Bekem Metals Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Bitenov Zhassulan	2. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) 170 TCHAIKOVSKY STREET, 4TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/25/2008
(Street) ALMATY, 1P 050000 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Comon Stock	3/25/2008		A		383429	A	$0 ⁽¹⁾	383429 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	See Remarks

Remarks:
(1) On March 25, 2008, the board of directors of the Issuer awarded a restricted stock grants in the amount of 383,429 to Mr.
Bitenov. This award vests over three years and is contingent on the Issuer timely filing its reports with the U.S. Securities
and Exchange Commission ("SEC") during each year. The first quarter of the award (95,857 shares) will vest on January 3,
2009. An additional 95,857 shares will vest on January 3, 2010. The final 191,715 shares will vest on January 3, 2011,
provided that in addition to satisfying the timely filing requirement, the Issuer must have also commenced commercial
operations by January 3, 2011. Mr. Bitenov has the right to vote, receive dividends and enjoys all other rights of
ownership over the entire 383,429 shares included in the restricted stock grant. He does not, however, have the right to
dispose of, encumber or otherwise directly or indirectly profit or share in any profit derived from a transaction in any
shares that have not vested, nor will he have the right to do so until he has satisfied the applicable vesting requirements
associated with those shares. Mr. Bitenov's restricted stock award will only vest if he is employed with the Issuer on the
applicable vesting dates. Any unvested shares at the time his employment with the Issuer ceases, for any reason, shall be
forfeited back to the Issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bitenov Zhassulan 170 TCHAIKOVSKY STREET 4TH FLOOR ALMATY, 1P 050000			Chief Financial Officer

Signatures
/s/ Zhassulan Bitenov		4/17/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.