SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Abuov Mirbulat (Last) (First) (Middle) 60 AZERBAYEV STREET OFFICE 1 (Street) ALMATY 1P 050099 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [ BKMM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/08/2005	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2006		S		1,000,000	D	$1.2	15,754,408	I(1)(2)	See Footnotes(1)(2)
Common Stock	04/07/2008		P		833,333	A	$1	16,587,741	I(1)(3)	See Footnotes(1)(3)
Common Stock	06/01/2009		P		4,896,000	A	$0.02	21,483,741	I(1)(4)	See Footnotes(1)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	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 1P 050099 (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 1502 (Street) ZURICH V8 8027 (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 P.O. BOX 5251 (Street) LUGANO V8 CH-6901 (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. This Form 4 is jointly filed by Mirbulat Abuov, the White Hill Trust and Central Asian Metals, Inc. The White Hill Trust is the sole shareholder of Central Asian Metals, Inc. ("CAM") and Mr. Abuov is the Settlor of the White Hall Trust. The White Hill Trust is also the sole owner of Munivac Global Ventures Inc., a British Virgin Islands corporation ("Munivac"), which owns shares of Bekem Metals, Inc. (the "Issuer").

2. Munivac sold 1,000,000 shares of Issuer common stock (the "Common Stock") for $1.20 per share on July 28, 2006 and after the sale, Munivac directly owned a total of 250,000 shares of Common Stock and the Reporting Persons beneficially owned an aggregate of 15,754,408 shares of Common Stock.

3. Munivac purchased 833,333 shares of Common Stock for $1.00 per share and after the purchase Munivac directly owned a total of 1,083,333 shares of Common Stock and the Reporting Persons beneficially owned an aggregate of 16,587,741 shares of Common Stock.

4. CAM purchased 4,896,000 shares of Common Stock for $.02 per share and after the purchase CAM directly owned a total of 20,400,408 shares of Common Stock the Reporting Persons owned an aggregate of 21,483,741.

	/s/ Mirulbat Abuov	06/03/2009
	Central Asian Metals, Inc., By: Lakeside Management Ltd., By: /s/ Nicole Huber, Director, Lakeside Management Ltd., By: /s/ Roelant Siemer, Director, Lakeside Management Ltd.	06/03/2009
	The White Hill Trust, By: Brilliance Investments Ltd. As Trustee of the White Hill Trust, By: /s/ Nicole Huber, Director, Brilliance Investments Ltd	06/03/2009
	By: /s/ Kim Fessler, Director, Brilliance Investments Ltd	06/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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