EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


         I, James Gunnell, certify that:

         (1) I have reviewed this Annual Report on Form 10-KSB of Bekem Metals,
Inc. (the "Company");

         (2) Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Annual Report;

         (3) Based on my knowledge, the financial statements, and other
financial information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Annual Report;

         (4) The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

         (a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision to
ensure that material information relating to the Company, including its
consolidated subsidiary, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

          (b) Evaluated the effectiveness of the Company's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this Annual Report based on such evaluation; and

         (c) Disclosed in this Annual Report any change in the Company's
internal controls over financial reporting that occurred during the Company's
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial reporting;
and

         (5) The Company's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Company's auditors and the audit committee of the Company's board of
directors (or persons fulfilling the equivalent function):

         (a) All significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the Company's ability to record, process, summarize
and report financial information; and

         (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal controls
over financial reporting.



Date: April 15, 2005                              By: /s/ James Gunnell
                                                     ---------------------------
                                                     James Gunnell,
                                                     Principal Financial Officer