United States
                       Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-QSB

                  Quarterly Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For the Quarter Ended                                     Commission File Number
 September 30, 2005                                                0-50218

                               BEKEM METALS, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                      UTAH
          ------------------------------------------------------------
          (State or other jurisdiction of incorporation or organization

                                   87-0669131
                      ------------------------------------
                      (I.R.S. Employer Identification No.)


              875 Donner Way, Unit 705, Salt Lake City, Utah 84108
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (801) 582-1881
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None.

Securities registered pursuant to section 12(g) of the Exchange Act: Common,
$0.001 par value

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ]

As of November 17, 2005, the issuer had 100,088,888 shares of its $0.001 par
value common stock outstanding.

<PAGE>

                                      INDEX

                                Bekem Metals, Inc
                                   Form 10-QSB
                    For The Quarter Ending September 30, 2005

Part I. Financial Information                                               Page

Item 1. Financial Statements

         Consolidated Balance Sheets (Unaudited) as of September
           30, 2005 and December 31, 2004...................................   3

         Consolidated Statements of Operations (Unaudited) for
           the Three and Nine Months Ended September 30, 2005,
           and 2004, and for the Period from March 5, 2004 (Date
           of Inception) through September 30, 2005.........................   4

         Consolidated Statement of Shareholders' Equity for the
           Period from March 5, 2004 (Date of Inception) through
           September 30, 2005 (Unaudited)...................................   5

         Consolidated Statements of Cash Flows (Unaudited) for
           the Three and Nine Months Ended September 30, 2005,
           and 2004 and for the Period from March 5, 2004 (Date
           of Inception) through September 30, 2005.........................   6

         Notes to the Unaudited Consolidated Financial Statements...........   7

        Item 2. Managements' Discussion and Analysis or Plan of Operations..  16

        Item 3. Controls and Procedures.....................................  19


Part II. Other Information

        Item 2. Unregistered Sales of Equity Securities.....................  20

        Item 4. Submission of Matters to a Vote of Security Holders.........  20

        Item 6. Exhibits....................................................  21

        Signatures..........................................................  22

                                       2
<PAGE>
<TABLE>
<CAPTION>
                               BEKEM METALS, INC. AND SUBSIDIARIES
                                 (An Exploration Stage Company)
                             CONSOLIDATED BALANCE SHEETS (UNAUDITED)



                                                                       September 30,       December 31,
                                                                                2005               2004
--------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
ASSETS

Current Assets
Cash                                                                  $       30,340     $        4,190
Prepaid expenses and other current assets                                      4,113             21,337
Samples inventory                                                              4,620                  -
--------------------------------------------------------------------------------------------------------
Total Current Assets                                                          39,073             25,527
--------------------------------------------------------------------------------------------------------

Mineral property rights (net of $23,823 depletion
  on asset retirement obligation)                                          1,164,317          1,182,007
Property, plant and equipment (net of accumulated
  depreciation of $7,280 and $1,412)                                          42,419             45,044
Long term deferred expenses                                                   17,261             15,117
Patent (net of accumulated amortization of $950)                               1,686                  -
--------------------------------------------------------------------------------------------------------
Total Assets                                                          $    1,264,756     $    1,267,695
========================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities
Accounts payable                                                      $      227,179     $       85,384
Accrued liabilities                                                          132,034             26,959
Short term notes payable                                                     410,850                  -
Short term advances from related parties                                           -             92,308
--------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                    770,063            204,651
Note Payable to a Related Party                                               77,000                  -
Asset Retirement Obligation                                                  717,690            675,460
--------------------------------------------------------------------------------------------------------
Total Liabilities                                                          1,564,753            880,111
--------------------------------------------------------------------------------------------------------
Shareholders' Equity (Deficiency)
Preferred Stock; $0.001 par value, 20,000,000 shares
  authorized; no shares outstanding                                                -                  -
Common stock; $0.001 par value, 130,000,000 shares
  authorized, 38,889,888 and 35,000,000 shares outstanding                    38,889             35,000
Additional paid-in capital                                                   723,287            719,456
Deficit accumulated during the development stage                          (1,062,173)          (366,872)
--------------------------------------------------------------------------------------------------------
Total Shareholders' Equity (Deficiency)                                     (299,997)           387,584
--------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity (Deficiency)               $    1,264,756     $    1,267,695
========================================================================================================

                    The accompanying notes are an integral part of these financial statements.

                                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               BEKEM METALS, INC. AND SUBSIDIARIES
                                                 (An Exploration Stage Company)
                                        CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                                                                       For the Period from
                                       For the Three Months Ended       For the Nine Months Ended         March 5, 2004
                                             September 30,                     September 30,           (Date of Inception)
                                     -----------------------------     -----------------------------         Through
                                         2005            2004               2005            2004        September 30, 2005
-----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>                <C>             <C>                 <C>
Revenue                              $         -     $         -        $         -     $         -         $         -
-----------------------------------------------------------------------------------------------------------------------------
Operational Expenses
Exploration costs                         87,609               -            275,175               -         $   546,274
General and administrative expenses      190,119           4,456            424,046           4,456         $   523,555
-----------------------------------------------------------------------------------------------------------------------------
Total Expenses                           277,728           4,456            699,221           4,456           1,069,829
-----------------------------------------------------------------------------------------------------------------------------

Loss From Operations                    (277,728)         (4,456)          (699,221)         (4,456)         (1,069,829)

Other Income (Expense)
Grant revenue                                  -               -              3,108               -         $     3,108
Grant expense                                  -               -             (3,108)              -         $    (3,108)
Exchange gain                                835               -              3,920               -         $     7,656
-----------------------------------------------------------------------------------------------------------------------------

Net Loss                             $  (276,893)    $    (4,456)       $  (695,301)    $    (4,456)        $(1,062,173)
=============================================================================================================================

Basic and Diluted Loss
  per Common Share                   $     (0.01)    $     (0.00)       $     (0.02)    $     (0.00)
======================================================================================================
Basic and Diluted Weighted-
  Average Shares                      38,543,236      14,000,000         38,387,970      14,000,000
======================================================================================================

                           The accompanying notes are an integral part of these financial statements.

                                                                4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       BEKEM METALS, INC. AND SUBSIDIARIES
                                         (An Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE PERIOD FROM MARCH 5, 2004
                           (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2005 (UNAUDITED)




                                                                                                 Deficit
                                                 Common Shares                                 Accumulated               Total
                                           ----------------------------      Additional        During the           Shareholders'
                                             Shares            Amount      Paid-in Capital   Development Stage   Equity (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>             <C>             <C>                   <C>
Balance - March 5, 2004
  (Date of inception)                                 -       $      -        $       -       $          -          $        -
Shares issued for cash, August 12, 2004,
  $0.02 per share                            14,000,000         14,000          290,456                  -             304,456
Shares exchanged for 60% interest                                                                                            -
  in Kaznickel, November 19, 2004,
  $0.02 per share                            21,000,000         21,000          429,000                  -             450,000
Net loss for period                                   -              -                -           (366,872)           (366,872)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004                   35,000,000         35,000          719,456           (366,872)            387,584

Shares issued in acquisition of Bekem
  Metals, January 28, 2005                    3,300,000          3,300          (15,006)                 -             (11,706)
Shares issued on modificaiton of options        588,888            589           18,837                  -              19,426
Net loss for period                                   -              -                -           (695,301)           (695,301)
------------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2005                  38,300,000       $ 38,300        $ 704,450       $ (1,042,747)         $ (299,997)
====================================================================================================================================

                            The accompanying notes are an integral part of these financial statements.

                                                               5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       BEKEM METALS, INC. AND SUBSIDIARIES
                                         (An Exploration Stage Company)
                                CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


                                                                                                          For the Period from
                                                                      For the Nine Months Ended               March 5, 2004
                                                                              September 30,                (Date of Inception)
                                                                   -----------------------------------            Through
                                                                        2005               2004             September 30, 2005
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>                     <C>
Cash Flows from Operating Activities
Net loss                                                           $     (695,301)     $      (4,456)          $  (1,062,173)
Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation and amortization                                           5,938                  -                   7,336
    Depreciation and accretion expense on
      asset retirement obligation                                          59,571                  -                  75,640
    Shares issued on option modification                                   19,426                  -                  19,426
    Foreign currency exchange gain                                         (7,317)                 -                  (3,581)
    Change in operating assets and liabilities:
      Samples Inventory                                                    (4,610)                 -                  (4,610)
      Prepaid expenses and other current assets                            13,994                  -                  93,832
      Accounts payable and accrued liabilities                            234,487              4,456                 315,944
      Deferred grant revenue                                               (2,565)                 -                  (2,565)
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                    (376,377)                 -                (560,751)
-----------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Purchase of property and equipment                                         (2,521)                 -                 (27,162)
Purchase of Kaznickel and Bekem
  Metals, Inc., net of cash acquired                                        2,648                  -                (176,293)
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities                           127                  -                (203,455)
-----------------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Proceeds from short term note payable                                     397,472                  -                 488,876
Increase in accrued liabilities to related parties                          2,374                  -                   2,374
Proceeds from issuance of common stock                                          -                  -                 304,456
-----------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                 399,846                  -                 795,706
-----------------------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash                                     2,554                  -                  (1,160)
-----------------------------------------------------------------------------------------------------------------------------
Net Increase in Cash                                                       26,150                  -                  30,340
Cash at Beginning of Period                                                 4,190                  -                       -
-----------------------------------------------------------------------------------------------------------------------------
Cash at End of Period                                              $       30,340      $           -           $      30,340
=============================================================================================================================

Supplemental Cash Flow Information
-----------------------------------------------------------------------------------------------------------------------------
Non Cash Investing and Financing Activities:
Fair value of assets acquired                                      $        4,471                  -           $   1,445,858
Cash paid for equity interests                                                  -                  -                (300,000)
Fair value of shares issued for acquisitions                              (11,706)                 -                (461,706)
-----------------------------------------------------------------------------------------------------------------------------
Liabilities Assumed                                                $       16,177      $           -           $     684,152
=============================================================================================================================

                            The accompanying notes are an integral part of these financial statements.

                                                               6
</TABLE>
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 1 - BASIS OF PRESENTATION, NATURE OF BUSINESS, AND SIGNIFICANT ACCOUNTING
POLICIES

Interim Financial Information - The accompanying unaudited consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been included and are of a normal recurring nature. Operating results for
the nine-month period ended September 30, 2005 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2005.

Nature of Business - Bekem Metals, Inc. is engaged through its wholly owned
subsidiary, Kaznickel LLP, (collectively, the "Company" or "Bekem") in the
acquisition and exploration of mineral resource properties, specifically the
Gornostayevskoye ("Gornostai") nickel and cobalt deposit (the "Deposit") located
in the East Kazakhstan Oblast of the Republic of Kazakhstan. Kaznickel acquired
the rights to explore and develop the Gornostai Deposit on April 22, 2004 and is
active in exploration of the Mineral Property. The Company acquired Kaznickel on
September 22, 2004 in a purchase business combination as further described in
Note 2.

Bekem Metals, Inc. was formerly named EMPS Research Corporation. The name change
was effected March 16, 2005.

Basis of Presentation and Principles of Consolidation - The consolidated
financial statements of the Company include the accounts of Condesa Pacific S.A.
since its inception and Kaznickel LLP ("Kaznickel"), a Kazakh partnership, since
the date of its acquisition by Condesa, and the accounts of Bekem Metals, Inc.
since its acquisition by Condesa. Condesa was incorporated under the laws of the
British Virgin Islands on March 5, 2004. Condesa acquired Bekem Metals, Inc. in
a reverse acquisition, on January 28, 2005 as further described in Note 3.
Intercompany transactions are eliminated upon consolidation.

Use of Estimates - The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Business Condition - The Company has no proven mineral reserves and has not yet
entered the development stage with respect to its mineral interests, and has no
production. There has been no revenue from operations, and it has incurred a net
loss of $1,062,173 since inception, including $695,301 for the nine months ended
September 30, 2005. In addition, current liabilities exceeded current assets by
$730,990 and $179,394 at September 30, 2005 and December 31, 2004, respectively.
Management expects to generate sufficient cash to fund its current activities by
issuing equity securities and receiving financial assistance, if needed, from
its shareholders. There is no assurance, however, that funds can be raised or
that the shareholders will have the ability to provide financial assistance to
the Company. These matters raise substantial doubt about the Company's ability

                                       7
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


to continue as a going concern. The accompanying financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

Exploration Stage Company - The Company is considered to be in the exploration
stage. Since its inception March 5, 2004, the Company has devoted substantially
all of its efforts in raising capital and acquiring Kaznickel, and then
exploring for mineral property under its exploration contract. The mineral
property has not reached a development or production stage and accordingly, no
revenues from production of the property have been recorded. The Company is
considered to be in the development stage for financial reporting purposes. A
separate disclosure of additional information including presentation of
cumulative amounts of revenues and expenses and cash flows from inception, and
deficits accumulated during the development stage are required under FAS 7,
"Accounting and Reporting by Development Stage Enterprises."

Currency Translation - The consolidated financial statements are presented in
U.S. dollars, the functional currency of the Company's subsidiary operating in
Kazakhstan. Non-monetary assets and liabilities of Kaznickel are translated into
U.S. dollars using historical exchange rates and monetary assets and liabilities
are translated into U.S. dollars using exchange rates on the date of the
financial statements. Results of operations are translated at the average
exchange rates during the reporting period. Exchange gains and losses resulting
from financial statement translation and from holding foreign currencies are
included in the results of operations.

Prepaid Expenses - Prepaid expenses relate to office rent, subscriptions, and
insurance. Prepaid expenses are charged to operations in the period the related
service or work is performed.

Mineral Property Rights - Mineral property acquisition costs, site restoration
costs and development costs on mineral properties with proven and probable
reserves are capitalized and will be depleted using the units-of-production
method over the estimated life of the reserves. If there are insufficient
reserves to use as a basis for depleting such costs, they are written off as a
mineral property or mineral interest impairment in the period in which the
determination is made. Site restoration costs are depleted over the term of
their expected life. Interest costs are capitalized on mineral properties and
mineral interests in development. The development potential of mining properties
is established by the existence of proven and probable reserves, reasonable
assurance that the property can be permitted as an operating mine and evidence
that there are no metallurgical or other impediments to the production of
saleable metals.

Exploration costs incurred on mineral interests, other than acquisition costs,
prior to the establishment of proven and probable reserves are charged to
operations as incurred. Development costs incurred on mineral interests with
proven and probable reserves will be capitalized as mineral properties. The
Company regularly performs evaluations of its investment in mineral interests to
assess the recoverability and/or the residual value of its investments in
these assets. All mineral interests and mineral properties are reviewed for
impairment whenever events or circumstances change which indicate the carrying
amount of an asset may not be recoverable, utilizing established guidelines
based upon undiscounted future net cash flows from the asset or upon the
determination that certain exploration properties do not have sufficient
potential for economic mineralization.

Management's estimates of mineral prices, recoverable probable reserves, and
operating, capital and reclamation costs, when available, are subject to certain
risks and uncertainties, which may affect the recoverability of mineral property

                                       8
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


costs. Although management has made its best estimate of these factors, it is
possible that changes could occur in the near term, which could adversely affect
the future net cash flows to be generated from the properties.

Property, and Equipment - Property, plant and equipment are carried at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis over
the following estimated useful lives of the assets:

         --------------------------------------------------------------
         Buildings and constructions                         12.5 years
         Machinery and equipment                                7 years
         Vehicles                                              10 years
         Other fixed assets                                3 - 10 years
         --------------------------------------------------------------

Revenue Recognition - Revenues, which will arise from the sale of cobalt and
nickel ore or processed cobalt and nickel, will be recorded when persuasive
evidence of an arrangement exists, title to product transfers to the customer,
and collectibility is reasonably assured. Produced, but unsold minerals or ore
will be recorded as inventory until sold.

Financial Instruments - The nature of the Company's operation exposes the
Company to fluctuations in commodity prices, foreign currency exchange risk and
credit risk. The Company recognizes these risks and manages its operation in a
manner such that exposure to these risks is minimized to the extent practical.
The Company is not exposed to fluctuations in interest rates because its loans
are interest free, as a general requirement under Kazakh law for non-financial
institutions.

Income taxes - Income taxes are calculated using the liability method of tax
accounting. Under this method, future income tax assets and liabilities are
computed based on temporary differences between the tax basis and carrying
amount on the balance sheet for assets and liabilities. Future income tax assets
and liabilities are calculated using tax rates anticipated to apply in the
periods that the temporary differences are expected to reverse.

NOTE 2 - ACQUISITION OF KAZNICKEL LLP

On July 9, 2004 Condesa entered into an investment agreement under which Condesa
provided a $300,000 convertible loan to Kaznickel LLP, which was immediately
converted into a new 40 percent equity interest in Kaznickel. On September 22,
2004, Brisa Equities, a British Virgin Islands holding company, acquired a
controlling interest in Kaznickel by purchasing 60 percent of the founding
partners' 60 percent interests. As consideration for the purchase, the original
partners' obtained a commitment from Brisa to facilitate a reverse merger with a
U.S. public company, and a commitment to obtain funding enabling Kaznickel to
further develop its mineral property rights. The value of the commitment was
estimated to be $450,000 based on the percent of Kaznickel obtained for the cash
investment of $300,000 previously. On November 19, 2004, Brisa and the remaining
Kaznickel partners exchanged their 60% interest in Kaznickel for a new 60%
interest in Condesa, thereby making Kaznickel a wholly-owned subsidiary of
Condesa. The acquisition of a controlling interest in Kaznickel by Brisa and
Condesa was considered the purchase of Kaznickel with a measurement date of
September 22, 2004, the date Brisa and Condesa obtained control from the
original Kaznickel partners.

                                       9
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


Condesa accounted for the acquisition of Kaznickel as a purchase business
combination with a purchase price of $750,000. The purchase price was allocated
to the assets acquired and liabilities assumed based on their estimated fair
values. Negative goodwill was not recognized in connection with the acquisition
of Kaznickel. Instead, the excess of the fair value of the net assets over the
purchase price was allocated as a pro rata reduction of the amounts that
otherwise would have been assigned to the long term assets. The Company is in
the process of obtaining an independent valuation of the net assets acquired.
Accordingly the allocation of the purchase price is subject to refinement. At
September 22, 2004, the purchase price was allocated to the assets acquired and
the liabilities assumed as follows:

         --------------------------------------------------------------
         Current assets                                     $  231,674
         Mineral property rights                               713,204
         Asset retirement costs of the mineral rights          474,937
         Property and equipment                                 21,572
         --------------------------------------------------------------
              Total assets acquired                          1,441,387
         --------------------------------------------------------------
         Current liabilities                                   (25,468)
         Asset retirement obligation                          (665,919)
         --------------------------------------------------------------
              Total liabilities assumed                       (691,387)
         --------------------------------------------------------------
         Net Assets Acquired                                $  750,000
         ==============================================================

Intangible assets acquired include the mineral property rights, which are
capitalized until the production phase begins, subject to impairment
considerations. Other intangible assets include the asset retirement costs of
the mineral rights, which has a 20-year estimated life and is subject to
amortization at a planned rate of $24,291 per year, and the asset retirement
obligation is accreted over its 20-year life with a current estimated expense of
$43,274 per year.

NOTE 3 - PLAN AND AGREEMENT OF REORGANIZATION WITH CONDESA

On January 28, 2005 Bekem Metals, Inc. (formerly EMPS Research, Inc.), ("Bekem")
completed a Plan and Agreement of Reorganization with Condesa. Bekem acquired
100% of the outstanding capital stock of Condesa in exchange for the issuance of
35,000,000 common shares. As a result of the issuance, the shareholders of
Condesa owned 91% of the outstanding common stock of Bekem. The transaction
resulted in a change of control of Bekem and a change in the reporting entity to
Condesa.

Bekem had 3,300,000 shares of common stock outstanding prior to the transaction
that remained outstanding. For financial reporting purposes, Condesa was
considered to have been the acquirer. The acquisition was recognized as a
forward stock split of Condesa's 50,000 shares of capital stock outstanding
prior to the reorganization for 35,000,000 common shares, or a 700-for-1 stock
split. These financial statements continue to present its assets and liabilities
at their historical cost and the effect of the stock split is reflected
retroactively since the inception of Condesa. The assets of Bekem were
considered to have been acquired by Condesa in exchange for the assumption of
Bekem's liabilities and the issuance of 3,300,000 common shares. The assets
consisted of cash of $2,648 and intangible assets of $1,823 (net of accumulated
amortization of $813).

                                       10
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 4 - MINERAL PROPERTY RIGHTS

Kaznickel acquired its interest in the Contract on Exploration and Development
of Gornostai Cobalt and Nickel Deposit (the "Contract") issued by the Ministry
of Energy and Mineral Resources of the Republic of Kazakhstan (the "Ministry")
dated February 26, 2004. By virtue of the Contract, Kaznickel acquired the right
to exploit the mineral property including the right to explore, develop and
produce the cobalt and nickel mineral resources on the Deposit through February
26, 2026. The Company has the right to re-negotiate the contract at that time
for an additional 30 years. The government of Kazakhstan retains the title to
the property; accordingly, the Company's mineral interest is considered to be an
intangible asset. As more fully described in Note 2, the Company capitalized the
acquisition costs of its mineral interest upon the purchase business combination
with Kaznickel. The allocated purchase price included a capitalized amount of an
acquired asset retirement obligation. While the property is not in production,
the asset retirement cost is depleted over the life of the contract from the
date of acquisition. Capitalized costs and related accumulated amortization at
September 30, 2005 is as follows:
<TABLE>
<CAPTION>
                                     Mineral Property   Depletion of Asset       Net Mineral
                                            Rights        Retirement Cost      Property Rights
-----------------------------------------------------------------------------------------------
<S>                                    <C>                    <C>                <C>
Cost as of September 22, 2004          $         -            $         -        $         -
Acquisitions:
   Mineral property                        713,204                                   713,204
   Asset retirement obligation             474,936                 23,823            451,113
-----------------------------------------------------------------------------------------------
Net Carrying Value                     $ 1,188,140            $    23,823        $ 1,164,317
===============================================================================================
</TABLE>

The Contract provides the Company certain rights and also imposes certain
obligations and commitments. The rights include exploration through February
2006, and development and production of minerals through February 26, 2026. The
Company may transfer its right to third parties in accordance with Kazakh laws
and regulations and has a right to renegotiate an extension of the Contract.
Significant rights and obligations and commitments of the Contract include
monetary commitments for exploration of $200,000 in 2005 and 2006, and
expenditures to support social projects amounting to $300,000 during the
production stage. In addition, the Company was required to pay a fee of $2,000
upon award of the Contract, and a fee for the use of Kazakh owned technical data
of $835,759 of which $4,179 was paid on award of the Contract and $831,580 will
be due upon a finding of commercial deposits. Royalties of 0.5% of ores
extracted and sold will be required. The Contract subjects the Company to pay
regular income tax of 30 percent and requires an excess profits tax of 15 to 60
percent if its net profits exceed 20 percent of gross profit. Obligations also
include the establishment and funding of a reclamation fund that includes the
cost of removing buildings and equipment used in the Deposit area. The Company
is also required to comply with Kazakh environmental laws and regulations.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

The Company's property, plant and equipment consist of the following:

                                               September 30,      December 31,
                                                    2005              2004
--------------------------------------------------------------------------------
Equipment                                        $ 49,699           $ 46,456
Less: Accumulated Depreciation                     (7,280)            (1,412)
--------------------------------------------------------------------------------
Net Property and Equipment                       $ 42,419           $ 45,044
================================================================================

                                       11
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 6 - LONG TERM DEFERRED EXPENSES

The Company completed a remodel of its Semipalatinsk, Kazakhstan offices, which
costs are applied against monthly office rent charges through May 1, 2007. The
current portion of long term deferred expenses is included in other current
assets.


NOTE 7 - INCOME TAXES

In accordance with the laws and regulations of the Republic of Kazakhstan income
taxes are calculated at the statutory rate of 30 percent. Net operating losses
for development companies in the exploration and development may be carried
forward for the 7 subsequent years from the date the losses are incurred.
Therefore, the Company has deferred tax assets due to the savings of income tax
in future periods. However, the Company assessed the recoverability of these
deferred tax assets and created a provision against them until it has more
evidence of its recoverability in the future periods.

Deferred tax assets and liabilities were as follows:

                                           September 30,         December 31,
                                                 2005                 2004
--------------------------------------------------------------------------------
Tax loss carryforward                         $ 282,866            $ 106,710
Property and equipment                           (4,255)              (4,457)
Asset retirement obligation                     215,307              202,638
Valuation allowance                            (493,918)            (304,891)
--------------------------------------------------------------------------------
Total deferred tax assets                     $       -            $       -
================================================================================

The following is a reconciliation of the amount of tax that would result from
applying the federal rate to pretax income with the provision for income taxes
at September 30, 2005:

For the Nine Months Ended September 30,                             2005
--------------------------------------------------------------------------------

Tax at US Federal statutory rate (34%)                          $ (229,798)
Non-deductible expenses                                             17,871
Deferred tax asset valuation change                                189,027
Effect of lower foreign tax rates                                   22,900
--------------------------------------------------------------------------------
Income tax provision                                            $        -
================================================================================


NOTE 8 - RELATED PARTY TRANSACTIONS

On December 2, 2004 the Company borrowed $92,308 from CJSC Kazmorgeophysica, a
Kazakh company related by virtue of several common shareholders. The short term

                                       12
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


loan is denominated in Kazakh Tenge, interest free and was due on its original
terms by December 31, 2004. During the nine-month period ending September 30,
2005 the Company borrowed an additional $99,798 from CJSC Kazmorgeophysica, as a
Kazakh Tenge denominated, interest-free, due on demand note. In addition, during
the nine-month period ended June 30, 2005, the Company repaid Kazmorgeophysica
the $192,106 note from proceeds from a third-party lender. In addition, the
Company received short term advances, payable on demand in the amount of $37,298
from a shareholder. Because the notes are denominated in Tenge, the balance
reported on the financial statements fluctuates based upon ending exchange
rates.

During May and June of 2005 the Company borrowed $77,000 from a shareholder to
fund our U.S. administrative operations. The loans are unsecured and carry an
annual interest rate equal to the LIBOR rate plus two percent; interest and
principal payments are due at maturity, three years after origination.

NOTE 9 - SHORT TERM NOTES PAYABLE

During the nine months ended September 30, 2005 the Company borrowed $454,802 to
fund its exploration and administrative operations in Kazakhstan and to retire a
$192,106 related party note payable to Kazmorgeophysica. Principal payments on
the loans plus an interest payment equal to five percent of the original
balances are due three to five months after origination.

NOTE 10 - ASSET RETIREMENT OBLIGATION

Upon purchase of Kaznickel, the Company recorded the effects of an asset
retirement obligation in accordance with SFAS No. 143, "Accounting for Asset
Retirement Obligations," and related interpretations, which requires entities to
record the fair value of a liability for an asset retirement obligation when it
is incurred which, for the Company, is obliged as part of Kaznickel's Contract
with the Ministry. Under the Contract, the Company is required to remediate the
property from the effects of the open pit mining process. The standard applies
to legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development or normal use of the
asset. The Company's asset retirement obligations relate primarily to the
obligation to fill mining pits and restore surface conditions at the conclusion
of term of the Contract.

SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred, if a reasonable
estimate of fair value can be made. When the liability is initially recorded,
the related cost is capitalized by increasing the carrying amount of the related
mineral interest rights. Over time, the liability is accreted upward for the
change in its present value each period until the obligation is settled. The
initial capitalized cost is amortized as a component of mineral rights interests
as described in Note 1.

The reconciliation of the asset retirement obligation is as follows:

                                       13
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005



                                                  September 30,     December 31,
                                                        2005             2004
--------------------------------------------------------------------------------
Balance at beginning of period                        $675,460         $665,919
Liabilities incurred                                         -                -
Accretion expense during the period                     42,230            9,541
--------------------------------------------------------------------------------
Balance at End of Period                              $717,690         $675,460
================================================================================

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Concentration of Risk Relating to Foreign Mining Operations -- All of the
Company's properties are located within the Republic of Kazakhstan in Central
Asia. In addition to general industry risks of nickel and cobalt price
fluctuations, and potential lack of economic viability of the claims, the
Company has a concentration of risk related to its foreign properties and
interests which are subject to political uncertainty, changes in government,
unilateral renegotiation of licenses, claims or contracts, and nationalization,
or other uncertainties. In addition, the validity of mining claims, which
constitute the Company's property holdings in Kazakhstan, may, in certain cases,
be uncertain and are subject to being contested.

Kazakhstan Business Environment - Kazakhstan, as an emerging market, has a legal
and regulatory infrastructure that is not as mature and stable as those usually
existing in more developed free market economies. As a result, operations
carried out in Kazakhstan can involve risks and uncertainties that are not
typically associated with those in developed markets. The instability associated
with the ongoing transformation process to a market economy can lead to changes
in the business conditions in which the Company currently operates. Changes in
the political, legal, tax or regulatory environment could adversely impact the
Company's operations.

Tax Matters - The local and national tax environment in the Republic of
Kazakhstan is subject to change and inconsistent application, interpretation and
enforcement. Non-compliance with Kazakhstan laws and regulations, as interpreted
by the Kazakh authorities, can lead to the imposition of fines, penalties and
interest.

Environmental Matters - Extensive national, regional and local environmental
laws and regulations in Kazakhstan affect the Company's operations. These laws
and regulations set various standards regulating certain aspects of health and
environmental quality provide for user fees, penalties and other liabilities for
the violation of these standards and establish, in some circumstances,
obligations to remediate current and former facilities and off-site locations.
The Company believes it is currently in compliance with all existing Republic of
Kazakhstan environmental laws and regulations. However, as new environmental
laws and legislation are enacted and the old laws are repealed, interpretation,
application and enforcement of the laws may become inconsistent. Compliance in
the future could require significant expenditures, which may adversely affect
the Company's operations.

Operating Leases - The Company rented a number of cars for operational purposes
and has potential commitment of $99,000 in case of loss for any reason, which is
not covered by any insurance.

                                       14
<PAGE>

                       BEKEM METALS, INC. AND SUBSIDIARIES
                         (An Exploration Stage Company)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 12 - COMMON STOCK

The Company entered into an investment agreement with investors on July 9, 2004
under which the Company issued 14,000,000 common shares for cash proceeds of
$304,456, or $0.02 per share, received through August 12, 2004. The Company
issued 21,000,000 shares, on November 19, 2004 in exchange for 60% of the equity
of Kaznickel as further described in Note 2. The shares issued in exchange for
the equity of Kaznickel were valued at $450,000, or $0.02 per share, based upon
the value for which investors received common shares for cash.

On August 23, 2005 the Company issued 588,888 shares of common stock in exchange
for the cancellation of 2,000,000 options to purchase common stock at $0.10 per
share. The cancellation was treated, for accounting purposes, as a modification
of 588,888 of the options to options with an exercise price of zero, and the
cancellation of the remaining options. The modification resulted in a charge to
operations of $19,426, the difference between the fair value of the options
before and after the modification.


NOTE 13 - SUBSEQUENT EVENTS

On October 24, 2005, the Company entered into an Acquisition Agreement with
Kazakh Metals, Inc., a British Virgin Islands international business company,
("KMI") under which Bekem acquired 100% of the outstanding common shares of KMI
in exchange for the issuance of 61,200,000 common shares. The primary asset of
KMI is its wholly owned subsidiary, Kyzyl Kain Mamyt LLP, a Kazakhstan limited
liability partnership, ("KKM"), which KMI acquired on June 1, 2005 in an
unrelated purchase business combination. KKM holds licenses to explore for, and
is engaged in the production and sale of nickel and cobalt ore and Mamyt brown
coal in northwestern Kazakhstan.

The principal shareholder of Bekem was also the principal shareholder of KMI.
Accordingly, the transaction was considered to be between entities under common
control and did not result in a change in control of Bekem. Following the
transaction, entities over which shareholder maintains voting and investment
control hold 51,600,000 Bekem common shares, which represent 51.5% of the
100,088,888 outstanding common shares. The acquisition of the portion of KMI
owned by the principal shareholder will be recorded at historical cost. The
portion of KMI purchased from the minority shareholders of KMI will be recorded
at fair value.

                                       15
<PAGE>

Item 2.  Management's Discussion and analysis or Plan of Operations

         For a complete understanding, this Plan of Operations should be read in
conjunction with the Financial Statements and Notes to the Financial Statements
contained in this Form 10-QSB and our Form 10-KSB for the year ended December
31, 2004.

         Forward Looking Information and Cautionary Statement

         Certain statements in this quarterly report may be deemed to be
forward-looking statements. Forward-looking statements regarding economic
conditions, effects of corporate initiatives, future profitability, projections,
future revenue opportunities, and their impact on us are forward-looking
statements and not historical facts. These statements are estimates or
projections involving numerous risks or uncertainties, including but not limited
to, consumer demand, acceptance of products and services offered by us, our
ability to control expenses, actions by competitors, changes in market needs and
technology, political or regulatory matters, litigation, general economic
conditions and changes in management strategy.

         Actual results or events could differ materially from those discussed
in the forward-looking statements. See our annual report on Form 10-KSB as filed
with the Securities and Exchange Commission for further information. We disclaim
any obligation to publicly update, revise or correct any forward-looking
statements, whether as a result of new information, future events or otherwise.

         The information contained in this analysis should be read in
conjunction with the financial statements contained herein and related
disclosures.

         Overview

         Bekem Metals, Inc., was incorporated as EMPS Research Corporation under
the laws of the State of Utah on January 31, 2001. From inception through the
end of the 2004 fiscal year, our primary business focus was the development,
marketing and licensing of our patented technology for use in commercially
separating nonmagnetic particulate material by building and testing a high
frequency eddy-current separator ("HFECS"). On January 28, 2005, we acquired
Condesa Pacific, S.A., and its wholly owned subsidiary Kaznickel, LLP
("Kaznickel"). The primary asset of Kaznickel is an exploration and production
concession issued by the government of the Republic of Kazakhstan which grants
Kaznickel the exclusive right to explore for and produce nickel, cobalt and
other minerals in a 5,450 hectare (13,467 acre) area known as the Gornostai
deposit through February 2, 2026. The Gornostai deposit is located in
northeastern Kazakhstan.

         With the acquisition of Kaznickel, our primary business focus shifted
from the development of our technology to becoming a leading nickel and cobalt
producer in Kazakhstan. To that end, on October 24, 2005, we 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

                                       16
<PAGE>

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 and
cobalt at its Kempirsai deposit and brown coal from its Mamyt deposit in
northwestern Kazakhstan.

         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 163,770 hectare (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 the 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. 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 that run
adjacent to the property. KKM also owns rail cars, hauling vehicles, heavy
machinery, buildings and other assets consistent with an operating mineral
property.

         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 connection with the acquisition of KMI, 61,200,000 shares of our
common stock were issued. This transaction, however, did not result in a change
in control of the Company because the Company and KMI shared a common control
shareholder. Prior to the transaction, this shareholder maintained investment
and voting control over 54% of our outstanding common shares and 50% of the
outstanding common shares of KMI. Following the transaction, the common control
shareholder now maintains investment and voting control over 51.5% of our
post-acquisition outstanding common shares.

         During the three and nine months ended September 30, 2005, we generated
no revenue from operations. We are in the exploratory stage and do not
anticipate generating revenue until we begin production, which, if necessary
funding can be obtained, is estimated to occur in 2007. Moreover, in reaching

                                       17
<PAGE>

the production stage, we expect to incur millions of dollars in costs. Because
we are not currently engaged in revenue generating activities, we are completely
dependent on investment funds to support our operations until such time as
production generates sufficient revenues to cover operating expenses. We do not
expect to begin production until some time in 2007, and we do not anticipate
generating sufficient revenue to cover operating expenses until 2007. There is
no assurance that we can obtain funding on favorable terms, or at all. These
factors raise substantial doubt about our ability to continue as a going
concern.

         We have developed a plan of operations that should allow us to begin
production in 2007, assuming adequate funding can be obtained. To fund
operations during 2005, we estimate we need approximately $20,000,000. We plan
to seek this funding through private equity investments. If we are successful in
raising $20,000,000 we intend to allocate the funds as follows.

Operations

         Drilling

         We have allocated approximately $3,900,000 to drilling and exploration.
This includes drilling of approximately 28,500 meters of the left bank side of
the Gornostai deposit and 10,000 meters of the right bank side. Estimated
drilling costs include both direct and indirect drilling costs. Indirect
drilling costs include costs related to drilling such as geologist fees, site
supervisors, geological data processors, core sample takers, topographers, site
procurement specialists, etc. As of September 30, 2005, we have drilled 60
meters. During the nine months ended September 30, 2005, we have spent $500,000
in drilling and exploration.

         Core Analysis

         We anticipate spending approximately $500,000 for core analysis during
the next twelve months. During the nine months ended September 30, 2005, we have
spent $430,000 for sample processing and sample analysis of 3,200 core samples.

         Technology and Pilot Plant

         We have allocated approximately $2,500,000 to pay for the acquisition
of processing technology and pilot plant design and installation at the
Kempirsai deposit. We will reserve an additional $1,000,000 for final detailed
engineering and a design contract for construction of a producing plant within
the territory of the Kempirsai deposit.

Independent Reserve Estimate

         We have allocated $1,500,000 to hire an independent mining consulting
firm to provide us with a reserve estimate for the Gornostai, Kempirsai and
Mamyt deposits.

                                       18
<PAGE>

Loan Repayment

         We will repay an outstanding loan at KKM for which we have allocated
$7,900,000.

Professional Fees

         We anticipate incurring approximately $300,000 in expenses to our
financial auditors and securities attorneys during the next twelve months.

Concession Expenses

         Under the terms of our exploration and production contracts, if we
discover commercially feasible mineral deposits, we will be required to pay
licensing and other fees and government related costs. We have allocated
$500,000 for this purpose over the next year.

Administrative Expenses

         We will allocate approximately $2,000,000 for administrative expenses
during the next twelve months for Bekem Metals and our subsidiaries, Kaznickel
and KKM. This includes expenses of maintaining offices in the United States and
Kazakhstan, salaries and taxes.

         In the event we are unable to raise $20,000,000, priority will be given
to drilling and design and engineering expenses, with funds being allocated as
management determines in its business judgment to be in the best interest of the
Company.

Item 3.  Controls and Procedures

         Our principal executive officer and our principal financial officer
(the "Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e). Such officers have concluded (based upon their evaluations of
these controls and procedures as of the end of the period covered by this
report) that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by it in this report is accumulated and
communicated to management, including the Certifying Officers as appropriate, to
allow timely decisions regarding required disclosure.

         The Certifying Officers have also indicated that there were no
significant changes in our internal controls over financial reporting or other
factors that could significantly affect such controls subsequent to the date of
their evaluation, and there were no significant deficiencies and material
weaknesses.

         Management, including our Certifying Officers, do not expect that our
disclosure controls or our internal controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that

                                       19
<PAGE>

all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls is also based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and may not be detected.

                           PART II - OTHER INFORMATION


Item 2.  Unregistered Sales of Equity Securities

         On August 23, 2005 we issued 588,888 shares of our restricted common
stock in exchange for the cancellation of options to purchase up to 2,000,000
shares of our common stock at $0.10 per share. 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 Securities and Exchange
Commission Rules and Section 4(2) of the Securities Act of 1933. The shares were
issued in compliance with Regulation S were issued strictly to non-U.S. persons
in an offshore transaction. No directed selling efforts were made within the
United States by us or any person acting on our behalf. These shares are subject
to the offering restrictions set forth in Rule 903(b)(3), including a one-year
distribution compliance period. Likewise, the shares issued under Section 4(2)
are subject to the offering restrictions set forth in Rule 144, including a
one-year holding period.

         As disclosed herein, in connection with the acquisition of KMI, on
October 24, 2005, we issued shares to the fifteen record shareholders of KMI. We
received no proceeds and 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 Securities and Exchange Commission 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 us or any person acting on
our 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 4.  Submission of Matters to a Vote of Security Holders

         On August 23, 2005, the Company held its annual meeting of
stockholders. The total number of shares entitled to be voted at the meeting was
38,300,000. At the meeting the shareholders were asked to vote on the following
matter:

         1)       To amend our Articles of Incorporation to increase our capital
                  stock from 50,000,000 shares of common stock to 150,000,000
                  shares of common stock and 20,000,000 shares of preferred

                                       20
<PAGE>

                  stock. 22,236,872 shares voted in favor no shares voted
                  against and no shares abstained from voting on an amendment to
                  our Articles of Incorporation to increase our capital stock.

         2)       To authorize our Board of Directors to change the domicile of
                  the corporation from Utah to Nevada. 22,236,872 shares voted
                  in favor no shares voted against and no shares abstained from
                  voting to authorize our Board of Directors to change the
                  domicile of the corporation.

         3)       To elect three individuals to our Board of Directors and
                  maintain two vacancies on the Board of Directors until such
                  time as the Board of Directors can identify and appoint
                  qualified candidates to serve as directors, including at least
                  on candidate who can serve as an independent director and a
                  "financial expert." The following individuals were elected as
                  Directors to serve for a term of one year and until their
                  respective successors shall be elected:

                                                            For         Abstain
                                                            ---         -------

                  Marat Cherdabayev                      22,236,872        -0-
                  James Gunnell                          22,236,872        -0-
                  Dosan Kassymkhanuly                    22,236,872        -0-
                  Maintain two vacant directorships      22,236,872        -0-

         4)       To ratify the appointment of Hansen, Barnett and Maxwell as
                  our independent registered accounting firm for the 2005 fiscal
                  year. 22,236,872 shares voted in favor no shares voted against
                  and no shares abstained from voting to ratify the appointment
                  of Hansen, Barnett and Maxwell.

         No other items were submitted to a vote of our shareholders at the
meeting.

Item 6.  Exhibits

         Exhibits. The following exhibits are included as part of this report:

                  Exhibit No.                     Exhibit
                  -----------                     -------

                  Exhibit 31.1      Certification of Principal Executive Officer
                                    pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002

                  Exhibit 31.2      Certification of Principal Financial Officer
                                    pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002

                  Exhibit 32.1      Certification of Principal Executive Officer
                                    pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002

                  Exhibit 32.2      Certification of Principal Financial Officer
                                    pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002

                                       21
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              BEKEM METALS, INC.



November 21, 2005                             By:  /s/ Marat Cherdabayev
                                                 -------------------------------
                                                 Marat Cherdabayev,
                                                 Principal Executive Officer



November 21, 2005                             By: /s/ James Gunnell
                                                 -------------------------------
                                                 James Gunnell,
                                                 Principal Financial Officer

                                       22