SEC FORM 3

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^*

Bekem Metals Inc., Voting Trust dated April 14, 2006

(Last)

(First)

(Middle)

170 TCHAIKOVSKY STREET, 4TH FLOOR

(Street)

ALMATY

050000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2006

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)

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	24,031,880	I	By Voting Trust⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. This Form 3 is filed by the Bekem Metals, Inc., Voting Trust dated April 14, 2006. On April 14, 2006, certain shareholders of Bekem Metals, Inc. entered into the Bekem Metals, Inc., Voting Trust Agreement dated as of that date and agreed to deposit their shares into the Bekem Metals, Inc. Voting Trust. Mr. Marat Cherdabayev, the CEO and a director of Bekem Metals, Inc. was appointed Trustee of the Voting Trust. As the Trustee, Mr. Cherdabayev may be deemed to have voting control over the shares held in the Voting Trust. Mr. Cherdabayev disclaims beneficial ownership of such securities except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that Mr. Cherdabayev is the beneficial owner of the reported shares for purpose of Section 16 or any other purposes.

	/s/ Marat Cherdabayev, Trustee on behalf of the Bekem Metals, Inc., Voting Trust dated April 14, 2006	04/26/2006
	** 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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