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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Abuov Mirbulat 2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2005 3. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [BKMM] (Last) (First) (Middle) 60 AZERBAYEV STREET, OFFICE 1,  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 Original Filed(Month/Day/Year) (Street) ALMATY 050099, 1P  6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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 16,754,408 I Through two corporations wholly-owned by Trust (1) Common Stock 16,754,408 I Through two wholly-owned corporations (2) Common Stock 15,504,408 D (3) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Abuov Mirbulat 60 AZERBAYEV STREET, OFFICE 1 ALMATY 050099, 1PÂ	Â	  X	Â	Â
White Hill Trust C/O BRILLIANCE INVESTMENTS LTD STOCKERSTRASSE 44, P.O. BOX 1078 ZURICH 8039, V8Â	Â	  X	Â	Â
Central Asian Metals, Inc. C/O BRUN, VIA ARIOSTO 6, 3RD FLOOR PO BOX 5251 CH-6901 LUGANO, V8Â	Â	  X	Â	Â

Signatures

/s/ Mirbulat Abuov		11/07/2005
**Signature of Reporting Person		Date
/s/ Peter Gross and Kim Fessler, Directors, Brilliance Investments Ltd, for the White Hill Trust		11/07/2005
**Signature of Reporting Person		Date
/s/ Peter Gross, Director, Lakeside Management Ltd, for Central Asian Metals, Inc.		11/07/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mirbulat Abuov is the Settlor of the White Hill Trust, and is the beneficial owner of a total of 16,754,408 shares of Bekem Metals, Inc. held by two companies wholly-owned by the White Hill Trust.
(2)	The White Hill Trust, as the sole shareholder in Central Asian Metals, Inc., is the beneficial owner of 15,504,408 shares of Bekem Metals, Inc. currently held by Central Asian Metals, Inc. The White Hill Trust is also the sole owner of Munivac Global Ventures Inc, a British Virgin Islands corporation, which owns 1,250,000 shares of Bekem Metals, Inc., and the White Hill Trust is thus the beneficial owner of a total of 16,754,408 shares of Bekem Metals, Inc.
(3)	Central Asian Metals, Inc. is the direct owner of 15,504,408 shares of Bekem Metals, Inc.

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