FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tajibayev Nurlan
2. Issuer Name and Ticker or Trading Symbol

BEKEM METALS INC [ BKMM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

170 TCHAIKOVSKY STREET, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/20/2007
(Street)

ALMATY, 1P 050000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/20/2007     J    47929   A $0   (1) 191715   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  See Remarks

Remarks:
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tajibayev Nurlan
170 TCHAIKOVSKY STREET
4TH FLOOR
ALMATY, 1P 050000
X



Signatures
/s/ Nurlan Tajibayev 4/17/2008
** 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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Bekem Metals (CE) (USOTC:BKMM)
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