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* Tajibayev Nurlan (Last) (First) (Middle) 170 TCHAIKOVSKY STREET 4TH FLOOR (Street) ALMATY 1P 050000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2006	3. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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	191,715(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. 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.

	/s/ Nurlan Tajibayev	04/17/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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