-lived assets by geographic area. Refer to ASC
280-10-50-41.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Rolf Sundwall at 202-551-3105 or David Irving at
202-551-3321 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 11, 2024
Evgeniy Ler
Chief Financial Officer
Freedom Holding Corp.
“Esentai Tower” BC, Floor 7
77/7 Al Farabi Ave
Almaty, Kazakhstan 50040
Re:Freedom Holding Corp.
Form 10-K for the Fiscal Year Ended March 31, 2023
File No. 001-33034
Dear Evgeniy Ler:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

Document

 April 12, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F. Street, N.E.

Washington, D.C. 20549

Attention:        Rolf Sundwall

                        Bonie Baynes

 Re:        Freedom Holding Corp.

Form 10-K for the Fiscal Year Ended March 31, 2023

File No. 001-33034

To Whom it May Concern:

Freedom Holding Corp. (the “Company”) submits this letter in response to the comment letter dated March 29, 2024 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above referenced Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “2023 Form 10-K”).

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold and italics, followed by the corresponding responses from the Company. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2023 Form 10-K.

Form 10-K for the Fiscal Year Ended March 31, 2023

Net Capital and Capital Requirements, page 78

1. Please provide draft disclosure to be included in future filings to expand your discussion of capital requirements and dividend restrictions, if any. Refer to ASC 944-505-50 and 948-10-50.

Response: Although the Company acknowledges the Staff’s comment and will revise disclosures as indicated below. The disclosures we will provide relate to our two insurance subsidiaries as well as our banking and brokerage subsidiaries. We advise the Staff that we will include disclosures substantially to the following effect in our fillings starting with the Form 10-K for the year ended March 31, 2024:

Securities and Exchange Commission

April 12, 2024

Page 2

“The Company has two insurance subsidiaries operating in Kazakhstan:  Freedom Life (a regulated life insurer) and Freedom Insurance (a regulated property and casualty insurance entity). The Law of the Republic of Kazakhstan No. 126-II "On Insurance Activities" (the "Insurance Law") is the main law regulating the insurance sector in Kazakhstan. It establishes a framework for insurance activities, registration and licensing of insurance companies and regulation of insurance activities by the Agency of the Republic of Kazakhstan for Regulation and Development of Financial Market (“ARDFM”).

Each of Freedom Life and Freedom Insurance is required to notify and receive approval from the ARDFM of any proposals to declare or pay a dividend on its share capital. The amount of dividends these subsidiaries are permitted to declare is limited to the relevant subsidiary’s realized retained earnings and dividends can only be paid to the extent they will not cause a breach to the minimum solvency and capital requirements of the relevant subsidiary. As of March 31, 2024 and 2023, Freedom Life and Freedom Insurance were in compliance with the ARDFM dividend, minimum solvency and minimum capital requirements.

There are no significant differences between the statutory financial statements and statements prepared in accordance with U.S. GAAP for the insurance subsidiaries.

In addition, our subsidiaries operate under various securities brokerage, banking and financial services regulations and must maintain such licenses in order to conduct their operations. As of March 31, 2024 and 2023, we, through our subsidiaries, held: (a) brokerage licenses (i) in Kazakhstan issued by ARDFM and the Astana Financial Services Authority (the "AFSA"), (ii) in Cyprus issued by the Cyprus Securities and Exchange Commission ("CySEC"), (iii) in the United States issued by FINRA, (iv) in Armenia issued by the Central Bank of Armenia, and (v) in Uzbekistan issued by the Ministry of Finance of the Republic of Uzbekistan; (b) a foreign currency operations license in Kazakhstan issued by the ARDFM; (c) a banking license in Kazakhstan issued by the ARDFM; and (d) payment services licenses in each of Kazakhstan, Uzbekistan and Kyrgyzstan regulated by National Bank of Republic of Kazakhstan, National Bank of Kyrgyz Republic and Central Bank of Uzbekistan, respectively..

Securities and Exchange Commission

April 12, 2024

Page 3

The table below presents net capital/eligible equity, required minimum capital, excess regulatory capital and retained earnings as of March 31, 2024 for each of the regulated entities that is material for our consolidated financial statements.

 Regulated activities

 Net Capital/Eligible Equity

 Required Minimum capital/solvency

 Excess regulatory capital

 Retained earnings

Freedom KZ

 Brokerage

 $XXX

 $XXX

 $XXX

 $XXX

Freedom Bank KZ

 Bank

 XXX

 XXX

 XXX

 XXX

Freedom Life

 Life Insurance

 XXX

 XXX

 XXX

 XXX

Freedom EU

 Brokerage

 XXX

 XXX

 XXX

 XXX

Freedom Insurance

 Property and Casual Insurance

 XXX

 XXX

 XXX

 XXX

Freedom Global

 Brokerage

 XXX

 XXX

 XXX

 XXX

Other regulated operating subsidiaries

 Other

 XXX

 XXX

 XXX

 XXX

  $XXX

 $XXX

 $XXX

 $XXX

The table below presents net capital/eligible equity, required minimum capital/solvency, excess regulatory capital and retained earnings as of March 31, 2023 for each of the regulated entities that is material for our consolidated financial statements.

 Regulated activities

 Net Capital/Eligible Equity

 Required Minimum capital/solvency

 Excess regulatory capital

 Retained earnings

Freedom KZ

 Brokerage

 $XXX

 $XXX

 $XXX

 $XXX

Freedom Bank KZ

 Bank

 XXX

 XXX

 XXX

 XXX

Freedom Life

 Life Insurance

 XXX

 XXX

 XXX

 XXX

Freedom EU

 Brokerage

 XXX

 XXX

 XXX

 XXX

Freedom Insurance

 Property and Casual Insurance

 XXX

 XXX

 XXX

 XXX

Freedom Global

 Brokerage

 XXX

 XXX

 XXX

 XXX

Other regulated operating subsidiaries

 Other

 XXX

 XXX

 XXX

 XXX

  $XXX

 $XXX

 $XXX

 $XXX

Notes to Audited Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies

Securities and Exchange Commission

April 12, 2024

Page 4

Derecognition of Financial Assets, page 107

2. We note your disclosure in your recent balance sheets of $494.5 million, $440.8 million, and $6.4 million for liabilities arising from continuing involvement, and the related loan principal, as of December 31, 2023, March 31, 2023, and March 31, 2022. We further note disclosure in Note 2 on page 107 regarding your accounting policy for derecognition of financial assets. Please provide the following:

•We note your disclosure in Note 8 on page 130 of digital mortgage loans you issue to borrowers on behalf of JSC Kazakhstan Sustainability Fund to borrowers under the "7-20-25" state mortgage program, where you continue to recognize the loans as you determined you retain control over the loan claim rights transferred to the Program Operator as the right are issued with recourse for uncollectible amounts, you retain some interest, and you continue to service the loans after sale. Please respond to the following and provide us proposed disclosure to revise your accounting policy for financial asset derecognition in future filings where appropriate:

◦Please tell us how you determined your continuing involvement with the transferred assets, detailing any guidance you considered. Refer to ASC 860-10-55-79B.

Response: The Company respectfully advises the Staff that as part of the sale of the loans under the 7-20-25 Program, Freedom Bank KZ entered into a trust management agreement which governs the transfer of the loans, the servicing of the loans and a recourse that represents an obligation to repurchase loans at par/nominal amount in case these loans become more than 90 days past due (the “Trust Agreement”).

The Company concluded that according to ASC 860-10-55-79B(a) and (b), Freedom Bank KZ maintained continuing involvement with transferred loans primarily through its  service obligations  that allows Freedom Bank KZ to renegotiate defaulted loans and a its recourse obligation granted to the Program Operator (i.e. the transferee) that obligates Freedom Bank KZ to buy back non-performing loans at each loans’ par value (or nominal amount) once the loans became more than 90 days past due. In addition, Freedom Bank KZ is entitled to receive and retain part of the interest in all the loans (ASC 860-10-55-79B(g)).

Therefore, as a result of the Trust Agreement  which effectively protects the Program Operator from any credit losses and Freedom Bank KZ’s ability to renegotiate the defaulted loans which are bought back by Freedom Bank KZ, we concluded that Freedom Bank KZ retains substantially all of the risks related to the transferred loans which represents significant continuing involvement.

◦Tell us how you considered whether you met the condition of ASC 860-10-40-5 regarding the surrender of financial asset control by the transferor.

Response:  We respectfully advise the Staff that the Company’s subsidiary Freedom Bank KZ retains significant continuing involvement in the transferred

Securities and Exchange Commission

April 12, 2024

Page 5

loans through the Trust Arrangement described above and that the conditions established in the Trust Agreement provide Freedom Bank KZ with  effective control over the transferred loans which violates ASC 860-10-40-5.

Furthermore, the Trust Agreement do not allow for the Program Operator (i.e. the transferee) to pledge or sell the transferred loans and we concluded this condition violates the requirements in ASC 860-10-40-5(b).

◦Please revise to clarify how the transfer of financial assets affects your financial position, financial performance, and cash flows. Refer to ASC 860-10-50-3(d).

Response: The Company acknowledges the Staff’s comment and will revise future filings, beginning with our Form 10-K for the year ended March 31, 2024 substantially as follows (new / amended text italicized and underlined):

Freedom Bank KZ provides mortgage loans to borrowers on behalf of the JSC Kazakhstan Sustainability Fund ("Program Operator") related to the state mortgage program "7-20-25" and transfers the rights of claim on the mortgage loans to the Program Operator.  The proceeds received from these transfers are presented within funds received under state program for financing of mortgage loans in the Consolidated Statements of Cash Flows. Under this program, borrowers can receive a mortgage at an interest rate of 7% for 20 years, and the interest payments received by the Company are recognized as interest income in the Company’s Consolidated Statements of Operations and Statements of Other Comprehensive Income. In accordance with the program and trust management agreement for the program, Freedom Bank KZ services the transferred loans and remits all repayments of principal it receives plus 4% of the 7% interest received to the Program Operator. The interest paid to the Program Operator which is recognized as interest expense in the  Consolidated Statements of Operations and Statements of Other Comprehensive Income. The remaining 3% of the 7% interest is retained by Freedom Bank KZ. Under the program and trust management agreement, Freedom Bank KZ is required to repurchase the rights to make claims on the transferred loans when either loan principal repayments or interest payments are overdue 90 days or more. The repurchase of overdue loans is performed at the loans’ nominal value and is presented within repurchase of mortgage loans under the State Program in the Consolidated Statements of Cash Flows.

Since Freedom Bank KZ transfers the rights to make claims on the loans with recourse for loans that are more than 90 days past due, retains part of the interest received on the loans and agrees to service the loans after the the sale of the loans to the Program Operator, Freedom Bank KZ has determined that it retains control over the loans transferred and continues recognizing the loans, which are accounted for as secured borrowings of Freedom Bank KZ in accordance with ASC 860, Transfers and Servicing. As Freedom Bank KZ continues to recognize the loans as assets, it also recognizes the associated liability equal to the proceeds

Securities and Exchange Commission

April 12, 2024

Page 6

received from the Program Operator, , which liability is presented separately as liability arising from continuing involvement in the Consolidated Balance Sheets. This liability accrues 4% interest annual as described above. As of March 31, 2023 and 2022, the corresponding liability amounted to $6,447 and $440,805, respectively.

As of March 31, 2023 and March 31, 2022, mortgage loans include the state mortgage program "7-20-25" with a principal amount of $63,114 and $21,310, respectively, were presented within loans issued in the Consolidated Balance Sheets.

◦Revise to disclose your consideration of similar transfer aggregation. Refer to ASC 860-10-50-4A.

Response: We respectfully advise the Staff that we do not have practice of aggregating similar transferred loans for financial statement disclosure  purposes. All transfers under the “7-20-25 Program” have the same contractual terms.

•Tell us if you have any continuing involvement in your recently discontinued Russian segment, and if so, how you considered the guidance in ASC 205-20-50-4.

Response: We respectfully advise the Staff that we do not have any continuing involvement in our recently discontinued Russian segment.

Note 22 - Net Interest Income/Expense, page 143

3. Please provide us your analysis of net interest income in accordance with Regulation S-K, Item 1402.a. and b. Include in your response draft disclosure to be included in management's discussion and analysis in future filings.

Response: The Company acknowledges the Staff’s comment and will include future filings an analysis of net interest income pursuant to Regulation S-K, Item 1402.a. and b. within  Management’s Discussion and Analysis of Financial Condition and Results of Operations starting with our Form 10-K for the year ended March 31, 2024. Our proposed disclosure  is provided below:

Monthly average balances and Yields. The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-earning assets for the fiscal years ended March 31, 2024, 2023 and 2022.

Securities and Exchange Commission

April 12, 2024

Page 7

 Year ended March 31,

 2024

 2023

 2022

 Monthly average balance

Interest-earning assets

Loans issued

Margin lending, brokerage and other receivables, net (1)

Trading securities(2)

Available for sale securities, at fair value(2)

 Average yields

Loans issued

Margin lending, brokerage and other receivables, net (1)

Trading securities(2)

Available- for- sale securities, at fair value(2)

 Interest income

Interest income on loans to customers

Interest income on margin lending

Interest income on trading securities

Interest income on available-for-sale securities

Other interest income

Total interest income

(1) Average balance and average yields relates to marginal lending activities.

(2) Average balance, average yields, and interest income relates to corporate debt, non-US sovereign debt and US sovereign debt activities.

Interest income from marginal lending includes income accrued on off-balance sheet arrangements, the monthly average balance of which is not included in the table above. These off-balance sheet arrangements mainly included repurchase agreements of the Group’s brokerage clients. As of March 31, 2024, 2023 and 2022, the monthly average balance of off-balance sheet arrangements were XXX, XXX and XXX, respectively, and the weighted average interest rate was XX%, XX%, and XX%, respectively.

Securities and Exchange Commission

April 12, 2024

Page 8

The following table provides a summary of the monthly average balances and average interest rates for the major categories of interest-bearing liabilities for the fiscal years ended March 31, 2024, 2023 a

United States securities and exchange commission logo
March 29, 2024
Evgeniy Ler
Chief Financial Officer
Freedom Holding Corp.
“Esentai Tower” BC, Floor 7
77/7 Al Farabi Ave
Almaty, Kazakhstan 50040
Re:Freedom Holding Corp.
Form 10-K for the Fiscal Year Ended March 31, 2023
File No. 001-33034
Dear Evgeniy Ler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2023
Net Capital and Capital Requirements, page 78
1.Please provide draft disclosure to be included in future filings to expand your discussion
of capital requirements and dividend restrictions, if any. Refer to ASC 944-505-50 and
948-10-50.
Notes to Audited Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Derecognition of Financial Assets, page 107
2.We note your disclosure in your recent balance sheets of $494.5 million, $440.8 million,
and $6.4 million for liabilities arising from continuing involvement, and the related loan
principal, as of December 31, 2023, March 31, 2023, and March 31, 2022.  We further
note disclosure in Note 2 on page 107 regarding your accounting policy for derecognition
of financial assets.  Please provide the following:

 FirstName LastNameEvgeniy Ler
 Comapany NameFreedom Holding Corp.
 March 29, 2024 Page 2
 FirstName LastName
Evgeniy Ler
Freedom Holding Corp.
March 29, 2024
Page 2
•We note your disclosure in Note 8 on page 130 of digital mortgage loans you issue to
borrowers on behalf of JSC Kazakhstan Sustainability Fund to borrowers under
the "7-20-25" state mortgage program, where you continue to recognize the loans as
you determined you retain control over the loan claim rights transferred to the
Program Operator as the right are issued with recourse for uncollectible amounts, you
retain some interest, and you continue to service the loans after sale.  Please respond
to the following and provide us proposed disclosure to revise your accounting policy
for financial asset derecognition in future filings where appropriate:oPlease tell us how you determined your continuing involvement with the
transferred assets, detailing any guidance you considered. Refer to ASC 860-10-
55-79B.
oTell us how you considered whether you met the condition of ASC 860-10-40-5
regarding the surrender of financial asset control by the transferor.
oPlease revise to clarify how the transfer of financial assets affects your financial
position, financial performance, and cash flows. Refer to ASC 860-10-50-3(d).
oRevise to disclose your consideration of similar transfer aggregation. Refer to
ASC 860-10-50-4A.
•Tell us if you have any continuing involvement in your recently discontinued Russian
segment, and if so, how you considered the guidance in ASC 205-20-50-4.
Note 22 - Net Interest Income/Expense, page 143
3.Please provide us your analysis of net interest income in accordance with Regulation S-K,
Item 1402.a. and b. Include in your response draft disclosure to be included in
management's discussion and analysis in future filings.
             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Rolf Sundwall at 202-551-3105 or Bonnie Baynes at 202-551-4924 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

Mail Stop 4628

March 10, 2016

Timur Turlov
Chief Executive Officer
BMB Munai, Inc.
324 South 400 West
Suite 250
Salt Lake City, Utah 84101

Re: BMB Munai, Inc.
Form 8 -K
Filed November 23, 2015
File No. 001-33034

Dear Mr. Turlov :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect t o the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

    corres021616.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

February 16, 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 January 20, 2016

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 the comment raised by the staff (the “Staff”) at the Securities and Exchange Commission (the “Commission”) in your letter dated February 9, 2016.

We have incorporated the Staff’s comment 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 1. In light of the fact that you only have a letter of intent in place with Lek Securities Corporation, please ensure that your revised disclosure in this section does not imply that FFINRU Investments Limited is currently engaging Lek Securities Corporation to execute orders in the U.S.  In this regard we note that you propose to state “FFINRU introduces these customers to Lek Securities Corporation . . . a licensed U.S. clearing broker-dealer and FINRA member that executes the customers’ orders and clears the transactions.”

As you note, FFIN Securities, Inc. (a Nevada corporation), referred to in the 8-K as “FFIN” has only a letter of intent with Lek Securities Corporation (“Lek”) to execute customer orders and clear transactions.  As we noted in a prior response, FFIN has not engaged Lek to execute orders in the U.S. and will not engage Lek to do so until it completes the necessary regulatory process to become a licensed broker-dealer in the United States.

 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

February 16, 2016

Page 2

FFINRU Investment Limited, (a Cyprus limited company), referred to in our response to your prior comment 1 as “FFINRU,” however, does have an agreement in place with Lek Securities Corporation pursuant to which FFINRU introduces the customers of Investment Company Freedom Finance LLC (a Russian limited company), referred to in the 8-K as “Freedom RU” and Freedom Finance JSC (a Kazakhstan joint stock company), referred to in the 8-K as “Freedom KZ,” to Lek Securities Corporation for executing orders and clearing transactions of the Russian and Kazakh customers of Freedom RU and Freedom KZ.

Other than the fact that Timur Turlov is the majority shareholder of BMBM and the owner of FFINRU Investments Limited, there is no relationship between BMBM and FFINRU Investments Limited.  Likewise, there is no relationship between FFIN or FFINEU Investments Limited (a Cyprus limited company), referred to in the 8-K as “FFINEU”, and FFINRU.  None of BMBM, FFIN or FFINEU currently have plans or agreements to acquire FFINRU Investments Limited now or in the future.

As disclosed on page 10 of the 8-K, Freedom RU provides financial services in the Russian Federation in accordance with the Russian government’s open-ended licenses for brokerage dealer, and depository operations and for activities in securities management.  Freedom KZ has been a professional participant of the Kazakhstan Stock Exchange, which enables it to manage investment portfolios for clients.

As disclosed on page 5 of the 8-K, and our response to the first comment raised in your letter dated January 21, 2016, the Company believes Freedom RU and Freedom KZ 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 wish to execute securities transactions in U.S. securities to an intermediary in Cyprus, FFINRU Investments Limited, (a Cyprus limited company.)  FFINRU Investments Limited introduces these customers to Lek Securities Corporation pursuant to a clearing agreement to execute securities transactions in U.S. securities on behalf of the Russian and Kazakh customers of Freedom RU and Freedom KZ.

In our prior response, we referred to FFINRU Investments Limited as “FFINRU.”  We believe the similarity between “FFIN”, “FFINEU” and “FFINRU” may be a potential source of confusion to those who read our 8-K.  Therefore, in the amendment to our 8-K incorporating the revisions we have previously proposed to the Commission, we propose to refer to FFINRU Investments Limited as “FIL” or some other abbreviation that does not include “FFIN.”  We believe this will lessen the chance of confusing readers.

Mr. H. Roger Schwall

Securities and Exchange Commission

February 16, 2016

Page 3

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

Mail Stop 4628
February 9 , 2016

Timur Turlov
Chief Executive Officer
BMB Munai, Inc.
324 South 400 West
Suite 150
Salt Lake City, Utah 84101

Re: BMB Munai, Inc.
 Form 8-K
 Response Dated January 20, 2016
File No. 001 -33034

Dear Mr. Turlov :

We have reviewed  your January 20, 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 12,
2016  letter .

Overview, page 5

1. We note your response to our prior comment 1.  In light of the fact that you only have a
letter of intent in place with Lek Securities Corporation, please ensure that your revised
disclosure in this section does not imply that FFINRU Investments Limited i s currently
engaging Lek Securities Corporation to execute orders in the U.S.  In this regard we note
that you propose to state “FFINRU introduces these customers to Lek Securities
Corporation…a licensed U.S. clearing broker -dealer and FINRA member that ex ecutes
the customers’ orders and clears the transactions.”

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or Ethan  Horowitz,
Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the financial

Timur Turlov
BMB Munai, Inc.
February  9, 2016
Page 2

 statements and related ma tters.  Please contact Anuja A. Majmudar , Attorney -Advisor, at (202)
551-3844  or me at (202) 551 -3745 with any other questions.

Sincerely,

        /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Official of Natural Resources

CORRESP
1
filename1.htm

    corresp011916.htm

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

Mail Stop 4628
January 12, 2016

Timur Turlov
Chief Executive Officer
BMB Munai, Inc.
324 South 400 West
Suite 150
Salt Lake City, Utah 84101

Re: BMB Munai, Inc.
 Form 8-K
 Response Dated December 23, 2015
File No. 001 -33034

Dear Mr. Turlov :

We have reviewed  your December 23, 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our December
17, 2015 letter .

Overview, page 5

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

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.

Timur Turlov
BMB Munai, Inc.
January 12, 2016
Page 2

 Exhibits, page 50

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

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.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or Ethan  Horowitz,
Branch Chief, at (202) 551 -3311 if you have questio ns regarding comments on the financial
statements and related matters.  Please contact Anuja A. Majmudar , Attorney -Advisor, at (202)
551-3844  or me at (202) 551 -3745 with any other questions.

Sincerely,

        /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Offic ial of Natural Resources

CORRESP
1
filename1.htm

    corresp122315.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

December 23, 2015

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

Filed on November 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 December 17, 2015.

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

Completion of Acquisition or Disposition of Assets, page 3

1.

We note that Mr. Turlov owns 80.1% of your outstanding stock.  Include a brief discussion of your status as a controlled company after the recent acquisition and pending acquisitions.

The Company proposes to revise the disclosure 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.  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.

 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

December 23, 2015

Page 2

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.”

We also propose to add a risk factor in substantially the following substance:

“Because we are a “controlled company” within the meaning of the NYSE and NASDAQ corporate governance standards, and as a result, may qualify for exemptions from certain corporate governance requirements, you may not have the same protections afforded to stockholders of companies that are subject to such requirements.

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.  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 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 NYSE and 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.  If BMBM takes advantage of the exemptions from compliance with such corporate governance standards, you may not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Mr. H. Roger Schwall

Securities and Exchange Commission

December 23, 2015

Page 3

Business, page 5

Overview, page 5

2.

We note that currently, Freedom RU and Freedom KZ execute U.S. securities transactions through an intermediary affiliated with Mr. Turlov in Cyprus.  Please disclose the name of the intermediary and Mr. Turlov’s affiliation.  Also, disclose the name of the U.S. clearing broker-dealer responsible for executing and clearing the customer’s orders.

The name of the intermediary is FFINRU Investments Limited, a Cyprus limited company (“FFINRU”).  Mr. Turlov is the owner of FFINRU.  Lek Securities Corporation (“Lek”) is the U.S. clearing broker-dealer responsible for executing and clearing the orders of FFINRU’s customers. We do not propose to acquire any tangible or intangible assets or operations from FFINRU or to employ any of its employees.  We expect FFINRU will continue operations.

3.

We note your clearing agreement with Lek Securities Corporation.  Please clarify whether, to date, you have executed securities transactions in the United States for the account of others.

Neither BMB nor FFIN has executed securities transactions either directly or through any clearing arrangement in the United States for the account of others.

Regulation, page 11

4.

Given that your business will require you to register as a broker-dealer with the SEC and become a member of FINRA, tell us when you plan to initiate those applications.

FFIN filed its new membership application with FINRA on December 10, 2015.  FFIN’s CRD number with FINRA is 282238.  FFIN has not yet received a CIK number from the SEC, but it did receive a letter stating that the initial Form BD has been received and indicating the file number is 8-69708.  No substantive comments have been received.

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”, “Regulation”, “Overview” on page 12 of the Form 8-K and replacing it with the following:

“In December 2015, our wholly owned subsidiary FFIN applied for membership in FINRA and for registration as a broker-dealer with the SEC.  FFIN also plans to apply for registration as a broker-dealer in the State of Utah, where its principal U.S. officers are located.”

Mr. H. Roger Schwall

Securities and Exchange Commission

December 23, 2015

Page 4

We will make additional conforming changes as appropriate.

Exhibits, page 50

5.

We note that you have entered into a clearing arrangement with Lek Securities Corporation.  Please file the clearing agreement as an exhibit, or alternatively tell us why you believe it is not required to be filed.  Refer to Item 601(b) of Regulation S-K.

Our statement that an “agreement” had been signed with LEK perhaps mischaracterized our relationship.  Lek has provided FFIN a letter confirming its intent to act as the clearing broker of FFIN pursuant to satisfaction of certain contingencies, including, among other things; FINRA approving FFIN’s application to become a licensed broker-dealer, FFIN and Lek agreeing to the terms of a definitive clearing agreement and FINRA approving such definitive clearing agreement. The Company does not consider this indication of intent to be a material contract or other document falling within the scope of Item 601(b) of Regulation S-K.

The Company proposes to amend the Form 8-K by removing in its entirety the fifth paragraph under the heading “Form 10-Item 1. Business” “Overview” (which appears on page 6 of the Original Form 8-K) and replacing it with the following:

“In order to execute retail orders, FFIN will be required to enter into a clearing agreement with a FINRA licensed clearing broker-dealer. Lek Securities Corporation (“Lek”), New York, New York, and London, United Kingdom, has indicated its intent to act as FFIN’s clearing broker-dealer subject to various conditions, including, FINRA approving FFIN’s application to become a licensed broker-dealer, FFIN and Lek agreeing upon the terms of a definitive clearing agreement, and FINRA approving such definitive clearing agreement.  Lek is an independent order execution and clearing firm founded in 1990, that provides access to equities, options, fixed income, foreign exchanges, and futures markets. Lek will clear transactions on a fully disclosed basis on behalf of FFIN as an introducing broker. As a fully disclosed clearing firm and custodian, Lek will hold, transmit, and receive customer funds and securities and send confirmations and maintain account records on each customer separately.”

FFIN Securities, Inc.

Table of Contents, page F-2

6.

Disclosure in your filing states that the acquisition agreement entered into with Timur Turlov in November 2015 provides for the possible acquisition of the entities identified as the “Freedom Companies” in your filing.  We note your statements that you have agreed to acquire these entities from Mr. Turlov and that his interest in your common stock would increase from approximately 80% to approximately 95% after giving effect to these acquisitions.  Please tell us how you considered the guidance per Rule 8-04 of Regulation S-X with regard to probable acquisitions.

Mr. H. Roger Schwall

Securities and Exchange Commission

December 23, 2015

Page 5

As discussed in more detail below, there are a number of material conditions and covenants to the Acquisition Agreement that must be met prior to the acquisition of any of the Freedom Companies.  There is no guarantee these conditions and covenants will be met or that it is “probable” they will be met.  Therefore, the Company does not consider the acquisition of any Freedom Company to be probable at this time.

As noted in “Risk Factors” in the Original Form 8-K, and as specifically set forth in Section 1.3 of the Acquisition Agreement that is filed as Exhibit 10.01 to the Original Form 8-K, the acquisition of each Freedom Company is subject to completion of certain special pre-closing covenants and conditions.  No acquisition of a Freedom Company will be completed until the Freedom Company being acquired completes and provides audited financial statements prepared in accordance with U.S. GAAP and U.S. GAAS and the requirements of the SEC. The books and records of each of the Freedom Companies have been maintained under accounting principles and regulatory requirements in their jurisdiction of organization, operation, and regulation that are materially different and perhaps less rigorous than GAAP and GAAS in the United States and SEC requirements or international accounting standards under IFRS.  These companies have established and maintained their financial records to meet regulatory reporting requirements and not with a view to preparing audited financial statements. This it is much more than merely an issue of when the audits can be completed. The threshold issue is to determine whether the books and records have been maintained with sufficient rigor and documentation to enable them to be audited at all.  For example, U.S GAAP and U.S. GAAS require third party confirmation or verification of various transactions and events, and such third party access substantially after the events or transactions in question may not be available. BMBM cannot assure when or whether the Freedom Companies can meet these financial statement requirements.

The acquisition of Freedom RU is also further conditioned upon receipt of the regulatory approval or the granting of an exemption from such regulatory approval from the National Bank of Kazakhstan of the change in ultimate beneficial ownership of Freedom KZ from Freedom RU to BMBM.  There is no guarantee the National Bank of Kazakhstan will grant approval of change in ultimate beneficial ownership to BMBM, or that the National Bank of Kazakhstan will grant an exemption from such regulatory approval.  Moreover, there is no timetable set forth for when such approval must be granted if or when such approval, or an exemption from such regulatory approval may be granted or denied, or when an exemption from such may be granted or denied.  The criteria for approval and the application of the limited published criteria is subject to significant administrative discretion.

Mr. H. Roger Schwall

Securities and Exchange Commission

December 23, 2015

Page 6

The completion of any acquisition is further dependent on BMBM having a sufficient number of authorized but unissued shares to issue the amount of stock that it has agreed to issue in the Acquisition Agreement, which it currently does not have.  Until such time as BMBM is able to prepare and file a proxy statement or information statement with the Commission, clear any Staff comments, distribute the same to its shareholders, obtain the requisite shareholder approval of a recapitalization consisting of a reverse-split of its outstanding common stock and a change in the number of shares of common stock it is authorized to issue, BMBM would be unable to complete an acquisition.  BMBM will also be required to obtain the approval of FINRA to effect the recapitalization before it can be completed.

Each of the acquisitions is also subject to the satisfaction of a number of additional conditions set forth in Sections 1.4, 2, 3 and 4 of the Acquisition Agreement that may be beyond the Company’s control that may prevent, delay, or otherwise adversely affect the completion of the proposed acquisitions of the Freedom Companies.  BMBM cannot predict whether or when any of these conditions will be satisfied.  The Acquisition Agreement provides that the proposed acquisitions of the Freedom Companies must be completed by December 31, 2016 or they will be abandoned.

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

7.

Please revise to present a statement of operations and a statement of cash flows for the period from August 25, 2014 (inception) – September 30, 2014.  Refer to instruction 1 to Rule 8-03 of Regulation S-X.

While the Articles of Incorporation of FFIN were filed on August 25, 2014, no capital contributions were made to FFIN, no shares of FFIN were issued, FFIN engaged in no operations or transactions and no services were either provided by or rendered to FFIN during the period from August 25, 2014 through September 30, 2014.  Any information that would be included in a statement of operations and a statement of cash flows for the period from August 25, 2014 to September 30, 2014 would be immaterial and would provide no meaningful information to the market, while revising the Original Form 8-K to include such statements and the corresponding revisions to the Management’s Discussion and Analysis would result in unnecessary additional expense to the Company.  Therefore, the Company respectfully requests the Staff not require the Company to amend the Original Form 8-K to present a statement of operations and a statement of cash flows for the period from August 25, 2014 to September 30, 2014.

In connection with the Company's responses to your comments, please be advised that the Company acknowledges the following:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any actio

Mail Stop 4628
December 1 7, 2015

Timur Turlov
Chief Executive Officer
BMB Munai, Inc.
324 South 400 West
Suite 150
Salt Lake City, Utah 84101

Re: BMB Munai, Inc.
 Form 8-K
Filed November 23, 2015
File No. 001 -33034

Dear Mr. Turlov :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Completion of Acquisition or Disposition of Assets, page 3

1. We note that Mr. Turlov owns 80.1% of your out standing stock.  Include a brief
discussion of your status as a controlled company after the recent acquisition and pending
acquisitions.

Business, page 5

Overview, page 5

2. We note that currently, Freedom RU and Freedom KZ execute U.S. securities
trans actions through an intermediary affiliated with Mr. Turlov in Cyprus.  Please
disclose the name of the intermediary and Mr. Turlov’s affiliation.  Also, disclose the
name of the U.S. clearing broker -dealer responsible for executing and clearing the
custome rs’ orders.

Timur Turlov
BMB Munai, Inc.
December 1 7, 2015
Page 2

 3. We note your clearing arrangement with Lek Securities  Corporation .  Please clarify
whether, to date, you have executed securities transactions in the United States for the
account of others.

Regulation, page 11

4. Given that your business will require  you to register as a broker -dealer with the SEC and
become a member of FINRA, tell us when you plan to initiate those applications.

Exhibits, page 50

5. We note that you have entered into a clearing arrangement with Lek Securities
Corporation.   Please file the clearing agreement as an exhibit, or alternatively tell us why
you believe it is not required to be filed.  Refer to Item 601(b) of Regulation S -K.

FFIN Securities, Inc.

Table of Contents, page F -2

6. Disclosure in your filing states that  the acquisition agreement entered into with Timur
Turlov in November 2015 provides for the possible acquisition of the entities identified
as the “Freedom Companies” in your filing.  We note your statements that you have
agreed to acquire these entities f rom Mr. Turlov and that his interest in your common
stock would increase from approximately 80% to approximately 95% after giving effect
to these acquisitions.  Please tell us how you considered the guidance per Rule 8 -04 of
Regulation S -X with regard to p robable acquisitions.

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

7. Please revise to present a statement of operations and a statement of cash flows for the
period from August 25, 2014 (inception) – September 30, 2 014.  Refer to instruction 1 to
Rule 8 -03 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 a nd all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Timur Turlov
BMB Munai, Inc.
December 1 7, 2015
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725 or Ethan  Horowitz,
Branch Chief, at (202) 551 -3311 if you have questions regarding comments on the financial
statements and related matters.  Please contact Anuja A. Majmudar , Attorney -Advisor, a t (202)
551-3844  or me at (202) 551 -3745 with any other questions.

Sincerely,

        /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Official of Natural Resources

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

         November 20, 2009    Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K, Amended November 12, 2009   File No. 1-33034

Dear Mr. Ler:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,            C h r i s  W h i t e          B r a n c h  C h i e f

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            November 11, 2009

            Chris White

            Branch Chief

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Form 10-K, Amended October 23, 2009

                            File No.: 1-33034

            Dear Mr. White:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated November 10, 2009. Following are the Company’s responses to your comments.

            Form 10-K, Amendment No. 1, Filed October 23, 2009

            Financial Statements

                            1.

                            Amend your filing to include a report from your independent registered public accounting firm that references the restatements to your financial statements and that includes an updated report date with regard to the restatements. We refer you to the requirements of AS 6, paragraph 9 and AU 508 paragraphs 11.d and 18A through 18C.

            On November 12, 2009, the Company filed with the Commission a Second Amendment to its Annual Report of Form 10-K/A (the “Second Amendment”). Included on page F-1 of the Second Amendment is a revised report from the Company’s independent registered public accounting firm that references the restatements to the Company’s financial statements and that includes
            an updated report date with regard to the restatements.

                                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. Chris White

                November 11, 2009

                Page 2

            Note 13 – Income Taxes, page F-30

                            2.

                            Amend your filing to include the word “restated” underneath the dates in applicable columns of all restated chares in your income tax footnote.

            The Company has included the word “restated” underneath the dates in the applicable columns of all restated charts in Note 13 Income Taxesof the Notes to the Consolidated Financial Statements. See pages

            F-30 - F-32.

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       November 10, 2009  Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K, Amended October 23, 2009   File No. 1-33034

Dear Mr. Ler:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K, Amendment No. 1, filed October 23, 2009

Financial Statements
1. Amend your filing to include a report from your independent registered public accounting firm that references the restatements to your financial statements and that includes an updated report date with regard to the restatements.  We refer you to the requirements of AS 6, paragraph 9 and AU 508 paragraph 11.d and 18A through 18C.

Note 13 - Income Taxes, page F-30

2. Amend your filing to include the word “restated” underneath the dates in
applicable columns of all restated charts in your income tax footnote.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to

Mr. Evgeny Ler
BMB Munai, Inc. November 10, 2009 Page 2

provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Sandy Eisen at (202) 551-3864 or me at (202) 551-3461 if you
have any questions.          S i n c e r e l y ,            C h r i s  W h i t e          B r a n c h  C h i e f

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            September 22, 2009

            Chris White

            Branch Chief

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

            Form 8-K filed July 8, 2009, amended September 3, 2009

                            File No.: 1-33034

            Dear Mr. White:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated September 15, 2009. Following are the Company’s responses to your comments.

            Form 8-K, Item 4.02 filed July 8, 2009, as amended September 3, 2009

                            1.

                            We are unable to understand the restatements described in your filing. We note, for example, that the cumulative change to net income described in your filing is $848,610, that is, increased income of $1,148,609 in fiscal year 2007, offset by decreased income of $299,999 in fiscal year 2008. Yet you describe an increase in shareholders’ equity of
                            only $299,999 in FY 2007 and no changes in shareholders' equity in any other fiscal year. Please explain. If you are adjusting retained earnings in FY 2006, please disclose this more clearly in your filing. Also tell us why an adjustment to equity is not required for FY 2009 and 2010.

            In response to comment 2 below, the Company has provided additional detail supporting the restatements described in Amendment No. 3 to the Current Report of the Company that was originally filed on July 8, 2009 (the “Third Amendment”), which the Company believes will clarify the restatements.

            The Company is not proposing to adjust retained earnings in FY 2006 (please see below for an explanation of journal entries that were made relating to FY 2006.) Rather, as was discussed in a conference call with the SEC staff, the journal entries relating to FY 2006 were treated as prior-period entries and adjusted through beginning balance FY 2007 retained
            earnings.

                                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. Chris White

                    September 22, 2009

                    Page 2

                In regards to the changes made to FY 2007 specifically addressed in comment 1, please note that the adjustments shown in the Third Amendment are adjustments to “previously reported” information and not adjustments to rolled-forward financial information. For instance, the change to income in FY 2007 of $1,148,609 was comprised of $848,610 relating to a
                prior-period entry, as well as $299,999 of a current period entry. The “previously reported” information is unchanged, and in effect, already includes the $848,610 entry. Therefore, in comparing “previously reported” information to the “as restated” balances, the only adjustment required is the $299,999 current entry.

                The Company believes that no adjustment to equity is required for FY 2009 and 2010 because the Company recognized the mistake during the fourth quarter of fiscal 2008 and corrected the accounting for deferred income taxes at the end of that period. Therefore, as of March 31, 2008, the Company believes the ending deferred tax liability is correct. The deferred tax provision or
                benefit is calculated by comparing the current period ending deferred tax balance to the prior period ending deferred tax balance. Since the March 31, 2008 deferred tax balance did not change, any adjustments made to the prior year deferred tax balance would be corrected in the FY 2008 deferred tax calculation.

                The Company believes that the restatements presented in the Third Amendment are correct and correspond to the periods presented in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009. Therefore, the Company does not believe an additional amendment to the Current Report on Form 8-K originally filed on July 8, 2009 is necessary.

                                2.

                                Please provide to us a more detailed description of the accounting entries that comprise your restatements.

                As noted in the Third Amendment, the Company improperly applied the different tax rates between Kazakhstan and U.S. operations to temporary differences at March 31, 2006, primarily relating to its U.S. investments in oil and gas properties and to U.S. accrued interest income. As a result, FY 2006 deferred tax liability was understated by $1,662,543. Of this amount, $848,610,
                relating the U.S. accrued interest income, was adjusted through retained earnings balance as of April 1, 2006 (beginning balance FY 2007). The amount of $813,933, which relates to the U.S. investment in oil and gas properties, did not effect retained earnings, but was rather adjusted through Oil and gas properties. In accordance with FAS 109, this deferred tax liability from oil and gas properties for the U.S. tax jurisdiction was originally recorded during FY 2005 as the result
                of a temporary difference related to the oil and gas basis from the non-taxable business combination with Emir Oil LLP. Also in accordance with FAS 109, as well as SEC guidance, this amount was capitalized to Oil and gas properties as “FAS 109 Goodwill”.

                    Mr. Chris White

                    September 22, 2009

                    Page 3

                A summary of the entries affecting beginning balance retained earnings for FY 2007 are shown below. The Company has added reference numbers to the financial statement entries and the journal entries to facilitate an understanding of the connection between the restatements and the entries that were made:

                CONSOLIDATED BALANCE SHEETS

                                ENDING BALANCES AT MARCH 31, 2006

                                ADJUSTMENTS TO ENDING BALANCES AT MARCH 31, 2006

                                OPENING BALANCES AT APRIL 1, 2006

                                APRIL 1, 2006:

                                Oil and gas properties

                                $66,683,297

                                $813,933 (1)

                                $67,497,230

                                Total assets

                                $126,582,656

                                $813,933

                                $127,396,589

                                Deferred income tax liabilities

                                $6,405,285

                                $1,662,543 (2)

                                $8,067,828

                                Total long term liabilities

                                $7,329,877

                                $1,662,543

                                $8,992,420

                                Accumulated deficit

                                ($9,244,427)

                                ($848,610) (3)

                                ($10,093,037)

                                Total shareholders’ equity

                                $114,628,804

                                ($848,610)

                                $113,780,194

                                TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

                                $126,582,656

                                $813,933

                                $127,396,589

                                April 1, 2006

                                Dr.

                                O&G prop

                                813,933 (1)

                                Dr.

                                Retained earnings

                                848,610 (3)

                                Cr.

                                Deferred tax liability

                                1,662,543 (2)

                During the fiscal year ended March 31, 2007 the Company corrected its deferred income tax liability, which resulted from improperly accounting for the benefit for exploration stage companies. The correction of this error resulted in a $299,999 decrease to deferred income taxes liability, as well as a decrease in income tax expense.

                    Mr. Chris White

                    September 22, 2009

                    Page 4

                A summary of the adjustments made to FY 2007 previously reported balances is shown below.

                                AS PREVIOUSLY REPORTED

                                ADJUSTMENTS

                                AS RESTATED

                                MARCH 31, 2007:

                                Deferred taxes

                                $7,948,297

                                ($299,999) (4)

                                $7,648,298

                                Total long term liabilities

                                $10,114,126

                                ($299,999)

                                $9,814,127

                                Accumulated deficit

                                ($8,204,936)

                                $299,999 (5)

                                ($7,904,937)

                                Total shareholders’ equity

                                $125,561,620

                                $299,999

                                $125,861,619

                                TOTAL LIABILITIES AND

                                SHAREHOLDERS’ EQUITY

                                $144,796,045

                                $0

                                $144,796,045

                                Year ended March 31, 2007

                                Dr.

                                Deferred tax liability

                                299,999 (4)

                                Cr.

                                Income tax expense

                                299.999 (5)

                As mentioned above, the year ended March 31, 2007 adjustments only include the $299,999 adjustment because the $848,610 prior period adjustment amount was already recorded as a current period entry in the “as previously reported” column instead of as an adjustment to beginning retained earnings.

                The entries below result from erroneously recording a tax expense based on income from Kazakhstan operations that, pursuant to the Company’s license and contract with the Republic of Kazakhstan and Kazakhstan tax law, the Company was not liable to recognize, due to the fact that the Company is operating in the exploration phase.

                During the fourth quarter of fiscal 2008 the Company recognized the mistake in accounting for deferred income tax and made adjustments to its financial statements in that period.

                                AS PREVIOUSLY REPORTED

                                ADJUSTMENTS

                                AS RESTATED

                                JUNE 30, 2007:

                                Deferred taxes

                                $9,475,728

                                ($1,827,430) (6)(8)

                                $7,648,298

                                Total long term liabilities

                                $11,670,225

                                ($1,827,430)

                                $9,842,795

                                Accumulated deficit

                                ($4,322,679)

                                $1,827,430 (7)(9)

                                ($2,495,249)

                                Total shareholders’ equity

                                $130,020,834

                                $1,827,430

                                $131,848,264

                                TOTAL LIABILITIES AND

                                SHAREHOLDERS’ EQUITY

                                $154,028,651

                                $0

                                $154,028,651

                    Mr. Chris White

                    September 22, 2009

                    Page 5

                                SEPTEMBER 30, 2007:

                                Deferred taxes

                                $12,019,068

                                ($4,370,770) (10)(12)

                                $7,648,298

                                Total long term liabilities

                                $74,747,418

                                ($4,370,770)

                                $70,376,648

                                Retained earnings

                                $614,394

                                $4,370,770 (11)(13)

                                $4,985,164

                                Total shareholders’ equity

                                $135,534,864

                                $4,370,770

                                $139,905,634

                                TOTAL LIABILITIES AND

                                SHAREHOLDERS’ EQUITY

                                $222,830,745

                                $0

                                $222,830,745

                                DECEMBER 31, 2007:

                                Deferred taxes

                                15,370,129

                                (7,721,831) (14)(16)

                                7,648,298

                                Total long term liabilities

                                78,557,874

                                (7,721,831)

                                70,836,043

                                Retained earnings

                                7,119,395

                                7,721,831 (15)(17)

                                14,841,226

                                Total shareholders’ equity

                                142,616,822

                                7,721,831

                                150,338,653

                                TOTAL LIABILITIES AND

                                SHAREHOLDERS’ EQUITY

                                $241,979,412

                                $0

                                $241,979,412

                                MARCH 31, 2008:

                                Deferred taxes

                                $7,544,716

                                $0

                                $7,544,716

                                Total long term liabilities

                                $71,808,702

                                $0

                                $71,808,702

                                Retained earnings

                                $23,405,627

                                $0

                                $23,405,627

                                Total shareholders’ equity

                                $159,803,931

                                $0

                                $159,803,931

                                TOTAL LIABILITIES AND

                                SHAREHOLDERS’ EQUITY

                                $254,838,093

                                $0

                                $254,838,093

                                Three months ended June 30, 2007

                                Dr.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       September 15, 2009  Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 8-K filed July 8, 2009, amended September 3, 2009   File No. 1-33034

Dear Mr. Ler:   We have reviewed your Item 4.02 Form 8-K, as amended, for compliance with the form requirements and have the following comment(s).
Form 8-K, Item 4.02 filed July 8, 2009, as amended September 3, 2009

1. We are unable to understand the restatements described in your filing.  We note, for example, that the cumulative change to net income described in your filing is $848,610, that is, increased income of $1,148,609 in fiscal year 2007, offset by decreased income of $299,999 in fiscal year 2008.  Yet you describe an increase in shareholders’ equity of only $299,999 in FY 2007 and no changes in shareholders’ equity in any other fiscal year.  Please explain.  If you are adjusting retained earnings for FY 2006, please disclose this more clearly in your filing.  Also tell us why an adjustment to equity is not required for FY 2009 and 2010.
 2. Please provide to us a more detailed description of the accounting entries that comprise your restatements.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within 5
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. Evgeny Ler
BMB Munai, Inc. September 15, 2009 Page 2

 You may contact Sandy Eisen at (202) 551-3864 or me at (202) 551-3461 if you
have any questions.          S i n c e r e l y ,
Chris White Branch Chief

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            August 28, 2009

            Chris White

            Branch Chief

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Telephone conference held August 18, 2009

            Dear Mr. White:

            The Company would like to thank you and Ms. Eisen for taking the time to discuss various matters during our telephone conference on August 18, 2009. At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to provide you certain information that will supplement the Company’s previously filed responses and to
            provide you the additional information you requested.

                            1)

                            Has there been any increase in foreign tax rates during the year ended March 31, 2007?

            There was no increase in foreign tax rates during the year ended March 31, 2007.

            After further investigation, the Company discovered two separate causes for the inconsistencies in tax rates and disclosure for the year ended March 31, 2007. First, the Company discovered that the different tax rates between Kazakhstan and U.S. operations were improperly applied to temporary differences at March 31, 2006, primarily relating to the U.S. investments in oil and gas
            properties and to U.S. accrued interest income. The Company incorrectly applied a 30% tax rate instead of a 34% tax rate to those temporary differences, which caused the 2006 deferred tax liability to be understated by $1,662,543. The issue was corrected for the year ended March 31, 2007 in the Company’s annual report on Form 10-K. Because the 2006 deferred tax liability was not corrected, the difference was reflected in the Company’s current deferred tax expense for
            2007. This caused the current tax expense amounts and disclosure to appear inconsistent with other years. The Company deems the error in 2006 to be material and proposes to correct the error retrospectively by accounting for it through prior period retained earnings in its 2007 financial information.

                Mr. Chris White

                August 28, 2009

                Page 2

            The Company found a second issue which contributed to the inconsistencies, which also relates to Commission question #2 below. The tax rates as disclosed in the rate reconciliation table were based on an incorrect income amount from Kazakhstan operations. The Company incorrectly disclosed a tax benefit from exploration phase of approximately 12% instead of 30% as shown in other
            years. The Company determined that the tax benefit calculation was based on Kazakhstan income which was overstated by $2,030,960, while U.S. income was understated by that same amount. The difference resulted from stock based compensation expense that was included in U.S. operations instead of Kazakhstan operations. Once the income attributed to each country is properly allocated, the tax benefit from exploration is approximately 30%. Total net income reported by the Company does
            not change. As this issue relates to question 2 below, the change causes the benefit and tax rates shown in the rate reconciliation to remain consistent year to year. Please refer to the updated “Income Taxes” note disclosure below, paragraph 7, to see the amended income tax rate reconciliation table the Company proposes to include in its amended reports to address this issue.

                            2)

                            Please explain why, in the year ended March 31, 2007 the Company’s tax benefit from exploration phase was approximately 12% of income from operations in Kazakhstan instead of approximately 30% as has historically been the case.

            Based on a review of the Company’s accounting and disclosures for income taxes, the benefit from exploration phase is and should remain at approximately 30% of income from Kazakhstan operations. As described in the Company’s response to question #1 above, the Company discovered two errors that caused inconsistencies in the tax rates for 2007. The Company proposes to
            amend its rate reconciliation disclosure, as shown in paragraph 7 of the updated “Income Taxes” note disclosure below, to address these issues.

                            3)

                            The Company should consider revising the line item caption “Local tax, current” in its rate reconciliation table to more accurately reflect the nature of the tax as current income tax.

            The Company proposes to change the line item caption in its rate reconciliation table from “Local tax, current” to “Current income tax in Kazakhstan.” Please refer to Income Taxes disclosure below, par.7 for amended disclosure

            In follow up to our telephone conference, the Company proposes to revise the “Income Taxes” note included in its financial statements for the fiscal year ended March 31, 2009 (and will include a similarly revised “Income Taxes”
            note in each other report it amends.)

            Rather than provide individual excerpts in response to the Commission’s comments, the Company felt it would be more convenient to provide the proposed revised “Income Taxes” note in its entirety. For ease of locating the changes from the previously proposed draft, we have highlighted those things
            that have changed. Also, for ease of reference, the Company has numbered the paragraphs below. In the actual amendment, the changes will not be highlighted and the paragraphs will not be numbered.

                Mr. Chris White

                August 28, 2009

                Page 3

            NOTE 13 - INCOME TAXES

                            1.

                            The Company’s consolidated pre-tax income is comprised primarily from operations in the Republic of Kazakhstan. Pre-tax losses from United States operations of $12,937,563, $1,827,168 and $1,506,175, for the years ended
                            March 31, 2009, 2008 and 2007, respectively, are also included in consolidated pre-tax income.

                            2.

                            According to the Exploration Contract in the Republic of Kazakhstan, for income tax purposes the Company can capitalize the exploration and development costs and deduct all revenues received during the exploration stage to calculate taxable income. As long as the Company’s capital expenditures exceed generated revenues, the Company will
                            not be subject to Kazakhstan income tax.

                            3.

                            As discussed in Note 2, Licenses and contracts, the Company was granted an Exploration contract extension. According to the terms of the Exploration contract, the Company will continue to operate in the exploration phase until January 2013.

                            4.

                            Undistributed earnings of the Company’s foreign subsidiaries since acquisition amounted to approximately $60,760,405 at March 31, 2009. Those earnings are considered to be indefinitely reinvested and, accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of those earnings, in the form of
                            dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the Republic of Kazakhstan. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits may be available to reduce a portion of the U.S. tax
                            liability.

                            5.

                            Earnings and (losses) before income taxes derived from United States and foreign operations are as follows:

                            Year ended March 31, 2009

                            Year ended

                            March 31, 2008

                            Year ended

                            March 31, 2007

                            United States

                            $    (12,937,563)

                            $      (1,827,168)

                            $    (1,506,175)

                            Kazakhstan

                            29,066,849

                            33,034,150

                            3,398,946

                            $   16,129,286

                            $   31,206,982

                            $   1,892,771

                Mr. Chris White

                August 28, 2009

                Page 4

                            6.

                            The income tax benefit in the Consolidated Statements of Operations is comprised of:

                            Year ended

                            March 31, 2009

                            Year ended

                            March 31, 2008

                            Year ended

                            March 31, 2007

                            Current tax expense

                            $                   -

                            $                  -

                            $     124,202

                            Deferred tax benefit

                            (1,028,272)

                            (103,582)

                            (419,531)

                            $ (1,028,272)

                            $   (103,582)

                            $ (295,329)

                            7.

                            The difference between the income tax expense/(benefit) reported and amounts computed by applying the U.S. Federal rate to pretax income consisted of the following:

                            Year ended

                            March 31, 2009

                            Year ended

                            March 31, 2008

                            Year ended

                            March 31, 2007

                            Tax at federal statutory rate (34%)

                            $      5,483,957

                            $    10,610,374

                            $          643,542

                            Effect of lower foreign tax rates

                            (1,601,126)

                            (876,907)

                            (75,711)

                            Tax benefit from exploration stage

                            (7,243,413)

                            (10,301,168)

                            (1,019,684)

                            Current income tax in Kazakhstan

                            -

                            -

                            124,202

                            Non-deductible expenses

                            2,332,310

                            464,119

                            32,322

                            $  (1,028,272)

                            $      (103,582)

                            $      (295,329)

                            8.

                            Effective January 1, 2009, the Republic of Kazakhstan adopted a new tax code, which decreased the corporate income rate for legal entities to 20%.

                            9.

                            Non-deductible expenses are comprised of the non-deductible portion of interest expense on intercompany loans accrued by subsidiary.

                            10.

                            As of March 31, 2009, the Company had net operating loss carry forwards for income tax purposes of $20,197,220, which if unused, will expire in 2024, 2025, 2026, 2027, 2028, and 2029.

                            11.

                            No valuation allowance was recorded against the deferred tax assets resulting from NOLs because the Company believes it will have sufficient future taxable domestic income to be offset with, primarily from accrued interest income related to loans to subsidiary.

                Mr. Chris White

                August 28, 2009

                Page 5

                            12.

                            Deferred taxes reflect the estimated tax effect of temporary differences between assets and liabilities for financial reporting purposes and those measured by tax laws and regulations. The components of deferred tax assets and deferred tax liabilities are as follows:

                            March 31, 2009

                            March 31, 2008

                            Deferred tax assets:

                            Stock based compensation

                            $        185,418

                            $       185,418

                            Liquidation fund

                            236,505

                            194,820

                            Tax losses carried forward

                            6,867,054

                            2,726,677

                            Accrued interest expense

                            5,093,405

                            5,383,177

                            12,382,382

                            8,490,092

                            Deferred tax liabilities:

                            Oil and gas properties

                            6,972,564

                            8,998,711

                            Accrued interest income

                            11,926,262

                            7,036,097

                            18,898,826

                            16,034,808

                            Net deferred tax liability

                            $  6,516,444

                            $  7,544,716

                            13.

                            Deferred income taxes for US and Kazakhstan tax jurisdiction are as follows:

                            March 31, 2009

                            March 31, 2008

                            US tax jurisdiction

                            Kazakhstan tax jurisdiction

                            US tax jurisdiction

                            Kazakhstan tax jurisdiction

                            Deferred tax assets:

                            Stock based compensation

                            $          185,418

                            $                   -

                            $        185,418

                            $                     -

                            Liquidation fund

                            -

                            236,505

                            -

                            194,820

                            Tax losses carried forward

                            6,867,054

                            -

                            2,726,677

                            -

                            Accrued interest expense

                            -

                            5,093,405

                            -

                            5,383,177

                            7,052,472

                            5,329,910

                            2,912,095

                            5,577,997

                            Deferred tax liabilities:

                            Oil and gas properties

                            6,579,121

                            393,443

                            6,746,585

                            2,252,126

                            Accrued interest income

                            11,926,262

                            -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

         July 27, 2009   Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 8-K filed July 8, 2009, amended July 14, 2009   File No. 1-33034

Dear Mr. Ler:
We have completed our review of your Form 8-K and related filings and have no
further comments at this time.          S i n c e r e l y ,              C h r i s  W h i t e          B r a n c h  C h i e f

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            July 17, 2009

            H. Roger Schwall

            Assistant Director

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Form 10-K for the Fiscal Year Ended March 31, 2008

                            Filed on June 16, 2008

                            Form 10-K for the Fiscal Year Ended March 31, 2009

                            Filed June 15, 2009

                            Response letter filed May 20, 2009

                            File No.: 1-33034

            Dear Mr. Schwall:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated July 1, 2009. Following are the Company’s responses to your comments.

            Form 10-K for the Fiscal Year Ended March 31, 2008

            Note 21 - Significant Fourth Quarter Adjustments, page F-39

                            1.

                            We note your response to prior comment number 1 (c) which states that you were incorrect in previously stating that the tax law in the Republic of Kazakhstan changed during fiscal year 2008. Your response further states that the tax law ("Tax Code #2235'') which permits you to deduct qualifying capitalized exploration and development costs against
                            revenues received during the exploration stage was enacted in April 1990. Based on your revised assertions, the estimated effective rate used to determine income tax expense (benefit) in your June 30, 2007, September 30, 2007 and December 31, 2007 financial statements should have included the provisions of Tax Code #2235. Therefore, you are required to account for this accounting change as the correction of an error pursuant to paragraphs 25

                                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

                July 17, 2009

                Page 2

            and 26 of SFAS 154, not as a fourth quarter adjustment as if the accounting change were a change in estimate. Please restate your June 30, 2007, September 30, 2007 and December 31, 2007 financial statements to correct for this error. We believe it is necessary for you to amend each of your Forms 10-Q filed during the interim periods of fiscal 2008 and your March 31, 2009 Form 10-K to
            correct for this error and to include all disclosures required by SFAS 154. If you believe that restatement and amending your Form 10-K and Forms 10-Q is not required because the error is not material to your financial statements, please provide your complete analysis pursuant to SAB Topic 1:M which supports your conclusion.

            As noted in the Current Report of the Company filed on July 8, 2009, and subsequently amended on July 13, 2009, the Company will be amending its annual reports for the fiscal years ended March 31, 2007, 2008 and 2009 and its quarterly reports for the 2008 and 2009 interim periods to correct the errors in accounting for deferred income tax and to provide the required disclosures as
            noted above.

                            2.

                            Please explain how you have calculated your revised interim tax rates for the quarters ended June 30, 2007, September 30, 2007 and December 31, 2007 and how your calculation complies with FIN 18. Please explain how you have appropriately considered interim deferred and US taxes when calculating your effective rate.

            Note 9 of FIN 18 provides for the computation of interim period tax. Note 9 provides that the estimated annual effective tax rate be applied to the year-to-date ordinary income at the end of each interim period to compute the year-to-date tax applicable to ordinary income.

            The Company calculated the revised interim tax rates for the quarters ended June 30, 2007, September 30, 2007 and December 31, 2007 based on the tax benefit from exploration stage for Kazakhstan operations and the projected operating loss from US operations. Based on these assumptions the estimated annual effective tax rate was zero and no tax expense was
            necessary.

                            3.

                            Please clarify how you have evaluated the fact that you failed to incorporate the provisions of Tax Code #2235 in calculating your income tax provisions when determining that your disclosure controls and procedures are effective as of June 30, 2007, September 30, 2007 and December 31, 2007. In addition, clarify what changes, if any, you have made to
                            remediate this apparent control deficiency.

            In light of the need to restate the financial statements for the periods ended June 30, 2007, September 30, 2007 and December 31, 2007 to correct errors in the accounting for its income tax provisions, the Company will revise its disclosure of controls and procedures in its amended reports for the periods in question to indicate that the Company’s controls and procedures
            related to accounting for income taxes were ineffective.

                Mr. H. Roger Schwall

                July 17, 2009

                Page 3

            During the quarter ended March 31, 2008 the Company enhanced its controls over deferred tax by requiring its reporting manager to become more familiar with Kazakhstan taxation issues during exploration stage and requiring its reporting manager to specifically give consideration to taxation issues in connection with the preparation of annual and interim financial
            statements.

            Form 10-K for the Fiscal Year Ended March 31, 2009

            Controls and Procedures, page 53

                            4.

                            Please clarify how you have evaluated the fact that you failed to incorporate the provisions of Tax Code #2235 in calculating your income tax provisions when determining that your disclosure controls and procedures and internal controls over financial reporting are effective as of March 31, 2009. In addition, clarify what changes, if any, you have made
                            to remediate this apparent control deficiency.

            The Company did not fail to incorporate the provisions to Tax Code #2235 in calculating its income tax provisions during the fiscal year ended March 31, 2009. As has been previously disclosed, during the fourth quarter of fiscal 2008, the Company adjusted the way it was calculating its income tax provisions to incorporate the provisions of Tax Code #2235 and has been doing so
            since that time. Therefore, with respect to this issue, the Company believes no apparent control deficiency existed at March 31, 2009.

            As noted above, the amendment to the annual report for the year ended March 31, 2008 will contain revised disclosure regarding the changes made to its controls and procedures in connection with the preparation of that annual report which should further clarify that the changes were made during the fiscal year ended March 31, 2008 and did not effect the fiscal year ended March
            31, 2009.

            Financial Statements

            Consolidated Statements of Operations, page F-4

                            5.

                            We note that you did not record an impairment charge of your oil and gas properties during fiscal 2009 notwithstanding the recent volatility in oil and gas market prices. Please provide to us your analysis in accordance with Rule 4-10(c)(4) of Regulation S-X which supports your conclusion that the application of the ceiling test did not result in an
                            impairment charge as of March 31, 2009. Please be as detailed as possible in your response.

                Mr. H. Roger Schwall

                July 17, 2009

                Page 4

            Rule 4-10(c)(4) of Regulation S-X requires an impairment charge in the event that capitalized costs, less accumulated amortization and related deferred income taxes, exceeds an amount equal to the sum of:

                            a.

                            The present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future
                            expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus

                            b.

                            the cost of properties not being amortized pursuant to paragraph (i)(3)(ii) of this section; plus

                            c.

                            the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less

                            d.

                            income tax effects related to differences between the book and tax basis of the properties referred to in paragraphs (i)(4)(i)(B) and (C) of this section.

            As of March 31, 2009 capitalized costs less accumulated amortization and related deferred income taxes was $231,509,194. This amount does not exceed:

                            a.

                            The present value of estimated future net revenues (taken from the Reserve Report of the Company's independent petroleum engineering firm as of March 31, 2009) - $254,597,000

                            b.

                            The cost of properties not being amortized - $40,580,015

                            c.

                            Lower of cost or estimated fair value of unproven properties - 0

                            d.

                            Income tax effects - $17,566,621

            The total equals, $277,610,394, which exceeded capitalized costs less accumulated amortization and related deferred income taxes by $46,101,200. Therefore, the Company did not record an impairment charge of its oil and gas properties during fiscal 2009.

            Note 13 – Income Taxes, page F-27

                            6.

                            Explain how you have determined that the error caused by failing to incorporate the provisions of Tax Code #2235 when accounting for your income taxes only relates to your interim periods in fiscal year 2008 and does not impact periods prior to fiscal year 2008. For example, please demonstrate how your income tax expense recorded for the year ended
                            March 31, 2007 considers the provisions of this tax code.

            As noted in the Current Report, the Company has determined that an error in its accounting for deferred income taxes that requires restatement occurred in the quarter ended March 31, 2007. The Company will file an amendment to its annual report for the fiscal year ended March 31, 2007 restating its financial statements to correct this error.

                Mr. H. Roger Schwall

                July 17, 2009

                Page 5

                            7.

                            We note your response to prior comment number 2 and your disclosure here which states that the Exploration contract allows you to be exempt from Kazakhstan corporate income tax for the period of the exploration phase. Please clarify whether you are exempt from Kazakhstan income taxes or are only permitted to deduct qualifying capitalized exploration and
                            development costs against revenues received during the exploration stage. In addition, clarify whether the Exploration contract or Tax Code #2235 permits you to deduct qualifying costs.

            The Company is not exempt from Kazakhstan income taxes, which the Company will clarify in its "Income Taxes" note in its amended filings. The Company is required to accumulate capital expenditures, as well as operating and G&A expenses, and to deduct revenues from this accumulated amount. Since inception, the Company’s capital expenditures have been
            substantially greater than revenues for each fiscal year. Once the Company moves to the production stage, the accumulated amount of capital expenditures will then be deducted against taxable income received during the production stage.

                            8.

                            Tell us whether the law in Kazakhstan will permit you to fully deduct depreciation and depletion expense in future years that relates to capitalized expenses already used to offset income during these exploratory phase years. If not, it appears that you should have recorded a deferred tax liability reflecting a temporary book-tax difference. Please
                            advise.

            The law in Kazakhstan will permit the Company to fully deduct depreciation and depletion expenses in future years that relate to capitalized expenses already used to offset income during exploratory stage and therefore there is no temporary difference related to this matter.

                Mr. H. Roger Schwall

                July 17, 2009

                Page 6

                            9.

                            Please tell us and revise your disclosure to clarify how the exploration stage is defined in Tax Code #2235 and the Exploration contract and how you have determined that you are still in the exploration stage as of March 31, 2009. In addition, disclose when you anticipate that you will no longer be in
                            the exploration stage and hence, no longer qualify for the tax benefit.

            Exploration stage is not defined in Tax Code #2235. Rather, the term of exploration stage is set in the Company’s contract with the Republic of Kazakhstan, which specifies that the Company is in the exploration stage. Addendum #7 to the Company's contract, which is included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
            quarter ended December 31, 2008, states that the Company is in exploration stage until January 2013. Currently, the Company anticipates it will be in exploration stage until that time.

            In response to the Commission’s comments, the Company proposes to revise the “Incomes Taxes” note included in its financial statements for the fiscal year ended March 31, 2009 (and will include a similarly revised “Income
            Taxes” note in each of the other reports it is amending.) Rather than provide individual excerpts in response to the Commission’s comments, the Company felt it would be more convenient to provide the proposed revised “Income Taxes” note in its entirety. Also, for ease of reference in responding to specific comments below, the Company
            has numbered the paragraphs below. The paragraphs in the amendment will not be numbered.

            NOTE 13 - INCOME TAXES

                            1.

                            The Company’s consolidated pre-tax income is comprised primarily from operations in the Republic of Kazakhstan. Pre-tax losses from United States operations of $12,937,563, $1,827,168 and $3,537,135, for the years ended March 31,

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            July 14, 2009

            Chris White

            Branch Chief

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Form 8-K for filed July 8, 2009

                            File No.: 1-33034

                Dear Mr. White:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated July 9, 2009. Following are the Company’s responses to your comments.

            Form 8-K filed July 8, 2009

                            1.

                            We note that you date your report July 2, 2009, and state in the first paragraph that you concluded on July 2, 2009, that certain financial statements are required to be restated due to accounting errors in those periods. This date appears to be inconsistent with representations made to us in your response letter dated May 6, 2009, where you acknowledge
                            on page 6 that restatement is required for the quarters of fiscal 2008. Therefore, it appears that the date of non-reliance on your previously issued fiscal year 2008 quarterly financial statements was May 6, 2009, not July 2, 2009. Please advise or revise your Form 8-K to disclose the accurate date of non-reliance for your fiscal year 2008 quarterly reports.

            Concurrent with the filing of this correspondence, the Company will file Amendment No. 1 to the Form 8-K filed July 8, 2009 correcting the "Date of Report" and the date of determination of non-reliance to May 6, 2009.

                                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. Chris White

                July 14, 2009

                Page 2

                            2.

                            You state that financial statements are required to be restated for the years ended March 31, 2009, 2008 and 2007, and the interim quarters of fiscal 2008 and 2009. Please explain to us and disclose why you have only provided the adjustments for the years ended March 31, 2008 and 2007, and the interim quarters of fiscal 2008.

            In the Form 8-K, the Company provided adjustments only for the years ended March 31, 2008 and 2007 and the interim quarters of fiscal 2008 because those are the only periods in which adjustments will be made to the financial statements. As noted in the Company’s Annual Report on Form 10-K for the year ended March 31, 2008, during the fourth quarter of fiscal 2008 the Company
            made adjustments to correct the accounting for deferred income taxes. As a result of these adjustments, the Company believes its accounting for deferred income taxes for the fiscal year ended March 31, 2009 and the interim quarters for fiscal 2009 is correct and does not require restatement.

            The Company intends to restate its reports for the fiscal year ended March 31, 2009 and the interim quarters of fiscal 2009, solely for the purpose of correcting the prior year comparative information, as shown in the adjustments provided in the Form 8-K filed on July 8, 2009. The Company does not anticipate adjustments to the financial statements for the fiscal year end March 31,
            2009 or interim quarters for fiscal 2009.

            For clarification purposes, the Company has included an explanation of the foregoing in the Explanatory Noteand in the last two sentences of the first paragraph of Item 4.02in the Amendment to the Current Report that will be filed concurrently with this
            correspondence.

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

       July 9, 2009  Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 8-K filed July 8, 2009
File No. 1-33034

Dear Mr. Ler:
We have reviewed your Item 4.02 Form 8-K for compliance with the form
requirements and have the following comments.

Form 8-K filed July 8, 2009

1. We note that you date your report July 2, 2009, and state in the first paragraph that you concluded on July 2, 2009, that certain financial statements are required to be restated due to accounting errors in those periods.  This date appears to be inconsistent with representations made to us in your response letter dated May 6, 2009, where you acknowledge on page 6 that restatement is required for the quarters of fiscal 2008.  Therefore, it appears that the date of non-reliance on your previously issued fiscal year 2008 quarterly financial statements was May 6, 2009, not July 2, 2009.  Please advise or revise your Form 8-K to disclose the accurate date of non-reliance for your fiscal year 2008 quarterly financial statements.
2. You state that financial statements are required to be restated for the years ended March 31, 2009, 2008 and 2007, and the interim quarters of fiscal 2008 and 2009.  Please explain to us and disclose why you have only provided the adjustments for the years ended March 31, 2008 and 2007, and the interim quarters of fiscal 2008.

Mr. Evgeny Ler
BMB Munai, Inc. July 9, 2009 Page 2

You may contact Sandy Eisen at (202) 551-3864, or me at (202) 551-3461 if you
have questions.          S i n c e r e l y ,
Chris White Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       July 1, 2009  Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2008
Filed June 16, 2008 Form 10-K for the Fiscal Year Ended March 31, 2009 Filed June 15, 2009 Response letter filed May 20, 2009
  File No. 1-33034

Dear Mr. Ler:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 10-K for the year ended March 31, 2008

Note 21 – Significant Fourth Quarter Adjustments, page F-39

1. We note your response to prior comment number 1(c) which states that you were incorrect in previously stating that the tax law in the Republic of Kazakhstan changed during fiscal year 2008.  Your response further states that the tax law (“Tax Code #2235”) which permits you to deduct qualifying capitalized exploration and development costs against revenues received during the exploration stage was enacted in April 1990.  Based on your revised assertions, the estimated effective rate used to determine income tax expense (benefit) in your June 30, 2007, September 30, 2007 and December 31, 2007 financial statements should have included the provisions of Tax Code #2235.  Therefore, you are required to account for this accounting change as the correction of an error pursuant to paragraphs 25 and 26 of SFAS 154, not as a fourth quarter

Mr. Evgeny Ler
BMB Munai, Inc.
July 1, 2009 Page 2

adjustment as if the accounting change were a change in estimate.  Please restate your June 30, 2007, September 30, 2007 and December 31, 2007 financial statements to correct for this error.  We believe it is necessary for you to amend each of your Forms 10-Q filed during the interim periods of fiscal 2008 and your March 31, 2009 Form 10-K to correct for this error and to include all disclosures required by SFAS 154.  If you believe that restatement and amending your Form 10-K and Forms 10-Q is not required because the error is not material to your financial statements, please provide your complete analysis pursuant to SAB Topic 1:M which supports your conclusion.
 2. Please explain how you have calculated your revised interim tax rates for the quarters ended June 30, 2007, September 30, 2007 and December 31, 2007 and how your calculation complies with FIN 18.  Please explain how you have appropriately considered interim deferred and US taxes when calculating your effective rate.
 3. Please clarify how you have evaluated the fact that you failed to incorporate the provisions of Tax Code #2235 in calculating your income tax provisions when determining that your disclosure controls and procedures are effective as of June 30, 2007, September 30, 2007 and December 31, 2007.  In addition, clarify what changes, if any, you have made to remediate this apparent control deficiency.
 Form 10-K for the Fiscal Year Ended March 31, 2009

 Controls and Procedures, page 53

 4. Please clarify how you have evaluated the fact that you failed to incorporate the provisions of Tax Code #2235 in calculating your income tax provisions when determining that your disclosure controls and procedures and internal controls over financial reporting are effective as of March 31, 2009.  In addition, clarify what changes, if any, you have made to remediate this apparent control deficiency.
 Financial Statements

Consolidated Statements of Operations, page F-4

5. We note that you did not record an impairment charge of your oil and gas properties during fiscal 2009 notwithstanding the recent volatility in oil and gas market prices.  Please provide to us your analysis in accordance with Rule 4-10(c)(4) of Regulation S-X which supports your conclusion that the application of
the ceiling test did not result in an impairment charge as of March 31, 2009.  Please be as detailed as possible in your response.

Mr. Evgeny Ler
BMB Munai, Inc.
July 1, 2009 Page 3

 Note 13 – Income Taxes, page F-27

 6. Explain how you have determined that the error caused by failing to incorporate the provisions of Tax Code #2235 when accounting for your income taxes only relates to your interim periods in fiscal year 2008 and does not impact periods prior to fiscal year 2008.  For example, please demonstrate how your income tax expense recorded for the year ended March 31, 2007 considers the provisions of this tax code.
 7. We note your response to prior comment number 2 and your disclosure here which states that the Exploration contract allows you to be exempt from Kazakhstan corporate income tax for the period of the exploration phase.  Please clarify whether you are exempt from Kazakhstan income taxes or are only permitted to deduct qualifying capitalized exploration and development costs against revenues received during the exploration stage.  In addition, clarify whether the Exploration contract or Tax Code #2235 permits you to deduct qualifying costs.
 8. Tell us whether the law in Kazakhstan will permit you to fully deduct depreciation and depletion expense in future years that relates to capitalized expenses already used to offset income during these exploratory phase years.  If not, it appears that you should have recorded a deferred tax liability reflecting a temporary book-tax difference.  Please advise.
 9. Please tell us and revise your disclosure to clarify how the exploration stage is defined in Tax Code #2235 and the Expl oration contract and how you have
determined that you are still in the exploration stage as of March 31, 2009.  In addition, disclose when you anticipate that you will no longer be in the exploration stage and hence, no longer qualify for the tax benefit.
 10. You disclose net operating losses (“NOL’s”) as of March 31, 2008, at the bottom of page F-28.  Please revise to disclose NOL’s as of March 31, 2009.

11. We note that you have an outside basis difference as you have unremitted
earnings from your subsidiary in Kazakhstan.  Please demonstrate the evidence that you have relied upon, in addition to the fact that you have not historically distributed foreign earnings, when determining that you have the ability and intent to essentially permanently invest these earnings.  Please clarify how you plan to use the undistributed earnings within your Kazakhstan operations and how this plan supports your conclusion.  In addition, explain how you have determined that these undistributed earnings will not be required to fund operations outside of Kazakhstan.

Mr. Evgeny Ler
BMB Munai, Inc.
July 1, 2009 Page 4

 12. We note that you begin your rate reconciliation based on your foreign tax (benefit) based on the foreign statutory rate.  Please revise your disclosure to begin your reconciliation with the amount of income tax expense that would result from applying the domestic statutory tax rate to pretax income from operations, not the foreign tax.  We refer you to the disclosure requirement of paragraph 47 of SFAS 109.  In addition, ensure that the US statutory rate cited parenthetically in your reconciliation multiplied by pretax income from continuing operations equals the sum presented in the footnote.  For example, your footnote reads “Domestic benefit at federal statutory rate (34%).”  However, multiplying your fiscal year 2009 pretax income from continuing operations by 34% does not equal the amount that is presented in your table.
 13. Please further revise your rate reconciliation to separately disclose all significant reconciling items.  In this respect, please separately disclose the foreign tax which is at a different tax rate than the US statutory rate and the tax benefit that you receive for qualifying exploration and development costs, instead of presenting these items on a net basis.
 14. Please clarify the nature of the non-deductible expenses that you have included in your rate reconciliation.
 15. We note your disclosure which states that you have included the effect of the change of Kazakhstan tax rate to 20% in the “Other” caption within your rate reconciliation.  Please clarify why it was necessary to reflect the impact of this change within the “Other” caption when you have calculated your foreign tax rate based on a 20% statutory tax rate.

16. Please clarify how you have determined that it is appropriate to recognize your
deferred tax asset related to your NOL’s at a 34% tax rate.  In addition, clarify the rate used to calculate your deferred tax liabilities.
 17. Please explain to us in detail how you have determined that it is more likely than not that your deferred tax assets related to your NOL’s will be realized and hence, no valuation allowance is required pursuant to paragraphs 17 through 25 of SFAS 109.  As part of your response, please tell us the source(s) of taxable income that you relied upon when determining that you will have sufficient taxable income to support the realization of the deferred tax asset; we refer you to paragraph 21 of SFAS 109.
 18. We note that you have recorded deferred tax assets and liabilities related to oil and gas properties in your US tax jurisdiction.  Please clarify how you have determined that these properties are within your US tax jurisdiction.  In this

Mr. Evgeny Ler
BMB Munai, Inc. July 1, 2009 Page 5

respect, we note your disclosure on page 29 which states that all of your oil and natural gas producing activities are conducted in the Republic of Kazakhstan.

19. We note your response to prior comment 3 in our letter dated May 11, 2009.
Please be advised that your requirement to file a Form 8-K on a timely basis when you have concluded that any previously issued financial statements, including interim financial statements, should no longer be relied upon because of an error is a requirement that is independent of your possible need to amend previously filed Forms 10-K or 10-Q.
  Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Sandy Eisen at (202) 551-3864, or Chris White, Branch Chief,
at (202) 551-3461 if you have questions regarding comments on the financial statements and related matters.  Please contact Tracey McNeil at (202) 551-3392 or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            May 20, 2009

            H. Roger Schwall

            Assistant Director

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.Form 10-K for the Fiscal Year Ended March 31, 2008

                            Filed on June 16, 2008

                            Response letter files May 6, 2009

                            File No.: 1-33034

            Dear Mr. Schwall:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated May 11, 2009. Following are the Company’s responses to your comments.

            Form 10-K for the Fiscal Year Ended March 31, 2008

            Note 21 - Significant Fourth Quarter Adjustments, page F-39

                            1.

                            We note your response to prior comment 5 in our letter dated April 9, 2009, and we are considering your proposed resolution of this issue. However, we do not believe that you have provided all of the requested information in our prior comment. Accordingly, we reissue prior comment number 5 as follows:

                            (a)

                            Clarify when the tax laws changed which allowed you to offset taxable income with capital expenditures. Specify the date when the law was enacted.

                            (b)

                            Explain the impact that the change in the tax law had on your effective rate.

                            (c)

                            Explain other causes for the change in your effective tax rate for fiscal 2008.

                                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

                May 20, 2009

                Page 2

            (a)            The Kazakhstani tax legislation is constantly changing and evolving. For example, in May 2008 Kazakhstan enacted an export duty for crude oil, which as reported in the Company’s filings, directly affected the Company. This export duty was subsequently cancelled effective January 2009 with the enactment of a new Tax code which
            took effect January 1, 2009. In this environment, the Company felt that it used its best estimate in determining the expected effective annual tax rate for its fiscal year. As a result of the constantly changing tax code provisions, the Company used a conservative estimate.

            The Company was incorrect in previously communicating to you the effective date of the tax provision allowing capital expenditures to offset income to arrive at taxable income. In researching this specific issue the Company has determined that offsetting income received during the exploration stage with capitalized expenditures is stated in the Kazakh tax law, Tax Code #2235. This
            Code section was issued in April 24, 1990 (as amended March 29, 2000) and was applicable to the Company during the fiscal year ended March 31, 2008. This Tax Code #2235 was in place when the Company executed its exploration contract with the government of the Republic of Kazakhstan. This Code provision simply allows income during the exploration stage (as defined in the law) to be offset with capitalized expenditures.

            (b)      There was no change in the tax law so there was no change in our effective rate. Please see response to  comment #2.

            (c)       There were no government imposed causes for the change in our effective tax rate for fiscal 2008. The effective tax rate used in the first three quarters of the March 31, 2008 fiscal year was the best estimate, at the time, of the expected, annual, effective tax rate. It was based on an approximate 34% rate
            and for each quarter of the fiscal year was applied in accordance with FIN 18, where the estimated annual effective tax rate was applied to the year-to-date ordinary income at the end of each quarter to compute the year-to-date tax. The interim period tax relating to ordinary income was the difference between the year-to-date amount and the amount reported for the previous interim periods for the fiscal year.

                            2.

                            We note the restated quarterly financial data as provided in response to prior comment number 5. Please clarify how your restated estimated annual effective rate as of June 30, 2007, September 30, 2007 and December 31, 2007 complies with paragraphs 7 through 9 of FIN 18. In this respect, explain how you determined that the restated tax expense in each
                            quarter was properly calculated in accordance with FIN 18.

            The effective tax rate used in the restated quarters of the March 31, 2008 fiscal year was zero. It was applied in accordance with FIN 18, where the estimated annual effective tax rate was applied to the year-to-date ordinary income at the end of each quarter to compute the year-to-date tax. The interim period tax relating to

                Mr. H. Roger Schwall

                May 20, 2009

                Page 3

            ordinary income was the difference between the year-to-date amount and the amount reported for the previous interim periods for the fiscal year. The taxes that had been estimated in the original quarterly calculations were basically reversed to arrive at the restated numbers.

            As additional commentary, the Company had an effective zero income tax expense in quarters ended June 30, 2007, September 30, 2007 and December 31, 2007 for the following reason:

            The Company’s income is comprised primarily from operations in Kazakhstan. According to the Exploration Contract in the Republic of Kazakhstan, for income tax purposes the Company can use capitalized exploration and development costs as deductions against revenues received during the exploration stage to calculate taxable income. Therefore, the Exploration Contract, in
            effect, allows the Company to be exempt from Kazakhstan corporate income tax for the period of exploration phase.

                            Also, and in addition, according to FAS 109 Paragraph 288:

            Temporary Difference. The Board believes it should be presumed that all undistributed earnings of a subsidiary will be transferred to the parent company. Accordingly, the undistributed earnings of a subsidiary included in consolidated income should be accounted for as a temporary difference unless the tax law provides a means by which the investment in a domestic subsidiary
            can be recovered tax free. However, for reasons described in FASB Statement No. 109, Accounting for Income Taxes, a deferred tax liability is not recognized for (a) an excess of the amount for financial reporting over the tax basis of an investment in a foreign subsidiary that meets the criteria in paragraph 12 of this Opinionand (b) undistributed earnings of a domestic subsidiary that arose in fiscal
            years beginning on or before December 15, 1992 and that meet the criteria in paragraph 12 of this Opinion.

            A deferred tax liability is not recognized for the following types of temporary differences unless it becomes apparent that those temporary differences will reverse in the foreseeable future:

            a. An excess of the amount for financial reporting over the tax basis of an investment in a foreign subsidiaryor a foreign corporate joint venture as defined in APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock, that is essentially permanent
            in duration.

                Mr. H. Roger Schwall

                May 20, 2009

                Page 4

                        The income from foreign operations is not recorded in the U.S. tax return unless the earnings are distributed to the parent by way of dividends or distributions. Since inception, BMB has never paid dividends and has reinvested all earnings into the Company.

            Therefore, a deferred liability for this foreign income does not need to be recognized on the consolidated financial statements.

            The Company feels that its accounting for the quarterly and annual income tax was appropriate except for the estimated annual effective tax rate of approximately 34% that was used in the original quarterly calculations as its best estimate.

                            3.

                            Please be mindful of the disclosure requirements of Form 8-K, Item 4.02, which requires you to file such exchange act form with all required disclosure of the form) when you have concluded that any previously issued financial statements should no longer he relied upon because of an error in the financial statements. Form 8-K is required to be filed
                            within four business days after you have reached such a conclusion.

            The Company again proposes to address this issue prospectively. The Company believes that amending the quarterly reports for the first three fiscal quarters of 2008 is unnecessary, and that such amendments would be of little benefit to the market and investors for the following reasons which were presented in the previous response letter:

                            •

                            none of the periods in question will appear for comparative purposes, or otherwise, in the quarterly reports of the Company going forward. The Company’s next quarterly report will be for the quarter ended June 30, 2009. That report will include interim financial statements for the quarters ended June 30, 2009 and 2008. It will not present
                            comparative numbers for the quarter ended June 30, 2007, nor will subsequent quarterly reports present the comparative numbers for the quarters in question;

                            •

                            the quarterly reports in question actually understate net income and earnings per share because the Company was recording an unnecessary tax expense during the periods in question. Amending those statements would have no value to the market or investors now; and

                            •

                            the Company believes the filing of amended reports to correct an error in the calculation of deferred income tax expense during prior year fiscal quarters may create confusion in the market and among investors rather than provide greater clarity.

                Mr. H. Roger Schwall

                May 20, 2009

                Page 5

                        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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       May 11, 2009  Mr. Evgeny Ler Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2008
Filed June 16, 2008 Response letter filed May 6, 2009
  File No. 1-33034

Dear Mr. Ler:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2008

Note 21 – Significant Fourth Quarter Adjustments, page F-39
 1. We note your response to prior comment 5 in our letter dated April 9, 2009, and we are considering your proposed resolution of this issue.  However, we do not believe that you have provided all of the requested information in our prior comment.  Accordingly, we reissue prior comment number 5 as follows:

(a) Clarify when the tax laws changed which allowed you to offset taxable income with capital expenditures.  Specify the date when the law was enacted.
(b) Explain the impact that that the change in the tax law had on your effective rate.
(c) Explain other causes for the change in your effective tax rate for fiscal 2008.
 2. We note the restated quarterly financial data as provided in response to prior comment number 5.  Please clarify how your restated estimated annual effective

Mr. Evgeny Ler
BMB Munai, Inc. May 11, 2009 Page 2

rate as of June 30, 2007, September 30, 2007 and December 31, 2007 complies with paragraphs 7 through 9 of FIN 18.  In this respect, explain how you determined that the restated tax expense in each quarter was properly calculated in accordance with FIN 18.
 3. Please be mindful of the disclosure requirements of Form 8-K, Item 4.02, which requires you to file such exchange act form (with all required disclosure of the form) when you have concluded that any previously issued financial statements should no longer be relied upon because of an error in the financial statements.  Form 8-K is required to be filed within four business days after you have reached such a conclusion.
  Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Sandy Eisen at (202) 551-3864, or Chris White, Branch Chief,
at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact Tracey McNeil at (202) 551-3392 or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            May 6, 2009

            H. Roger Schwall

            Assistant Director

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Form 10-K for the Fiscal Year Ended March 31, 2008

                            Filed on June 16, 2008

                            Response letter files March 6, 2009

                            File No.: 1-33034

            Dear Mr. Schwall:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated April 9, 2009. Following are the Company’s responses to your comments.

            Form 10-K for the Fiscal Year Ended March 31, 2008

            Marketing and Sales to Major Customers, page 8

                            1.

                            We note your response to prior comment 1. Please revise your disclosure to describe the material terms of your supply arrangement with Euro-Asian Oil.

            The fourth paragraph under the heading “Marketing and Sales to Major Customers” on page 8 already provides some of the material terms of the Company’s supply arrangement with Euro-Asian Oil. The Company proposes to provide additional disclosure by revising the paragraph as follows:

            “Our crude oil exports are transported via the Aktau sea port to world markets. Pursuant to our agreement with Euro-Asian Oil, delivery is FCA (Incoterms 2000) at the railway station in Mangishlak. The oil is shipped via railway cars provided by Euro-Asian Oil. The volume and sales price are determined on a monthly basis, with all payments being coverd by an irrevocable
            standby letter of credit opened through a first-class international bank. Sales price is based on the average quoted Brent crude oil price from Platt's Crude Oil Marketwire for the three days following the bill of lading date less a discount for transportation expenses, freight charges and other expenses. The quality of crude oil supplied must meet minimum quality specifications.

                            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

            May 6, 2009

            Page 2

            Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

                        2.

                        We note your response to prior comment 2. Please expand the proposed disclosure to specify the amounts of environmental payments paid for the years ended March 31, 2008 and March 31, 2007.

            The Company proposes to revise the third bullet point of the third paragraph of its disclosure under the heading “General and Administrative Expenses”on page 36 to clarify that the “environmental payments” was for the flaring of natural gas:

            “a 208% increase in taxes from environmental payments for flaring of increased volumes of unused natural gas resulting from increased production. The amount of the environmental payments totaled to $984,542 and $222,414 in the years ended March 31, 2008 and March 31, 2007, respectively; and”

            Exhibits, page 69

                            3.

                            We note your response to our prior comment 13. Please supplementally provide us with your amended exhibit index. We note that the index should include the document that evinces your supply arrangement with Euro-Asian Oil, your main customer.

            Following please find our proposed amended exhibit index, which includes the document that evinces our supply arrangement with Euro-Asian Oil (Exhibit 10.11):

                            Exhibit No.

                            Exhibit Description

                            2.1

                            Certificate of Merger dated February 15, 1994(1)

                            2.2

                            Plan and Agreement of Merger dated February 15, 1994(2)

                            2.3

                            Plan and Agreement of Merger(7)

                            3.1

                            Certificate of Incorporation of AU ‘N AUG dated February 15, 1994(1)

                            3.2

                            Certificate of Amendment to Certificate of Incorporation of AU ‘N AUG dated April 11, 1994(1)

                            3.3

                            Certificate of Amendment to Certificate of Incorporation of InterUnion Financial Corporation dated October 17, 1994(1)

                            3.4

                            Amended Certificate of Incorporation(8)

                            3.5

                            Articles of Incorporation of BMB Munai, Inc.(13)

                            3.6

                            Amendment to Articles of Incorporation of BMB Munai, Inc.(16)

                            3.7

                            Bylaws of InterUnion Financial Corporation(1)

                            3.8

                            Amended By-Laws(11)

                            3.9

                            By-Laws of BMB Munai, Inc. (as amended through January 13, 2005)(13)

                            3.10

                            By-Laws of BMB Munai, Inc. (as amended through June 23, 2006)(16)

                            3.11

                            Certificate of Amendment of By-Laws of BMB Munai, Inc. (as amended through March 26, 2008) (22)

                            4.1

                            Instruments Defining the Rights of Security Holders Including Indentures(2)

                            4.2

                            BMB Munai, Inc. 2004 Stock Incentive Plan(12)

                            4.3

                            Registration Rights Agreement dated December 2005(15)

                            4.4

                            Trust Deed Relating to U.S. $60,000,000 5.0 per cent Convertible Notes

                            due 2012(19)

                            4.5

                            Registration Rights Agreement dated July 13, 2007(19)

                            4.6

                            Paying and Conversion Agency Agreement dated July 13, 2007(19)

            Mr. H. Roger Schwall

            May 6, 2009

            Page 3

                            4.7

                            Form of 5.0% Convertible Notes due 2012(19)

                            4.8

                            Indenture dated September 19, 2007(20)

                            4.9

                            Form of 5.0% Convertible Senior Note due 2012(20)

                            4.10

                            BMB Munai, Inc. 2009 Equity Incentive Plan(23)

                            10.1

                            ITM Software Development Agreement(2)

                            10.2

                            Letter of Understanding dated November 30, 1995(2)

                            10.3

                            Investment Management Agreement dated December 20, 1995(3)

                            10.4

                            Agreement between Havensight Holdings Ltd. and InterUnion Financial Corporation dated January 19, 1995(3)

                            10.5

                            Letter of Understanding dated September 26, 1996(4)

                            10.6

                            Letter Agreement dated January 7, 1997(4)

                            10.7

                            Amendment to Letter of Understanding dated April 16, 1997(5)

                            10.8

                            Services Agreement dated July 5, 2002(6)

                            10.9

                            Agency Agreement dated November 26, 2003(7)

                            10.10

                            Share Purchase and Sale Agreement dated May 24, 2004(9)

                            10.11

                            Contract #EO-EAO/30-12 for the Sales and Purchase of Crude Oil between Emir Oil LLP and Euro-Asian Oil AG*

                            10.12

                            Contract for Carrying Out Exploration of Hydrocarbon Resources*

                            10.13

                            Addendum No. 1 to Contract for Carrying Out Exploration of Hydrocarbon Resources*

                            10.14

                            Addendum No. 2 to Contract for Carrying Out Exploration of Hydrocarbon Resources*

                            10.15

                            Addendum No. 3 to Contract for Carrying Out Exploration of Hydrocarbon Resources(14)

                            10.16

                            Addendum No. 4 to Contract for Carrying Out Exploration of Hydrocarbon Resources*

                            10.17

                            Form Restricted Stock Agreement of BMB Munai, Inc. dated March 30, 2007 (17)

                            10.18

                            Form Employment Agreement(18)

                            10.19

                            Placement Agreement dated July 13, 2007(19)

                            10.20

                            Indenture dated September 19, 2007(20)

                            10.21

                            Consulting Agreement dated November 19, 2007(21)

                            10.22

                            Addendum No. 5 to Contract for Carrying Out Exploration of Hydrocarbon Resources(24)

                            10.23

                            Addendum to Contract #EO-EAO/30-12 Between Emir Oil LLP and Euro-Asian Oil AG*

                            10.24

                            Form Restricted Stock Agreement of BMB Munai, Inc. dated July 17, 2008 (25)

                            10.25

                            Employment Agreement – Leonard Stillman(25)

                            10.26

                            Revised Consulting Agreement dated September 16, 2008(26)

                            10.27

                            Addendum No. 6 to Contract for Carrying Out Exploration of Hydrocarbon Resources (27)

                            10.28

                            Addendum No. 7 to Contract for Carrying Out Exploration of Hydrocarbon Resources (28)

                            12.1

                            Computation of Earnings to Fixed Charges(29)

                            14.1

                            Code of Ethics(10)

                            21.1

                            Subsidiaries(29)

                            23.1

                            Consent of Chapman Petroleum Engineering Ltd., Independent Petroleum Engineers*

                            23.2

                            Consent of Hansen, Barnett & Maxwell, P.C., Independent Registered Public Accounting Firm*

                            23.3

                            Consent of BDO Kazakhstanaudit, LLP Independent Registered Public Accounting Firm*

            Mr. H. Roger Schwall

            May 6, 2009

            Page 4

                            31.1

                            Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

                            31.2

                            Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

                            32.1

                            Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

                            32.2

                            Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

                            *

                            Filed herewith.

            (1) Incorporated by reference to the Registration Statement of the Registrant on Form 10-SB filed with the Commission on August 7, 1996.

            (2) Incorporated by reference to the Amended Registration Statement of the Registrant on Form 10-SB/A filed with the Commission on November 14, 1996.

            (3) Incorporated by reference to the Amended Registration Statement of the Registrant on Form 10-SB/A filed with the Commission on March 31, 1997.

            (4) Incorporated by reference to the Amended Registration Statement of the Registrant on Form 10-SB/A filed with the Commission on April 15, 1997.

            (5) Incorporated by reference to Registrant’s Annual Report on Form 10-KSB filed with the Commission on June 20, 1997.

            (6) Incorporated by reference to the Registration Statement of the Registrant on S-8 filed with the Commission on August 30, 2002.

            (7) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on December 11, 2003.

            (8) Incorporated by reference to Registrant’s Quarterly Report on Form 10-QSB filed with the Commission on February 20, 2004.

            (9) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on May 25, 2004.

            (10) Incorporated by reference to Registrant’s Annual Report on Form 10-KSB filed with the Commission on June 29, 2004.

            (11) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on September 3, 2004.

            (12) Incorporated by reference to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 20, 2004.

            (13) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on January 18, 2005.

            (14) Incorporated by reference to Registrant’s Quarterly Report on Form 10-QSB filed with the Commission on February 14, 2005.

            (15) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2005.

            (16) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on June 26, 2006.

            (17) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on April 5, 2007.

            (18) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on April 12, 2007.

            (19) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on July 19, 2007.

            (20) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on September 25, 2007.

            (21) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on November 21, 2007.

            (22) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on April 1, 2008.

            (23) Incorporated by reference to Registrant’s Revised Definitive Proxy Statement on Schedule 14A filed with the Commission on June 23, 2008.

            (24) Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on June 25, 2008.

            Mr. H. Roger Schwall

            May 6, 2009

            Page 5

            (25) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2

CORRESP
1
filename1.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

April 23, 2009

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

            Re:

            BMB Munai, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2008

            Filed on June 16, 2008

            Response letter filed March 6, 2009

            File No.: 1-33034

Dear Mr. Schwall:

This letter is written in response to a staff comment letter dated April 9, 2009, from your office addressed to BMB Munai, Inc.  The Company has asked our offices to inform you that it will not complete its responses within ten business days of receipt of your letter.  The Company anticipates that it will file its response to the comment letter by no later than May 7, 2009.

            If you have any questions, please contact me directly.

            Very truly yours,

            POULTON & YORDAN

            /s/

            Richard T. Ludlow

            Richard T. Ludlow

            Attorney at Law

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       April 9, 2009  Mr. Leonard Stillman Interim Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2008
Filed June 16, 2008 Response letter filed March 6, 2009
  File No. 1-33034

Dear Mr. Stillman:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2008

Marketing and Sales to Major Customers, page 8
 1. We note your response to prior comment 1.  Please revise your disclosure to describe the material terms of your supply arrangement with Euro-Asian Oil.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
 2. We note your response to prior comment 2.  Please expand the proposed disclosure to specify the amounts of environmental payments paid for the years ended March 31, 2008 and March 31, 2007.

Exhibits, page 69

Mr. Leonard Stillman
BMB Munai, Inc.
April 9, 2009 Page 2

 3. We note your response to our prior comment 13.  Please supplementally provide us with your amended exhibit index.  We note that the index should include the document that evinces your supply arrangement with Euro-Asian Oil, your main customer.
 Financial Statements

 Note 14 – Share and Additional Paid In Capital

Common Stock Grants, page F-29

4. We note your response to prior comment 21 in our letter dated February 12, 2009.  Please explain to us further why you believe that it is appropriate to include shares that are contingently issuable in your calculation of basic earnings per share (“EPS”).  SFAS 128, paragraph 10, states that contingently issuable shares shall be considered outstanding and included in the computation of basic EPS as of the date that all necessary conditions have been satisfied.   Thus it appears that prior to the anticipated vesting requirement being met in July 2009, the shares would be included in diluted EPS only.  We note your consideration of the fact that recipients have voting rights and can participate as stockholders.  Please provide the authoritative guidance you relied upon to support your inclusion of these shares in the basic EPS calculation based upon these criteria.
 Note 21 – Significant Fourth Quarter Adjustments, page F-39

 5. Your response to prior comment number 22 indicates that you had a change in estimate during the fourth quarter of fiscal year 2008 was primarily caused by a change in tax laws and regulations.  Please address the following additional comments with respect to your response:

• Clarify when the tax laws changed which allowed you to offset taxable income with capital expenditures.  Specify the date the date law was enacted and how you determined that you revised your tax rate in the appropriate quarter pursuant to paragraph 8 of FASB Interpretation No. 18 (“FIN 18”).
• Explain how estimating your effective tax rate based on the prior year rate complies with paragraphs 7 through 9 of FIN 18.
• Explain the impact that that the change in the tax law had on your effective rate.  Explain the other causes for the change in your effective tax rate; that is, please clarify any other adjustments that you recorded in the fourth quarter of fiscal year 2008 that impacted your income tax expense for the year.

Mr. Leonard Stillman
BMB Munai, Inc. April 9, 2009 Page 3

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Sandy Eisen at (202) 551-3864, or Chris White, Branch Chief,
at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact Tracey McNeil at (202) 551-3392 or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            RICHARD T. LUDLOW

            March 6, 2009

            H. Roger Schwall

            Assistant Director

            United States Securities and Exchange Commission

            Division of Corporate Finance

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

                            Form 10-K for the Fiscal Year Ended March 31, 2008

                            Filed on June 16, 2008

                            File No.: 1-33034

            Dear Mr. Schwall:

            At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated February 12, 2009. Following are the Company’s responses to your comments.

            Form 10-K for the Fiscal Year Ended March 31, 2008

            Business, page 5

            Marketing and Sales to Major Customers, page 8

                            1.

                            We note your disclosure that you believe that the loss of your major customer would not have a long-term material adverse effect on your operations. This disclosure does not appear to be consistent with the disclosure in Note 2 to your financial statements that the loss of such customer would have a material adverse effect on you. Please
                            advise.

            The Company disagrees with the Commission’s assertion that the disclosure regarding the loss of its major customer on page 8 is inconsistent with the disclosure in Note 2 of its financial statements. The disclosure on page 8 explains that because current demand for crude oil and readily available purchasers for

                                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

                March 6, 2009

                Page 2

            the Company’s crude oil exists, the Company does not expect the loss of its major customer to have a material adverse effect “in the long-term.” Note 2 similarly notes that there is an available market for the Company’s crude oil and natural gas from other purchasers against which the Company could offset the impacts of the loss of its major customer.

            In light of the Commission’s comment, however, the Company proposes to revise its disclosure on both page 8 of the report and in Note 2 of the Consolidated Financial Statements to better clarify the Company’s statements on this issue. The Company will revise the fifth sentence of the second paragraph under the heading “Marketing and Sales to Major
            Customers” on page 8 as follows:

            “The loss of Euro-Asian Oil may have a material adverse effect on our operations in the short-term. Based on current demand for crude oil and the fact that alternate purchasers are readily available, we believe the loss of Euro-Asian Oil would not materially adversely effect our operations
            long-term.”

            The Company also proposes to revise the third sentence of Note 2 sub-heading “Major Customers” on page F-11 of the Consolidated Financial Statements as follows:

            “While the loss of this foregoing customer could have a material adverse effect on the Company in the short-term, the loss of this customer should not materially adversely effect the Company in the long-term because of the available market for the Company’s crude oil and natural gas production from other
            purchasers.”

            Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

                            2.

                            We note your disclosure at page 36 regarding the increase in taxes resulting from “environmental payments.” Please advise us regarding the nature of such payments, and the amount of such payments in each of your last two fiscal years.

            “Environmental payments” represents a tax paid to the Republic of Kazakhstan for the flaring of unused natural gas. Under Kazakh law, flaring of natural gas is prohibited. During exploration stage, however, the government allows companies to flare unused natural gas in exchange for payment of this tax as a temporary accommodation while exploration companies develop
            their properties. Under Kazakh law, before a company may move from exploration stage to production stage, it must be utilizing the natural gas it produces. As discussed in Note 8 to the Consolidated Financial Statements, the Company is constructing a natural gas utilization facility. The amount of the environmental payments totaled to $984,542 and $222,414 in the years ended March 31, 2008 and March 31, 2007, respectively. The payment increased because the Company flared more
            natural gas during the year ended March 31, 2008 as a result of increased production.

                Mr. H. Roger Schwall

                March 6, 2009

                Page 3

            The Company proposes to revise the third bullet point of the third paragraph of its disclosure under the heading “General and Administrative Expenses”on page 36 to clarify that the “environmental payments” was for the flaring of natural gas:

            “a 208% increase in taxes from environmental payments for flaring of increased volumes of unused natural gas resulting from increased production; and”

            Contractual Obligations and Contingencies, page 42

                            3.

                            Expand your tabular disclosure of contractual obligations to include your notes payable. Refer to the guidance at Item 303(a)(5) of Regulation S-K.

            The Company proposes to revise its tabular disclosure of Contractual Obligations and Contingencies on page 42 to include notes payable, as follows:

                            Payments Due By Period

                            Contractual obligations

                            Total

                            Less than 1 year

                            1-3 years

                            3-5 years

                            More than

                            5 years

                            Capital Expenditure

                            Commitment(1)

                            $     8,550,000

                            $ 8,480,000

                            $        70,000

                            $                -

                            $       -

                            Due to the Government of

                            the Republic of Kazakhstan(2)

                            11,344,880

                            -

                            11,344,880

                            -

                            -

                            Liquidation Fund

                            3,728,531

                            -

                            3,728,531

                            -

                            -

                            Convertible Notes with Interest(3)

                            77,823,000

                            3,000,000

                            6,000,000

                            68,823,785

                            -

                            Total

                            $ 101,447,196

                            $11,480,000

                            $ 21,143,411

                            $68,823,785

                            $      -

            (1)   Under the terms of our subsurface exploration contract we are required to spend a total of $48.7 million in exploration and development activities on our properties, including a minimum of $8.5 million in 2008 and $70 thousand in 2009. As of March 31, 2008, we have spent a total of $182.8 million in exploration and development activities,
            including $78.1 million through nine calendar months ended March 31, 2008.

            (2)   In connection with our acquisition of the oil and gas exploration contract covering the ADE Block and the Extended Territory, we are required to repay the Republic of Kazakhstan for historical costs incurred by it in undertaking geological and geophysical studies and infrastructure improvements. Our repayment obligation for the ADE Block is
            $5,994,200 and our repayment obligation for the Extended Territory is $5,350,680. The terms of repayment of these obligations, however, will not be determined until such time as we apply for and are granted commercial production rights by the Republic of Kazakhstan. Should we decide not to pursue a commercial production rights, we can relinquish the ADE Block and/or the Extended Territory to the Republic of Kazakhstan in satisfaction of their associated obligations.

                            (3)

                            On July 16, 2007 the Company completed the private placement of $60 million in principal amount of 5.0% convertible senior notes due 2012 (“Notes”). The Notes carry a 5% coupon and have a yield to maturity of 6.25%. Interest will be paid at a rate of 5.0% per annum on the principal amount, payable semiannually. The Notes are callable
                            and subject to early redemption in July 2010. Unless previously redeemed, converted or purchased and cancelled, the Notes will be redeemed by the Company at a price equal to 107.2% of the principal amount thereof on July 13, 2012. The Notes constitute direct, unsubordinated and unsecured, interest bearing obligations of the Company. For additional details regarding the terms of the Notes, see Note 11 – Convertible Notes Payable to the notes to our Consolidated
                            Financial Statements.

            Qualitative and Quantitative Disclosures about Market Risk, page 46

                Mr. H. Roger Schwall

                March 6, 2009

                Page 4

                            4.

                            Expand your disclosures to include the quantitative information required by Item 305(a)(1)(i) to (iii) of Regulation S-K.

            The Company proposes to amend its disclosure of “Commodity Price Risk” on page 46 of the report to add the following after the second paragraph of the current disclosure:

            During the fiscal year ended March 31, 2008, we sold 896,256 barrels of oil and condensate. We realized an average sales price per barrel of $67.16. For purposes of illustration, assuming the same sales volume but decreasing the average sales price we receive from oil sales by $5.00 and $10.00 respectively would change total revenue from oil sales as
            follows:

                            Average Price

                            Per Barrel

                            Barrels of Oil Sold

                            Approximate Revenue from Oil Sold

                            (in thousands)

                            Reduction

                            in Revenue

                            (in thousands)

                            Actual sales for the year ended March 31, 2008

                            $67.16

                            896,256

                            $60,196

                            Assuming a $5.00 per barrel reduction in average price per barrel

                            $62.16

                            896,256

                            $55,715

                            $4,481

                            Assuming a $10.00 per barrel reduction in average price per barrel

                            $57.16

                            896,256

                            $51,234

                            $8,962

            The Company also proposes to add the following sentence to the end of the disclosure under the heading “Foreign Currency Risk” on page 46 of the report:

            “A 10% unfavorable change in the Kazakh Tenge-to-U.S. dollar exchange rate would not materially impact our March 31, 2008 balance sheet.”

            Report of Independent Registered Public Accounting Firm, page 49

                            5.

                            Please revise your auditors’ reports here and on page F-1 to include a signature, or electronic indication of a signature. Refer to Regulation S-X, Rule 2-02.

            The Company will include electronic indications of the auditors’ signature on the auditors’ reports on page 49 and page F-1 of the amended report.

            Directors, Executive Officers and Corporate Governance, page 50

                            6.

                            Please expand your disclosure for Leonard M. Stillman Jr. to include the specific information required by Item 401(e) of Regulation S-K, including Mr. Stillman’s principal occupation and employment, and the name and principal business of each such employer, for the past five years.

                Mr. H. Roger Schwall

                March 6, 2009

                Page 5

            The Company proposes to revise Mr. Stillman’s biographical information on page 50 of the report as follows to clarify that for the past five years Mr. Stillman’s principal occupation and employment has been as the co-founder of Stillman George, Inc.

            Leonard M. Stillman Jr. Mr. Stillman received his Bachelor of Science degree in mathematics from Brigham Young University and Master of Business Administration from the University of Utah. He began his career in 1963 with Sperry UNIVAC as a programmer developing trajectory analysis software for the Sergeant Missile system. Mr. Stillman spent many
            years as a designer and teacher of computer language classes at Brigham Young University, where he developed applications for the Administrative Department including the school’s first automated teacher evaluation system. During that time, he was also a Vice-President of Research and Development for Automated Industrial Data Systems, Inc and the Owner of World Data Systems Company, which provided computerized payroll services for companies such as Boise Cascade. Mr. Stillman
            has over 35 years of extensive business expertise including strategic planning, venture capital financing, budgeting, manufacturing planning, cost controls, personnel management, quality planning and management, and the development of standards, policies and procedures. He has extensive skills in the design and development of computer software systems and computer evaluation. Mr. Stillman helped found the entity now known as Stillman George, Inc. in 1993. He has been employed with
            the entity now known as Stillman George, Inc., since that time. Mr. Stillman’s primarily responsibilities include managing information, technical development and financial analysis projects and development as well as involved in general company management and consulting activities. Stillman George consolidates a broad variety of skills from a growing group of business professionals to provide needed support in
            finance, marketing, management, sales, planning, product development and more to businesses worldwide. Mr. Stillman is not a director or nominee of any other SEC reporting issuer.

            Executive Compensation, page 56

            Compensation Discussion and Analysis, page 56

                            7.

                            We note your disclosure that your compensation committee engages in benchmarking to inform its executive compensation decisions and processes. Please identify the companies comprising the compensation peer group. See Item 402(b)(2)(xiv) of Regulation S-K. In additio

CORRESP
1
filename1.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

February 26, 2009

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

            Re:

            BMB Munai, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2008

            Filed on June 16, 2008

            File No.: 1-33034

Dear Ms. Schwall:

This letter is written in response to a staff comment letter dated February 12, 2009, from your office addressed to BMB Munai, Inc.  The Company has asked our offices to inform that it will not complete its responses within ten business days of receipt of your letter.  The Company anticipates that it will file its response to the comment letter by no later than March 13, 2009.

            If you have any questions, please contact me directly.

            Very truly yours,

            POULTON & YORDAN

            Richard T. Ludlow

            Attorney at Law

            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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

       February 12, 2009  Mr. Leonard Stillman Interim Chief Financial Officer BMB Munai, Inc. 324 South 400 West Suite 255 Salt Lake City, Utah  84101
 Re: BMB Munai, Inc.
  Form 10-K for the Fiscal Year Ended March 31, 2008
Filed June 16, 2008
  File No. 1-33034

Dear Mr. Stillman:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended March 31, 2008

Business, page 5

Marketing and Sales to Major Customers, page 8

1. We note your disclosure that you believe that the loss of your major customer would not have a long-term material adverse effect on your operations.  This disclosure does not appear to be consistent with the disclosure in Note 2 to your financial statements that the loss of such customer could have a material adverse effect on you.  Please advise.

Mr. Leonard Stillman
BMB Munai, Inc.
February 12, 2009 Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 31
 2. We note your disclosure at page 36 regarding the increase in taxes resulting from “environmental payments.”  Please advise us regarding the nature of such payments, and the amount of such payments in each of your last two fiscal years.

Contractual Obligations and Contingencies, page 42

 3. Expand your tabular disclosure of contractual obligations to include your notes payable.  Refer to the guidance at Item 303(a)(5) of Regulation S-K.

Qualitative and Quantitative Disclosures about Market Risk, page 46

 4. Expand your disclosures to include the quantitative information required by Item 305(a)(1)(i) to (iii) of Regulation S-K.

Report of Independent Registered Public Accounting Firm, page 49

5. Please revise your auditors’ reports here and on page F-1 to include a signature, or electronic indication of a signature.  Refer to Regulation S-X, Rule 2-02.
 Directors, Executive Officers and Corporate Governance, page 50

 6. Please expand your disclosure for Leonard M. Stillman Jr. to include the specific information required by Item 401(e) of Regulation S-K, including Mr. Stillman’s principal occupation and employment, and the name and principal business of each such employer, for the past five years.
 Executive Compensation, page 56

Compensation Discussion and Analysis, page 56

7. We note your disclosure that your compensation committee engages in benchmarking to inform its executive compensation decisions and processes.  Please identify the companies comprising the compensation peer group.  See Item 402(b)(2)(xiv) of Regulation S-K.  In addition, please discuss how you used the information you obtained from your benchmarking to establish compensation for your fiscal year ended March 31, 2008.  For example, please disclose whether you set the compensation of your executive officers within a specified range of the compensation levels of your peer group.

Mr. Leonard Stillman
BMB Munai, Inc.
February 12, 2009 Page 3

Base Salaries, page 57
 8. We note your disclosure that base salaries for your executive officers typically have been set in your offer letter to the executive at the outset of employment.  For each named executive officer, please disclose how you determined the amount of base salary to be set forth in the relevant employment agreement.  See Item 402(b)(1)(v) of Regulation S-K.
 Cash Bonuses, page 57

 9. Please describe how your compensation committee determined the amount of cash bonus to pay to each of your named executive officers for your fiscal year ended March 31, 2008.  For example, you indicate that cash bonuses are based on your “financial performance and individual objectives” and that the “corporate financial performance measures . . . developed by [y]our board of directors are given the greatest weight in this bonus analysis.”  Please expand your disclosure to describe such objectives and performance measures for your fiscal year ended March 31, 2008, and disclose how your compensation committee considered such objectives and performance measures in determining cash bonuses for such fiscal year.  See Items 402(b)(2)(v)-(vi) of Regulation S-K.

To the extent you believe that disclosure of the financial performance and individual objectives or the corporate financial performance measures is not required because it would result in competitive harm such that it could be excluded under Instruction 4 to Item 402(b)  of Regulation S-K, please provide on
a supplemental basis a detailed explanation supporting your conclusion.  Please also note that to the extent disclosure of the quantitative or qualitative performance-related factors would cause competitive harm, you are required to discuss how difficult it will be for you to achieve the target levels.
 10. On a supplemental basis, please advise us how you determined that the compensation that you describe as “cash bonuses” would not be deemed to be compensation paid pursuant to a “non-equity incentive compensation plan” as described in Item 402(a)(6)(iii) of Regulation S-K.  See Question 119.02 in the Division of Corporation Finance’s Regul ation S-K Compliance and Disclosure
Interpretations, available at http://www.sec.gov/divisions/corpfin/guidance/regs-
kinterp.htm .  It would appear that additional disclosure with respect to such
compensation would be required under Item 402(d) of Regulation S-K if such compensation was granted pursuant to a non-equity incentive compensation plan.
 Summary Compensation Table, page 60

Mr. Leonard Stillman
BMB Munai, Inc.
February 12, 2009 Page 4

11. With respect to the stock awards and option awards disclosed in your summary compensation table, please disclose the assumptions made in the valuation by reference to a discussion of those assumptions in your financial statements, footnotes to the financial statements or discussion in your management’s discussion and analysis.  See Instruction to Item 402(c)(2)(v) and (vi).
 Employment Agreements, page 61

 12. We note your disclosure at page 62 regarding payments to your officers upon termination of employment, and your disclosure at page 63 regarding the vesting of restricted stock upon the occurrence of an “extraordinary event.”  Please provide all disclosure required by Item 402( j) of Regulation S-K with respect to
such payments and vesting.  For example, for each named executive officer, please quantify the estimated payments and benefits that would be provided in each covered circumstance, applying the assumption that the triggering event took place on March 31, 2008.
 Exhibits, page 69

 13. Please file all exhibits required by Item 601 of Regulation S-K.  For example, and without limitation, please file all material contracts.
 Financial Statements

 Statements of Cash Flows, page F-6

 14. Tell us why you have classified the decrease in marketable securities as an adjustment to operating activities rather than as an investment activity.  We note that your correspondence to us dated March 12, 2007, indicated that you would reclassify this activity.

Oil and gas properties, page F-14

15. Tell us and disclose whether your calculation of the full cost ceiling test (a) reduces the present value of estimated future net revenues by estimated future expenditures, based on current costs, to be incurred in developing and producing net reserves; (b) utilizes a discount factor of ten percent; (c) adds the cost of properties not being amortized; and (d) subtracts deferred income tax effects.  Refer to the guidance in Rule 4-10 of Regulation S-X.
 16. Tell us whether, for your ceiling test and for your calculation of the standardized measure of discounted future net cash flows presented on page F-43, you reduced estimated future net revenues to reflect lower revenues for volumes of oil that

Mr. Leonard Stillman
BMB Munai, Inc.
February 12, 2009 Page 5

would be expected to exceed the export quotas that you describe on page 8 and elsewhere in your filing, and explain to us the basis for your decisions in this regard.
 17. You state at the top of page F-15 that the depletion of producing properties is computed using the unit-of-production method based on estimated proved reserves.  Expand your policy to state, if true, that the amortized costs include all capitalized costs plus estimated future expenditures and estimated dismantlement and abandonment costs.
 18. Expand your disclosure to include your policies for recognizing production costs and for recognizing gains and losses on the sales and abandonments of oil and gas properties.
Note 11 – Convertible Notes Payable, page F-21

 19. Please explain to us how you considered EITF 98-5 and EITF 00-27 when determining whether your convertible notes contain a beneficial conversion feature.
 Common Stock Grants, page F-29

 20. We note that you granted 950,000 restricted common shares under your incentive stock option plan which only vest upon the Vesting Events you have described in your disclosure.  Please clarify how you have evaluated these Vesting Events to determine the impact that they have on your measurement of compensation costs for these awards.  Please clarify how your measurement of the compensation costs complies with SFAS 123R.
 21. Please explain how you have applied the provisions of paragraph 66 of SFAS 123R and paragraph 10 of SFAS 128 when calculation your earnings per share.
Note 21 – Significant Fourth Quarter Adjustments, page F-39

 22. Please explain to us why you believe your fourth quarter entry to be an adjustment rather than the correction of an error, which would have required restatement of your first three quarters of fiscal year 2008.
 Form 10-Q for the nine months ended December 31, 2008

 Statements of Operations, page 4

Mr. Leonard Stillman
BMB Munai, Inc.
February 12, 2009 Page 6

23. Please explain to us why you believe the $1,650,293 disgorgement funds received is properly classified as an increase in earnings rather than additional paid in capital.
 Statements of Cash Flows, page 5

 24. Tell us whether “Decrease/(increase) in prepayments for materials used in oil and gas projects” and “(Increase)/decrease in inventories for oil and gas projects” represent cash expended or received, as required for presentation in this section of your financial statement.
 Oil and gas properties, page 13

25. We note your accounting policy disclosure regarding your impairment policy for
oil and gas capitalized costs.  Please tell us how you considered including disclosure here or in your management discussion and analysis disclosure which expands on the impact that the current market conditions have on your full cost ceiling test.  Such disclosure should supplement your policy disclosure to describe the significant estimates and assumptions that you applied when preparing your ceiling test as of December 31, 2008.  In addition, you should consider including a sensitivity analysis of the significant assumptions applied when preparing your ceiling test and indicate the level an impairment event would occur.  We refer you to Section V of SEC Release 33-8350, “Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
  Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Leonard Stillman
BMB Munai, Inc. February 12, 2009 Page 7

  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Sandy Eisen at (202) 551-3864, or Chris White, Branch Chief,
at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact Tracey McNeil at (202) 551-3392, Laura Nicholson at (202) 551-3584 or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

By U.S. Mail

       April 17, 2007   Mr. Boris Cherdabayev Principal Executive Officer BMB Munai, Inc 324 South 400 West Salt Lake City, Utah  84101

 Re: BMB Munai, Inc.
Form 10-KSB for the Fiscal Year Ended March 31, 2006  Filed June 29, 2006  File No. 1-33034
  Supplemental Response dated March 12, 2007
Dear Mr. Cherdabayev:
  We have reviewed your March 12, 2007 supplemental response and have the following engineering comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Engineering Comments

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Items 1 and 2. Business and Properties, page 3

Oil and Natural Gas Reserves, page 5

Mr. Boris Cherdabayev
BMB Munai, Inc.
April 17, 2007 Page 2  1. We note your response 15 to our February 27, 2007 comment letter wherein you state that you can continue to seek export quotas in future months for your oil production and, thus, should use the March 31, 2006 world market oil price in the determination of your Kazakhstan proved reserves instead of the lower domestic price.  We also note that you used the domestic price for determination of your year-end 2005 proved reserves.  With a view toward possible disclosure, please tell us the mechanisms, terms and history applicable to your requests for and the granting of these quotas.  Please furnish to us the relevant Kazakh government documents if you believe it would help us to understand your position.  Address the changes from the conditions extant at year-end 2005 that allowed you to utilize world market prices at year-end 2006.  Explain to us the motivation for the Kazakh government to allow/encourage export, given that this export will decrease oil available to the domestic market and could create upward pressure on the domestic price.
 Our Properties, page 13

2. In our prior comment 17 from our letter dated February 27, 2007, we asked you to
“Please tell us the applicable history of license extensions in Kazakhstan that justifies your entitlement to the disclosed proved reserves.”  Your response does not address the history of license issuance or extension in Kazakhstan.  Also, we note that formal Kazakh government approval of the development plan is required before development can proceed.  This could preclude any claim to proved reserves prior to government approval of the applicable development plan.  Please address the history of issuance of production licenses subsequent to fulfillment of all the obligations of exploration and development licenses and development plan submittal/approval with subsequent development initiation.  We may have further comment.
 3. Your response to prior comment 18 from our letter dated February 27, 2007, states, “While the government has the right to require oil producers to sell domestically, the chance that the government would invoke this right in a way that would materially impact the Company’s estimated proved reserves and associated future net income seems remote.”  With a view towards possible disclosure, please tell us the history of the Kazakh government’s requirements for oil producers to sell on the domestic market in the last five years with particular attention toward your experiences.  We may have further comment.

Mr. Boris Cherdabayev
BMB Munai, Inc. April 17, 2007 Page 3   Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.”]     You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3684 with any other questions.          S i n c e r e l y ,            A p r i l  S i f f o r d          B r a n c h  C h i e f

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            324
            SOUTH 400 WEST, SUITE 250

            SALT
            LAKE CITY, UTAH 84101

                            Richard T. Ludlow

                             Telephone: (801) 355-1341

                               Fax: (801) 355-2990

                            Email: post@poulton-yordan.com

            November 6, 2007

            W.
            Bradshaw Skinner

            Senior
            Assistant Chief Accountant

            United
            States Securities and Exchange Commission

            Division of Corporate Finance

            100 F
            Street N.E.

            Mail
            Stop 7010

            Washington, D.C. 20002

                            Re:

                            BMB Munai, Inc.

                            Form 10-KSB for the Fiscal Year Ended March 31,
                            2007

                            Filed June 14, 2007

                            File No. 1-33034

                            Supplemental Response dated September 10,
                            2007

            Dear
            Mr. Skinner:

            At the request of the management of BMB Munai, Inc., (the
            “Company” or “BMB Munai”) we are responding to comments raised
            by the staff of the Securities and Exchange Commission in your letter dated November 1,
            2007. Following are the responses to your comments.

            Engineering Comments

            Form
            10-KSB for the Fiscal Year Ended March 31, 2007

            General

                            1.

                            These comments were initially presented to you in our
                            telephone conversation with Richard T. Ludlow, your outside legal
                            counsel on October 19, 2007.

                            No response required.

            Mr. W.
            Bradshaw Skinner

            November 6, 2007

            Page
            2

            Business, page 4

            Oil
            and Gas Reserves, page 6

                            2.

                            In comment 1 of our letter dated July 6, 2007, we asked
                            that you amend your proved reserve table to also disclose those proved
                            developed and proved undeveloped reserve volumes that you have
                            scheduled to be recovered after expiration of your current exploration
                            license. Your proposed text displays “Proved reserves to be
                            developed by June 30, 2009” rather than “recovered”.
                            Please amend your document to disclose the information that we
                            requested.

            We propose to change the proved reserves table on page 6 of the Form
            10-K as follows to clearly disclose the proved reserves to be recovered by and after
            June 30, 2009:

                        Proved reserves to be recovered
                        by

                        June 30, 2009(1)

                        Proved reserves to be
                        recovered

                        after June 30, 2009(1)

                        Developed(2)

                        Undeveloped(3)

                        Developed(2)

                        Undeveloped(3)

                        Total

                    Oil and condensate
                    (MBbls)(4)

                    2,275

                    242

                    9,579

                    3,185

                    15,281

                    Natural gas
                    (MMcf)

                    -

                    -

                    -

                    -

                    -

                      Total BOE
                    (MBbls)

                    2,275

                    242

                    9,579

                    3,185

                    15,281

                    Standardized
                    Measure of

                      discounted future net cash

                      flows(5) (in thousands of

                      U.S. Dollars)

                    $

                    171,265

                            (1)

                            Under our license with the Republic of Kazakhstan
                            we have the right to sell the oil and natural gas we produce while we
                            undertake exploration stage activities within our licensed territory.
                            As discussed in more detail in “Risk Factors” and
                            “Description of Properties” we have the right to engage in
                            exploration stage activities until June 30, 2009. To retain our rights
                            to produce and sell oil and natural gas after that date, we must apply
                            for and be granted commercial production rights by no later than June
                            30, 2009. If we are not granted commercial production rights by that
                            time, we would expect to lose our rights to the licensed territory and
                            would expect to be unable to produce reserves after June 30,
                            2009.

                            (2)

                            Proved developed reserves are proved reserves that
                            are expected to be recovered from existing wells with existing
                            equipment and operating methods.

                            (3)

                            Proved undeveloped reserves are proved reserves
                            which are expected to be recovered from new wells on undrilled acreage
                            or from existing wells where a relatively major expenditure is required
                            for recompletion.

                            (4)

                            Includes natural gas liquids.

                            (5)

                            The standardized measure of discounted future net
                            cash flows represents the present value of future net cash flow net of
                            all taxes.

            Mr. W.
            Bradshaw Skinner

            November 6, 2007

            Page
            3

            As
            noted above, from June 2006 through March 31, 2007 we invested approximately
            $37.4 million in the exploration and development of our
            properties..., page19

                            3.

                            Your response to our prior comment 2 stated that the
                            amounts contained in the tables on pages 28 and F-30 are cumulative
                            figures”. The “costs incurred” as prescribed by
                            Financial Accounting Standard 69, paragraphs 21-23, are figures for
                            each prior year, not a cumulative total. “Capitalized
                            costs”, as described by paragraphs 18-20, are cumulative. Please
                            amend your document to comply with FAS 69.

            The Company will also amend the “Exploration, Development and
            Acquisition Capital Expenditures” table on page 28 to present the costs incurred
            for each prior year rather than on a cumulative basis, as follows:

            Exploration, Development and Acquisition Capital
            Expenditures

            The following table sets forth certain information regarding the
            total costs incurred associated with exploration, development and acquisition
            activities.

                            For the year ended March 31,
                            2007

                            For the year ended March 31,
                            2006

                            For the year ended

                            March 31, 2005

                            Acquisition costs:

                            Unproved properties

                            $
                            -

                            $
                            -

                            $
                            -

                            Proved properties

                            -

                            -

                            19,075,000

                            Exploration costs

                            1,370,797

                            3,453,603

                            713,220

                            Development costs

                            37,063,321

                            14,368,323

                            16,687,432

                            Subtotal

                            38,434,118

                            17,821,926

                            36,475,652

                            Asset retirement costs

                            1,076,987

                            856,302

                            60,973

                            Total costs incurred

                            $ 39,511,105

                            $ 18,678,228

                            $ 36,536,625

            Mr. W.
            Bradshaw Skinner

            November 6, 2007

            Page
            4

            The Company will also amend the “Costs Incurred” table on
            page F-30 to present the costs incurred for each prior year rather than on a cumulative
            basis, as follows:

            Costs Incurred – Costs incurred in oil and natural gas
            property acquisition, exploration and development activities are summarized
            below:

                            For the year ended March 31,
                            2007

                            For the year ended March 31,
                            2006

                            For the year ended

                            March 31, 2005

                            Acquisition costs:

                            Unproved properties

                            $
                            -

                            $
                            -

                            $
                            -

                            Proved properties

                            -

                            -

                            19,075,000

                            Exploration costs

                            1,370,797

                            3,453,603

                            713,220

                            Development costs

                            37,063,321

                            14,368,323

                            16,687,432

                            Subtotal

                            38,434,118

                            17,821,926

                            36,475,652

                            Asset retirement costs

                            1,076,987

                            856,302

                            60,973

                            Total costs incurred

                            $ 39,511,105

                            $ 18,678,228

                            $ 36,536,625

            Report of Independent Registered Public Accounting Firm, page
            F-1

            Reserves, page F-32

                            4.

                            In your response to our prior comment 4, you present the
                            “addition of the Kariman structure” as the explanation for
                            the significant additions to your March 31, 2007 proved reserves by
                            extensions and discoveries. Please expand this to include additional
                            information, e.g. gross and net wells drilled, proved undeveloped
                            reserves added, etc.

            In light of the above comment, the Company proposes amend the
            reserves table on page F-32 to add a footnote to “Extensions and
            discoveries” explaining the significant change to Extensions and discoveries
            during the year ended March 31, 2007:

            During the year ended March 31, 2007 we drilled one well (gross
            and net) on the Kariman structure. The addition of the Kariman structure during the
            year ended March 31, 2007 resulted in an increase in our estimated proved developed
            reserves of approximately 2.7 million BOE (barrels of oil equivalent) and no increase
            in our proved undeveloped reserves. These were the only extensions or discoveries made
            during the year ended March 31, 2007.

            Mr. W.
            Bradshaw Skinner

            November 6, 2007

            Page
            5

            Attached to this letter, please find a statement from the Company
            acknowledging that:

                            §

                            the Company is responsible for the adequacy and accuracy
                            of the disclosure in the filling;

                            §

                            staff comments or changes to disclosure in response to
                            staff comments do not foreclose the Commission from taking any action
                            with respect to the filing; and

                            §

                            the Company may not assert staff comments as a defense
                            in any proceeding initiated by the Commission or any person under the
                            federal securities laws of the United States.

                Based on my telephone conversation on November 6, 2007 with Mr. Ronald
                Winfrey, Petroleum Engineer, Division of Corporation Finance, the Company plans to
                file amendments to its reports to reflect the changes proposed in this and our
                prior letters responding to the Staff’s comments within the next two
                weeks.

            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

                            Richard T. Ludlow

                            Attorney at Law

                            November 6, 2007

            W.
            Bradshaw Skinner

            Senior
            Assistant Chief Accountant

            United
            States Securities and Exchange Commission

            Division of Corporate Finance

            100 F
            Street N.E.

            Mail
            Stop 7010

            Washington, D.C. 20002

                            Re:

                            BMB Munai, Inc.

                            Form 10-KSB for the Fiscal Year Ended March 31,
                            2007

                            Filed June 14, 2007

                            File No. 1-33034

                            Supplemental Response dated September 10,
                            2007

            Dear
            Mr. Skinner:

            In connection with the Company’s responses to comments raised by
            the staff at the Securities and Exchange Commission in your letter dated November 1,
            2007 the Company acknowledges that:

                            •

                            it is responsible for the adequacy and accuracy of the
                            disclosure in its filings;

                            •

                            staff comments or changes to disclosure in response to
                            staff comments do not foreclose the Commission from taking any actio

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

By U.S. Mail and Facsimile

       November 1, 2007   Mr. Boris Cherdabayev Principal Executive Officer BMB Munai, Inc 324 South 400 West Salt Lake City, Utah  84101

 Re: BMB Munai, Inc.
Form 10-KSB for the Fiscal Year Ended March 31, 2007  Filed June 14, 2007  File No. 1-33034
  Supplemental Response dated September 10, 2007
Dear Mr. Cherdabayev:

We have reviewed your September 10, 2007 supplemental response as well as
your Form 10-KSB for the Fiscal Year Ended March 31, 2007 and have the following engineering comments.  Please provide a written response to our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.
Engineering Comments

Form 10-KSB for the Fiscal Year Ended March 31, 2007

General
 1. These comments were initially presented to you in our telephone conversation with Richard T. Ludlow, your outside legal counsel on October 19, 2007.

Mr. Boris Cherdabayev
BMB Munai, Inc.
November 1, 2007 Page 2   Business, page 4

 Oil and Gas Reserves, page 6

 2. In comment 1 of our letter dated July 6, 2007, we asked that you amend your proved reserve table to also disclose those proved developed and proved undeveloped reserve volumes that you have scheduled to be recovered after expiration of your current exploration li cense.  Your proposed text displays
“Proved reserves to be developed
 by June 30, 2009” rather than “recovered”.
Please amend your document to disclose the information that we requested.
 As noted above, from June 2006 through March 31, 2007 we invested approximately
$37.4 million in the exploration and development of our properties…,page 19
 3. Your response to our prior comment 2 stated that the amounts contained in the tables on pages 28 and F-30 are cumulative figures”.  The “costs incurred” as prescribed by Financial Accounting Standard 69, paragraphs 21-23, are figures for each prior year, not a cumulative total.  “Capitalized costs”, as described by paragraphs 18-20, are cumulative.  Please amend your document to comply with FAS 69.
 Report of Independent Registered Public Accounting Firm, page F-1

 Reserves, page F-32

 4. In your response to our prior comment 4, you present the “addition of the Kariman structure” as the explanation for the significant additions to your March 31, 2007 proved reserves by extensions and discoveries.  Please expand this to include additional information, e.g. gross and net wells drilled, proved undeveloped reserves added, etc.
 Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Boris Cherdabayev
BMB Munai, Inc. November 1, 2007 Page 3     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3789 with any other questions.         S i n c e r e l y ,           W .  B r a d s h a w  S k i n n e r         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

            POULTON & YORDAN

            ATTORNEYS AT LAW

            324
            SOUTH 400 WEST, SUITE 250

            SALT
            LAKE CITY, UTAH 84101

                            Richard T. Ludlow

                            Telephone: (801) 355-1341

                            Fax: (801) 355-2990

                            Email: post@poulton-yordan.com

            September 10, 2007

            April
            Sifford

            Branch
            Chief

            United
            States Securities and Exchange Commission

            Washington, D.C. 20549

                            Re:

                            BMB Munai, Inc.

            Form 10-KSB for the Fiscal Year Ended March 31, 2007

            Filed June 14, 2007

                            File No.: 1-33034

                            Supplemental Response dated May 22, 2007

            Dear
            Ms. Sifford:

            At the request of the management of BMB Munai, Inc., (the
            “Company” or “BMB Munai”) we are responding to comments raised
            by the staff at the Securities and Exchange Commission in your letter dated July 6,
            2007. Following are the responses to your comments.

            Engineering Comments

            Form
            10-KSB for the Fiscal Year Ended March 31, 2007

            Business, page 4

            Oil
            and gas reserves, page 6

                            1.

                            Please amend your proved reserve table to also disclose
                            those proved developed and proved undeveloped reserve volumes that you
                            have scheduled to be recovered after expiration of your current
                            exploration license.

            The Company proposes to amend the proved reserves table on page 6 of
            the Form 10-K as follows:

            Ms.
            April Sifford

            September 10, 2007

            Page
            2

                            Proved reserves to be developed
                            by

                            June 30, 2009(1)

                            Proved reserves to be developed after June 30,
                            2009(1)

                            Developed(2)

                            Undeveloped(3)

                            Developed(2)

                            Undeveloped(3)

                            Total

                            Oil and condensate (MBbls)(4)

                            2,275

                            242

                            9,579

                            3,185

                            15,281

                            Natural gas (MMcf)

                            -

                            -

                            -

                            -

                            -

                            Total BOE (MBbls)

                            2,275

                            242

                            9,579

                            3,185

                            15,281

                            Standardized Measure of discounted future net cash
                            flows(5) (in thousands of U.S. Dollars)

                            $171,265

                            (1)

                            Under our license with the Republic of Kazakhstan
                            we have the right to sell the oil and natural gas we produce while we
                            undertake exploration stage activities within our licensed territory.
                            As discussed in more detail in “Risk Factors” and
                            “Description of Properties” we have the right to engage in
                            exploration stage activities until June 30, 2009. To retain our rights
                            to produce and sell oil and natural gas after that date, we must apply
                            for and be granted commercial production rights by no later than June
                            30, 2009. If we are not granted commercial production rights by that
                            time, we would expect to lose our rights to the licensed territory
                            and would expect to be unable to produce reserves after June 30,
                            2009.

                            (2)

                            Proved developed reserves are proved reserves that
                            are expected to be recovered from existing wells with existing
                            equipment and operating methods.

                            (3)

                            Proved undeveloped reserves are proved reserves
                            which are expected to be recovered from new wells on undrilled acreage
                            or from existing wells where a relatively major expenditure is required
                            for recompletion.

                            (4)

                            Includes natural gas liquids.

                            (5)

                            The standardized measure of discounted future net
                            cash flows represents the present value of future net cash flow net of
                            all taxes.

            Properties, page 17

            As
            noted above, from June 2006 through March 31, 2007 we invested approximately $37.4
            million in the exploration and development of our properties . . ., page
            19

                            2.

                            We note that the figure here disagrees with the 2007
                            costs incurred - $76.6 million and $8.2 million – on pages 28 and
                            F-30. Please amend your document to remove these
                            inconsistencies.

            There are several reasons why the figures in the table on page 19
            differ from the figures contained in the “Exploration, Development and
            Acquisition Capital Expenditures” table on page 28 and the “Costs
            Incurred” table on page F-30. First, the figures included in the table on page 19
            reflect amounts expended by the Company during each work program year. Under the
            Company’s license, its work program year runs from July to July, whereas the
            figures contained in the tables on pages 28 and F-30 are based on the Company’s
            fiscal year end of March 31. Also, the amounts contained in the tables on pages 28 and
            F-30 are cumulative figures, whereas, except as indicated,  the numbers
            contained in the table on page 19 are not cumulative

            Ms.
            April Sifford

            September 10, 2007

            Page
            3

            and
            reflect the amounts spent in each yearly period. The Company proposes to amend the
            Report to clarify the figures presented in the three tables.

            The Company will amend the paragraph preceding the table on page 19
            and the table on page 19 as follows:

            The contract we hold follows the above format. The contract sets
            the minimum dollar amount we must expend during each year of our work program. Under
            our exploration license our work program year ends on July 9 each year, whereas our
            fiscal year ends on March 31 each year. As a result these timing differences, the
            amounts reflected in this table as “Actually Made” may differ from amounts
            disclosed elsewhere in our Management’s Discussion and Analysis or Consolidated
            Financial Statements, which present figures based on our fiscal year end rather than
            our work program year end.

                            Amount of

                            Expenditure

                            Prior to

                            July 2005

                            July 2005 to July 2006

                            July 2006 to July 2007

                            July 2007 to July 2008

                            July 2008 to

                            July 2009

                            Total

                            Mandated by

                            Contract

                            $21,500,000

                            $6,000,000

                            $12,700,000

                            $ 8,480,000

                            $70,000

                            $48,750,000

                            Actually Made

                            $38,400,000

                            $12,700,000

                            $37,410,000*

                            $
                            -

                            $
                            -

                            $88,510,000

            * Investment as of March 31,
            2007.

            The Company will also amend the “Capitalized Costs” table
            and the “Exploration, Development and Acquisition Capital Expenditures”
            table on page 28 as follows:

                            Capitalized Costs

            Capitalized costs and accumulated depletion, depreciation and
            amortization relating to our oil and natural gas producing activities, all of which are
            conducted in the Republic of Kazakhstan, are summarized below:

                            As of March 31, 2007

                            As of March 31, 2006

                            Developed oil and natural gas
                            properties

                            $
                            82,311,230

                            $
                            68,079,938

                            Unevaluated oil and natural gas
                            properties

                            25,279,813

                            -

                            Accumulated depletion, depreciation
                            and

                            amortization

                            (3,403,475)

                            (1,396,641)

                            Net capitalized cost

                            $
                            104,187,568

                            $
                            66,683,297

            Exploration, Development and Acquisition Capital
            Expenditures

            The following table sets forth certain information regarding the
            total costs incurred associated with exploration, development and acquisition
            activities.

            Ms.
            April Sifford

            September 10, 2007

            Page
            4

                            As of March 31, 2007

                            As of March 31, 2006

                            Acquisition costs:

                            Unproved properties

                            $
                            -

                            $
                            -

                            Proved properties

                            20,788,119

                            20,788,119

                            Exploration costs

                            8,197,492

                            6,826,695

                            Development costs

                            76,611,170

                            39,547,849

                            Subtotal

                            105,596,781

                            67,162,663

                            Asset retirement costs

                            1,994,262

                            917,275

                            Total costs incurred

                            $ 107,591,043

                            $ 68,079,938

            Drilling Operations, page 22

                            3.

                            It appears your drilling activity table does not present
                            the number of gross and net wells drilled in each of the last three
                            years per SEC Industry Guide 2, paragraph 6A. The number of wells
                            drilled refers to the number of wells (holes) completed at any time
                            during the fiscal years, regardless when drilling was initiated. Please
                            amend your document to adhere to this requirement.

            The Company proposes to amend the drilling activity table on page 22
            of the Form 10-K as follows:

                            March 31, 2007

                            March 31, 2006

                            March 31, 2005

                            Gross

                            Net

                            Gross

                            Net

                            Gross

                            Net

                            Exploratory:

                            Productive

                            -

                            -

                            -

                            -

                            -

                            -

                            Non-productive

                            -

                            -

                            -

                            -

                            -

                            -

                            Total

                            -

                            -

                            -

                            -

                            -

                            -

                            Development:

                            Productive

                            3

                            3

                            2

                            2

                            4

                            4

                            Non-productive

                            -

                            -

                            -

                            -

                            -

                            -

                            Total

                            -

                            -

                            -

                            -

                            -

                            -

                            Grand Total

                            3

                            3

                            2

                            2

                            4

                            4

            Report of Independent Registered Public Accounting Firm, page
            F-1

            Reserves, page F-32

                            4.

                            We note the significant reconciliation line items
                            – extensions and discoveries, revisions – in your 2007
                            proved reserves. Financial Accounting Standard 69, paragraph 11
                            requires “appropriate explanation of significant changes.”
                            Please amend your document to disclose this information.

            Ms.
            April Sifford

            September 10, 2007

            Page
            5

            The Company proposes to amend the reserves table on page F-32 to add
            a footnote to “Extensions and discoveries” explaining the significant
            change to Extensions and discoveries during the year ended March 31,
            2007:

            The addition of the Kariman structure during the year ended March
            31, 2007 resulted in an increase in our estimated proved reserves base of approximately
            2.7 million BOE (barrels of oil equivalent).

            The Company also proposes to amend the changes in standardized
            measure table on page F-33 to

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

By U.S. Mail

       July 6, 2007

Mr. Boris Cherdabayev
Principal Executive Officer
BMB Munai, Inc
324 South 400 West
Salt Lake City, Utah  84101

 Re: BMB Munai, Inc.
Form 10-KSB for the Fiscal Year Ended March 31, 2007
Filed June 14, 2007
File No. 1-33034
  Supplemental Response dated May 22, 2007

Dear Mr. Cherdabayev:

We have reviewed your May 22, 2007 supplemental response as well as your
Form 10-KSB for the Fiscal Year Ended March 31, 2007 and have the following
engineering comments.  Please provide a written response to our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.

Engineering Comments

Form 10-KSB for the Fiscal Year Ended March 31, 2007

Business, page 4

Oil and Gas Reserves, page 6

1. Please amend your proved reserve table to also disclose those proved developed and proved undeveloped reserve volumes that you have scheduled to be recovered after expiration of your current exploration license.

Mr. Boris Cherdabayev
BMB Munai, Inc.
July 6, 2007 Page 2
Properties, page 17

As noted above, from June 2006 through March 31, 2007 we invested approximately
$37.4 million in the exploration and development of our properties…,page 19

2. We note that the figure here disagrees with the 2007 costs incurred - $76.6 million and $8.2 million – on pages 28 and F-30.  Please amend your document to remove these inconsistencies.

Drilling Operations, page 22

3. It appears your drilling activity table does not present the number of gross and net wells which you drilled in each of the last three years per SEC Industry Guide 2, paragraph 6A.  The number of wells drilled refers to the number of wells (holes) completed at any time during the fiscal years, regardless when drilling was initiated.  Please amend your document to adhere to this requirement.

Report of Independent Registered Public Accounting Firm, page F-1

Reserves, page F-32

4. We note the significant reconciliation line items – extensions and discoveries, revisions - in your 2007 proved reserves.  Financial Accounting Standard 69, paragraph 11 requires “appropriate explanation of significant changes.”  Please amend your document to disclose this information.

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Mr. Boris Cherdabayev
BMB Munai, Inc.
July 6, 2007 Page 3
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.”]

 You may contact Ronald M. Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

May 22, 2007

April Sifford

Branch Chief

United States Securities and Exchange Commission

Washington, D.C. 20549

            Re:

            BMB Munai, Inc.

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Filed June 29, 2006

            File No.: 1-33034

            Supplemental Response dated March 12, 2007

Dear Ms. Sifford:

At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated April 17, 2007. Following are the responses to your comments.

Engineering Comments

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Items 1 and 2. Business Properties, page 3

Oil and Gas Reserves, page 5

            1.

            We note your response 15 to our February 27, 2007 comment letter wherein you state that you can continue to seek export quotas in future months for your oil production and, thus, should use the March 31, 2006 world market price in the determination of your Kazakhstan proved reserves instead of the lower domestic price. We also note that you used the domestic price for determination of your year-end 2005 proved reserves. With a view toward possible disclosure, please tell us the mechanisms, terms and history applicable to your requests for and the granting of these quotas. Please furnish

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

Ms. April Sifford

May 22, 2007

Page 2

to us the relevant Kazakh government documents if you believe it would help us understand your position. Address the changes from the conditions extant at year-end 2005 that allowed you to utilize world market price at year-end 2006. Explain to us the motivation for the Kazakh government to allow/encourage export, given that this export will decrease oil available to the domestic market and could create upward pressure on the domestic price.

The Company’s Subsoil Use Contract No. 482, issued on June 9, 2000 grants the Company the right to export crude oil upon the completion, submission and approval by the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan (“MEMR”) of the Company’s pilot development project. During 2004 and 2005 the Company engaged in the exploration and development activities necessary to prepare the plan. The plan was submitted to the MEMR in October 2005. The MEMR approved the plan in December 2005.

The Law of Petroleum in Kazakhstan requires that each month a company that wishes to export oil must submit a request for an export quota (amount of oil it is approved to export for the month) to the MEMR. Beginning in January 2006 and every month since with the exception of February 2006, the Company has requested and been granted an export quota from the MEMR. For business reasons, the Company did not request an export quota in February 2006.

Each month, the Company forecasts the amount of crude oil it expects to produce and sell in the upcoming month. The Company then prepares a letter to the MEMR requesting a quota to export that amount of oil during the upcoming month. This request is reviewed by the MEMR and an export quota is issued to the Company based on the Company’s request. To date, the MEMR has approved each of the Company’s monthly requests in the amount requested by the Company.

As you pointed out, in its reserve report at March 31, 2005, Chapman Petroleum Engineering relied upon the domestic market price in preparing that reserve report. The domestic market price was used because at March 31, 2005 the Company had not completed and submitted for approval of its pilot development project to the MEMR. Thus, the Company had not yet received MEMR approval to export its oil. As a result, the Company was limited to selling its oil in the domestic market. In contrast, by March 31, 2006 the MEMR had approved the Company’s pilot development project and had granted the Company the right to export oil. Moreover, the Company had been exporting oil for several months and there was no reason to expect that the Company would not continue to export oil in the future. This presumption, in fact, has been proven correct by the fact that the Company has, with MEMR approval
exported oil every month since the Chapman Petroleum Report was issued in quantities as requested by the Company.

Ms. April Sifford

May 22, 2007

Page 3

The Commission’s guidelines for reserve estimation require that absent compelling evidence or known facts to the contrary, reserve estimates should be based on the prevailing price at the effective date of the report. At the time Chapman Petroleum prepared its 2006 reserve report, there was no evidence or known fact that would indicate that the Company would not continue to receive export quotas and realize world market price. In accordance with the guideline, at the time Chapman Petroleum prepared its reserve report for 2005 the Company had not submitted or received approval of its pilot development project, did not qualify for an export quota and was, therefore, limited to selling its production to the domestic market. Therefore, Chapman Petroleum properly relied upon the prevailing market price the Company was receiving at that time, which was the domestic market price.

The Commission inquired regarding the motivation of the government in allowing/encouraging exportation of oil. There are several reasons the government of the Republic of Kazakhstan allows/encourages exportation of oil. According to the Energy Information Administration of the U.S. Department of Energy, “Kazakhstan oil exports are the foundation of the country’s economy and have ensured that average real GDP growth has stayed above 9 percent for the last 6 years.”  And, “Kazakhstan’s growing petroleum industry accounts for roughly 30 percent of the country’s GDP.”  The government has an interest in improving the economic condition of its citizens. Oil exports play a large role in the ongoing financial growth and prosperity of Kazakhstan.

While Kazakhstan is the 9th largest territory in the world (in terms of size) it is sparsely populated, (population of just over 15,000,000). Domestic oil consumption in Kazakhstan in 2005 was about 71 million barrels of oil for the year, while oil production in Kazakhstan was 404 million barrels or nearly six times the level of domestic consumption. While oil consumption in Kazakhstan is growing, it is growing at a slow pace. By 2015 domestic consumption is expected to double to 142 million barrels per year. By comparison, by 2015, the government of Kazakhstan forecasts that oil production in Kazakhstan will reach nearly 1.26 billion barrels per year. Based on it own projections, the government of Kazakhstan believes the gap between production and domestic oil consumption will continue to widen at an increasing rate over the next eight years to a level where production will
exceed consumption by nearly nine times. Given the significant disparity between production and consumption, it seems there is limited risk, at least in the foreseeable term, that domestic consumption will impact exporation policy or domestic price.

Another motivation for encouraging exportation of oil is the lack of crude oil refining capacity within Kazakhstan. There are only three oil refineries in Kazakhstan. These three refineries have total refining capacity of about 19.5 million tons per year. The Pavlodar refinery, located in north-east Kazakhstan has a capacity of 7.5 million tons per year. The Shymkent refinery, located in southeast

Ms. April Sifford

May 22, 2007

Page 4

Kazakhstan has a capacity of 7 million tons per year. The Atyrau refinery in western Kazakhstan has a capacity of 5 million tons. In 2005, the average refining efficiency of the Pavlodar refinery was 76%, the average refining efficiency of the Shymkent refinery was 53% and the average refining capacity of the Atyrau refinery was less than 50%. Another limiting factor on refining capacity is the availability of infrastructure to transport oil to these refineries. Most of the commercial oil discoveries in Kazakhstan to date are located in western Kazakhstan. While the Atyrau refinery is located in western Kazakhstan, and therefore, the most accessible, it is the smallest, oldest and most inefficient of the refineries in Kazakhstan. In many cases, transportation of oil from the fields in western Kazakhstan to the Pavlodar and Shymkent refineries is more difficult and costly due to a lack accessible
transportation infrastructure across the country.

For all of the foregoing reasons, which support the accuracy of the 2005 and 2006 Chapman Petroleum Reports, the Company believes there is no reason to assume the government will change its emphasis on oil exportation in the near term and consequently there need be no change in the Chapman Reports.

            2.

            In our prior comment 17 from our letter dated February 27, 2007, we asked you to “Please tell us the applicable history of license extensions in Kazakhstan that justifies your entitlement to the disclosed proved reserves.”  Your response does not address the history of license issuance or extension in Kazakhstan. Also, we note that formal Kazakh government approval of the development plan is required before development can proceed. This could preclude any claim of proved reserves prior to government approval of the applicable development plan. Please address the history of issuance of production licenses and development plan submittal/approval with subsequent development initiation. We may have further comment.

The Law of Petroleum in Kazakhstan, which governs the rights, responsibilities and relationships between the government and concession holders was first adopted in 1996. Under the Law of Petroleum in Kazakhstan, generally the term of the exploration stage under Subsoil Use Contracts is six years. Subsoil Use Contracts also typically provide for two additional two-year extensions. Based on the Company’s own experience and the experience of other companies in the industry, so long as a Contract holder has fulfilled its minimum work program requirements during the exploration term, set by the MEMR, the MEMR has as a matter of course granted Contract holders’ requests for extension.  Therefore, the practice in Kazakhstan has been that so long as the Contract holder has complied with its minimum work program requirements, the Contract holder has been allowed to continue in the
exploration stage for ten years from the time the Subsoil Use Contract was issued, unless they have applied to move to commercial production prior to the expiration of the ten years allotted for exploration stage.

Ms. April Sifford

May 22, 2007

Page 5

In most instances it appears that Contract holders are taking advantage of the full ten-year term before moving to commercial production. Because of this trend, combined with the relatively short history of the Republic of Kazakhstan, the history of approval of development plans and issuance of production licenses in Kazakhstan is rather limited. This lack of history combined with the fact that the granting of commercial production licenses is not a matter of public record and the fact the MEMR does not disclose publicly statistical records regarding the number of companies that actually request and are granted commercial production rights versus those that have been denied commercial production rights, make it difficult to provide a statistical analysis of the number of concession holders that submit actually complete the exploration stage, submit a development plan and are granted
commercial production rights.

Based on discussions with a representative of the MEMR in response to the Commission’s request, the Company learned that at least ten Subsoil Use Contract holders have been granted commercial production rights upon the completion of the exploration stage. The MEMR representative explained that in each case, the primary factors determining whether to grant commercial production rights were:  1) the Contract holder’s fulfillment of minimum work program commitments;  2) proof of a commercial discovery;  and 3) submission of an approved development plan prepared by a third-party petroleum institute in Kazakhstan to exploit the established commercial reserves.

The Company does not have personal knowledge of any companies that have applied for commercial production rights and had their request denied. The MEMR representative did not have knowledge of how many Contract holders had requested, but not been granted commercial production rights. The MEMR representative did point out to the Company that in most cases when commercial production rights are not granted, it is typically because the Contract holder has failed to make a commercial discovery within the Contract territory and has decided to abandon its Contract territory or the Contract holder has had insufficient funds to complete its minimum work program requirements and has, therefore, been unable to complete the work necessary to substantiate the presence of commercially sound reserves to the MEMR under its exploration contract.

At the time Chapman Petroleum issued its 2005 and 2006 reports and up to the current date, the Company has met or exceeded its minimum work program requirement. Consistent with the purpose of the exploration stage, the Company has engaged in significant research of its Contract territory, including seismic data collection and analysis, drilling and production. All of these activities have been undertaken with the goal to substantiating commercial discoveries within the Company’s contract territory and developing an appropriate plan for the commercial production of those commercial discoveries. The Company is confident that:  1)  it is taking the necessary steps to fulfill its minimum work program

Ms. April Sifford

May 22, 2007

Page 6

commitments during exploration stage; 2) it has and will continue to make commercial discoveries within its contract territory;  and 3) it is gathering and will have sufficient data to substantiate the presence of commercial reserves within the Contract territory within the term of its current Subsoil Use Contract as required to submit an approved development plan to the MEMR.

            3.

            Your response to prior comment 18 from our letter dated February 27, 2007, states “While the government has the right to require oil producers to sell domestically, the chance the government would invoke this right in a way that would materially impact the Company’s estimated proved reserves and associated future net income seems remote.”  With a view toward possible disclosure, please tell us the history of the Kazakh government’s requirements for oil producers to sell on the domestic market in the last five years with particular attention toward your experiences. We may have further comment.

There is no direct legislation dictating the amount or percentage of production that must be sold into the domestic market by a Contract holder. Moreover, the amount of production the MEMR requires oil producers to sell domestically is not a matter of public record. Therefore, the amount of publicly available information regarding this issue is somewhat limited. In the Company’s own experience, it has not yet had to sell oil to the domestic market under the terms of the monthly export quotas it has received.

In discussing the staff’s comment with the MEMR representative the Company learned that the determination of whether a Contract holder that has been granted export rights will be required to sell some quantity of oil to the domestic market is determined on a month-by-month, case-by-case basis.

The MEMR representa

CORRESP
1
filename1.htm

POULTON & YORDAN

ATTORNEYS AT LAW

RICHARD T. LUDLOW

May 2, 2007

April Sifford

Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 7010

Washington, D.C. 20549

            Re:

            BMB Munai, Inc.

Form 10-KSB for the Fiscal Year Ended March 31, 2006

            Filed on June 29, 2006

            File No.: 1-33034

            Supplemental Response dated March 12, 2007

Dear Ms. Sifford:

This letter is written in response to a staff comment letter dated April 17, 2007, from your office addressed to BMB Munai, Inc. The Company did not receive this letter until May 1, 2007 and therefore requests additional time to respond. The Company anticipates that it will file its response to the comment letter by no later than May 22, 2007.

            If you have any questions, please contact me directly.

            Very truly yours,

            POULTON & YORDAN

            Richard T. Ludlow

            Attorney at Law

            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

CORRESP
1
filename1.htm

POULTON & YORDAN

ATTORNEYS AT LAW

324 SOUTH 400 WEST, SUITE 250

SALT LAKE CITY, UTAH 84101

            Richard T. Ludlow

            Telephone: (801) 355-1341

            Fax: (801) 355-2990

            Email: post@poulton-yordan.com

March 12, 2007

April Sifford

Branch Chief

United States Securities and Exchange Commission

Washington, D.C. 20549

            Re:

            BMB Munai, Inc.

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Filed Jue 29, 2006

            File No.: 1-33034

Dear Ms. Sifford:

At the request of the management of BMB Munai, Inc., (the “Company” or “BMB Munai”) we are responding to comments raised by the staff at the Securities and Exchange Commission in your letter dated February 27, 2007. Following are the responses to your comments.

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Oil and Gas Reserves, page 5

            1.

            Please clarify your disclosure to indicate that dollars included on the Proved Reserves chart on page 6 are in thousands, if this is true. Additionally, add disclosure early in your filing to indicate whether dollars presented are U.S. dollars. We note your disclosure in this chart, “Estimated future net cash flows before income taxes (M$).”  If this means “millions of dollars,” it would imply cash flows of $361,990,000,000, that is, $361 billion, rather than $361 million.

You are correct that the dollars included on the Proved Reserves chart are in thousands. “M” is the Roman numeral for 1,000 and is the common convention in the oil and gas industry. As you have pointed out, this may prove to be confusing to readers, so the Company will amend the filing to indicate that dollar amounts in the table are presented in thousands. The Company will also add a sentence to the second full paragraph on page 5 to indicate that, except as otherwise indicated in the report, all discussion of “dollars” in the report refers to “U.S. dollars.”

Ms. April Sifford

March 12, 2007

Page 2

            2.

            We note the disclosure of your measure, “Present value of estimated future net cash flows before income taxes (discounted 10% per annum),” which differs from the standardized measure, as calculated and presented in accordance with SFAS 69. Please be advised that this disclosure is considered a non-GAAP measure. As such, you must provide all disclosures required by Item 10(e) of Regulation S-K. Please amend your filing accordingly.

In light of your comments, the Company has considered SFAS 69 and Item 10(e) of Regulation S-K. The Company will amend the table on page 6 to remove “Estimated future net cash flows before income taxes (M$)” and the “Present value of estimated future net cash flows before income taxes (discounted 10% per annum)” from the table, thereby bringing the table into conformity with SFAS 69.

            3.

            Please amend footnote (5) of your chart to indicate that the standardized measure of discounted future net cash flows is net of tax.

The Company will amend footnote (5) to the chart to indicate that the standardized measure of discounted future net cash flows is net of tax.

Risks Relating to the Oil and Natural Gas Industry, page 16

            4.

            You state on page 17, “Because a substantial percentage of our proven properties are ‘proved undeveloped’ (approximately 20%), or ‘proved developed non-producing’ (approximately 68%), we will require significant additional capital to develop such properties before they may become productive.” Please note that “proved developed” is defined in Regulation S-X, Rule 4-10(a)(3) as “reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.” As such, tell us why you believe that properties requiring significant additional capital in order to become productive should be classified as “proved developed.”

The Company incorrectly included “proved developed non-producing” reserves in this risk factor.

As reflected in the Chapman Petroleum Engineering Reserve Report (the “Chapman Report”), the Company will not be required to expend significant additional capital to produce these reserves because the Company expects to recover these reserves through existing wells with existing equipment and operating methods. More specifically, as the Chapman Report indicates these “proved developed non-producing” reserves reflect those zones within already drilled wells which have produced during testing phase, but which were not on actual production at the effective date of the report either because

Ms. April Sifford

March 12, 2007

Page 3

another zone within the well was being tested1 or the well may have been undergoing stimulation treatments. In fact, the Chapman Report does not include any additional capital to bring these proved developed non-producing reserves to production.

Because these proved developed non-producing reserves reflect intervals within existing wells that have a history of production using existing equipment and operating methods and will not require significant additional capital to produce, they should not have been included in this risk factor.

            The Company proposes to revise this risk factor as follows:

Twenty percent of our proven properties are  undeveloped; therefore the risk associated with our success is greater than would  be the case if all of our properties were categorized as “proved developed producing.”

Because a portion of our proved reserves (approximately 20%) are “Proved Undeveloped” additional capital for the drilling and completion of an additional  well will be required before these reserves become productive. Further, because of the inherent uncertainties associated with drilling for oil and gas, this well may never be developed to the extent that it develops into positive cash flow. Even if we are successful in our development efforts, it could take several years to achieve positive cash flow from the proved undeveloped reserves.

Management’s Discussion and Analysis . . , page 29

Oil and Gas Operating Expenses, page 32

            5.

            Expand your disclosure to explain why expense per BOE declined from $3.08 in fiscal 2005 to $1.55 in fiscal 2006.

For a more detailed explanation of the recalculated per unit costs, please see the Company’s response to comment 16 below.

The Company proposes to amend the paragraph entitled “Oil and Gas Operating Expenses” on page 32 to include the following:

Despite an overall increase in oil and gas operating expense of 78% during the 2006 fiscal year, expense per BOE declined from $6.31 per BOE in fiscal 2005 to $3.64 per BOE in 2006. We calculate oil and gas operating expense per BOE based on the volume of oil actually sold rather than production volume because

_________________________

1 Consistent with the Law of Petroleum in Kazakhstan, under the Company’s exploration contract the   Company is only allowed to test produce from one interval within each well at any given time.

Ms. April Sifford

March 12, 2007

Page 4

not all volume produced during  the period is sold during the period. The related production costs are expensed only for the units sold, not produced.

This decrease in expense per BOE produced is due to the fact that we significantly increased our sales volume in fiscal 2006. In fiscal 2005, we sold 64,084 barrels of oil, while oil and gas operating expenses were $404,626. By contrast, in fiscal 2006, we sold 227,976 barrels of oil, while oil and gas operating expenses were $829,514. As expense per BOE is a function of total expense divided by the number of barrels of oil sold, the 256% increase in sales volume more than offset the 105% increase in expenses resulting in the 42% decrease in oil and gas operating expense per BOE.

            6.

            Expand your disclosure to include a discussion of the reasons for the year-over-year increase in depletion, depreciation and amortization expenses.

The Company proposes to amend the Management Discussion and Analysis to provide the following disclosure regarding the reasons for the year-over-year increase in depletion, deprecation and amortization expenses.

Depletion expenses for the year ended March 31, 2006 increased by $937,829 compared to depletion expenses for the year ended March 31, 2005. The major reason for this increase in depletion expense is due to both sales and production volumes increasing over 200% in fiscal 2006 as compared to fiscal 2005. The increase in depletion expense is also attributable to the fact that we significantly increased our capitalized cost base by drilling additional wells, continued workover on existing wells and through developing additional infrastructure during fiscal 2006.

Depreciation and amortization expenses for the year ended March 31, 2006 increased 100% compared to previous year. The increase resulted from purchases of fixed assets during the year.

Recently Issued Accounting Pronouncements, page 37

            7.

            Expand your disclosure to include when you intend to adopt SFAS 123(R) and the impact that you expect it to have on your financial statements.

During the year ended March 31, 2006, the Company already had applied SFAS 123(R), in the disclosure, however, the Company inadvertently failed to include the “(R)” in the Recently Issued Accounting Pronouncements disclosure. The Company proposes to amend the Recently Issued Accounting Pronouncements by adding the following disclosure:

Ms. April Sifford

March 12, 2007

Page 5

In December 2004 the FASB issued Statement No. 123R, “Share-Based Payment”, a revision of FASB Statement No. 123, Accounting of Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement does not change the accounting guidance for
share-based payment transactions with parties other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” This Statement is effective for public entities that do not file as small business issuers—as of the beginning of the first interim or annual reporting period that begins after June 15, 2005 and for public entities that file as small business issuers—as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The Company applied FASB Statement No. 123R for accounting for transaction in which the Company exchanged its equity instruments for services.

The Company further proposes to replace the existing share based payment accounting policy with the following disclosure:

Share-based compensation

The Company accounts for options granted to non-employees at their fair value in accordance with SFAS No. 123R, Share Based Payment and EITF Abstracts Issue 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Under SFAS No. 123R, share-based compensation is determined as the fair value of the equity instruments issued. The measurement date for these issuances is the earlier of the date at which a commitment for performance by the recipient to earn the equity instruments is reached or the date at which the recipient’s performance is complete. Stock options granted to the “selling agents” in the private equity placement transactions have been offset to the proceeds as a cost of capital. Stock options and stocks granted to other non-employees are recognized in the Consolidated
Statements of Operations.

Ms. April Sifford

March 12, 2007

Page 6

Controls and Procedures, page 38

            8.

            You state that there were no significant changes in internal controls over financial reporting or other factors that could significantly affect such controls. Revise your disclosure to state whether there was any change that materially affected, or is reasonably likely to materially affect, your internal control over financial reporting. Refer to the requirements of Regulation S-B, Item 308(4)(c).

The Company will revise its Controls and Procedures disclosure to add the following:

There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2006 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Financial Statements

            9.

            Please amend your filing to include an auditor’s report relating to the financial statements as of and for the year ended March 31, 2005.

A corrected auditor’s report relating to the financial statements as of and for the year ended March 31, 2005 will be provided in the amended filing.

Statements of Cash Flows, page F-5

            10.

            Please explain to us why you have not classified the acquisition of marketable securities as an investing activity.

The Company classified the change in marketable securities as cash flows from operating activities because its purpose in purchasing and selling the marketable securities was not an investment objective, but rather to earn some interest on excess cash by placing it into liquid instruments.

Upon further review, the Company agrees that it is more correct to classify marketable securities as investing activity and will revise its cash flow statement accordingly.

Recognition of revenue and cost, page F-8

            11.

            You state that revenue and cost are recognized from the sale of oil when goods are shipped or when ownership title transferred. Please tell us whether there are instances where revenue is recognized before goods are shipped and, if so, support your position

Ms. April Sifford

March 12, 2007

Page 7

that revenue recognition is appropriate under these circumstances. Additionally, please expand your revenue recognition policy to address the criteria set forth in SAB Topic 13.

There have been no instances when revenue has been recognized before goods were shipped.

The Company proposes to expand its revenue recognition accounting policy to add the following:

Revenue and associated costs from the sale of oil are charged to the period when persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable, collectibility is reasonably assured, delivery of oil has occurred or when ownership title transferred. Produced but unsold products are recorded as inventory until sold.

Certifications

            12.

            Please revise your Section 302 certifications to strictly comply with the requirements of Regulation S-B, Item 601. For example, you should refer to “the small business issuer” rather than “the company,” and you should refer to “this report” rather than “this annual report.”

The Company will revise its Section 302 certifications to strictly comply with the requirement of Regulation S-B, Item 601.

Form 10-Q for the quarter ended September 30, 2006

            13.

            Please amend your Form 10-Q to comply with our comments on your Form 10-KSB, as applicable.

The Company will amend its 10-Q for the quarter ended September 30, 2006 accordingly.

            14.

            Please explain why your statements of operations do no

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

       February 27, 2007

Mr. Boris Cherdabayev
Principal Executive Officer
BMB Munai, Inc.
324 South 400 West
Suite 255
Salt Lake City, Utah  84101

 Re: BMB Munai, Inc.
  Form 10-KSB for the Fiscal Year Ended March 31, 2006
Filed June 29, 2006
  File No. 1-33034

Dear Mr. Cherdabayev:

We have reviewed your Form 10-KSB for the Fiscal Year Ended March 31, 2006,
and have the following comments.  We have limited our review of your filing to those
issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB for the Fiscal Year Ended March 31, 2006

Oil and Gas Reserves, page 5

1. Please clarify your disclosure to indicate that dollars included on the Proved Reserves chart on page 6 are in thousands, if this is true.  Additionally, add disclosure early in your filing to indicate whether dollars presented are U.S. dollars.  We note your disclosure in this chart, “Estimated future net cash flows

Mr. Boris Cherdabayev
BMB Munai, Inc.
February 27, 2007 Page 2

before income taxes (M$).”  If  this means “millions of dollars,” it would imply cash flows of $361,990,000,000, that is, $361 billion, rather than $361 million.

2. We note the disclosure of your measure, “Present value of estimated future net cash flows before income taxes (discounted 10% per annum),”  which differs from the standardized measure, as calculated and presented in accordance with SFAS 69.  Please be advised that this disclosure is considered a non-GAAP measure.  As such, you must provide all disclosures required by Item 10(e) of Regulation S-K.  Please amend your filing accordingly.

3. Please amend footnote (5) of your chart to indicate that the standardized measure of discounted future net cash flows is net of tax.

Risks Relating to the Oil and Natural Gas Industry, page 16

4. You state on page 17, “Because a substantial percentage of our proven properties are ‘proved undeveloped’ (approximately 20%), or ‘proved developed non-producing’ (approximately 68%), we will require significant additional capital to develop such properties before they may become productive.”  Please note that “proved developed” is defined in Regula tion S-X, Rule 4-10(a)(3) as “reserves
that can be expected to be recovered through existing wells with existing equipment and operating methods.”  As such, tell us why you believe that properties requiring significant additional capital in order to become productive should be classified as “proved developed.”

Management’s Discussion and Analysis.., page 29

Oil and Gas Operating Expenses, page 32

5. Expand your disclosure to explain why expense per BOE declined from $3.08 in fiscal 2005 to $1.55 in fiscal 2006.

6. Expand your disclosure to include a discussion of the reasons for the year-over-year increase in depletion, depreciation and amortization expenses.

Recently Issued Accounting Pronouncements, page 37

7. Expand your disclosure to include when you intend to adopt SFAS 123(R) and the impact that you expect it to have on your financial statements.

Controls and Procedures, page 38

Mr. Boris Cherdabayev
BMB Munai, Inc.
February 27, 2007 Page 3

8. You state that there were no significant changes in internal controls over financial reporting or other factors that could signi ficantly affect such controls.  Revise
your disclosure to state whether there was any change that materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.  Refer to the requirements of Regulation S-B, Item 308(4)(c).

Financial Statements

9. Please amend your filing to include an auditor’s report relating to the financial statements as of and for the year ended March 31, 2005.

Statements of Cash Flows, page F-5

10. Please explain to us why you have not classified the acquisition of marketable securities as an investing activity.

Recognition of revenue and cost, page F-8

11. You state that revenue and costs are recognized from the sale of oil when goods are shipped or when ownership title transferred.  Please tell us whether there are instances where revenue is recognized before goods are shipped and, if so, support your position that revenue recognition is appropriate under these circumstances.  Additionally, please expand your revenue recognition policy to address the criteria set forth in SAB Topic 13.

Certifications

12. Please revise your Section 302 certifications to strictly comply with the requirements of Regulation S-B, Item 601.  For example, you should refer to “the small business issuer” rather than “the company,” and you should refer to “this report” rather than “this annual report.”

Form 10-Q for the quarter ended September 30, 2006

13. Please amend your Form 10-Q to comply with our comments on your Form 10-KSB, as applicable.

14. Please explain why your statements of operations do not reflect diluted income (loss) per share for all periods presented.

Engineering Comments

Mr. Boris Cherdabayev
BMB Munai, Inc.
February 27, 2007 Page 4

Items 1 and 2. Business and Properties, page 3

Oil and Natural Gas Reserves, page 5

15. Please explain your use of world market prices instead of domestic prices to determine the estimated future gross revenue associated with your disclosed proved reserves given that your export quota and the higher world market price were valid only through June, 2006, as described on page 11.  Address the effects of the lower prices on your proved reserve estimates.

Oil and Natural Gas Volumes, Prices and Operating Expense, page 9

16. Your 2006 historical unit production cost , $1.55/BOE, does not agree with your
production costs disclosed on page F-28.  We calculate as $829,514/242,522 BO = $3.42/BO.  Please amend your document to remove this inconsistency.

Our Properties, page 13

17. We note that your exploration and development license expires July 9, 2007.  We believe that the history of oil and gas production license renewals/extensions by the pertinent authorities to be a prime consideration in the attribution of proved reserves.  If there is an applicable record of non-renewals or no record, we would not consider the attribution of proved reserves past license expiry to be valid without conclusive, unambiguous support.  Please tell us the applicable history of license extensions in Kazakhstan that justifies your entitlement to the disclosed proved reserves beyond your license expiry.

18. We note your statement, “Commercial production rights may also require that up to 20% of our oil production be sold to the Kazakhstan domestic market at considerably lower prices than we receive in the world export markets, as discussed above.”  Please explain to us how you incorporated this circumstance in your estimated proved reserves and associated future net income.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.

Mr. Boris Cherdabayev
BMB Munai, Inc.
February 27, 2007 Page 5

Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Sandy Eisen at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  You may contact Ronald Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3684 with any other questions.  Direct all correspondence to the following ZIP code:  20549-7010.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      November 23, 2005

Mr. Boris Cherdabayev
Gateway Enterprises, Inc.
BMB Munai, Inc.
3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121

      Re:	BMB Munai, Inc.
		Registration Statement on Form SB-2
      Filed October 21, 2005
		File No. 333-129199

		Form 10-KSB/A for the year ended March 31, 2004
		Filed October 5, 2005
		File No. 000-28638

Dear Mr. Cherdabayev:

      We have reviewed your filing and have the following
comments.
Once we complete the petroleum engineering review of your filing,
we
will issue any related comments in a separate letter.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 14

1. Disclose how the securities being registered for resale were
acquired by the selling security holders.

2. Identify as underwriters all selling security holders who are
registered broker-dealers, unless you can confirm to us that such
selling security holders received their shares as compensation for
investment banking services.

Form 10-KSB/A for the year ended March 31, 2004

Controls and Procedures, page 30
1. We note that, in addition to your disclosure that the
disclosure
controls and procedures were not effective as of the end of the
reporting period covered by the amended report, you include
disclosure
indicating that "your disclosure controls and procedures are now
effective."  Revise to expand the disclosure to explain how
management
has determined that disclosure controls and procedures are now
effective.  Make similar revisions to your Form 10-QSB/A for the
quarter ended December 31, 2004.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 or, in her absence, the undersigned, at (202)
551-
3740.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	R. Poulton
      C. Moncada-Terry
Gateway Enterprises, Inc.
BMB Munai, Inc.
November 23, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      June 6, 2006

Mr. Boris Cherdabayev
Gateway Enterprises, Inc.
BMB Munai, Inc.
3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121

      Re:	BMB Munai, Inc.
		Registration Statement on Form SB-2
      Filed October 21, 2005
		File No. 333-129199

		Form 10-KSB/A for the year ended March 31, 2004
		Filed April 11, 2006
		File No. 000-28638

  		Form 10-QSB/A for the period ended December 31, 2004
		Filed April 11, 2006
		File No. 000-28638

Dear Mr. Cherdabayev:

      We have reviewed you response letter dated May 17, 2006, and
the
amended filings and have the following comments.  Once we complete
the
petroleum engineering review of your filing, we will issue any
related
comments in a separate letter.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 14

1. Identify as underwriters all selling security holders who are
affiliates of registered broker-dealers, unless you can confirm to
us
that such selling security holders purchased the securities in the
ordinary course of business and have no agreements or
understandings,
directly or indirectly, with any party to distribute the
securities.

2. We note that in amendment 1 to your registration statement you
added 992,000 shares of common stock issued to a number of named
parties.  We note that these sales occurred in December 2005 after
the
filing of the initial resale registration statement and that you
then
added these securities to your pending registration statement.  It
is
therefore unclear to us how you can conclude that the purchasers
of
the securities took with investment intent or without a view to
distribute.  Rule 152 of the Securities Act provides a safe harbor
to
separate the issuance and resale transactions for 4(2) offerings.
However, the rule appears to be unavailable to you, since Rule 152
requires that the registration statement be filed subsequent to
the
4(2) offering.  Please provide us with a detailed analysis as to
why
you believe that you are able to add the securities from the
December
2005 private placement to the pending registration statement.

Form 10-KSB/A-2 for the year ended March 31, 2004

Controls and Procedures, page 3

3. Please revise to provide the information required by Item 8A of
Form 10-KSB.  Note that the item requires you to include
information
required by Items 307 and 308 of Regulation S-B.  We also refer
you to
Rule 12b-15 of the Exchange Act, which requires the inclusion of
the
complete text of each form item as amended.  Similarly, revise the
Controls and Procedures section of your Form 10-QSB for the period
ended December 31, 2004.

* * * * *

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 or, in her absence, the undersigned, at (202)
551-
3740.

      	Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	R. Poulton
      C. Moncada-Terry
Gateway Enterprises, Inc.
BMB Munai, Inc.
June 6, 2006
Page 4

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      June 6, 2006

Mr. Boris Cherdabayev
Gateway Enterprises, Inc.
BMB Munai, Inc.
3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121

      Re:	BMB Munai, Inc.
		Registration Statement on Form SB-2
      Filed October 21, 2005
		File No. 333-129199

		Form 10-KSB/A for the year ended March 31, 2004
		Filed April 11, 2006
		File No. 000-28638

  		Form 10-QSB/A for the period ended December 31, 2004
		Filed April 11, 2006
		File No. 000-28638

Dear Mr. Cherdabayev:

      We have reviewed you response letter dated May 17, 2006, and
the
amended filings and have the following comments.  Once we complete
the
petroleum engineering review of your filing, we will issue any
related
comments in a separate letter.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Security Holders, page 14

1. Identify as underwriters all selling security holders who are
affiliates of registered broker-dealers, unless you can confirm to
us
that such selling security holders purchased the securities in the
ordinary course of business and have no agreements or
understandings,
directly or indirectly, with any party to distribute the
securities.

2. We note that in amendment 1 to your registration statement you
added 992,000 shares of common stock issued to a number of named
parties.  We note that these sales occurred in December 2005 after
the
filing of the initial resale registration statement and that you
then
added these securities to your pending registration statement.  It
is
therefore unclear to us how you can conclude that the purchasers
of
the securities took with investment intent or without a view to
distribute.  Rule 152 of the Securities Act provides a safe harbor
to
separate the issuance and resale transactions for 4(2) offerings.
However, the rule appears to be unavailable to you, since Rule 152
requires that the registration statement be filed subsequent to
the
4(2) offering.  Please provide us with a detailed analysis as to
why
you believe that you are able to add the securities from the
December
2005 private placement to the pending registration statement.

Form 10-KSB/A-2 for the year ended March 31, 2004

Controls and Procedures, page 3

3. Please revise to provide the information required by Item 8A of
Form 10-KSB.  Note that the item requires you to include
information
required by Items 307 and 308 of Regulation S-B.  We also refer
you to
Rule 12b-15 of the Exchange Act, which requires the inclusion of
the
complete text of each form item as amended.  Similarly, revise the
Controls and Procedures section of your Form 10-QSB for the period
ended December 31, 2004.

* * * * *

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 or, in her absence, the undersigned, at (202)
551-
3740.

      	Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	R. Poulton
      C. Moncada-Terry
Gateway Enterprises, Inc.
BMB Munai, Inc.
June 6, 2006
Page 4

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                 June 20, 2006

H. Roger Schwall
Assistant Director
Division of Corporate Finance
Mail Stop 7010
United States Securities and Exchange Commission
Washington, D.C. 20549

                  Re:      BMB Munai, Inc.
                           Registration Statement on Form SB-2
                           Filed October 21, 2005
                           File No.: 333-129199

Dear Mr. Schwall:

         As Corporate Secretary of BMB Munai, Inc., (the "Company") pursuant to
Rule 461, I hereby request that the effective date of the BMB Munai, Inc. SB-2
registration statement be accelerated to Monday, June 26, 2006 at 9:00 a.m.

         This offering is not being underwritten and no broker dealers are
participating in the distribution. Therefore, compensation review by the NASD is
not required and has not occurred.

         The Company acknowledges that:

         1)       Should the Commission or the staff, acting pursuant to
                  delegated authority, declare the filing effective, it does not
                  foreclose the Commission from taking any action with respect
                  to the filing;

         2)       Any action of the Commission or the staff, acting pursuant to
                  delegated authority, in declaring the filing effective, does
                  not relieve the Company from its full responsibility for the
                  adequacy and accuracy of the disclosure in the filing; and

         3)       The Company specifically acknowledges that it may not assert
                  staff comments and the declaration of effectiveness as a
                  defense in any proceeding initiated by the Commission or any
                  person under the federal securities laws of the
                  United States.

         Thank you for your assistance in this matter. If you have any questions
or require additional information, please contact me directly, or you may
contact our corporate and securities counsel, Richard Ludlow.

                                                     Yours very truly,

                                                     BMB MUNAI, INC.

                                                      /s/ Adam R. Cook

                                                     Adam R. Cook
                                                     Corporate Secretary

   BMB Munai, Inc. * 324 South 400 West, Ste. 250, Salt Lake City, Utah 84101
                 * Tel: (801) 355-2227 * Fax: (801) 355-2990 *

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                                POULTON & YORDAN
                                ATTORNEYS AT LAW

RICHARD T. LUDLOW

                                  June 8, 2006

H. Roger Schwall
Assistant Director
Division of Corporate Finance
Mail Stop 7010
United States Securities and Exchange Commission
Washington, D.C. 20549

                  Re:      BMB Munai, Inc.
                  Registration Statement on Form SB-2
                  Filed October 21, 2005
                  File No.: 333-129199

                  Form 10-KSB/A for the year ended March 31, 2004
                  Filed April 11, 2006
                  File No. 000-28638

                  Form 10-QSB/A for the year ended December 31, 2004
                  Filed April 11, 2006
                  File No. 000-28638

Dear Mr. Schwall:

         At the request of the management of BMB Munai, Inc., (the "Company" or
"BMB Munai") and further to my conversations with Ms. Moncada-Terry we are
responding to comments raised by the staff at the Securities and Exchange
Commission in your letters dated June 6, 2006. Following are the responses to
your comments.

                             LETTER OF JUNE 6, 2006

Selling Security Holders, page 14

1.       Identify as underwriters all selling security holders who are
         affiliates of registered broker-dealers, unless you can confirm to us
         that such selling security holders purchased the securities in the
         ordinary course of business and have no agreements or understandings,
         directly or indirectly, with any party to distribute the securities.

                      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. Roger Schwall
June 8, 2006
Page 2

         We are currently confirming with all selling security holders that they
purchased the securities in the ordinary course of business and that they have
no agreements or understandings, directly or indirectly, with any party to
distribute the securities. If all selling security holders confirm to us that
they acquired the shares in the ordinary course of business and that they have
no agreements, directly or indirectly, with any party to distribute the shares,
we will confirm such in a subsequent correspondence.

         If we learn that the shares were not acquired in the ordinary course of
business or that agreements or understandings exist with any party to distribute
the shares we will file an amendment to the SB-2 incorporating the necessary
disclosure.

2.       We note that in amendment 1 to your registration statement you added
         992,000 shares of common stock issued to a number of named parties. We
         note that these sales occurred in December 2005 after the filing of the
         initial resale registration statement and that you then added these
         securities to your pending registration statement. It is therefore
         unclear to us how you can conclude that the purchasers of the
         securities took with investment intent or without a view to distribute.
         Rule 152 of the Securities Act provides a safe harbor to separate the
         issuance and resale transactions for 4(2) offerings. However, the rule
         appears to be unavailable to you, since Rule 152 requires that the
         registration statement be filed subsequent to the 4(2) offering. Please
         provide us with a detailed analysis as to why you believe that you are
         able to add the securities from the December 2005 private placement to
         the pending registration statement.

         We believe that the inclusion of the 992,000 shares sold to U.S. QIBs
in the December 2005 private placement does not preclude the issuer from relying
on the safe harbor of Rule 152. We do not believe, under the current
circumstances, that the date of the share purchase, which was after the date of
filing of the registration statement, mandates the conclusion that the 992,000
shares were acquired for distribution. Rather, the facts underlying the addition
of these shares to the registration statement by way of an amendment in April
2006, does not obviate the fact the purchasers of the shares acquired the shares
in December 2005 with the requisite investment intent.

         In December 2005, each of the investors in the private placement
executed subscription agreements wherein they specifically represented and
warranted that they were acquiring the shares for investment purposes.

Mr. Roger Schwall
June 8, 2006
Page 3

         Under the terms of the December 2005 private placement, all investors
in the private placement were granted the right to request registration of their
shares for resale at any time after 90 days from the closing of the private
placement. To trigger the registration obligation of the issuer, at least 51% of
the investors in the private placement were required to request registration.
Pursuant to the terms of registration rights agreement, once registration was
requested by at least 51% of the investors the issuer was obligated to register
for resale all shares sold in the private offering.

         In April 2006, holders of more than 51% of the shares requested
registration for resale, however, none of the parties holding the 992,000 shares
requested registration of their shares. In order to comply with the issuer's
legal obligations under the registration rights agreement, their shares were
included in the amended registration statement's resale prospectus. Based on the
foregoing, we do not believe the inclusion of the 992,000 shares in the resale
registration statement should invalidate the investment intent representations
and warranties made by these shareholders at the time the shares were purchased.

         If the staff rejects our analysis that inclusion of these shares is
appropriate in the current registration statement, the Company proposes to
remove the 992,000 shares from the registration statement and simply file a
second registration statement to cover these shares. Of course, this would seem
to be wasteful of the time and resources of both the Commission and the issuer
and therefore we would hope this could be avoided if possible.

Form 10-KSB/A-2 for the year ended March 31, 2004

Controls and Procedures, page 3

3.       Please revise to provide the information required by Item 8A of Form
         10-KSB. Note that the item requires you to include information required
         by Item 307 and 308 of Regulation S-B. We also refer you to Rule 12b-15
         of the Exchange Act, which requires the inclusion of the complete text
         of each form item as amended. Similarly, revise the Controls and
         Procedures section of you 10-QSB for the period ended December 31,
         2004.

         We propose to amend Item 8A of Form 10-KSB/A-3 for the year ended March
31, 2004 as follows:

         "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

Mr. Roger Schwall
June 8, 2006
Page 4

         information required to be disclosed in our Exchange Act reports is
         recorded, processed, summarized and reported with 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.
         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. Following the discovery of this error in
         July 2005, we have implemented 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.

                  Other than as discussed above, there have been no changes in
         our internal controls over financial reporting that occurred during the

Mr. Roger Schwall
June 8, 2006
Page 5

         period from inception (May 6, 2003) through March 31, 2004 that have
         materially affected, or are reasonably likely to materially affect, our
         internal controls over financial reporting."

         We propose to amend Item 3 of Form 10-QSB/A-2 for the period ended
December 31, 2004 as follows:

         "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)) that are designed to ensure that
         information required to be disclosed in our Exchange Act reports is
         recorded, processed, summarized and reported with 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 for the period ended 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. 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 J 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 restatement discussed above, our

Mr. Roger Schwall
June 8, 2006
Page 6

         disclosure controls and procedures were not effective as of December
         31, 2004. Following the discovery of this error in July 2005, we have
         implemented 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 that this will prevent recurrence of future
         errors of this nature and strengthen our internal control process.

                  Other than as discussed above, there have been no changes in
         our internal controls over financial reporting that occurred during the
         period ended December 31, 2004 that has materially affected, or is
         reasonably likely to materially affect, our internal controls over
         financial reporting."

         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

                                                      Richard T. Ludlow
                                                      Attorney at Law

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                POULTON & YORDAN
                                ATTORNEYS AT LAW
--------------------------------------------------------------------------------
RICHARD T. LUDLOW

                                 April 14, 2006

April Sifford
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549

                  Re:    BMB Munai, Inc.
                         Item 4.02 Form 8-K
                         Filed March 28, 2006
                         File No.: 0-28638

Dear Ms. Sifford:

         At the request of the management of BMB Munai, Inc., (the "Company" or
"BMB Munai") I am responding to comments raised by the staff at the Securities
and Exchange Commission in your letter dated March 29, 2006. Following are the
responses to your comments.

1.   We note you intend to file restated financial statements. However, you have
     not indicated how or when you intend to file restated financial statements.
     We may have further comment after you file the restated financial
     statements.

         On March 13, 2006 the Company filed a first amendment to its annual
report on Form 10-KSB/A-1, which included restated financial statements for the
fiscal year ended March 31, 2005, and a first amendment to its quarterly report
on Form 10-QSB/A-1 for the quarter ended June 30, 2005, which included restated
financial statements for the quarter ended June 30, 2005. On March 14, 2006, the
Company filed a first amendment to each of its quarterly reports for the
quarters ended September 30, 2005 and December 31, 2005, each of which included
restated financial statements for the applicable periods. Each of these reports
was filed with the Commission via its Edgar system.

2.   Please tell us if your certifying officers have reconsidered the effect of
     the adequacy of your disclosure controls and procedures as of the end of
     the period covered by your Form 10-KSB for the period ended March 31, 2005

                      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
<PAGE>
Ms. April Sifford
April 14, 2006
Page 2

     and Forms 10-QSB for the periods ended June 30, September 30, and December
     31, 2005 in light of the material error you have disclosed. Additionally,
     tell us what effect the error had on your current evaluation of disclosure
     controls and procedures as of your fiscal year ended March 31, 2006.

         As disclosed in each of the aforementioned amended reports, in light of
the Company's determination that the restatement of its proved reserves as
contained in the Reserve and Economic Evaluation prepared by Chapman Petroleum
as of April 1, 2005 (the "Chapman Report") resulted in the need for the Company
to restate the financial statements contained in its annual report for the year
ended March 31, 2005 and its quarterly reports for the quarters ended June 30,
2005, September 30, 2005 and December 31, 2005, the Company carried out an
evaluation of the effectiveness of its disclosure controls and procedures as of
the end of each of the periods covered by each of the amended reports. In
accordance with Exchange Act Rules 13a-15 and 15d-15 and under the supervision
and with the participation of management, including the Company's certifying
officers, the Company evaluated the accounting procedures and controls in place
and determined that the accounting for depletion was properly carried out based
on the proved reserves figures contained in the original Chapman Report.
Management, including the Company's certifying officers, evaluated the process
by which management selected Chapman Petroleum to perform the independent
evaluation of the Company's reserves and determined that management performed
proper and adequate due diligence to investigate and assess the qualifications,
expertise and ability of Chapman Petroleum to perform the independent evaluation
of the Company's petroleum reserves to the applicable SEC reporting standards.
The certifying officers have evaluated the Company's communications with Chapman
Petroleum and determined that the scope and purpose for which Chapman Petroleum
was retained to evaluate the Company's reserves was clearly and appropriately
communicated to Chapman Petroleum. The certifying officers have undertaken an
investigation to confirm that information provided by the Company to Chapman
Petroleum was correct. The certifying officers have also investigated to
determine whether the Company had or has certain policies in place, such as
performance based compensation tied to reserve balances, which could have
resulted in undue pressure to inflate proved reserves and determined that it did
not, at the time of the reserve evaluation, nor does it currently have any such
policies in place. Based on this evaluation, the Company's certifying officers
have concluded that the restatement of the Company's financial statements
resulting from the restatement of its proved reserves as contained in the
Chapman Report was not the result of ineffective disclosure controls and
procedures. This continues to hold true for our current evaluation of disclosure
controls and procedures as of our fiscal year end March 31, 2006.

         Attached to this letter, please find a statement from the Company
acknowledging that:
<PAGE>
Ms. April Sifford
April 14, 2006
Page 3

         o        the Company is responsible for the adequacy and accuracy of
                  the disclosure in the filling;

         o        staff comments or changes to disclosure in response to staff
                  comments do not foreclose the Commission or any person under
                  the federal securities laws of the United States; and

         o        the Company may not assert staff comments as a defense in a
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

         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

                                                     Richard T. Ludlow
                                                     Attorney at Law
<PAGE>

                                 April 14, 2006

April Sifford
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549

                  Re:   BMB Munai, Inc.
                        Item 4.02 Form 8-K
                        Filed March 28, 2006
                        File No.: 0-28638

Dear Ms. Sifford:

         In connection with the Company's responses to comments raised by the
staff at the Securities and Exchange Commission in your letter dated March 29,
2006, the Company acknowledges that:

         o        it is responsible for the adequacy and accuracy of the
                  disclosure in its filings;

         o        staff comments or changes to disclosure in response to staff
                  comments do not foreclose the Commission or any person under
                  the federal securities laws of the United States; and

         o        it may not assert staff comments as a defense in a proceeding
                  initiated by the Commission or any person under the federal
                  securities laws of the United States.

         If you have any questions or require additional information, please
contact me directly.

                                                        Sincerely,

                                                          /s/ Adam R. Cook

                                                        Adam R. Cook
                                                        Corporate Secretary
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

        March 29, 2006

Mr. Sanat Kasymov
Chief Financial Officer
BMB Munai, Inc.
% Poulton & Yordan
324 South 400 West, Suite 250
Salt Lake City, Utah  84101

Re: BMB Munai, Inc.
 Item 4.02 Form 8-K
Filed March 28, 2006
 File No.  0-28638

Dear Mr. Kasymov:

We have reviewed your filing and have the follo wing comments.  Where indicated, we think you
should revise your document in response to these comm ents.  If you disagree, we will consider your
explanation as to why our comment is  inapplicable or a revision is unnece ssary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure .  After reviewing this information, we may raise
additional comments.

 Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us at th e telephone numbers listed at the end
of this letter.

1. We note that you intend to file restated financial statements. However you have not indicated how or
when you intend to do so.  Please tell us how and when  you intend to file restat ed financial statements.
We may have further comment after you f ile the restated financial statements.

2. Please tell us if your certifying officers have reconsidered the effect on the adequacy of your
disclosure controls and procedures  as of the end of the period c overed by your Form 10-KSB for the
period ended March 31, 2005 and Forms 10-QSB for the periods ended June 30, September 30, and
December 31, 2005 in light of the material error you ha ve disclosed.  Additionally, tell us what effect
the error had on your current evaluation of disclosure controls and procedures as of your fiscal year
end March 31, 2006.

Mr. Sanat Kasymov
BMB Munai, Inc.
March 29, 2006
page 2

 As appropriate, please amend your filing and re spond to these comments within five business
days or tell us when you will provide us with a response.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that
keys your responses to our comments and provides a ny requested information.  Detailed cover letters
greatly facilitate our review.  Pl ease understand that we may have a dditional comments after reviewing
your amendment and responses to our comments.

  We urge all persons who are responsible for th e accuracy and adequacy of  the disclosure in the
filing to be certain that the filing includes all information required under the Securities Exchange Act of
1934 and that they have provided all information investors require for an  informed investment decision.
Since the company and its management are in possessi on of all facts relating to a company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that  the Division of Enfo rcement has access to all information you
provide to the staff of the Division of  Corporation Finance in our review of your filing or in response to our
comments on your filing.

 If you have any questions, please call Gary Ne wberry at (202) 551-3761, or me at (202) 551-3684.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f

cc:  Mr. Richard T. Ludlow, Attorney at Law

CORRESP
1
filename1.htm

                              POULTON & YORDAN
                                ATTORNEYS AT LAW

RICHARD T. LUDLOW

                                January 31, 2006

H. Roger Schwall
Assistant Director
Division of Corporate Finance
Mail Stop 7010
United States Securities and Exchange Commission
Washington, D.C. 20549

                  Re: BMB Munai, Inc.
                  Registration Statement on Form SB-2
                  Filed October 21, 2005
                  File No.: 333-129199

                  Form 10-KSB/A for the year ended March 31, 2004
                  Filed October 5, 2005
                  File No. 000-28638

Dear Mr. Schwall:

         At the request of the management of BMB Munai, Inc., (the "Company" or
"BMB Munai") and further to my conversations with Mr. Murphy and Ms.
Moncada-Terry we are responding to comments raised by the staff at the Securities
and Exchange Commission in your letters dated November 23, 2005 and November 30,
2005. Following are the responses to your comments.

                           LETTER OF NOVEMBER 23, 2005

Selling Security Holders, page 14
---------------------------------

1.       Disclose how the securities being registered for resale were acquired
         by the selling security holders.

         The securities being registered for resale were acquired by the selling
security holders directly from the Company in either the private placement of
shares concluded by the Company in July 2004 or March 2005, pursuant to
exemption 4(2) of the Securities Act and/or Regulation S.

                      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. Roger Schwall
January 31, 2006
Page 2

         If the staff deems it necessary, the Company will add disclosure of
this information to the amended SB-2 registration statement.

2.       Identify as underwriters all selling security holders who are
         registered broker-dealers, unless you can confirm to us that such
         selling security holders received their shares as compensation for
         investment banking services.

         Each selling security holder has confirmed that it is not a registered
broker-dealer.

Form 10-KSB/A for the year ended March 31, 2004
-----------------------------------------------

Controls and Procedures, page 30
--------------------------------

1.       We note that, in addition to your disclosure that the disclosure
         controls and procedures were not effective as of the end of the
         reporting period covered by the amended report, you include disclosure
         indicating that "your disclosure controls and procedures are now
         effective." Revise to expand the disclosure to explain how management
         has determined that disclosure controls and procedures are now
         effective. Make similar revisions to your Form 10-QSB/A for the quarter
         ended December 31, 2004.

         We propose to amend the disclosure controls and procedures as follows
to explain how management has determined that disclosure controls and procedures
are now effective.

              "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

Mr. Roger Schwall
January 31, 2006
Page 3

         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."

                           LETTER OF NOVEMBER 30, 2005

                         SB-2 filed on October 21, 2005

Summary Historical Reserve and Operating Data, page 4
-----------------------------------------------------

1.       Please remove the dollar signs under the production information for
         each period shown here and on page 33.

         We will remove all dollar signs.

Risk Factors, page 5

         A substantial or extended decline in oil and natural gas prices..page 6
         -----------------------------------------------------------------------

2.       Please include in this risk factor the fact that you currently receive
         materially lower prices than world market prices for crude oil and your
         gas price is substantially lower than that received in North America.

         We propose to add the following language to the above referenced risk
factor (page 6) to the beginning of the paragraph immediately following the
second set of bullet point items:

                  "Until we are granted an export license from the government,
         we are limited to selling our production to the domestic market in
         Kazakhstan. As a result, we currently receive materially lower prices
         than the world market prices for our crude oil. Similarly, the prices
         we will receive for the gas we produce will be substantially lower than
         prices for natural gas received in North America."

3.       Please include a risk factor that states under the terms of your
         current exploration contract you only have the right to produce until
         the year 2007 and that 94% of your proved reserves are scheduled to be
         produced after 2007. There is no guarantee whether the current license
         will be extended or a new commercial exploration and production
         contract will be granted.

         We propose to add the following risk factor to the top of page 8:

                  We will be unable to produce up to 94% of our proved reserves
         if we are not able to extend our current contract or obtain a new

Mr. Roger Schwall
January 31, 2006
Page 4

         contract from the Republic of Kazakhstan, which would likely require us
         to terminate our operations.

                  Under our current contract for exploration of hydrocarbons on
         Aksaz, Dolinnoe and Emir fields, we have the right to produce oil and
         gas only until July 2007, yet 94% of our proved reserves are scheduled
         to be produced after July 2007. If we are unable to receive a
         commercial production contract to which we have the exclusive right to
         negotiate as per exploration contract terms, or extend our current
         contract we will lose our right to produce the reserves on our current
         properties. If we are unable to produce those reserves, we will be
         unable to realize revenues and earnings and to fund operations and we
         would most likely be unable to continue as a going concern.

Business and Properties, page 28
--------------------------------

         Oil and Natural Gas Reserves, page 30
         -------------------------------------

4.       You state that Chapman Engineering used oil and natural gas prices in
         effect during March 31, 2005, which you disclosed was $15.17 for the
         year ended March 31, 2005. However, the reserve report uses an oil
         price of approximately $21.00 per barrel, which is 38% higher than the
         price you disclose in the filing. Please explain this to us.

         As dictated by Section 210.4-10(a)(2), the reserve report uses an oil
price of $21.00 per barrel because that was the price per barrel of oil in the
Kazakhstan domestic oil market on March 31, 2005, the date of the reserve
report. By contrast, $15.17 reflects the average price per barrel we received
throughout the fiscal year for the oil we sold. As you point out, the price of
oil in the Kazakhstan domestic market increased significantly during the period
from March 31, 2004 to March 31, 2005, not unlike the significant increases
experienced in the world market during the same time period. As a result of the
significant price increase during the aforementioned period, the average oil
price we realized during the period from March 31, 2004 to March 31, 2005, was
lower than the price at March 31, 2005.

         Production, page 31
         -------------------

5.       You state that you produced no natural gas during the month of August
         2005, however, you disclose 41.7 BCF of proved gas reserves. Please
         explain this to us.

         Please see our response to comment 14 below.

Mr. Roger Schwall
January 31, 2006
Page 5

         Recent Developments, page 34
         ----------------------------

6.       You indicate that you have tested several wells such as the Dolinnoe 2
         and Emir 1 wells in June 2005. Please disclose the results of this
         testing and if you think it is representative of the wells' long-term
         production trends. Along bring this production up to date as possible.

         According to the State laws of the Republic of Kazakhstan, the Company
is required to test every prospective object on its properties separately, this
includes the completion of well surveys on different modes with various choke
sizes on each horizon. This testing can take up to three months per horizon.

         In the course of well testing, when the transfer from object to object
occurs, the well must be shut in, the production activity closes for the period
of mobilization/ demobilization of workover rig, pull out of hole, run in hole,
perforation, packer installation time, etc. Oil production is temporarily
suspended due to well shut down which has the effect of artificially diminishing
production rates.

Production rates:

         Cumulative total production rate from all intervals tested is shown on
the table following the response to this comment.

Aksaz -1

         Status: The well is awaiting workover due to technical conditions.

         Producing testing intervals: 4,428-4,253m; 4,256-4,257m; 4,261-4,265m;
         4,269-4,273m

         Prior to workover the single interval production rates were as follows:

         139 bpd - 10 mm diameter choke. This production level was registered
         with paraffin buildup. 252 bpd - 10 mm diameter choke. This production
         level was registered without paraffin buildup.

Aksaz-4

         Status: The well was completed in August 2005.

         Producing testing intervals: 4,311-4,299m and 4,294.3-4,292.8m

Mr. Roger Schwall
January 31, 2006
Page 6

         Current production rates from single interval testing are as follows:

         126 bpd - 6 mm diameter choke with paraffin buildup
         220 bpd - 6 mm diameter choke without paraffin buildup

Dolinnoe-1

         Status: Engaged in test production. The Company plans to increase
         production from the Dolinnoe-1 well through hydraulic fracturing with
         acid treatment and, if necessary, horizontal or deviated drilling from
         existing wellbores will be conducted.

         Producing testing intervals: 3,550-3,565m and 3,521-3,532m

         Current single interval production rates are as follows:

         114 bpd - 6 mm diameter choke with paraffin buildup
         189 bpd - 6 mm diameter choke without paraffin buildup

Dolinnoe-2

         Status: Engaged in test production. The Company plans to increase
         production from the Dolinnoe-2 well through hydraulic fracturing with
         acid treatment and, if necessary, horizontal or deviated drilling from
         existing wellbores will be conducted.

         Producing testing intervals: 3,574.5-3,577m, 3,578.4-3,582m,
         3,600-3,609m; 3,611.5-3,613.5m; 3,616-3,627m; 3,640-3,641m

         Current single interval production rates are as follows:

         126 bpd - 4 mm diameter choke with paraffin buildup

Dolinnoe-3

         Status: While testing various intervals, we determined that the current
         interval from which solid production rates occurred is 24 m, but only
         17 m were perforated. After perforation of the 17m a blowout occurred
         and we could not run in hole with the pipe. We are in the process of
         killing the well. After killing the well we will clean the bottomhole
         zone, run in hole with a perforator and will perforate the remaining 7
         m in the producing interval. After perforation we will lower tubing and
         start testing again in order to determine the proper rate.

Mr. Roger Schwall
January 31, 2006
Page 7

         Producing testing intervals: 3,614.5-3,603m and 3,600.6-3,594.5m

         Current single interval production rates are as follows:

         756 bpd - 4 mm diameter choke with paraffin buildup
         1260 bpd - 8 mm diameter choke with paraffin buildup

Emir -1

         Based on logging, 4 prospective objects were identified and perforated
         and all 4 objects were tested. This well is awaiting a service rig to
         perform workover as discussed in our response to comment 17 below.

         Producing testing intervals: 2,863-2,871m; 2,922-2,924m; 2,930-2,975m;
         3,009-3,017m

         Current single interval production rate is 40-50 bpd.

         With current completions, which include only one zone per well, the
overall daily production rate range from the 6 wells is 1,266 to 2,100 bpd,
depending on choke sizes and well bore conditions on the wells, etc. This, of
course, is not representative of the cumulative total production rate from all
of the tested intervals in each of the wells. The accumulated total for the
tests on these wells are shown below:

----------------------------------------------------------------------------------------------------------------
                                                                  Choke size,
     Well           Interval, m                Influx                  Mm             Oil, bpd        Average
----------------------------------------------------------------------------------------------------------------
                                                                       6                        184
    Aksaz 1          4249-4307            Oil and gas flow             8                        250         245
                                                                       10                       300
                 -----------------------------------------------------------------------------------------------
                                                                                 Total                      245
----------------------------------------------------------------------------------------------------------------
                     4296-4293,                                        4                        107
                     4272-4266,           Oil and gas flow             6                        126         151
    Aksaz 4          4261-4257                                         8                        220
                 ---------------------------------------------------------------------------------

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      November 30, 2005

Mr. Boris Cherdabayev
Gateway Enterprises, Inc.
BMB Munai, Inc.
3230 East Flamingo Road, Suite 156
Las Vegas, Nevada 89121

      Re:	BMB Munai, Inc.
		Registration Statement on Form SB-2
      Filed October 21, 2005
		File No. 333-129199

		Form 10-KSB/A for the year ended March 31, 2004
		Filed October 5, 2005
		File No. 000-28638

Dear Mr. Cherdabayev:

      We have reviewed your filing and have the following
engineering
comments.    Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

SB-2 filed on October 21, 2005

Summary Historical Reserve and Operating Data, page 4

1. Please remove the dollar signs under the production information
for
each period shown here and on page 33.

Risk Factors, page 5

	A substantial or extended decline in oil and natural gas
prices....., page 6

2. Please include in this risk factor the fact that you currently
receive materially lower prices than world market prices for crude
oil
and your gas price is substantially lower than that received in
North
America.

3. Please include a risk factor that states under the terms of
your
current exploration contract  you only have the right to produce
until
the year 2007 and that 94% of your proved reserves are scheduled
to be
produced after 2007.  There is no guarantee whether the current
license will be extended or a new commercial exploration and
production contract will be granted.

Business and Properties, page 28

	Oil and Natural Gas Reserves, page 30

4. You state that Chapman Engineering used oil and natural gas
prices
in effect during March 31, 2005 which you disclosed was $15.17 for
the
year ended March 31, 2005.   However, the reserve report uses an
oil
price of approximately $21.00 per barrel which is 38% higher than
the
price you disclose in the filing.   Please explain this to us.

Production, page 31

5. You state that you produced no natural gas during the month of
August 2005, however, you disclose 41.7 BCF of proved gas
reserves.
Please explain this to us.

Recent Developments, page 34

6. You indicate that you have tested several wells such as the
Dolinnoe 2 and Emir 1 wells in June 2005. Please disclose the
results
of this testing and if you think it is representative of the
wells`
long term production trends.  Along bring this production up to
date
as possible.

Our Properties, page 36

7. You disclose that you own a 100% interest in a production
license
and the current royalty rate is 2%.  You further disclose that
when a
commercial license is negotiated royalty rates can range from 2%
to
6%.  This would appear to give you a 94 to 98% net interest.
However,
we are not aware of any production contracts that are so
beneficial to
the grantee of the license.  Disclose whether at any time the
government has an option to participate or increase their net
interest
in the subject reserves.  Provide us a copy of this contract or
revise
your document to make any corrections necessary in this
disclosure. We
may have further comments.

8. Please revise your filing to give the results of the well work
you
disclose such as the re-entering well in the Akaaz, Emir and
Dolinnoe
fields and the two new wells drilled in the Dolinnoe field.

9. Tell us if you are the operator of all of your oil and gas
properties.

Title to Properties, page 39

10. You state that you believe you have satisfactory title to all
our
properties.  As we understand you have an interest in a license to
use
subsurface mineral resources and a hydrocarbon exploration
contract.
However, this does not imply you have title to or ownership in any
reserves but only a contractual right to explore and produce.
Please
clarify your document as necessary.

Results of Operations, page 42

	Costs and Operating Expense, page 44

11. You state that you incurred $206,929 in "selling expenses"
during
the fiscal year ended March 31, 2005 but these costs were not
included
as operating costs.  Please explain to us what this is.

Revenue and Production, page 46

12. As you produced 41,456 barrels of oil for the three months
ended
June 30, 2005 and derived revenues of $662,637 in the same period
it
would appear that your average oil price was $15.98 per barrel and
not
$17.98 as you disclose.  Also for the three months ended June 30,
2004
it appears the average oil price should be $10.43 per barrel.
Please
revise your document or explain to us why it is not necessary.

Notes to the Consolidated Financial Statements, page F-7

	Long Term Liabilities, page F-16

13. Tell us who PGS Reservoir Consultants are and the services
they
provide to you.

Supplementary Financial Information on Oil and Natural Gas
Exploration
Development and Production Activities (unaudited), page F-23

14. Tell us why if you had 41.7 BCF of proved developed gas
reserves,
you had no gas production during FY 2005.   Unless you can show
evidence of long term gas contracts or a robust spot market we do
not
believe the gas reserves can be classified as proved.  Tell us the
source of the $0.50 per Mcf gas price used by the consultant in
his
reserve report.

15. It appears from your oil production during FY 2005 it will
take
198 years to produce just your developed oil reserves and 33 years
to
produce the proved producing reserves assuming oil production does
not
change.  As all production will decline over time explain to us
how
this amount of developed reserves meets the requirements of
reasonable
certainty to be produced under Rule 4-10(a) of Regulation S-X.

16. There are several material differences between the
undiscounted
and discounted before and after tax cash flow numbers in the
reserve
report compared to the SMOG numbers in the filing.  Please
explain.

Reserve Report as of April 1, 2005

17. We note for the proved developed consolidation of the 5 wells
on
the ADE Block you have assumed production will increase from 874.4
barrels of oil per day to 1,887.5 barrels of oil per day.  Tell us
what the current production from these wells are and the basis of
assuming production from the existing wells will more than double
in
2006.

18. You have estimated each of these proved developed wells to
have
proved reserves of over 2.7 million barrels per well.  Tell us how
you
arrived at this estimate and why it meets the requirements of
reasonable certainty under Rule 4-10(a) of Regulation S-X.

19. We note that the decline rate of the Aksaz 1, 4 and the two
proved
undeveloped wells are estimated to be 2.0% per year.  Tell us how
you
arrived at this estimated decline rate.  We also note a very
modest
rise in the GOR over time for these wells.  Tell us how you
estimated
this.

20. Tell us the reason you make capital investments of $2 million
in
2005 and $3,500 million in 2006 for the proved developed reserves
in
the ADE Block.

21. You cannot reduce the fixed costs after five years based only
on
an assumption that operations will "reach stability" by then.   If
costs are fixed, then it can not be assumed that they will be
materially lower at some point in the future.  We are not clear on
how
fixed costs could change so dramatically but if these costs
actually
are materially reduced at sometime in the future, then at that
time
you may use lower costs in the reserve estimates.  Until then
please
revise your estimate based on current fixed costs being held
constant
as required by Rule 4-10(a) of Regulation S-X.

22. It is not appropriate to not attribute some general
administration
costs to the field operations.  Please revise your estimate to
incorporate these into your reserve estimate.

23. Provide us with the oil gravity and the reasons 80 and 160
acres
and 30% are reasonably certain for the drainage area and the
recovery
factor for these wells.  We do not feel that only anecdotal
evidence
about recovery efficiency is sufficient for proved reserves.  Tell
us
the reservoir drive mechanism you assumed and the bubble point
pressure of each of the reservoirs.  Tell us the reason for
assuming
the gas-oil ratio will remain relatively stable over the
productive
life of the reservoir.

24. Tell us if you have core data and what that information is.
Tell
us the permeability values for the reservoirs in each field.

25. Tell us if you limited proved reserves to lowest and highest
known
oil by well penetration.

26. Tell us the total life of the proved reserves for each
reservoir.

27. We note the Dolinnoe #1 well has declined at an approximate
rate
of 40% per year in 2004 and 2005.  Therefore, it appears that your
forecasted rates and decline rate cannot be supported.  Please
revise
the reserves based on the actual performance to date.

28. For the Emir proved undeveloped wells it is not appropriate to
assume productive rates 3 times higher than the rates actually
seen in
the Emir #1 well.  Please revise your estimates accordingly.

29. It is not clear to us why 2 offset PUD Emir wells will have
more
than 5 times the reserves of the proved developed well.  If this
is
due only to the initial higher production rates assigned to these
wells, then the reserves should be reduced as the rates are
reduced
based on the comment above.  If there are other reasons for these
higher reserves please indicate them to us or alternatively reduce
the
reserves.

30. Tell us if you attribute proved reserves to the Lower Triassic
interval in any of the three fields on the ADE Block.  If so, tell
us
which ones.   Tell us if the Lower Triassic has been production
flow
tested in any of the fields.  If so, tell us the fields it was
tested
in and the results.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      If you have any questions, please contact Carmen Moncada-
Terry
at (202) 551-3687 for legal issues or if you have petroleum
engineering questions please call James Murphy (202) - 551-3703 or
in
their absence, the undersigned, at (202) 551-3740.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	R. Poulton
      C. Moncada-Terry
??

??

??

??

Gateway Enterprises, Inc.
BMB Munai, Inc.
November 30, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      October 4, 2005

Mr. Anuar Kulmagambetov
Chief Financial Officer
BMB Munai Inc.
% Poulton & Yordan
324 South 400 West, Suite 250
Salt Lake City, Utah  84101

	Re:	BMB Munai Inc.
	Item 4.02 Form 8-K
      Filed October 3, 2005
	File No. 0-28638

Dear Mr. Kulmagambetov:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Your disclosure indicated you intend to file restated financial
statements concurrently.  Please tell us how, and when, you will
file
them.

2. Please tell us if your certifying officers have considered the
effect of the error on the adequacy of your disclosure controls
and
procedures as of the end of the period covered by your Forms 10-
KSB
and 10-QSB for the periods ended March 31, 2004 and December 31,
2004.  Additionally, tell us what effect the error had on your
current evaluation of disclosure controls and procedures as of
your
fiscal year ended March 31, 2005.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	 If you have any questions, please call Gary Newberry at
(202)
551-3761.

								Sincerely,

								April Sifford
								Branch Chief

cc: 	Mr. Richard T. Ludlow, Attorney at Law
??

??

??

??

Mr. Anuar Kulmagambetov
BMB Munai Inc.
October 4, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010
   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                        [Poulton & Yordan's Letterhead]

                                October 18, 2005

April Sifford
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549

         Re:    BMB Munai, Inc.
                File No.: 0-28638
                Staff Comment Letter dated October 4, 2005

Dear Ms. Sifford:

         At the request of the management of BMB Munai, Inc., (the "Company" or
"BMB Munai") I am responding to comments raised by the staff at the Securities
and Exchange Commission in your letter dated October 18, 2005. Following are the
responses to your comments.

1.       Your disclosure indicated you intend to file restated financial
statements concurrently. Please tell us how, and when, you will file them.

         The Company filed its amended annual report on Form 10-KSB for the year
ended March 31, 2004, and its amended quarterly reports on Form 10-QSB for the
quarters ended June 30, 2004, September 30, 2004 and December 31, 2004 with the
Commission via its Edgar system on October 5, 2005.

2.   Please tell us if your certifying officers have considered the effect of
the error on the adequacy of your disclosure controls and procedures as of the
end of the period covered by your Forms 10-KSB and 10-QSB for the periods ended
March 31, 2004 and December 31, 2004. Additionally, tell us what effect the
error had on your current evaluation of disclosure controls and procedures as of
your fiscal year ended March 31, 2005.

         As I discussed with Gary Newberry, in the amended Forms 10-KSB and
10-QSB, the Company addressed the fact that in light of its decision to restate
its financial statements, it had concluded that the disclosure controls and
procedures in place at the time the initial reports were filed were not
effective. The amended reports go on to explain that the Company has implemented
new policies requiring its 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 to prevent recurrence of future
errors of this nature and to strengthen the Company's internal control process.

<PAGE>
Ms. April Sifford
October 18, 2005
Page 2

         Also, as discussed with Mr. Newberry, the Company believes the new
disclosure and control policies it implemented in response to this matter were
effective at the time the Company filed its Annual Report on Form 10-KSB for the
year ended March 31, 2005, as evidenced by the fact that the Company's financial
statements included in that report correctly reflect the proper accounting
treatment for the obligation due to the Republic of Kazakhstan.

         Attached to this letter, please find a statement from the Company
acknowledging that:

         o        the Company is responsible for the adequacy and accuracy of
                  the disclosure in the filling;

         o        staff comments or changes to disclosure in response to staff
                  comments do not foreclose the Commission or any person under
                  the federal securities laws of the United States; and

         o        the Company may not assert staff comments as a defense in a
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

         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

<PAGE>

                            [BMB Munai's Letterhead]

                                October 18, 2005

April Sifford
Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549

         Re:    BMB Munai, Inc.
                File No.: 0-28638
                Staff Comment Letter dated October 4, 2005

Dear Ms. Sifford:

         In connection with the Company's responses to comments raised by the
staff at the Securities and Exchange Commission in your letter dated October 18,
2005, the Company acknowledges that:

         o        it is responsible for the adequacy and accuracy of the
                  disclosure in its filings;

         o        staff comments or changes to disclosure in response to staff
                  comments do not foreclose the Commission or any person under
                  the federal securities laws of the United States; and

         o        it may not assert staff comments as a defense in a proceeding
                  initiated by the Commission or any person under the federal
                  securities laws of the United States.

         If you have any questions or require additional information, please
contact me directly.

                                                            Sincerely,

                                                             /s/ Adam R. Cook

                                                            Adam R. Cook
                                                            Corporate Secretary
</TEXT>
</DOCUMENT>