SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Abuov Mirbulat (Last) (First) (Middle) 60 AZERBAYEV STREET, OFFICE 1 (Street) ALMATY 050099 1P (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2005	3. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	16,754,408	I	Through two corporations wholly-owned by Trust(1)
Common Stock	16,754,408	I	Through two wholly-owned corporations(2)
Common Stock	15,504,408	D(3)

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

1. Name and Address of Reporting Person* Abuov Mirbulat (Last) (First) (Middle) 60 AZERBAYEV STREET, OFFICE 1 (Street) ALMATY 050099 1P (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* White Hill Trust (Last) (First) (Middle) C/O BRILLIANCE INVESTMENTS LTD STOCKERSTRASSE 44, P.O. BOX 1078 (Street) ZURICH 8039 V8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Central Asian Metals, Inc. (Last) (First) (Middle) C/O BRUN, VIA ARIOSTO 6, 3RD FLOOR PO BOX 5251 (Street) CH-6901 LUGANO V8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Mirbulat Abuov is the Settlor of the White Hill Trust, and is the beneficial owner of a total of 16,754,408 shares of Bekem Metals, Inc. held by two companies wholly-owned by the White Hill Trust.

2. The White Hill Trust, as the sole shareholder in Central Asian Metals, Inc., is the beneficial owner of 15,504,408 shares of Bekem Metals, Inc. currently held by Central Asian Metals, Inc. The White Hill Trust is also the sole owner of Munivac Global Ventures Inc, a British Virgin Islands corporation, which owns 1,250,000 shares of Bekem Metals, Inc., and the White Hill Trust is thus the beneficial owner of a total of 16,754,408 shares of Bekem Metals, Inc.

3. Central Asian Metals, Inc. is the direct owner of 15,504,408 shares of Bekem Metals, Inc.

	/s/ Mirbulat Abuov	11/07/2005
	/s/ Peter Gross and Kim Fessler, Directors, Brilliance Investments Ltd, for the White Hill Trust	11/07/2005
	/s/ Peter Gross, Director, Lakeside Management Ltd, for Central Asian Metals, Inc.	11/07/2005
	** Signature of Reporting Person	Date
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