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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Abuov Mirbulat   2. Issuer Name and Ticker or Trading Symbol BEKEM METALS INC [BKMM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60 AZERBAYEV STREET, OFFICE 1 3. Date of Earliest Transaction (Month/Day/Year) 07/28/2006 (Street) ALMATY, 1P 050099 4. If Amendment, Date Original Filed(Month/Day/Year) 11/08/2005 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/28/2006   S   1,000,000 D $ 1.2 15,754,408 I (1) (2) See Footnotes (1) (2) Common Stock 04/07/2008   P   833,333 A $ 1 16,587,741 I (1) (3) See Footnotes (1) (3) Common Stock 06/01/2009   P   4,896,000 A $ 0.02 21,483,741 I (1) (4) See Footnotes (1) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Abuov Mirbulat 60 AZERBAYEV STREET OFFICE 1 ALMATY, 1P 050099		X
White Hill Trust C/O BRILLIANCE INVESTMENTS LTD. STOCKERSTRASSE 44, P.O. BOX 1502 ZURICH, V8 8027		X
Central Asian Metals, Inc. C/O BRUN, VIA ARIOSTO 6, 3RD FLOOR P.O. BOX 5251 LUGANO, V8 CH-6901		X

Signatures

/s/ Mirulbat Abuov		06/03/2009
**Signature of Reporting Person		Date
Central Asian Metals, Inc., By: Lakeside Management Ltd., By: /s/ Nicole Huber, Director, Lakeside Management Ltd., By: /s/ Roelant Siemer, Director, Lakeside Management Ltd.		06/03/2009
**Signature of Reporting Person		Date
The White Hill Trust, By: Brilliance Investments Ltd. As Trustee of the White Hill Trust, By: /s/ Nicole Huber, Director, Brilliance Investments Ltd		06/03/2009
**Signature of Reporting Person		Date
By: /s/ Kim Fessler, Director, Brilliance Investments Ltd		06/03/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is jointly filed by Mirbulat Abuov, the White Hill Trust and Central Asian Metals, Inc. The White Hill Trust is the sole shareholder of Central Asian Metals, Inc. ("CAM") and Mr. Abuov is the Settlor of the White Hall Trust. The White Hill Trust is also the sole owner of Munivac Global Ventures Inc., a British Virgin Islands corporation ("Munivac"), which owns shares of Bekem Metals, Inc. (the "Issuer").
(2)	Munivac sold 1,000,000 shares of Issuer common stock (the "Common Stock") for $1.20 per share on July 28, 2006 and after the sale, Munivac directly owned a total of 250,000 shares of Common Stock and the Reporting Persons beneficially owned an aggregate of 15,754,408 shares of Common Stock.
(3)	Munivac purchased 833,333 shares of Common Stock for $1.00 per share and after the purchase Munivac directly owned a total of 1,083,333 shares of Common Stock and the Reporting Persons beneficially owned an aggregate of 16,587,741 shares of Common Stock.
(4)	CAM purchased 4,896,000 shares of Common Stock for $.02 per share and after the purchase CAM directly owned a total of 20,400,408 shares of Common Stock the Reporting Persons owned an aggregate of 21,483,741.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.