UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) September 1, 2004 Commission File Number 000-28638 BMB MUNAI, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 87-0250294 -------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 20A Kazibek Bi Street, Almaty, Kazakhstan ----------------------------------------- (Address of principal executive offices) 480100 ---------- (Zip Code) +7 (3272) 58-85-17/47 ------------------------------------------------ (Registrant's Executive Office Telephone Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 5.03 Amendments to articles of incorporation or bylaws; change in fiscal year In accordance with Article VIII, Section 1 of the Bylaws and Article Sixth of the Certificate of Incorporation, as amended, of BMB Munai, Inc., (the "Company") and Section 109 of the General Corporation Law of the State of Delaware, on September 1, 2004, the Board of Directors of BMB Munai, Inc., (the "Company") adopted new Bylaws. The previous Bylaws of the Company were adopted on February 15, 1994, and have not been amended or updated since that time. The primary purpose in adopting new Bylaws was to update the Company's Bylaws to more closely follow the General Corporation Law of the State of Delaware (the "GCL"). In particular the new Bylaws provide for the staggering of the terms of the Board of Directors in accordance with the GCL. The Bylaws also sets forth new provisions for the nominating of directors and procedures to ensure that shareholder proposals are properly addressed at the shareholder meetings. The amendments to the Bylaws of the Company did not materially modify the rights of the shareholders of the Company. Item 9.01 Exhibit and Financial Statements (a) Exhibits 3.01 Bylaw of BMB Munai, Inc. (As Amended through September 1, 2004.) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. BMB MUNAI, INC. Date: September 2, 2004 By: /s/ Alexandre Agaian ------------------------------ Alexandre Agaian, President Date: September 2, 2004 By: /s/ Gary Lerner ------------------------------ Gary Lerner, Secretary 2