Bekem Metals Inc - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Tajibayev Nurlan

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/20/2006

3. Issuer Name and Ticker or Trading Symbol

BEKEM METALS INC [BKMM]

(Last) (First) (Middle)

170 TCHAIKOVSKY STREET, 4TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

ALMATY, 1P 050000

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	191715 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	See Remarks

Remarks:
Mr. Tajibayev became a member of the board of directors of the Issuer on October 20, 2006.

(1) On October 20, 2006, the board of directors of the Issuer awarded a restricted stock grant in the amount of 191,715 to
Mr. Tajibayev. This award vests over three years and is contingent on his performance as a Vice President of the Issuer. The
first quarter of the award (47,929 shares) vested on October 20, 2007. An additional 47,929 shares will vest on October 20,
2008 provided the Issuer has commenced construction of a nickel and cobalt ore processing by that date. The final 95,857
shares will vest on October 20, 2009 provided the Issuer has commenced commercial operations by that date. Mr. Tajibayev
has the right to vote, receive dividends and enjoys all other rights of ownership over the entire 191,715 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 the 143,786 shares that have not yet vested, nor will
he have the right to do so until he has satisfied the applicable vesting requirements associated with those shares. The
balance of the restricted stock award will only vest to Mr. Tajibayev if he is employed with the Issuer on the applicable
vesting date. 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
Tajibayev Nurlan 170 TCHAIKOVSKY STREET 4TH FLOOR ALMATY, 1P 050000	X

Signatures
/s/ Nurlan Tajibayev		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 5(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.
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