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) May 10, 2006

                        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)

              170 Tchaikovsky Street, 4th Floor, Almaty, Kazakhstan
                    (Address of principal executive offices)

                                   (Zip Code)

                                 +7 3272 582 386
                (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 5.02 Departure of Appointment of Directors

         On May 10, 2006 Mr. James Gunnell tendered his resignation from the
board ofdirectors of Bekem Metals, Inc. (the "Company"). Mr. Gunnell's
resignation was not the result of any disagreement with the Company on any
matter relating to our operations, policies or practices.

         In accordance with Section 16-10a-810 of the Utah Revised Business
Corporation Act and the Bylaws of the Company, on May 10, 2006, the board of
directors appointed Mr. Valery Tolkachev to fill the vacancy on the Company's
board of directors created by the resignation of Mr. Gunnell. At the same time,
the board of directors appointed Mr. James Kohler and Mr. Timothy Adair to fill
two vacancies on the board of directors. These vacancies were created by a vote
of the Company's stockholders at the 2005 Annual Meeting of Stockholders held on
August 23, 2005. At the Annual Meeting, our stockholders voted to approve an
increase in the number of directors of the Company from three to five and
authorized the board of directors to appoint individuals to fill these

         Following are brief descriptions of the background and business
experience of Mr. Tolkachev, Mr. Kohler and Mr. Adair:

         Valery Tolkachev. Since 1999 Mr. Tolkachev has been employed with Aton
Investment Company in Moscow, Russia. He is currently serving as a Managing
Director of Capital Markets for Aton. From 1991 to 1999, Mr. Tolkachev served in
various positions including, broker, analyst, manager and V.P. of Equities
Department at MDM Bank, InkomBank, InkomCapital, Tveruniversalbank and TIRAbrok
Company. Mr. Tolkachev graduated with Honors from the High Military School in
Kiev, USSR in 1989. In June 2005 Mr. Tolkachev graduated from the Academy of
National Economy, Moscow Law faculty and has applied for admission to practice
law in Russia. Mr. Tolkachev serves as a director of Caspian Services, Inc., and
BMB Munai, Inc. both of which are SEC reporting companies. Mr. Tolkachev is 38
years old.

         James F. Kohler. Mr. Kohler received a B.S. in geology in 1970 and an
M.S. in geology in 1980 from Utah State University. From 2001 to the present he
has been employed as the Branch Chief of Solid Minerals with the U.S. Bureau of
Land Management in Salt Lake City, Utah, where he oversees all mining activity
on public lands within the State of Utah. He began working at the U.S Bureau of
Land Management in 1988 as a Senior Geologist, providing geologic support for
all federal solid mineral leasing actions to establish a basis for economic
evaluation of leasing tracts. From 1987-1988 Mr. Kohler served as Senior
Geologist with the Utah Office of High Level Nuclear Waste in Salt Lake City,
Utah, where he provided oversight for high-level nuclear waste repository
characterization in Nevada, Texas, and Washington. From 1981-1986 he was the
senior geologist and Manager of coal development and mining geology for Anaconda
Minerals/ARCO Coal Company in Denver, Colorado supervising geologic support for
operating coal mines and acquisitions in the U.S., Indonesia and China. From
1977 to 1981 Mr. Kohler was a Supervisory Geologist with the U.S. Geological
Survey in Salt Lake City, Utah. In 2000 Mr. Kohler was awarded the Utah
Governor's Medal for Science and Technology. Mr. Kohler is not a director of any
other SEC reporting company. Mr . Kohler is 59 years old.


         Timothy Adair. Mr. Adair received a Masters in Business Administration
(MBA) from Brigham Young University, located in Provo, Utah, in 1990. Mr. Adair
also received a Bachelors of Science from the same University in Mechanical
Engineering with a minor in Mathematics in 1988. Since 2005, Mr. Adair has been
principally engaged as the Owner/President of Cube Office Designs located in
Salt Lake City, Utah where he has successfully transferred company ownership and
management. Cube Office Designs currently employs 22 persons and has annual
revenue of approximately $1.5 million USD. Prior to purchasing Cube Office
Designs, from 1989 through 2004 Mr. Adair was principally engaged as the Human
Resources Productivity / Efficiency Manager with Intermountain Health Care (IHC)
of Salt Lake City, Utah. IHC is a health care provider with 25,000+ employees
and annual revenue of 2.5 + billion USD. While with IHC Mr. Adair consistently
implemented cost savings improvements, such as the standardizing and automating
of employee transactions which resulted in annual savings of $200k. Mr. Adair is
also a licensed real estate agent and has been an avid real estate investor and
property manager since 1989 as a partner of ADLAW. Mr. Adair is a member of the
Oracle Applications User Group (OAUG) and the Intermountain Compensation and
Benefits Association (ICBA). Mr. Adair is not a director of any other SEC
reporting company. Mr. Adair is 41 years old.

         There are no family relationships among these new directors and any of
the Company's other executive officers or directors.


         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: May 10, 2006                                 By: /s/ Marat Cherdabayev
                                                   Marat Cherdabayev, President