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* Kudabayev Yermek (Last) (First) (Middle) 170 TCHAIKOVSKY STREET 4TH FLOOR (Street) ALMATY 1P 050000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/03/2006	3. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	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	383,429(1)	D

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

Explanation of Responses:

1. On October 20, 2006, our board of directors awarded a restricted stock grant in the amount of 383,429 to Mr. Kudabayev. The award to Mr. Kudabayev is contingent upon his future performance in his role as Chief Financial Officer of the Company. Specifically, Mr. Kudabayev's shares will vest as follows: one-fourth (95,857 shares) in April 2007 and one-fourth (95,857 shares) in April 2008. The final one-half (191,715 shares) will vest in April 2009. Vesting during each year is contingent upon the Company timely filing its reports with the Securities and Exchange Commission each year. Moreover, vesting in the third year is also contingent upon the Company having commenced commercial operations.

Remarks:

(continued F1) Mr. Kudabayev has the right to vote the shares, receive dividends and enjoys all other rights of ownership over the entire grant amount, except for the right to dispose of, encumber or otherwise directly or indirectly profit or share in any profit derived from a transaction in the shares prior to satisfying the applicable vesting requirements. This restricted stock award will only vest to Mr. Kudabayev if he is employed by the Company on the applicable vesting date. Any unvested shares at the time his employment with the Company ceases, for any reason, shall be forfeited back to the Company.

	/s/ Yermek Kudabayev	03/30/2007
	** Signature of Reporting Person	Date
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