**EXHIBIT 31.1**

 

**CERTIFICATION OF PRINCIPAL EXECUTIVE 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-2 of Bekem Metals, Inc.;

 

2.           Based            on my knowledge, this amended 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 report;

 

3.           Based on            my knowledge, the financial statements, and other financial information included in            this amended report, fairly present in all material respects the financial condition,            results of operations and cash flows of the small business issuer as of, and for, the            periods presented in this amended report;

 

4.           The            small business issuer’s other certifying officer(s) 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 small business issuer 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 small business issuer, including its consolidated            subsidiaries, is made known to us by others within those entities, particularly during            the period in which this amended report is being prepared;

             

(b) evaluated the effectiveness of the small business issuer’s            disclosure controls and procedures and presented in this amended report our conclusions            about the effectiveness of the disclosure controls and procedures as of the end of the            period covered by this amended report based on such evaluation; and

             

(c) disclosed in this amended report any change in the small business            issuer’s internal control over financial reporting that occurred during the small            business issuer’s most recent fiscal quarter, (the small business issuer’s            fourth fiscal quarter in the case of an annual report), that has materially affected,            or is reasonably likely to materially affect, the small business issuer’s            internal control over financial reporting.

 

5.           The            small business issuer’s other certifying officers and I have disclosed, based on            our most recent evaluation of internal control over financial reporting, to the small            business issuer’s auditors and the audit committee of the small business            issuer’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 2, 2008 | By: /s/ Yermek Kudabayev    |
|---------------------|-----------------------------|
|                | Yermek Kudabayev            |
|                | Principal Executive Officer |