EXHIBIT 31.2

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


         I, Yermek Kudabayev, certify that:

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

         (2) Based on my knowledge, this amended 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 amended Annual Report;

         (3) Based on my knowledge, the financial statements, and other
financial information included in this amended 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 amended
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(e) and 15d-15(e)) 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
                  amended Annual Report based on such evaluation; and

         (c)      Disclosed in this amended 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.

         (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: May 8, 2006                           By: /s/ Yermek Kudabayev
                                                --------------------------------
                                                Yermek Kudabayev,
                                                Principal Financial Officer