Washington, D.C. 20549

                                    Form 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported) October 24, 2005

                        Commission File Number 000-50218

                               BEKEM METALS, INC.
             (Exact Name of Registrant as Specified in its Charter)

              UTAH                                    87-0669131
  -------------------------------            -------------------------------
  (State or other jurisdiction of            (I.R.S. Employer Identification
   incorporation or organization)                        Number)

                 875 Donner Way, Unit 705, Salt Lake City, Utah
                    (Address of principal executive offices)

                                   (Zip Code)

                                 (801) 582-1881
                (Registrant's Executive Office Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

         [ ] Written communications pursuant to Rule 425 under the Securities

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act

         [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act

Item 1.01 Entry into a Material Definitive Agreement

         In connection with the Company's goal to become a leading producer of
nickel and cobalt in Kazakhstan, on October 24, 2005, Bekem Metals, Inc., (the
"Company") entered into an Acquisition Agreement with Kazakh Metals, Inc., a
British Virgin Islands, international business company, ("KMI"), formed in April
2005, and the fifteen shareholders of KMI to acquire 100% of the 50,000 issued
and outstanding common shares of KMI in exchange for 61,200,000 common shares of
the Company. The primary asset of KMI is its wholly owned subsidiary Kyzyl Kain
Mamyt LLP, a Kazakhstan limited liability partnership, ("KKM"), formed in July
1999. KKM holds licenses to explore for and is engaged in the production of
nickel, cobalt and Mamyt brown coal in northwestern Kazakhstan.

         This Agreement will not result in a change in control of the Company.
Prior to the transaction, the largest shareholder of the Company, Brisa Equities
Corporation, owned 21,000,000 common shares or 54% of the outstanding common
shares of the Company. Mr. Hsuih Chi Hun maintains voting and investment control
over the shares held by Brisa Equities. Mr. Hsuih Chi Hun also maintains voting
and investment control over six entities that received an aggregate of
30,600,000 common shares in connection with this transaction. Following the
transaction, entities over which Mr. Hsuih Chi Hun maintains voting and
investment control hold 51,600,000 common shares, which represents 51.5% of the
100,088,888 outstanding common shares of the Company.

         The following table sets forth as of October 25, 2005, the name and the
number of shares of the Company's common stock, par value of $0.001 per share,
held of record or beneficially by each person who held of record, or was known
by the Company to own beneficially, more than 5% of the 100,088,888 issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

         The term "beneficial owner" refers to both voting and investment
control over the shares of the Company. Since these rights may be held or shared
by more than one person, each person who has a beneficial ownership interest in
shares is deemed to be the beneficial owners of the same shares because there is
shared power of voting and investment.

Type of                                          Amount & Nature of       % of
Security Name                                   Beneficial Ownership     Class 
-------------                                   --------------------     ----- 

Common   Hsuih Chi Hun(1)                             51,600,000          51.5%

Common   Brisa Equities Corporation(1)                21,000,000          21.0%

Common   Central Asian Metals, Inc.(2)                15,504,408          15.5%

Common   Landsgate Marketing Limited(1)                5,110,200           5.1%


Common   Comodidad y Fantasia en Tierra, S.A.(1)       5,097,960           5.1%

Common   Las Tierras del Deleite, S.A.(1)              5,097,960           5.1%

Common   Inversiones Tentadoras para                   5,097,960           5.1%
         Habitar, S. A.(1) 

Common   Envases y Formas para la Venta, S .A.(1)      5,097,960           5.1%

Common   EMJRD Creaciones de Puntarenas, S.A.(1)       5,097,960           5.1%

Common   Marat Cherdabayev(3)                                 -0-           *

Common   James Gunnell(3)                                    250            *

Common   Dossan Kassymkhanuly(3)                              -0-           *   
All officers and directors as a group (3 persons)            250            *
                  TOTAL                               67,104,658         67.0%

         (1) Mr. Hsuih Chi Hun owns no shares in his own name. However, he
maintains voting and investment control over the shares held of record by Brisa
Equities, Inc., Landsgate Marketing Limited, Comodidad y Fantasia en Tierra,
S.A., Las Tierras del Deleite, S.A., Inversiones Tentadoras para Habitar, S.A.,
Envases y Formas para la Venta, S.A. and EMJRD Creasiones de Puntarenas, S.A.,
and therefore may be deemed to be the beneficial owner of the shares held by
these entities.

         (2) Brilliance Investments Ltd., as trustee, maintain the voting and
investment control over the shares held of record by Central Asian Metals, Inc.,
and therefore, may be deemed to be the beneficial owner of the shares held by
that entity.

         (3) Mr. Cherdabayev and Mr. Gunnell are the executive officers of the
Company. Mr. Cherdabayev, Mr. Gunnell and Mr. Kassymkhanuly are directors of the

         A copy of the agreement is attached to this Form 8-K as Exhibit 10.1
and is incorporated herein by reference.

Item 2.01 Completion of Acquisition of Assets

         As discussed above, on October 24, 2005, the Company acquired 100% of
the outstanding common stock of KMI in exchange for 61,200,000 shares of Company
common stock. The primary asset of KMI is its wholly owned, operating
subsidiary, KKM, which holds exploration and production licenses from the


Government of Kazakhstan to a 1,637 square kilometer territory (404,682 acres),
in northwestern Kazakhstan. The licenses grant KKM the right to explore for and
produce nickel and cobalt from deposits located within the territory through
October 12, 2011, which may be extended upon agreement between KKM and the
Geology and Minerals Resources Committee of Ministry of Energy and Minerals
Resources (MEMR) of the Republic of Kazakhstan. KKM also holds a license to
explore for and produce Mamyt brown coal from a deposit located within 40
kilometers of its cobalt and nickel deposit. This license expires on December
11, 2018 with further possible extensions.

         The primary deposit located within the licensed territory is the
Kempirsai deposit. This deposit was discovered in 1938 and was assigned to the
YuzhUralNickel processing plant in Soviet times. Ore from this deposit was
shipped to plants in Orsk, Ufalei and Rezh, Russia, where it was processed using
pyrometallurgical technology for the extraction of nickel and cobalt. The
Kempirsai deposit remained the property of YuzhUralNickel after the break up of
the Soviet Union until 1996, when a joint venture between YuzhUralNickel and the
Kazakhstan State Property Committee was formed. The joint venture was
unsuccessful and in 1999 the licenses were acquired by KKM.

         The Kempirsai deposit is located close to the small town Badamsha,
Kazakhstan about 130 kilometers from Aktobe, Kazakhstan and is accessible by
freeway. Badamsha population is around 6,000. The deposit is also accessible
through a rail system that connects to main line railroads in Kazakhstan and
Russia. The deposit is also connected to power transmission lines which run
adjacent to the property. KKM also owns rail cars, hauling vehicles, heavy
machinery, buildings and other assets consistent with an operating mineral

         During 2004, KKM sold approximately 62,000 tons of ore and realized
revenue of approximately $280,000.

         The ore reserves of the Kempirsai deposit were evaluated during the
Soviet period. KKM does not have a current ore reserve report. The Company
intends to perform a reserve estimate of the deposit as soon as practicable.

         In determining the acquisition price, the parties relied upon a
valuation report prepared in the spring of 2005 by Bureau of Valuation and
Technical Certification, LLP, a private Kazakhstan company licensed in the
Republic of Kazakhstan to appraise assets. Bureau of Valuation specializes in
valuing mineral properties. Bureau of Valuation appraised KKM's value at KZT
$9,273,514,000, approximately USD $69,000,000. This valuation of KKM has not yet
been subject to the audit procedures of the Company's independent registered
public accounting firm.

Item 3.02 Unregistered Sales of Equity Securities

         As disclosed herein, in connection with the completion of the
Acquisition Agreement, the Company issued 61,200,000 restricted common shares to


the fifteen record shareholders of KMI. The Company received no proceeds and it
paid no commissions or fees to any party in connection with this transaction.

         The shares were issued without registration under the Securities Act of
1933 in reliance upon the exemption from registration provided by Regulation S
of the SEC Rules. All offers and sales were made to non U.S. persons in an
offshore transaction. No directed selling efforts were made within the United
States by the Company or any person acting on its behalf. The shares received by
the KMI shareholders are subject to the offering restrictions set forth in Rule
903(b)(3), including a one-year distribution compliance period.

Item 7.01 Regulation FD

         On October 28, 2005, the Company issued a press release announcing the
acquisition of KMI, as disclosed herein. A copy of the press release is
furnished as Exhibit 99.01 to this report and incorporated herein by this

Item 9.01 Financial Statements and Exhibits

         (a) - (b) Financial Statements and Pro Forma Financial Information. The
         requisite financial information will be filed under cover of Form 8-K/A
         as soon as practicable, and in any event not later than 75 days from
         the date the acquisition was completed.

         (c) Exhibits. The following exhibits are included as part of this

                  10.1     Acquisition Agreement of Reorganization Among Bekem
                           Metals, Inc., and Kazakh Metals, Inc., and the
                           Shareholders of Kazakh Metals, Inc., dated October
                           24, 2005.

                  99.1     Press Release of Bekem Metals, Inc., dated October
                           28, 2005.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.

                                                BEKEM METALS, INC.

Date: October 28, 2005                          By: /s/ Marat Cherdabayev
                                                   Marat Cherdabayev, President