SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Bekem Metals, Inc.
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(Name of Issuer)
Common Stock $.001 par value per share
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(Title of Class of Securities)
077264109
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(CUSIP Number)
Marat Cherdabayev, Trustee
Bekem Metals, Inc. Voting Trust Ronald Poulton, Esq.
dated April 14, 2006 Poulton & Yordan
170 Tchaikovsky Street, 4th Floor 324 South 400 West, Suite 250
Almaty, Kazakhstan 050000 Salt Lake City, Utah 84101
+7 (3272) 582 386 (801) 355-1341
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(Name, Address and Telephone Number of Person Authorized to Receive
Notes and Communications)
April 14, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 077264109 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bekem Metals, Inc. Voting Trust dated April 14, 2006
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 24,031,880 (See Item 5)
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,031,880 (See Item 5)
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12. CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
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14. TYPE OF REPORTING PERSON (See Instructions)
OO
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SCHEDULE 13D
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CUSIP No. 077264109 Page 3 of 5 Pages
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marat Cherdabayev
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Kazakhstan
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 24,031,880 (See Item 5)
OWNED BY ---------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,031,880 (See Item 5)
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12. CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 4 of 5 pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.001, ("Common
Stock") of Bekem Metals, Inc., (the "Issuer") which has its principal executive
offices at 170 Tchaikovsky Street, 4th Floor, Almaty, Kazakhstan 050000.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by the Bekem Metals, Inc., Voting
Trust dated April 14, 2006 ("Voting Trust") and Marat Cherdabayev, as Trustee of
the Voting Trust, collectively the ("Reporting Persons.")
The current business address of the Reporting Persons is 170
Tchaikovsky Street, 4th Floor, Almaty, Kazakhstan 050000.
The Voting Trust does not engage in any business activities. Mr.
Cherdabayev, the Trustee of the Voting Trust is the Chief Executive Officer and
a director of the Issuer.
The Voting Trust was organized under the laws of the State of Utah. Mr.
Cherdabayev is a citizen of the Republic of Kazakhstan.
During the past five years, the Reporting Persons have not (i) been
convicted in a criminal proceeding, or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The shares over which the Voting Trust holds voting control were placed
under a Voting Trust Agreement on April 14, 2006. The Voting Trust Agreement
transferred voting control over the shares to the Voting Trustee. A copy of the
Voting Trust Agreement is attached hereto as Exhibit 1. No funds were paid to
any of the parties entering the Voting Trust Agreement and pecuniary interest in
the shares held by the individual parties to Voting Trust Agreement did not pass
to the Voting Trust or the Voting Trustee.
ITEM 4. PURPOSE OF TRANSACTION
The stockholders that own the shares held in the Voting Trust placed
the shares under the Voting Trust Agreement in order to promote their mutual
interest and insure continuity and stability in the management and policies of
Bekem Metals, Inc.
Page 5 of 5 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Persons may be deemed to have sole voting control over
the 24,031,880 shares placed under the Voting Trust Agreement. The 24,031,880
shares represents 24% of the outstanding common stock of the Company. The power
to dispose of the shares did not pass to the Reporting Persons in connection
with the Voting Trust Agreement, rather, the dispositive power over the shares
was retained by the individual parties who placed their shares under the Voting
Trust Agreement.
During the past 60 days, the Reporting Persons have not made any
purchases of Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
For information regarding the rights of the Voting Trustee and the
parties to the Voting Trust, please see the Voting Trust Agreement dated April
14, 2006, attached hereto as Exhibit 1 to this Schedule 13D.
ITEM 7. EXHIBITS
Exhibit No. Exhibit
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1 Voting Trust Agreement dated April 14, 2006.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Bekem Metals Inc., Voting Trust
dated April 14, 2006
Date: April 24, 2006 /s/ Marat Cherdabayev
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Marat Cherdabayev, Voting Trustee
Date: April 24, 2006 /s/ Marat Cherdabayev
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Marat Cherdabayev
Exhibit 1
VOTING TRUST AGREEMENT
DATE: April 14, 2006
PARTIES: Jamestown Financial, Inc. (Shareholders)
EMRJD Creaciones de Puntarenas, S.A.
Inversiones Tentadoras Para Habitar, S.A.
Envases y Formas Naturales Para la Venta, S.A.
Brockley Properties Limited
Canby Trading Services Inc.
Hertel Group, S.A.
Marat Cherdabayev (Trustee)
RECITALS:
A. The Shareholders are the owners of the following numbers of shares
of the issued and outstanding common stock of Bekem Metals, Inc., a Utah
corporation (Corporation):
Jamestown Financial, Inc. 1,750,000 shares
EMRJD Creaciones de Puntarenas, S.A. 5,097,960 shares
Inversiones Tentadoras Para Habitar, S.A. 5,097,960 shares
Envases y Formas Naturales Para la Venta, S.A. 5,097,960 shares
Brockley Properties Limited 1,750,000 shares
Canby Trading Services, Inc. 2,088,000 shares
Hertel Group, S.A. 3,150,000 shares
B. In order to promote their mutual interests and insure continuity and
stability in the management and policies of the Corporation, the Shareholders
believe it advisable to deposit their shares of stock of the Corporation with
the Trustee for the purposes set forth in this agreement.
AGREEMENTS:
SECTION 1. TRANSFER OF STOCK
The Shareholders shall forthwith deposit with the Trustee all of the
shares of the common stock of the Corporation owned by each of the Shareholders.
Each certificate representing such shares shall be duly endorsed for transfer to
the Trustee on the books and records of the Corporation. The Trustee shall, in
turn, surrender the certificates to the Corporation for transfer into the name
of the Trustee. All shares so transferred shall be held by the Trustee subject
to the terms of this agreement.
SECTION 2. VOTING TRUST CERTIFICATES
2.1 Issuance of Certificates. The Trustee shall issue to the
Shareholders voting trust certificates for the shares of the Corporation
deposited with the Trustee substantially in the form of the attached Exhibit A.
All voting trust certificates issued under this agreement shall be subject to
all of the terms of this agreement.
2.2 Transfer. The voting trust certificates shall be transferable on
the books of the Trustee, by the registered owner thereof, either in person or
by attorney duly authorized, upon surrender thereof to the Trustee, and the
Trustee may treat the registered holder as owner thereof for all purposes
whatsoever.
2.3 Transferees and Assigns. The transferees and assigns of the
Shareholders shall, upon accepting the voting trust certificates issued
hereunder, become parties to and be bound by the provisions of this agreement
with the same effect as if they had signed the agreement.
2.4 Lost Certificates. If a voting trust certificate is lost, stolen,
mutilated, or destroyed, the Trustee, at the Trustee's discretion, may issue a
duplicate of such certificate upon receipt of all of the following:
(1) Evidence of loss or mutilation satisfactory to the Trustee.
(2) Indemnity satisfactory to the Trustee.
(3) The existing certificate, if mutilated.
(4) The Trustee's reasonable fees and expenses in connection with the
issuance of a new trust certificate.
SECTION 3. TERM
This agreement shall terminate on the date 10 years from the date set
forth above. However, the term of this agreement may be extended from time to
time by written agreement between the Trustee and the registered holders of all
of the voting trust certificates then issued under this agreement. Upon the
termination of this agreement, the Trustee shall surrender to the Corporation
all shares of stock of the Corporation held in the name of the Trustee with
instructions to reissue the same to the registered holders of the voting trust
certificates.
SECTION 4. RIGHTS OF TRUSTEE
The Trustee shall have the right to exercise in person, or by nominees
or proxies, all rights and powers of a shareholder of the Corporation with
respect to all stock deposited with the Trustee under this agreement. Such
rights and powers shall include, without limitation, the right to vote shares of
stock of the Corporation and to take part in or consent to any corporate or
shareholders' action of any kind whatsoever. The right to vote shall include the
right to vote for the election of directors, and in favor of or against any
resolution or proposed action of any character whatsoever.
SECTION 5. CORPORATE TRANSACTIONS
5.1 Dividends. The Trustee shall receive and hold, subject to the terms
of this agreement, all shares resulting from any stock dividend or stock split,
declared or issued by the Corporation, on the stock deposited with the Trustee
under this agreement and shall issue and deliver voting trust certificates to
the registered holders of the voting trust certificates representing those
shares. Any other dividends declared and paid on the stock deposited with the
Trustee under this agreement shall be forthwith paid over by the Trustee to the
registered holders of the voting trust certificates in accordance with the
number of shares represented by their respective voting trust certificates. In
lieu of receiving cash dividends and paying the same over to the registered
holders of voting trust certificates, the Trustee may instruct the Corporation
to pay such dividends directly to the registered holders of the voting trust
certificates.
5.2 Dissolution. In the event of the dissolution or total or partial
liquidation of the Corporation, the Trustee shall receive the monies,
securities, rights, or property to which the registered holders of the stock of
the Corporation deposited with the Trustee under this agreement are entitled and
shall distribute the same to the registered holders of the voting trust
certificates in accordance with the number of shares represented by their
respective voting trust certificates.
5.3 Reorganization. If the Corporation is merged into or consolidated
with another corporation, or if all or substantially all of the assets of the
Corporation are transferred to another corporation, then in connection with such
transfer the term "Corporation" for all purposes of this agreement shall be
taken to include the successor corporation, and the Trustee shall receive and
hold under this agreement any stock of the successor corporation received on
account of stock of the Corporation held by the Trustee under this agreement
prior to such merger, consolidation, or transfer.
SECTION 6. RESIGNATION AND SUCCESSION
6.1 Resignation of Trustee. The Trustee and any successor Trustee may
resign at any time by giving written notice of resignation to the registered
holders of the voting trust certificates and to the Corporation.
6.2 Successor Trustees. If the Trustee should resign, die, or fail to
act as Trustee, the registered holders of the voting trust certificates then
outstanding shall forthwith designate a successor Trustee. If the registered
holders of the voting trust certificates are unable to agree on a successor
Trustee, the successor Trustee shall be selected by the registered holders of a
majority of the voting trust certificates then outstanding.
SECTION 7. COMPENSATION AND REIMBURSEMENT OF TRUSTEE
7.1 Compensation. The Trustee shall serve without compensation.
However, nothing shall disqualify the Trustee from receiving compensation for
services rendered to the Corporation.
7.2 Reimbursement. The Trustee is authorized to incur or pay reasonable
expenses in connection with the administration of this voting trust, including
engaging such professional services and counsel as the Trustee may deem
advisable, and the registered holders of the voting trust certificates shall
reimburse the Trustee for all such expenses.
SECTION 8. LIABILITY OF TRUSTEE
Neither the Trustee nor any successor Trustee shall be liable for any
matter related to this agreement or the performance of rights and duties
hereunder, except for such loss or damage as the Shareholders or the registered
holders of voting trust certificates may suffer by reason of the intentional
misconduct or gross negligence of the Trustee or successors of the Trustee. No
Trustee shall be required to give bond or other security for the performance of
the duties of the Trustee under this agreement.
SECTION 9. INSPECTION OF AGREEMENT
A copy of this agreement shall be filed in the principal office of the
Corporation and shall be open to inspection at any time during regular business
hours by any holder of shares of stock of the Corporation or of voting trust
certificates issued under this agreement.
SECTION 10. MISCELLANEOUS PROVISIONS
10.1 Binding Effect. The provisions of this agreement shall be binding
upon and inure to the benefit of the heirs, personal representatives,
successors, and assigns of the parties.
10.2 Notice. Any notice or other communication required or permitted to
be given under this agreement shall be in writing and shall be mailed by
certified mail, return receipt requested, postage prepaid, addressed to the
parties at the following addresses:
Jamestown Financial, Inc. Attn: Robert Halvorsen Sorensen
62 North 400 East, #22
Provo, Utah 84606
U.S.A.
EMRJD Creaciones de Puntarenas, S.A. Attn: Arcelio Hernandez Mussio
Jaco Centro, Garabito
bajos de la Fiscalia de Garabito
Puntarenas, Costa Rica
Inversiones Tentadaros Para Habitar, S.A. Attn: Acrelio Hernandez Mussio
Desamparados, Calle Fallas
De Tala Bar,
25 Norte Casa de alto a mano derecha
San Jose, Costa Rica
Envases y Formas Naturales Attn: Arecelio Hernandez Mussio
Para la Venta, S.A. Barrio Santa Marta, de bomba Unica Tica
200 Oeste y 25 Sur
Calle Fallas, Desamparados
San Jose, Costa Rica
Brockley Properties Limited Attn: Jennifer Preece
2225 Rogene Drive, #201
Baltimore, Maryland 21209
U.S.A.
Canby Trading Services, Inc. Attn: Allison Kilbourn
4254 West Wold Circle
Park City, Utah 84098
U.S.A.
Hertel Group, S.A. Attn: Richard Holzapfel
1789 North 1950 West
Provo, Utah 84604
U.S.A.
All notices and other communications shall be deemed to be given at the
expiration of three days after the date of mailing. The address of a party to
which notices or other communications shall be mailed may be changed from time
to time by giving written notice to the other parties.
10.3 Litigation Expense. In the event of a default under this
agreement, the defaulting party shall reimburse the nondefaulting party or
parties for all costs and expenses reasonably incurred by the nondefaulting
party or parties in connection with the default, including without limitation
attorney's fees. Additionally, in the event a suit or action is filed to enforce
this agreement or with respect to this agreement, the prevailing party or
parties shall be reimbursed by the other party for all costs and expenses
incurred in connection with the suit or action, including without limitation
reasonable attorney's fees at the trial level and on appeal.
10.4 Waiver. No waiver of any provision of this agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
10.5 Applicable Law. This agreement shall be governed by and shall be
construed in accordance with the laws of the state of Utah without giving effect
to its conflicts of laws provisions.
Shareholders:
Jamestown Financial, Inc. EMRJD Creaciones de Puntarenas, S.A.
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Robert Halvorsen Sorensen, Director Arcelio Hernandez Mussio, Director
Inversiones Tentadoras Para Habitar, Envases y Formas Naturales Para la
S.A. Venta, S.A.
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Arcelio Hernandez Mussio, Director Arcelio Hernandez Mussio, Director
Brockley Properties Limited Canby Trading Services Inc.
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Jennifer Preece, Director Allison Kilbourn, Director
Hertel Group, S.A.
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Richard Holzapfel, Director
Trustee:
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Marat Cherdabayev
VOTING TRUST CERTIFICATE
Certificate Number ______ ______ Shares
[NAME OF CORPORATION],
a[n] ______ [state of incorporation] corporation
This certifies that ______ is entitled to all the benefits arising from
the deposit of ______ shares of the common stock of [Name of Corporation], a[n]
______ [state of incorporation] corporation (Corporation), with the undersigned
as Trustee under a Voting Trust Agreement dated ______, 200_. A copy of the
Voting Trust Agreement is on file at the principal office of the Corporation at
[address].
This certificate is issued, received, and held under the terms and
provisions of the Voting Trust Agreement, and the rights of the holder of this
certificate are subject to those terms and provisions. The Voting Trust
Agreement provides, among other things, that during the term of the Voting Trust
Agreement, the Trustee shall possess and shall be entitled to exercise all
voting rights with respect to the shares of the common stock of Corporation
represented by this certificate.
The term of the Voting Trust Agreement expires ______, 200_, but is
subject to extension by the Trustee and the registered holders of all voting
trust certificates. Upon expiration of the term of the Voting Trust Agreement,
the Trustee shall surrender to the Corporation all shares of stock of the
Corporation held in the name of the Trustee with instructions to reissue the
same to the registered holders of the voting trust certificates.
This certificate is transferable on the books of the Trustee by the
registered holder, either in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. Until this certificate is
transferred on the books of the Trustee, the Trustee may consider the registered
holder as the absolute owner of this certificate.
DATED: ______ __________________________
[Signature of Trustee]
[Insert the following on the reverse side of the certificate.]
For value received, ______ hereby sells, assigns, and transfers unto
______ this Voting Trust Certificate, and all rights and benefits represented by
this Voting Trust Certificate, and does hereby irrevocably constitute and
appoint ______ as attorney to transfer such shares on the books of the voting
trustee with full power of substitution in the premises.
DATED: ______ ___________________________