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) March 8, 2005
Commission File Number 000-28638
BMB MUNAI, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 30-0233726
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
20A Kazibek Bi Street, Almaty, Kazakhstan
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(Address of principal executive offices)
480100
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(Zip Code)
+7 (3272) 58-85-17/47
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(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 3.02 Unregistered Sales of Equity Securities
The Company has made the following sales of its unregistered common
stock for cash:
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Date of Sale Number of Shares Price per Share Exemption Relied Upon
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March 8, 2005 2,000,000 $5.00 Regulation S
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Total proceeds from this sale are $10,000,000. From the total proceeds,
expenses of $17,500 were deducted. None of these expenses were paid directly or
indirectly to any officer, director or greater than 10% shareholder of the
Company.
As set forth above, the shares were issued without registration in
reliance upon the exemption from registration provided by Regulation S of the
rules and regulations promulgated by the Securities and Exchange Commission
under the Securities Act of 1933. The offer and the sale of these shares was
made to non U.S. persons in offshore transactions. No directed selling efforts
were made in the United States by the Company or any person acting on its
behalf. The shares sold are subject to the offering restrictions set forth in
Rule 903(b)(3), including a one-year distribution compliance period.
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: March 11, 2005 By: /s/ Alexandre Agaian
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Alexandre Agaian, President
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