UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Transition Period From ________ to _________

Commission File Number 0-50218

BEKEM METALS, INC.

Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Utah		87-0669131
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
149 Kyz Zhibek Street, Office 11,
Almaty, Kazakhstan		050020
(Address of principal executive offices)		(Zip Code)

Washington, DC 20549

+7 (727) 227-94-05
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes o No o

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ________ to _________

Commission File Number 0-50218

BEKEM METALS, INC.

(Exact name of registrant as specified in its charter)

Utah		87-0669131
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Sankibai Batyr Ave., 14D
Aktobe city, Republic of Kazakhstan		030000
(Address of principal executive offices)		(Zip Code)

+7 (7132) 55-75-54
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x As of ~~April~~July 3028, 2010, the registrant had 124,980,296 shares of common stock, par value $0.001, issued and outstanding.

BEKEM METALS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

		Page
Item 1. Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2010 and December 31, 2009	3
	Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2010 and December 31, 2009	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2010 and 2009, and for the Period from March 5, 2004 (Date of Inception) through March 31, 2010	4
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months and Six Months Ended June 30, 2010 and 2009, and for the Period from March 5, 2004 (Date of Inception) through June 30, 2010	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2010 and 2009, and for the Period from March 5, 2004 (Date of Inception) through March 31, 2010	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2010 and 2009, and for the Period from March 5, 2004 (Date of Inception) through June 30, 2010	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1615
Item 3. Qualitative and Quantitative Disclosures About Market Risk		24
Item 4T. Controls and Procedures		25
Item 4. Controls and Procedures		25
PART II — OTHER INFORMATION
Item 1A. Risk Factors		2627
Item 6. Exhibits		26
Item 5. Other Information		27
Signatures		27
Item 6. Exhibits		27
Signatures		28

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BEKEM METALS, INC. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
		March 31,			December 31,
			June 30,			December 31,
		~~2010~~	2010		~~2009~~	2009
ASSETS
Current Assets
Cash	$	~~101,312~~$	16,014	$	~~534,619~~$	534,619
Trade accounts receivable		~~30,069~~	50,068		~~22,439~~	22,439
VAT recoverable		~~181,217~~	174,979		~~179,012~~	179,012
Inventories		~~545,178~~	547,490		~~542,245~~	542,245
Prepaid expenses and other current assets		~~74,191~~	77,408		~~46,444~~	46,444
Deferred compensation		-	-		~~6,390~~	6,390
Total Current Assets		~~931,967~~	865,959		~~1,331,149~~	1,331,149
Property, plant and mineral interests (net of accumulated
depreciation of $589,565 and $564,990)		2,816,925			2,852,697
depreciation of $642,134 and $564,990)			2,729,954			2,852,697
Other assets		~~20,644~~	20,184		~~41,883~~	41,883
Total Assets	$	~~3,769,536~~$	3,616,097	$	~~4,225,729~~$	4,225,729
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Notes payable to related parties	$	~~2,031,981~~$	2,031,981	$	~~2,031,981~~$	2,031,981
Accounts payable		~~188,801~~	326,127		~~122,610~~	122,610
Accrued expenses		~~167,314~~	247,419		~~151,064~~	151,064
Total Current Liabilities		~~2,388,096~~	2,605,527		~~2,305,655~~	2,305,655
Asset retirement obligations		~~953,504~~	985,623		~~911,297~~	911,297
Total Liabilities		~~3,341,600~~	3,591,150		~~3,216,952~~	3,216,952
Commitments and Contingencies		-	-		-	-
Shareholders' Deficit
Preferred stock; $0.001 par value, 20,000,000 shares authorized,
no shares outstanding		-	-		-	-
Common stock; $0.001 par value, 300,000,000 shares authorized,
and 124,980,296 shares issued and outstanding		~~124,980~~	124,980		~~124,980~~	124,980
Additional paid-in capital		~~28,387,055~~	28,387,055		~~28,387,055~~	28,387,055
Accumulated deficit		~~(30,613,114)~~	(31,074,045)		~~(30,229,302)~~	(30,229,302)
Accumulated other comprehensive income		~~2,529,015~~	2,586,957		~~2,726,044~~	2,726,044
Total Shareholders' Deficit		~~427,936~~	24,947		~~1,008,777~~	1,008,777
Total Liabilities and Shareholders' Deficit	$	~~3,769,536~~$	3,616,097	$	~~4,225,729~~$	4,225,729

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

BEKEM METALS, INC. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
		For the Three Months Ended March 31,				For the Period from March 5, 2004 (Date of Inception) through
		For the Three Months Ended June 30,						For the Six Months Ended June 30,				For the Period from March 5, 2004 (Date of Inception) through
		2010		~~2009~~	2009	~~March 31, 2010~~		2010		2009		June 30, 2010
Revenue	$	-	$	-$	$-	-	$	-	$	-	$	-
Operating Expenses
General and administrative expenses		~~555~~479,~~004~~408		~~647,056~~	648,738	~~13,992,427~~		1,034,412		1,295,794		14,471,835
Research and development costs		-		-	-	~~1,057,970~~		-		-		1,057,970
Exploratory costs		548,~~169~~638		~~11,876~~	4,729	~~2,969,926~~		62,807		16,605		2,978,564
Loss from impairment of property		-		-	-	~~10,243,178~~		-		-		10,243,178
Accretion expense on asset retirement obligations		34,~~326~~743		~~13,827~~	12,776	~~634,179~~		69,069		26,603		668,922
Grant compensation expense		~~6,390~~-		~~154,295~~	83,333	~~1,473,681~~		6,390		237,628		1,473,681
Total Operating Expenses		~~649~~522,~~889~~789		~~827,054~~	749,576	~~30,371,361~~		1,172,678		1,576,630		30,894,150
Loss From Operations		(~~649~~522,~~889~~789)		~~(827,054)~~	(749,576)	~~(30,371,361)~~		(1,172,678)		(1,576,630)		(30,894,150)
Other Income/(Expense)
Exchange gain from remeasurement		~~(3,588)~~136		~~360~~	1,239	~~48,146~~		(3,452)		1,599		48,282
Exchange (loss) gain		218,568		(2,802,998)		(2,718,310)
Exchange (gain) loss		(60,586)			92,164			157,982		(2,710,834)		(2,778,896)
Interest income		~~1,265~~20		~~74,517~~	183	~~708,515~~		1,285		74,700		708,535
Interest expense		-		-	-	~~(1,337,317)~~		-		-		(1,337,317)
Other income, net		49122,~~832~~288		~~34,140~~	173,449	~~1,001,190~~		172,120		207,589		1,123,478
Net Other Income/(Expense)		~~266~~61,~~077~~858		~~(2,693,981)~~	267,035	~~(2,297,776)~~		327,935		(2,426,946)		(2,235,918)
Loss from Continuing Operations		(~~383~~460,~~812~~931)		~~(3,521,035)~~	(482,541)	~~(32,669,137)~~		(844,743)		(4,003,576)		(33,130,068)
Income (Loss) from Discontinued Operations		-			(80,412)			-		71,229		(1,475,786)
(including gain on disposal of Kaznickel of $6,082,390 in 2009)		-		151,641		(1,475,786)
Net Loss Before Taxes		(460,931)			(562,953)			(844,743)		(3,932,347)		(34,605,854)
Net Loss Before Taxes		(383,812)		(3,369,394)		(34,144,923)
Deferred tax benefit		-			-			-		-		3,390,601
Deferred tax benefit		-		-		3,390,601
Consolidated Net Loss		(460,931)			(562,953)			(844,743)		(3,932,347)		(31,215,253)
Consolidated Net Loss		(383,812)		(3,369,394)		(30,754,322)
Less: Loss attributable to noncontrolling interests		-			-			-		-		141,208
Less: Loss attributable to noncontrolling interests		-		-		141,208
Net Loss Attributable To Shareholders of Bekem Metals Inc.	$	(460,931)		$	(562,953)		$	(844,743)	$	(3,932,347)	$	(31,074,045)
Net Loss Attributable To Shareholders of Bekem Metals Inc.	$	(383,812)	$	(3,369,394)	$	(30,613,114)
Basic Loss per Common Share
Basic Loss per Common Share
Loss from continuing operations	$	0.00		$	0.00		$	(0.01)	$	(0.03)
Loss from continuing operations	$	(0.00)	$	(0.03)
Income from discontinued operations		0.00			0.00			0.00		0.00
Income from discontinued operations		-		0.00
Consolidated net loss	$	0.00		$	0.00		$	(0.01)	$	(0.03)
Consolidated net loss	$	(0.00)	$	(0.03)
Weighted-Average Shares used in
Weighted-Average Shares used in
Basic Loss per Common Share		124,980,296			125,172,011			124,980,296		125,172,011
Basic Loss per Common Share		124,980,296		125,172,011

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

BEKEM METALS, INC. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
		For the Three Months Ended March 31,					For the Period from March 5, 2004 (Date of Inception) through
	For the Six Months Ended June 30,						For the Period from March 5, 2004 (Date of Inception) through
	2010	~~2010~~		2009			~~March~~June 3130, 2010
Cash Flows from Operating Activities
Net loss	$	(~~383~~844,~~812~~743)	$	~~(3,369,394)~~$	(3,932,347)	$	~~(30,613,114)~~$	(31,074,045)
(Income) Loss from discontinued operations		-		(151,641)			1,475,786
(Income) loss from discontinued operations		-			(71,229)			1,475,786
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization		51101,~~446~~264		~~57,834~~	108,133		~~894,511~~	944,329
Accretion expense on asset retirement obligations		3469,~~326~~069		~~13,827~~	26,603		~~634,179~~	668,922
Interest expense from debt discount		-		-	-		~~963,231~~	963,231
Shares issued on option modification		-		-	-		~~19,426~~	19,426
Deferred tax benefit		-		-	-		~~(3,390,601)~~	(3,390,601)
Foreign currency exchange loss / (gain) and loss / (gain) from remeasurement		(~~214~~154,~~980~~530)		~~2,827,642~~	2,709,235		~~2,670,164~~	2,730,614
Impairment loss on property, plant and mineral interests		-		-	-		~~10,243,178~~	10,243,178
Loss / (gain) on disposal of property and equipment		24(8,~~596~~023)		~~22,364~~	24,210		~~(71,448)~~	(104,067)
Stock grant compensation expense		6,390		~~154,295~~	237,628		~~1,473,681~~	1,473,681
Change in operating assets and liabilities:
Trade accounts receivable		(727,~~410~~569)		~~26,546~~	(2,741)		~~(30,003)~~	(50,162)
VAT recoverable		~~(681)~~5,153		~~(3,726)~~	(21)		~~(121,415)~~	(115,581)
Inventories		(1,~~668~~955)		~~7,996~~	23,193		~~(538,549)~~	(542,172)
Prepaid expenses and other current assets		(1917,~~308~~422)		~~(62,959)~~	(26,467)		~~(96,339)~~	(94,453)
Change in related party receivables / payables		-		-	-		~~(206,171)~~	(206,171)
Accounts payable		65192,~~551~~104		~~77,057~~	54,385		~~23,598~~	150,151
Advances received		-11,328		~~(51,762)~~	(42,457)		-	11,328
Accrued expenses		782,~~290~~881		~~(67,593)~~	183,999		~~560~~	76,151
Cash From Operating Activities - Continuing operations		(~~434~~586,~~924~~053)		~~(519,514)~~	(707,876)		~~(16,669,326)~~	(16,820,455)
Cash From Operating Activities - Discontinuing operations		-		(1,904)			(5,816,257)
Cash From Operating Activities - Discontinued operations		-			(1,904)			(5,816,257)
Net Cash From Operating Activities		(~~434~~586,~~924~~053)		~~(521,418)~~	(709,780)		~~(22,485,583)~~	(22,636,712)
Cash Flows from Investing Activities
Purchase of property and equipment		-		-	(38,382)		~~(4,051,384)~~	(4,051,384)
Purchase of intangible assets		(302)		-	(624)		~~(47,221)~~	(47,221)
Proceeds from disposal of property and equipment		265,~~001~~859		~~149,805~~	159,300		~~473,218~~	537,076
Loans provided to related parties		-		-	-		~~(14,900,000)~~	(14,900,000)
Cash received from sale of subsidiary		-		~~500,000~~	500,000		~~5,000,000~~	5,000,000
Cash acquired in acquisitions / received from discontinued operations		-		-	-		~~52,364~~	52,364
Cash From Investing Activities - Continuing operations		165,~~699~~557		~~649,805~~	620,294		~~(13,473,023)~~	(13,409,165)
Cash From Investing Activities - Discontinuing operations		-		-			425,377
Cash From Investing Activities - Discontinued operations		-			-			425,377
Net Cash From Investing Activities		165,~~699~~557		~~649,805~~	620,294		~~(13,047,646)~~	(12,983,788)
Cash Flows from Financing Activities
Proceeds from notes payable		-		-	-		~~13,946,817~~	13,946,817
Payments on notes payable		-		-	-		~~(21,649,038)~~	(21,649,038)
Proceeds from loans / notes payable - related parties		-		-	-		~~18,210,606~~	18,210,606
Payments on loans / notes payable - related parties		-		-	-		~~(6,815,004)~~	(6,815,004)
Issuance of shares for cash		-		-	-		~~26,728,842~~	26,728,842
Cash From Financing Activities - Continuing operations		-		-	-		~~30,422,223~~	30,422,223
Cash From Financing Activities - Discontinuing operations		-		-			4,979,594
Cash From Financing Activities - Discontinued operations		-			-			4,979,594
Net Cash From Financing Activities		-		-	-		~~35,401,817~~	35,401,817
Effect of Exchange Rate Changes on Cash		~~(82)~~1,891		~~(3,456)~~	(3,396)		~~232,724~~	234,697
Net (Decrease) / Increase in Cash		(~~433~~518,~~307~~605)		~~124,931~~	(92,882)		~~101,312~~	16,014
Cash at Beginning of Period		534,619		~~115,459~~	115,459		-	-
Cash at Beginning of Period - Discontinued Operations		-		~~185~~	185		-	-
Cash at End of Period		~~101~~16,~~312~~014		~~240,575~~	22,762		~~101,312~~	16,014
Less Cash of Discontinued Operations at End of Period		-		~~(37)~~	(37)		-	-
Cash of Continuing Operations at End of Period	$	~~101~~16,~~312~~014	$	~~240,538~~$	22,725	$	~~101,312~~$	16,014

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

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

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

Interim Financial Information – The accompanying condensed consolidated financial statements have been prepared in ~~accordance~~ accordance with accounting principles generally accepted in the United States of ~~America~~ America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they are condensed and do not include all of the information and notes required by by accounting principles generally accepted in the United States of America for complete financial statements. 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. The accompanying financial statements should be read in conjunction with the most recent audited financial statements of Bekem Metals, Inc. included in its annual report on Form 10-K filed for the year ended December 31, 2009. Operating results for the ~~three~~six-month period ended ~~March~~June 3130, 2010 are not necessarily indicative of the results that may be ~~expected~~ expected for the year ending December 31, 2010.

Basis of Presentation

Company History – The Company was incorporated in the State of Utah under the name EMPS Research Corporation on January 30, 2001. The name was changed to Bekem Metals, Inc. (“BMI”, “Bekem” or the “Company”) on February 9, 2005 following the reverse acquisition with Condesa Pacific, S.A. (“Condesa”) discussed below. The Company’s primary business focus has been exploring for nickel, cobalt and other minerals in Kazakhstan. The Company’s operations are considered to be at the exploratory stage.

Bekem Metals, Inc. – Condesa and its wholly owned subsidiary Kaznickel, LLP (“Kaznickel”) acquired Bekem in a reverse acquisition on January 28, 2005. On July 24, 2006, Condesa transferred its interest in Kaznickel to Bekem, making Kaznickel a wholly-owned subsidiary of Bekem. On September 30, 2006, Bekem sold Condesa to a third party for a nominal value. Also, during 2009 Bekem sold Kaznickel to a third party for 280,000 Kazakh ~~tenge~~Tenge (KZT) (approximately $1,867 U.S. Dollars (USD)) and for repayment of $5,000,000 worth of loans owed to Bekem by Kaznickel.

On October 24, 2005, Bekem Metals, Inc. entered into an Acquisition Agreement with Kazakh Metals, Inc. (“KMI”), a British Virgin Islands international business company, and its wholly owned subsidiary Kyzyl Kain Mamyt LLP (“KKM”), under which BMI acquired 100% of the outstanding common shares of KMI in exchange for the issuance of 61,200,000 common shares. The KMI shareholders received 61.1% of the BMI common stock outstanding after the transaction and therefore KMI was considered the acquirer for financial reporting purposes. Accordingly, the accompanying financial statements include financial statements of KMI and its wholly owned subsidiary KKM for all periods presented.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

Brisa Equities Corporation, a British Virgin Islands holding company (“Brisa”), together with other entities its owners control, was the controlling shareholder of KMI and was also the controlling shareholder of BMI. Accordingly, the transaction was considered to be between entities under common control and did not result in a change in control of BMI. Following the transaction, entities over which the controlling shareholder maintained voting and investment control held 51,600,000 BMI common shares, which represented 51.5% of the 100,088,888 outstanding common shares. The acquisition of the portion of the net liabilities of BMI relating to the common shares owned by the controlling shareholder was recorded at historical cost of $($161,998). The acquisition of the common shares of BMI purchased from the noncontrolling shareholders of BMI were recorded at $345,000, which was the estimated fair value of those shares on the date of acquisition. KMI accounted for the purchase of BMI similar to a pooling.

Basis of Presentation – The accompanying condensed consolidated financial statements include the accounts of Bekem and its wholly owned subsidiaries KMI ~~and~~ and KKM. Intercompany accounts and transactions have been eliminated in in consolidation. The results of operations of KMI and BMI were combined for all periods prior to the acquisition, with recognition of the noncontrolling interest in BMI; the operations of BMI and KMI are consolidated from October 24, 2005.

Condesa and Kaznickel are included in the condensed consolidated financial statements from the date of acquisition to the date of disposal. The three~~-month~~ and six month operations of Kaznickel during 2009 were presented in the Company’s condensed consolidated financial statements as income from discontinued operations.

Foreign Currency Transactions – The condensed consolidated financial statements are presented in U.S. ~~dollars~~Dollars. The functional currency of Bekem Metals, Inc. is United States Dollars ~~(USD)~~.

The Kazakh Tenge ~~(KZT)~~ is the functional currency of the operating subsidiary, KKM. ~~The~~ The respective balance sheets have been translated into USD at the exchange ~~rates~~ rates prevailing at each balance sheet date. The respective statements of ~~operations~~ operations have been translated into USD using the average exchange rates prevailing during the periods of each statement. The corresponding translation adjustments are part of accumulated other comprehensive income and are shown as part of shareholders’ equity.

Kaznickel made its principal investing and financing transactions in USD, which was also its functional currency. Transactions and balances denominated in other currencies were translated into USD using historical exchange rates. Exchange gains and losses from holding foreign currencies and having liabilities payable in foreign currencies were included in the results of operations.

Nature of Business

The Company holds licenses to explore mineral resource properties.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

~~KKM holds~~Nature ~~exploration and production licenses from the government~~ of Kazakhstan to a 575,756 acre parcel, located approximately 130 kilometers northwest of Aktobe, Kazakhstan. This deposit is referred to as the Kempirsai deposit. The licenses grant KKM the right to explore for and produce nickel and cobalt from deposits located within the territory through October 12, 2020, which may be extended upon agreement between KKM and the Ministry of Energy and Mineral Resources (MEMR). 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. Because the Company does not have a reserve estimate for its deposits that conforms to the standards of Industry Guide 7 issued by the U. S. Securities and Exchange Commission, its operations were considered to be at the exploratory stage for 2010 and 2009Business

~~KKM~~The ~~contracts~~Company ~~and~~holds licenses ~~call~~to ~~for~~explore ~~the~~mineral ~~extraction~~resource ~~of the following amounts of ore from the Kempirsai deposit and brown coal from the Mamyt deposit and the following investments in the ore mining and processing technology:~~properties.

KKM holds exploration and production licenses from the government of Kazakhstan to a 575,756 acre parcel, located approximately 130 kilometers northwest of Aktobe, Kazakhstan. This deposit is referred to as the Kempirsai deposit. The licenses grant KKM the right to explore for and produce nickel and cobalt from deposits located within the territory through October 12, 2020, which may be extended upon agreement between KKM and the Ministry of Energy and Mineral Resources (“MEMR”). KKM also holds a license to explore for and produce Mamyt brown coal from a deposit located within 40 kilometers of its Kempirsai deposit. This license expires on December 11, 2018 with further possible extensions. Because the Company does not have a reserve estimate for its deposits that conforms to the standards of Industry Guide 7 issued by the U.S. Securities and Exchange Commission, its operations were considered to be at the exploratory stage for 2010 and 2009.

KKM contracts and licenses call for the extraction of the following amounts of ore from the Kempirsai deposit and brown coal from the Mamyt deposit and the following investments in ore mining and processing technology:

	Kempirsai		Mamyt (1)
	Tons of Ore	Investments, $	Tons of Brown Coal
2009	-	6,000,000	200,000
2010	-	26,500,000	200,000
2011	-	42,000,000	200,000
2012	-	36,500,000	200,000
2013	800,000	2,400,000	200,000
2014	800,000	2,000,000	200,000
2015	1,000,000	2,000,000	200,000
2016	1,000,000	2,000,000	200,000
2017	1,500,000	1,000,000	200,000
2018	1,500,000	1,000,000	200,000
2019	1,600,000	1,000,000
2020	1,234,900	1,000,000
Total	9,434,900	123,400,000	2,000,000

(1) In December 2009 KKM received a letter from the MEMR granting KKM’s request to decrease the coal volume production requirements of its work program from 200,000 tons per year to 5,000 tons per year for the period from 2009 to 2012. WeThese ~~anticipated~~changes anare ~~addendum~~not toreflected ~~this~~in ~~license~~the ~~memorializing~~above ~~the~~table and will not be reflected until these changes toare legally approved by the ~~annual~~government ~~work~~by ~~program~~the ~~requirements~~signing toof bea ~~prepared~~new ~~some~~addendum ~~time~~to inthe ~~May~~existing ~~2010.~~subsoil ~~However,~~use ~~preparation~~contract. Signing of the addendum ~~may~~by bethe ~~postponed~~government tohas ~~later~~not ~~dates~~yet occurred due to recent reorganizations inwithin the government of the Republic of Kazakhstan and creation of the new Ministry of Industry and New Technologies (MINT) in March 2010 to assume the responsibilities of the MEMR with regard to non-oil-related licenses. ~~These~~The ~~changes~~Company ~~are~~anticipates ~~not~~an ~~reflected~~addendum into ~~the~~this ~~above~~license ~~table~~memorializing ~~and~~the ~~will be reflected when these~~ changes ~~are~~to ~~legally approved by~~ the ~~government~~annual bywork ~~the~~program ~~signing~~requirements ~~of a new addendum~~ to ~~the~~be ~~existing~~signed ~~subsoil~~by ~~use~~MINT ~~contract.~~sometime ~~See~~in ~~Note~~August ~~8 for further discussion of this addendum~~2010.

Business Condition – The financial crisis impacting the global economy has had a material effect on the Company’s business. Metal prices fell sharply in 2008, making future forecasts problematic and projected financial models unprofitable. Although prices have recovered some during 2009 and the first three months of 2010, they still remain vulnerable due to the continuing global economic crisis making the Company’s access to equity and/or debt financing temporarily impossible. In light of the uncertain economic environment, the Company has been looking for private investors and/or potential purchasers of some of the Company’s assets.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

~~The~~Business ~~Kempirsai~~Condition ~~deposits~~– ~~have~~The ~~not~~financial ~~yet~~crisis ~~entered~~impacting the ~~development~~global ~~stage~~economy ~~with~~has ~~respect~~had toa ~~their~~material ~~mineral~~effect ~~interests~~on the Company’s business. Metal prices fell sharply in 2008, making future forecasts problematic and ~~have~~projected nofinancial ~~production~~models unprofitable. Although ~~The~~prices ~~Company~~recovered ~~has~~some ~~realized~~during ~~only~~2009 and the first six months of 2010, ~~limited~~they ~~revenue~~still ~~from~~remain vulnerable due to the ~~Kempirsai~~continuing ~~deposits~~global ~~and~~economic ~~has~~crisis ~~very~~making the ~~little~~Company’s ~~ability~~access to ~~generate~~ ~~revenue~~equity and/or debt financing temporarily impossible. ~~The~~ ~~Company~~In light ~~does~~of ~~not~~the ~~expect~~uncertain ~~this~~economic toenvironment, ~~change~~the ~~unless~~Company has been looking for itprivate ~~builds~~investors and/or ~~begins~~potential ~~operating~~purchasers aof ~~nickel~~some ~~ore~~of ~~processing~~the ~~plant~~Company’s assets.

~~Because~~The ofCompany’s adeposits ~~lack~~have ~~of funds, KKM did~~ not ~~fully~~yet ~~meet~~entered ~~its~~the ~~2009~~development ~~annual~~stage ~~work~~with ~~program requirements~~respect to ~~invest up to $6 million into development of the Kempirsai~~ ~~deposit,~~their ~~including~~mineral ~~construction~~interests ofand ~~the~~have ~~processing~~no ~~plant~~production. The Company ~~anticipates~~ ~~the~~has ~~need~~realized ~~to seek significant additional funding during fiscal 2010~~only tolimited ~~satisfy~~revenue ~~the~~from ~~2010~~its ~~annual~~deposits ~~work~~and ~~program~~has ~~obligations~~very ~~(to~~little ~~invest~~ability up to ~~$26.5~~generate ~~million) and to satisfy the obligations KKM did not meet in 2009~~revenue. ~~There~~The ~~is no assurance that the~~ Company ~~will~~does benot ~~able~~expect tothis ~~obtain additional funding on favorable terms, or at all. If the Company is unsuccessful in obtaining additional funding during 2010, the Company will likely have insufficient funds~~ to ~~continue~~change ~~operations.~~unless Ifit ~~the Company cannot fulfill the~~builds ~~work program requirements, the Company could be subjected to the possible forfeiture of its subsoil use contracts~~ and ~~licenses~~begins ~~and~~operating ~~current~~a ~~remediation obligations~~nickel ofore ~~approximately~~processing ~~$950,000~~plant.

~~These~~Because ~~factors~~of ~~raise~~a ~~substantial~~lack ~~doubt~~of ~~about~~funds, KKM did not fully meet its 2009 annual work program requirements to invest up to $6 million into development of the Kempirsai deposit, including construction of a processing plant. The Company’s anticipates ~~ability~~the need to seek significant funding during fiscal 2010 to fulfill the 2010 annual work program obligations (to invest up to $26.5 million) and to satisfy the obligations KKM did not meet in 2009 (to invest up to $4.3 million.) There is no assurance that the Company will obtain funding on favorable terms, or at all. If the Company is unsuccessful in obtaining funding during 2010, the Company will have insufficient funds to meet its work program obligations for 2009 and 2010 or to continue asoperations. aIf the Company ~~going~~cannot ~~concern~~fulfill its work program requirements, the Company could be subjected to the possible forfeiture of its subsoil use contracts and licenses and current remediation obligations of approximately $985,000.

~~Exploration~~On April ~~Stage~~21, 2010 KKM received notifications (dated April 6, 2010) from the MINT related to fulfillment of KKM’s contract obligations. The notifications required KKM to provide explanations for non-performance of the Kempirsai and Mamyt work programs. On April 23 and 29, 2010 KKM responded to these notifications with references to delays in signing of the addendum to the nickel and cobalt ore production contract (which was signed in December 2009) and to the recent letter from the MEMR (which was also received in December 2009) granting KKM’s request to decrease the coal volume production requirements of its work program from 200,000 tons per year to 5,000 tons per year for the period from 2009 to 2012. On June 3, 2010 KKM received a response letter from the MINT requesting the Company fulfill its contract obligations (including the unfulfilled obligations of 2009) by the end of 2010.

~~The~~These ~~Company~~factors israise ~~currently~~substantial andoubt ~~exploration~~about ~~stage company. As an exploration stage enterprise,~~ the Company’s ~~discloses~~ability ~~the~~to ~~deficit~~retain ~~accumulated during the exploration~~its ~~stage~~licenses ~~and~~or ~~the~~to ~~cumulative~~continue statements of operations and cash flows from inception through the current balance sheet date. The Company has incurred net losses of $30,613,114 and used net cash in operations of $22,485,583 for the period from March 5, 2004 (date of inception) through March 31, 2010. An entity remains in the exploration stage until such time as ~~proven~~a orgoing ~~probable reserves have been established for its deposits~~concern.

Reclassifications – Certain reclassifications have been made to the 2009 financial information to conform to the current period presentation.

NOTE 2 - CASH AND CASH EQUIVALENTS

The Company considers all demand deposits, money market accounts and marketable securities purchased with an original maturity of three months or less to be cash and cash equivalents. The fair value of cash and cash equivalents approximates their carrying amounts due to their short-term maturity.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

Exploration Stage Company

The Company is currently an exploration stage company. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception through the current balance sheet date. The Company has incurred net losses of $31,074,045 and used net cash in operations of $22,636,712 for the period from March 5, 2004 (date of inception) through June 30, 2010. An entity remains in the exploration stage until such time as proven or probable reserves have been established for its deposits.

Reclassifications – Certain reclassifications have been made to the 2009 financial information to conform to the current period presentation.

NOTE 2 - CASH AND CASH EQUIVALENTS

Cash consists of the following:

		March 31,			December 31,
		June 30,		December 31,
		2010		2009	~~2009~~
Current accounts (USD)	$	21,~~223~~791	$	$19,289	~~19,289~~
Current accounts (Tenge)		399,~~476~~365		75,071	~~75,071~~
Bank deposit (USD)		4,~~918~~858		150,107	~~150,107~~
Bank deposit (Tenge)		~~54,695~~-		290,152	~~290,152~~
Total	$	~~101~~16,~~312~~014	$	$534,619	~~534,619~~

NOTE 3 - PROPERTY, PLANT AND MINERAL INTERESTS

Property, plant and mineral interests consist of the following:

		March 31,		December 31,
		June 30,		December 31,
		2010		2009
Buildings	$	1,~~573~~543,~~965~~912	$	1,562,807
Machinery and equipment		1,~~759~~755,~~287~~112		1,744,464
Other fixed assets		73,~~238~~064		110,416
Unproved mineral interests		-		-
		3,406,490		3,417,687
		3,372,088		3,417,687
Accumulated depreciation		(~~589~~642,~~565~~134)		(564,990)
Property, plant and equipment, net	$	2,~~816~~729,~~925~~954	$	2,852,697

The government of Kazakhstan retains the title to the property upon which the Company’s mineral interests pertain; however, the Company’s mineral interests are considered to be tangible assets.

During December 2009, the Company recognized impairment of $556,500 on its property and equipment to be used in the pilot plant under the Vanyukov’s process. No further impairment of mineral interests was required during the ~~three~~six-month period ended ~~March~~June 3130, 2010.

Bekem acquired two contracts to explore for and extract minerals in connection with the purchase of KKM made in October 24, 2005. One contract is for the exploration and extraction of nickel and cobalt ore from deposits located in an approximately 575,756 acre site in the northwest area of the Republic of Kazakhstan ~~(approximately 130 kilometers northwest of the city of Aktobe, Kazakhstan, near the town of Badamsha, referred to as the “Kempirsai” deposit),~~ which is valid through October 12, 2020. The other contract is for the exploration and extraction of brown coal at the Mamyt deposit located within 40 kilometers of the Kempirsai deposit, which is valid through December 11, 2018. The contracts may be extended upon agreement between KKM and the new Ministry of Industry and New Technologies of the Republic of Kazakhstan (the “MINT”) which was created in March 2010 to assume the responsibilities of the MEMR with regard to non-oil-related licenses.

The allocated purchase price of the mineral interest included a capitalized amount of an acquired asset retirement obligation.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

In January 2009 Kazakhstan adopted a new tax code. The new tax code invalidates tax stability clauses in existing contracts and eliminated tax stability in future contracts. Also, during 2009 KKM received a letter from the MEMR requiring changes/addendums to the tax provisions of its existing subsurface use contracts to make them consistent with the new tax code. Despite the fact that KKM’s existing subsurface use contracts include statements of stabilization of the tax rate with regard to subsurface user taxes (such as royalty, excess profit tax), the MEMR letter required the new tax rates to be applied to existing contracts beginning January 1, 2009. In December 2009 KKM signed an addendum to the Kempirsai subsoil use contract replacing the existing tax rate indicated in the subsoil use contact to be in compliance with the new tax code in exchange for changes in the annual work program proposed by KKM. A similar addendum was expected to be signed for the Mamyt subsoil use contract some time in April 2010. However, preparation of the addendum may be postponed to later dates due to recent reorganizations in the government of the Republic of Kazakhstan and creation of the MINT, as indicated above.

The new tax code introduces a new minerals extraction tax (MET), while canceling royalty payments. In general, MET applies to the value of produced resources which is calculated based on “world” prices. The current MET rate applicable to nickel is set at 6%. The new tax code also makes rent tax applicable to exports of coal (previously applicable only to exports of hydrocarbons). The rent tax at the rate of 2.1% applies to value of exported coal calculated on the basis of the sale prices. The current Mamyt brown coal contract requires a royalty payment equal to nine tenths of one percent (0.9%) of gross coal sales.

Extractive companies are also liable to pay excess profit tax (“EPT”). EPT liability arises when the ratio of aggregate annual income to deductions allowable for EPT purposes relative to operations under a specific subsurface use contract is more than 1.25 for the reporting tax period which, in most cases, is a calendar year. The new tax code provides for an incremental sliding scale of EPT rates ranging from 0% to 60% for various profit levels above the mentioned ratio.

The allocated purchase price of the mineral interest included a capitalized amount of an acquired asset retirement obligation.

NOTE 4 - RELATED PARTY TRANSACTIONS

In March 2008, KKM entered into a preliminary consortium agreement, subject to negotiation of the terms of a definitive agreement, with two Kazakhstani companies, GRK Koitas LLP (“GRK”) and Asia-Invest Corporation LLP (“AI”). GRK and AI are related parties of the Company through a common stockholder. These companies also have exploration and production licenses near the Company'’s Kempirsai deposits in northwestern Kazakhstan. This agreement provides for the joint development and construction of a nickel processing plant in the area for joint use by the parties. Under the preliminary consortium agreement, KKM is considered to be the operator of the Consortium. The preliminary shares of the parties in the Consortium are the following: KKM - 50%; GRK Koitas - 40%; and Asia-Invest - 10%. Under the preliminary consortium agreement, which was amended in November 2009, the parties are obliged to jointly contribute approximately $9.2 million for financing the construction of a processing plant. Of this amount, KKM is obligated to contribute approximately $4.6 million. Also, the parties further agreed to extend the period for final determination of the ownership interests of the parties in the Consortium to December 31, 2010.

The parties have the right to withdraw from the Consortium subject to three months written notice. Consequently, these advances have been classified as current notes payable to related parties and bear no interest since they represent contributions to the Consortium.

As of June 30, 2010 the notes payable to GRK and AI were $1,225,489 and $806,492, respectively.

NOTE 5 – SHAREHOLDERS’ EQUITY

Stock grants and shares cancelled –On March 25, 2008 the board agreed to award to certain executives and key employees of the Company additional restricted stock grants (421,772 shares) with an estimated fair value of $337,418 at the closing market price of common stock on the date of grant ($0.80 per share). Out of this amount, $45,301 (191,715 shares) was reversed in 2009 due to anticipated resignation of Mr. Bitenov, the CFO of the Company.

As of June 30, 2010 there was no unexpensed compensation cost. During 2010 the remaining shares vested. The Company recognized $6,390 and $237,628 of compensation expense for the six months ended June 30, 2010 and 2009, respectively.

NOTE 6 - 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, 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.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

~~Under~~Failure ~~the~~to ~~preliminary~~Satisfy ~~consortium agreement,~~ the ~~parties~~Terms ~~were~~of ~~obliged~~the toSubsoil ~~jointly~~Use ~~contribute approximately~~Contracts ~~$40~~– ~~million~~Under ~~for financing~~ the ~~construction~~subsoil ofuse contracts, the ~~processing plant.~~Company Ofis ~~this~~required ~~amount,~~to ~~KKM~~satisfy ~~was~~the ~~obligated~~annual tominimum ~~contribute~~work ~~approximately $20~~program ~~million~~requirements. ~~KKM~~If ~~received~~the ~~advances~~Company offails ~~KZT~~to ~~2.278~~satisfy ~~billion~~these ~~($18~~commitments,~~862,300~~ asit ofmay ~~December~~be ~~31,~~subject ~~2008)~~to ~~from~~the ~~GRK,~~loss ~~and~~of ~~KZT~~one ~~97.4~~or ~~million~~more ~~($806,492~~of asthe ofsubsoil ~~December~~use ~~31,~~contracts. The ~~2008)~~cancellation ~~from~~of ~~AI,~~the ~~which~~contracts ~~were~~would tohave bea ~~used~~material adverse ~~for~~effect ~~construction~~on the Company’s business, results of aoperations ~~processing~~and ~~plant.~~financial ~~The~~condition. While ~~parties~~the ~~have~~Company ~~the~~does ~~right~~not toexpect ~~withdraw~~any ~~from~~other ~~the~~penalties ~~Consortium~~and fines, ~~subject~~except tothe ~~three months~~loss ~~written~~of ~~notice.~~one ~~Consequently,~~or ~~these~~more ~~advances~~of ~~have~~the ~~been~~subsoil ~~classified~~use ~~as current~~contracts, ~~notes~~KKM ~~payable~~is required to ~~related~~remove ~~parties~~all equipment and ~~bear~~remediate nothe ~~interest~~property ~~since~~where ~~they~~the ~~represent~~remediation ~~contributions~~costs toare currently estimated at the ~~Consortium~~level up to $985,000.

~~When~~Annual ~~the~~Work ~~Company~~Program ~~received~~– ~~the~~Historically, ~~advance~~it ~~payments~~has ~~from~~been ~~GRK~~the ~~and~~practice ~~AI,~~of the ~~parties~~MEMR ~~had~~that ~~not~~if ~~yet~~a ~~selected~~subsurface ~~the~~user ~~technology~~could tonot befulfill ~~implemented~~certain conditions for ~~processing~~a ~~the~~specific ~~Kempirsai~~year, ~~ore and~~for ~~therefore~~any reason, ~~they~~then ~~had~~the ~~not~~work ~~yet~~program ~~developed~~requirements ~~the~~of ~~Consortium’s~~that ~~detailed~~year ~~plan~~would ~~for~~be ~~capital~~extended to ~~expenditures.~~the ~~The~~next ~~technology~~year. This ~~(Vanyukov~~was ~~process)~~done ~~for~~because the ~~processing~~obligations ~~plant~~of ~~was~~subsoil users ~~selected~~were intypically ~~September~~set ~~2008~~forth ~~only~~on ~~after~~the ~~completion~~basis of the ~~initial~~full ~~pilot~~duration ~~testing~~ of the subsoil use ~~various~~contract, ~~technologies~~rather ~~capable~~than ofon ~~processing~~an ~~nickel~~annual ~~ore~~basis. ~~The~~ ~~technology~~On June 24, 2010 the new law “On ~~was~~Subsoil ~~selected~~and ~~based~~Subsoil onUse” was signed by the ~~results~~President of the ~~testing~~Republic ~~and~~of Kazakhstan. The ~~the~~new ~~preliminary~~law ~~feasibility~~replaces both a 1995 “Law on Petroleum” and ~~study~~similar ~~report~~regulations enacted in 1996 under the same name.

InThe ~~May~~new ~~2008~~subsoil ~~Latimer,~~law ~~one~~seeks to maximize the protection of the ~~major~~interests ~~shareholders~~of inthe ~~GRK~~state ~~and~~– AIthe owner of the subsoil. As a result, ~~applied~~the new subsoil law allows the government to annul contracts in the extractive sector if they are deemed to be harmful to ~~Company~~Kazakhstan's ~~with~~economic asecurity ~~request~~or national interests. Also, the new subsoil legislation removed the issuance of joint exploration and development licenses, except for projects of a ~~loan~~strategic importance and/or with complicated geological structure. OnThe ~~May~~regulation 22of disputes between subsurface users and the government was not changed and allow both settlements in the courts of Kazakhstan and international arbitration. Currently, ~~2008~~there is no legislatively fixed mechanism governing the ~~Company~~development ~~signed~~of aannual ~~Note~~work programs or for the ~~Agreement~~independent determination of compliance by the subsurface user with ~~Latimer~~the parameters ~~Assets~~of ~~Inc~~the annual work program. ~~Pursuant~~The todetermination is currently being made at the ~~terms~~discretion of officials employed by the ~~Note~~authorized ~~Agreement~~governmental body. Based solely on their own discretion, these officials have the authority to suspend the ~~Company~~activities ~~loaned~~of $7the subsurface user even for a minor breach of the detailed annual work program. These facts,~~400,000~~ coupled with the right of the competent body to ~~Latimer~~unilaterally ~~Assets~~terminate ~~Inc.~~a ~~(“Latimer”).~~subsoil ~~The~~user’s ~~note~~contract ~~was~~if the ~~originally~~contractor ~~interest~~materially ~~free.~~breaches ~~Latimer~~the ~~owns~~subsoil ~~substantial~~use ~~interests~~contract inobligations, ~~GRK~~indicates there ~~and~~is a risk that one or more of the Company’s subsoil use contracts could be AIcancelled.

~~On June~~Kazakhstan ~~19,~~Business ~~2008~~Environment ~~the~~– ~~Company~~As ~~and~~an ~~Latimer~~emerging ~~entered~~market, ~~into~~Kazakhstan ~~Addendum~~has #a 1legal ~~to the Note Agreement~~and ~~whereby~~regulatory ~~the~~infrastructure ~~Company~~that ~~agreed~~is tonot ~~loan~~as anmature ~~additional~~and ~~$7,500,000~~stable toas ~~Latimer,~~those usually ~~increasing~~existing ~~the~~in ~~total~~more ~~note~~developed ~~amount~~free tomarket ~~$14,900,000~~economies. ~~The~~As ~~total~~a ~~note~~result, ~~was provided at~~operations ancarried ~~interest~~out ~~rate~~in ofKazakhstan 2%can ~~per~~involve ~~annum.~~risks ~~Interest~~and ~~was~~uncertainties ~~charged~~that onare anot typically ~~monthly~~associated ~~basis~~with ~~and was~~those ~~payable~~in asdeveloped amarkets. ~~lump-sum~~The ~~payment~~instability atassociated with the ~~date~~ongoing oftransformation ~~the~~process ~~note~~to ~~repayment.~~a ~~The~~market ~~Company ceased~~economy ~~accruing~~can ~~interest~~lead onto changes in the ~~note~~business ~~since~~conditions ~~March~~in ~~31,~~which ~~2009~~the ~~upon~~Company ~~consent~~currently ~~of both parties~~operates. ~~The~~Changes ~~balance of~~ in the ~~note~~political, ~~receivable~~legal, ~~from~~tax ~~related~~or ~~party~~regulatory atenvironment ~~that~~could ~~time~~adversely ~~was~~impact the ~~$15,140,828~~Company’s operations.

Pursuant to a Pledge Agreement dated May 22, 2008 between the Company, its subsidiary, KKM, GRK and AI, the Latimer note receivable was secured by a pledge of a cumulative 39% interest in the Consortium. The 39% interest consists of 31% of GRK’s 40% interest in the Consortium and 8% of AI’s 10% interest in the Consortium.

On September 15, 2009 Bekem, KKM, GRK and Latimer Assets Inc. executed an Assignment and Assumption Agreement, dated August 13, 2009 (the “Assignment Agreement”). Pursuant to the Assignment Agreement, the Company’s receivable from Latimer was satisfied with a corresponding reduction in the payable to GRK.

On November 11, 2009 KKM and GRK entered into the Offset Agreement. Pursuant to the terms of the Offset Agreement, GRK and KKM agreed to partially offset KZT 2,282,328,413 (equivalent to $15,136,811 at the currency conversion rate of KZT 150.78 per $1 on November 11, 2009) owed by GRK to KKM.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

OnIn ~~November~~January ~~11,~~ 2009 ~~KKM,~~Kazakhstan ~~GRK~~adopted ~~and~~a AInew ~~also~~tax ~~executed~~code. The annew ~~Addendum~~tax ~~#2 to the Joint~~code ~~Activity~~invalidates ~~Agreement~~tax ~~(Addendum~~stability ~~#2”)~~clauses toin ~~reflect~~existing ~~certain~~contracts ~~changes~~and ineliminated ~~connection with~~tax ~~the~~stability ~~Offset~~in ~~Agreement~~future contracts. Also, ~~The~~during ~~main~~2009 ~~difference~~KKM ~~was~~received a letter ~~change~~from in the ~~amounts~~MEMR ~~each~~requiring ~~party was~~changes/addenda ~~required~~ to ~~invest in~~ the ~~consortium. KKM’s~~tax ~~investment~~provisions ~~obligation~~of its ~~decreased~~existing ~~from~~subsurface ~~KZT~~use ~~2,333,000,000~~contracts ~~(equivalent~~ to ~~$15,690,362~~make onthem ~~November~~consistent ~~11, 2009)~~with tothe ~~KZT~~new ~~686,936,015~~tax code. Despite ~~(equivalent~~the tofact ~~$4,619,921~~that ~~on November 11, 2009). GRK~~KKM’s ~~investment~~ ~~obligation~~existing ~~decreased~~subsurface ~~from~~use ~~KZT 2,235,600,000 (equivalent to~~contracts ~~$15,707,849~~included onstatements ~~November~~of ~~11,~~stabilization ~~2009)~~of tothe ~~KZT~~tax ~~565,143,597~~rate ~~(equivalent~~with regard to ~~$3,800,818~~subsurface onuser ~~November~~taxes ~~11,~~(such ~~2009).~~as ~~And~~royalty ~~AI’s~~and ~~investment~~excess ~~obligation~~profit ~~increased from KZT 97~~tax),~~400,000~~ ~~(equivalent~~the toMEMR ~~$655,054~~letter onrequired ~~November~~the new ~~11,~~tax ~~2009)~~rates to ~~KZT~~be ~~121,792,418 (equivalent~~applied to ~~$819,103~~existing oncontracts ~~November~~beginning ~~11,~~January 1, 2009). In ~~connection~~December ~~with~~2009 ~~Addendum~~KKM ~~#2, the~~signed ~~parties~~an ~~also~~addendum ~~agreed~~ to ~~extend~~ the ~~period~~Kempirsai subsoil ~~for~~use ~~final~~contract ~~determination~~replacing of the ~~ownership~~ ~~interests~~existing oftax ~~the~~rate ~~parties~~indicated in the ~~Consortium~~subsoil use contact to ~~March~~be ~~1, 2010. However,~~ in ~~March~~compliance ~~2010~~with AIthe ~~was~~new ~~successful~~tax code in ~~negotiating~~exchange ~~with~~for changes in the ~~MEMR~~annual anwork ~~extension~~program ofproposed ~~the~~by ~~investment~~KKM. A ~~obligations~~similar ~~under~~addendum ~~its~~was expected ~~license~~ to ~~later periods~~be ~~while~~signed ~~GRK~~for ~~obtained~~the aMamyt ~~similar~~subsoil ~~extension~~use incontract ~~2009.~~sometime Asin aApril ~~result~~2010. However, ~~the~~preparation ~~parties further~~of ~~agreed~~the toaddendum ~~extend~~has ~~the~~been ~~period~~postponed ~~for~~due ~~final~~to ~~determination~~recent reorganizations ofin the ~~ownership interests~~government of the ~~parties~~Republic inof ~~the~~Kazakhstan ~~Consortium~~and tocreation ~~June~~of the 1MINT, ~~2010~~as indicated above.

InThe new ~~November~~tax ~~2009~~code ~~KKM~~introduces ~~made~~a ~~partial~~new ~~repayment~~minerals ofextraction tax (MET), while canceling royalty payments. In general, MET applies to the ~~notes~~value ~~payable~~of produced resources which is calculated based on “world” prices. The current MET rate applicable to ~~GRK~~nickel inis ~~the~~set at 6%. The new tax code also makes rent ~~amount~~tax applicable to exports of ~~$2,500,000.~~coal As(previously aapplicable ~~result,~~only asto exports of hydrocarbons). ~~March~~The ~~31,~~rent ~~2010~~tax at the ~~notes~~rate ~~payable~~of 2.1% applies to ~~GRK~~value of exported ~~and~~coal AIcalculated ~~were~~on ~~KZT~~the ~~180,281,673~~basis ~~(equivalent~~of ~~$1,225,489)~~the ~~and~~sale ~~KZT~~prices. ~~118,642,991~~The current Mamyt brown coal ~~(equivalent~~contract ~~$806,492~~requires a royalty payment equal to nine tenths of one percent (0.9%), of ~~respectively~~gross coal sales.

~~NOTE~~Extractive 5companies –are ~~SHAREHOLDERS’~~also ~~EQUITY~~liable to pay excess profit tax (“EPT”). EPT liability arises when the ratio of aggregate annual income to deductions allowable for EPT purposes relative to operations under a specific subsurface use contract is more than 1.25 for the reporting tax period which, in most cases, is a calendar year. The new tax code provides for an incremental sliding scale of EPT rates ranging from 0% to 60% for various profit levels above the mentioned ratio.

~~Stock grants and~~Environmental ~~shares~~Matters ~~cancelled~~ –On ~~March~~Extensive 25national, ~~2008~~regional ~~the~~and local environmental laws and ~~board~~regulations ~~agreed~~in toKazakhstan ~~award~~affect tothe ~~certain~~Company’s ~~executives~~operations. These laws and regulations ~~key~~set ~~employees~~various standards regulating certain aspects of ~~the~~health ~~Company~~and ~~additional~~environmental ~~restricted~~quality ~~stock~~and ~~grants~~impose ~~(421~~user fees,~~772~~ ~~shares)~~penalties ~~with~~and another ~~estimated~~liabilities ~~fair value~~for the violation of ~~$337,418~~these atstandards ~~the~~and ~~closing~~establish, ~~market~~in ~~price~~some ofcircumstances, obligations ~~common~~to ~~stock~~remediate oncurrent ~~the~~and ~~date~~former offacilities ~~grant ($0.80~~and ~~per~~off-site ~~share)~~locations. ~~Out~~ The Company believes it is currently in compliance with all existing Republic of Kazakhstan ~~this~~environmental ~~amount,~~laws ~~$45,301~~and ~~(191~~regulations. However,~~715~~ ~~shares)~~as ~~was~~new environmental ~~reversed~~laws inand ~~2009~~legislation ~~due~~are toenacted ~~anticipated~~and ~~resignation~~the ofold ~~Mr.~~laws ~~Bitenov~~are repealed, ~~the~~interpretation, application ~~CFO~~and enforcement of the laws may become inconsistent. Compliance in the future could require significant expenditures, which may adversely affect the Company.

AsOperating Leases – Bekem leases approximately 400 square feet of office space ~~March~~located 31at 324 South 400 West, ~~2010~~Suite ~~there~~225, ~~was~~Salt noLake ~~unexpensed~~City, ~~compensation~~Utah ~~cost. During~~84101 ~~2010~~for its ~~the~~administrative ~~remaining~~and ~~shares~~registered ~~vested~~office in the United States. The Company ~~recognized~~pays ~~$6,390~~annual ~~and $154,295~~rents of ~~compensation~~approximately ~~expense~~$7,800 for ~~the~~this ~~three~~space ~~months~~pursuant ~~ended~~to ~~March~~a lease ~~31,~~agreement ~~2010~~that ~~and~~ expired in October 2009,. ~~respectively~~The Company is currently renting this space on a month-to-month basis at the same rate.

~~NOTE~~The 6Company -also ~~COMMITMENTS~~maintained ~~AND~~a ~~CONTINGENCIES~~representative office in Almaty, Kazakhstan, where it leased approximately 645 square feet of office space. However, to minimize its operating expenses, in March 2010 the Company decided to close the office in Almaty. The lease agreement was cancelled on May 31, 2010 when the monthly lease payment was $921. Withdrawal from the state registration is expected to take three months.

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2010 (UNAUDITED)

~~Failure~~KKM torents ~~Satisfy~~approximately ~~the~~1,668 ~~Terms~~square feet of ~~the~~office ~~Subsoil~~space ~~Use~~in ~~Contracts – Under the subsoil use contracts~~Aktobe, ~~the~~Kazakhstan. ~~Company~~KKM ~~is required to satisfy the annual minimum work program~~pays ~~requirements. If~~approximately ~~the Company fails to satisfy these commitments~~$1,200 ~~it may~~per bemonth ~~subject~~for tothis ~~the~~space ~~loss~~under ofa one-year orlease ~~more of the subsoil use contracts~~agreement. ~~The cancellation of the contracts would have a material~~ ~~adverse~~This ~~effect~~space on the Company’s business, results of operations and financial condition. While the Company does not expect any other penalties and fines, except the loss of one or more of the subsoil use contracts, KKM is ~~required~~ toleased ~~remove~~on ~~all~~a ~~equipment and remediate the property where the remediation costs are currently estimated at the level up~~ year-to ~~$950,000~~-year basis.

~~Annual Work~~Rent ~~Program~~expense ~~– Historically, it has been the practice of the MEMR that if a subsurface user could not fulfill certain conditions~~ for ~~a specific year, for any reason, then~~ the work program requirements of that year would be extended to the next year. This was done because the obligations of subsoil users were typically set forth on the basis of the full duration of the subsoil use contract, rather than on an annual basis. In December 2008 a new subsoil use legislation of Kazakhstan was submitted to parliament, superseding legislation on oil production and exploration, mineral resources mineral management, and production sharing agreements (PSAs). The new subsoil use legislation of Kazakhstan, which is expected to be adopted by parliament and signed by the President in the second quarter of 2010 and will become effective six months ~~after~~ ~~its~~ended ~~approval~~June ~~by parliament and the President~~30, ~~allows~~2010 the government to annul contracts in the extractive sector if they are deemed to be harmful to Kazakhstan's economic security or national interests. The legislation also requires separate contracts for exploration and ~~production~~2009 ~~operations,~~was ~~puts shorter time limits on exploration contracts~~$15,528 ~~enhances the government’s authority to terminate contracts not in compliance with the law,~~ and ~~requires tax stability clauses in individual contracts to be approved by the President of Kazakhstan. Also~~$29, ~~the latest draft assumes that disputes between subsurface users and the government will be settled in the courts of Kazakhstan~~632, ~~and does~~ ~~not assume international arbitration~~respectively. Disputes regarding the existing subsurface use contracts would also be settled in the courts of Kazakhstan. This change in practice has created great uncertainty as to how the government will proceed in the future. Currently, there is no legislatively fixed mechanism governing the development of annual work programs or for the independent determination of compliance by the subsurface user with the parameters of the annual work program. The determination is currently being made at the discretion of officials employed by the authorized governmental body. Based solely on their own discretion, these officials have the authority to suspend the activities of the subsurface user even for a minor breach of the detailed annual work program. These facts, coupled with the right of the competent body to unilaterally terminate a subsoil user’s contract if the contractor materially breaches the subsoil use contract obligations, indicates there is a risk that one or more of the Company’s subsoil use contracts could be cancelled. While the Company does not expect any other penalties and fines, except the loss of one or more of the subsoil use contracts, KKM is required to remove all equipment and remediate the property where the remediation costs are currently estimated at the level up to $950,000.

~~Kazakhstan~~NOTE ~~Business~~7 ~~Environment~~ –SUBSEQUENT As an emerging market, Kazakhstan 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.EVENTS

On July 16, 2010 the President, Chief Executive Officer and interim Chief Financial Officer of the Company tendered his resignation to be effective as of August 16, 2010. This resignation was not the result of any disagreement with the Company on any matter relating to operations, policies or practices. Although the Company has begun the process of identifying a qualified person(s) to fill the vacancies created by this resignation, to date the Company has been unsuccessful in identifying such person(s).

BEKEM METALS, INC. AND SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010 (UNAUDITED)

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 and impose 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 – Bekem leases approximately 400 square feet of office space located at 324 South 400 West, Suite 225, Salt Lake City, Utah 84101 for its administrative and registered office in the United States. The Company pays annual rents of approximately $7,800 for this space pursuant to a lease agreement that expired in October 2009. The Company is currently renting this space on a month-to-month basis at the same rate.

The Company also maintains a representative office in Almaty, Kazakhstan, where it leases approximately 645 square feet of office space. The lease agreement expires on August 31, 2010. The monthly lease payment is $921. To minimize its operating expenses, in March 2010 the Company decided to close the office. Withdrawal from the state registration is expected to take three months. Closure of the representative office will help to reduce the expenses by approximately $50,000 per month.

KKM rents approximately 1,706 square feet of office space in Aktobe, Kazakhstan. KKM pays approximately $1,400 per month for this space under a one-year lease agreement. This space is leased on a year-to-year basis.

Rent expense for the three months ended March 31, 2010 and 2009 was $8,700 and $35,317, respectively.

NOTE 8 –SUBSEQUENT EVENTS

On April 21, 2010 KKM received notifications (dated April 6, 2010) from the MINT related to fulfillment of KKM contract obligations. The notifications require KKM to provide explanations for non-performance of the Kempirsai and Mamyt work programs. On April 23 and 29, 2010 KKM responded to these notifications with references to delays in signing of the addendum to the nickel and cobalt ore production contract (which was signed in December 2009) and to the recent letter from the MEMR (which was also received in December 2009) granting KKM’s request to decrease the coal volume production requirements of its work program from 200,000 tons per year to 5,000 tons per year for the period from 2009 to 2012. The review of KKM’s responses to the notifications from the MINT is expected in May-June 2010.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For a complete understanding, this management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes to the Condensed Consolidated Financial Statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended December 31, 2009.

Forward Looking Information and Cautionary Statement

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to ~~our~~ management. For this purpose any statement contained in this ~~annual~~ report that is not a statement of historical fact may be deemed to be forward-looking, including statements about our revenue, spending, cash flow, products, actions, intentions, plans, strategies and objectives. Without limiting the foregoing, words such as “may,” “hope,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “projected” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to those relating to our plan of operations including our ability to construct a processing plant and put our property into commercial production, economic conditions generally and in the industry in which we and our customers participate, future commodity prices; competition within our industry, including competition from much larger competitors, future exploration, legislative requirements and changes and the effect of such on our business, results of operations, sufficiency of future working capital, borrowings and capital resources and liquidity and our ability to generate future cash flow and to continue to meet the requirements of and maintain our rights to our properties.

Forward-looking statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry, financial and economic information, which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We hereby qualify all our forward-looking statements by these cautionary statements. We undertake no obligation to amend this report or revise publicly these forward looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances.

Throughout this report, unless otherwise indicated by the context, references herein to the “Company”, “BMI”, “we”, “our” or “us” and similar language means Bekem Metals, Inc, a Utah corporation, and its corporate subsidiaries and predecessors.

1615

Overview

We are engaged in the development and exploration of nickel, cobalt and brown coal deposits in the Republic of Kazakhstan. We carry out our exploration activities through our wholly-owned subsidiary, ~~Kyzyl Kain Mamyt LLP (“~~KKM”).

The following table provides additional information regarding our subsoil use contracts:

Territory Name	Size of Territory	~~Size~~Primary ~~of Territory~~Minerals	License Type	~~Primary~~License ~~Minerals~~or Contract #	License and Subsoil Use Contract Term	~~License Type~~	~~License or Contract #~~	~~License and Subsoil Use Contract Term~~
Kempirsai	575,756 acres	~~575,756~~Nickel ~~acres~~and cobalt ore	Production	~~Nickel~~MG ~~and~~#420 ~~cobalt~~MG ~~ore~~#426	Expires Oct. 12, 2020 unless extended.	~~Production~~	~~MG #420 MG #426~~	~~Expires Oct, 12, 2020 unless extended.~~
Mamyt	116 acres	~~116~~Brown ~~acres~~coal	Production	~~Brown~~MG ~~coal~~#9-D	Expires Dec. 11, 2018 unless extended.	~~Production~~	~~MG #9-D~~	~~Expires Dec, 11 2018 unless extended.~~

The ~~primary assets of KKM are exclusive subsoil use licenses and contracts to a 575,756 acre territory in northwestern Kazakhstan referred to herein as the~~ Kempirsai deposit~~. The~~ contract grants KKM the right to explore, extract and process nickel and cobalt ore from the Kempirsai deposit, which is comprised of the Kara-Obinskoe and Stepninskoye sections (collectively referred to as the “Kara-Obinskoye section”) and the Novo-Shandashinskoe section. The Kempirsai deposit was discovered in 1938 and at its peak in the late 1980’s produced almost five million tons of ore annually. Since the mid-1990’s, however, mining activity at the deposit has been insignificant. The Mamyt brown coal deposit is located within 40 kilometers of the Kempirsai deposit.

~~KKM~~The Kempirsai ~~also~~and Mamyt licenses are independent of one another. The loss ~~holds~~of one would not necessarily trigger a ~~subsoil~~loss ~~use~~of ~~contract~~the other. Upon the expiration of our contracts, our interest in and rights to ~~explore~~each deposit terminates and ~~produce~~reverts ~~brown~~back ~~coal~~to ~~from~~the government of the ~~Mamyt~~Republic of Kazakhstan but ~~coal~~we ~~deposit,~~retain ~~which~~the isrights ~~located~~to ~~within~~all 40tangible ~~kilometers~~and ofintangible ~~the~~assets ~~Kempirsai~~we acquire for ~~deposit~~exploration, extraction and production at these deposits.

~~The~~There is ~~Kempirsai~~very ~~and~~little ~~Mamyt~~demand ~~licenses~~for ~~are~~our ~~independent~~nickel ofore ~~one~~until ~~another. The~~it ~~loss of~~has ~~one~~been ~~would~~processed ~~not~~and concentrated ~~necessarily~~because ~~trigger~~of aits ~~loss~~low ofnickel ~~the other~~content. ~~Under~~Currently, ~~our~~there is ~~contracts~~no wenickel ~~have~~ore ~~the~~processing ~~right~~facility towithin ~~negotiate with~~ the ~~government~~region ~~for extensions~~ of the ~~terms of those contracts~~Kempirsai deposit. IfWe wehave ~~are~~spent ~~unsuccessful~~several inyears ~~negotiating extensions,~~investigating ~~upon the expiration of our contracts, our interest in and rights to~~processing ~~those~~technologies ~~deposits terminates~~ and ~~reverts~~undertaking ~~back~~preliminary tofeasibility ~~the~~studies ~~government~~(“PFS”) offor the construction ~~Republic~~ of ~~Kazakhstan~~ ata ~~the~~nickel ~~expiration~~ore ofprocessing ~~the~~facility. We ~~term~~anticipate of the cost ~~license,~~to ~~but~~construct wea ~~retain~~processing ~~the rights~~plant towith ~~all~~a ~~tangible~~planned ~~and~~annual ~~intangible~~capacity ~~assets~~of we20,000 tons ~~acquire~~of ~~for~~ferronickel ~~exploration~~(5, ~~extraction~~000 ~~and~~tons ~~production~~of atnickel) ~~these~~is ~~deposits~~approximately $160 million.

~~There~~We ~~is very~~do ~~little demand for our nickel ore until it has been processed and~~not ~~concentrated~~expect ~~because~~to ofgenerate ~~its~~revenue ~~low~~from ~~nickel content. Currently, there is no nickel~~ ore ~~processing~~extraction ~~facility within the region of the Kempirsai deposit. We have spent several years investigating processing technologies~~ and ~~undertaking~~sales ~~preliminary~~until ~~feasibility~~such ~~studies~~time ~~(“PFS”)~~as ~~for the construction of a nickel ore processing facility. Based on the results of the PFS, if~~ we are able to secure funding, ~~we intend to focus on the Vanyukov Process~~ for ~~further development of the Kempirsai deposits~~ and ~~construction~~ ofconstruct a nickel processing ~~plant in the Aktobe region of Kazakhstan,~~ ~~where the Kempirsai deposit is located~~facility. Given ~~The~~our ~~Vanyukov~~current ~~Process~~financial condition, ~~first~~coupled ~~developed~~with incurrent ~~the~~and ~~1940’s~~projected ~~in Russia, is capable of treating oxide~~ nickel ~~ores~~inventories toand ~~form~~world ~~either a~~ nickel ~~matte~~prices ~~(by~~over ~~addition~~the ofnext afew ~~sulphur~~years we ~~containing~~believe ~~compound~~our ~~such~~prospects asfor ~~pyrite)~~securing ~~or directly~~funding to ~~form~~construct a ~~ferronickel alloy containing up to 20%~~ nickel. ~~The~~ore ~~anticipated cost to construct such a~~ processing plant ~~with~~are ~~the~~limited ~~planned~~at ~~annual capacity of 20,000 tons of ferronickel (5,000 tons of nickel) is approximately $160 million~~best.

1716

InBecause ~~2008 KKM entered~~of ~~into~~ a ~~preliminary~~lack ~~consortium~~of ~~agreement~~funds, ~~subject~~KKM did not fully meet its 2009 annual work program requirements to ~~negotiation~~invest up to $6 million into development of the ~~terms~~ ofKempirsai adeposit. On ~~definitive~~April ~~agreement~~21, ~~with two Kazakhstani~~2010 KKM ~~companies,~~received ~~GRK~~notifications ~~Koitas~~from ~~LLP~~the ~~(“GRK”)~~MINT ~~and~~requiring ~~Asia-Invest~~KKM ~~Corporation~~to ~~LLP~~provide ~~(“AI”)~~explanations for ~~the~~ ~~purpose~~non-performance of ~~jointly~~the ~~developing~~Kempirsai and ~~constructing~~Mamyt awork ~~processing plant~~programs. ~~Like~~On ~~us,~~April ~~GRK, AI~~23 and ~~their~~29, 2010 ~~shareholders~~KKM ~~have~~responded ~~been~~to ~~unsuccessful~~these ~~raising~~notifications ~~funds~~with references to ~~finance~~delays ~~the~~in signing ~~Consortium~~of ~~due~~the addendum to the ~~effects~~nickel ofand ~~the~~cobalt ~~volatility~~ore production contract (which was signed in December 2009) and to the ~~world~~recent ~~financial~~letter ~~and nickel~~from ~~markets. In~~the ~~2009~~MEMR ~~GRK~~(which was ~~successful~~also received in ~~negotiating~~December ~~an extension~~2009) ofgranting KKM’s request to decrease the ~~investment~~coal ~~obligations~~volume production ~~under~~requirements of its ~~license~~work toprogram ~~later~~from ~~periods. Also~~200,000 intons ~~March~~per ~~2010~~year AIto ~~obtained~~5,000 tons aper ~~similar~~year ~~extension~~for ofthe ~~its~~period ~~investment obligations~~from 2009 to ~~later periods~~2012. WeOn ~~believe~~June ~~the~~3, ~~extension~~2010 ~~of GRK’s and~~KKM ~~AI’s~~received ~~licenses~~a ~~make~~response itletter ~~unlikely~~from ~~that~~ the ~~parties~~MINT ~~will~~requesting ~~finalize~~KKM afulfill ~~definitive~~its contract ~~consortium~~obligations ~~agreement~~(including orthe ~~move~~unfulfilled ~~forward~~obligations ~~with~~of ~~the~~2009) ~~joint~~by ~~development~~the ofend ~~a processing~~of ~~plant~~2010.

Given our current financial condition, coupled with current and projected nickel inventories and world nickel prices over the next few years we believe our prospects for securing funding to construct a nickel ore processing plant are limited at best. We do not expect to generate revenue from ore extraction and sales until such time as we are able to secure funding for and construct a nickel processing facility.

Because of a lack of funds, KKM did not fully meet its 2009 annual work program requirements to invest up to $6 million into development of the Kempirsai deposit, including construction of the processing plant. On April 21, 2010 KKM received notifications (dated April 6, 2010) related to fulfillment of KKM contract obligations from the MINT. The notifications required KKM to provide explanations for non-performance of the Kempirsai and Mamyt work programs. On April 23 and 29, KKM responded on these notifications with references to the delay in the signing of the addendum to the nickel and cobalt ore production contract (which was signed in December 2009) and to the recent letter from the Ministry of Energy and Mineral Resources of the Republic of Kazakhstan (the “MEMR”) granting KKM’s request to decrease the coal volume production requirements of its work program from 200,000 tons per year to 5,000 tons per year for the period from 2009 to 2012 (which was also received in December 2009). The review of KKM’s responses to the notifications from the MINT is expected in May-June 2010. To avoid the loss of its contract, management plans to engage in discussions with the appropriate governmental agencies to revise the terms of its annual work programs. However, the government is under no obligation to negotiate with us and there is no guarantee that we can be successful in renegotiating the terms of our work programs.

Because of our limited prospects for generating revenue or obtaining additional financing, we anticipate that we will be unable to fulfill the unfulfilled obligations of our 2009 minimum work program requirements, or the 2010 minimum work requirements associated with the Kempirsai deposit.

To avoid the loss of our contract, management plans to engage in discussions with the appropriate governmental agencies to revise the terms of its annual work programs. On July 1, 2010 KKM submitted a request to the MINT asking for additional changes to the nickel and cobalt ore production contract. However, the government is under no obligation to negotiate with us and there is no guarantee that we can be successful in renegotiating the terms of our subsoil use contracts.

We are investigating the possibility of selling our rights to the Kempirsai deposit.

Historically we had planned to use the brown coal from our Mamyt deposit primarily to provide power for our planned nickel processing facility because of the lack of readily available market in Kazakhstan for low grade brown coal of the quality contained at our Mamyt deposit. Given the unlikelihood that we will obtain funding to construct a nickel processing facility, we are also investigating potential markets and uses for coal from the Mamyt deposit.

In addition to its contracts to the Kempirsai and Mamyt deposits, KKM also owns fuel tanks, locomotives, rail cars, railway cranes, bridge cranes, railway cisterns, maintenance equipment, excavators, motor graders, passenger vehicles, passenger buses, heavy dump trucks, hoppers, scales, lathes, forging hammers, presses, grinding, milling and boring machines, boilers, electrical substations, office equipment, business machines, portable communication equipment, laboratory equipment and multiple buildings. The machinery was manufactured between 1950 and the present. The buildings were built between the 1940’s and the early 1990’s. Much of our existing equipment and buildings will need repair and refurbishing prior to being put into active operation. We planned to use this equipment to support our nickel mining activities at the Kempirsai deposit. Given the unlikelihood that we will engage in nickel mining activities, we are investigating whether this equipment can be put to other uses to generate capital for the Company. We are also investigating whether there is a market for the sale of this equipment.

Liquidity and Capital Resources

Since inception we have generated no revenue. Our capital resources have consisted primarily of funds we have borrowed from related and non-related parties, the sale of our equity securities and funds received from the sale of Kaznickel. As of ~~March~~June 3130, 2010 we had cash on hand of $~~101~~16,~~312~~014. Since inception we have an accumulated deficit of $3031,~~613~~074,~~114~~045. At ~~March~~ 31June 30, 2010 current liabilities exceeded current assets by $1,~~456~~739,~~129~~568.

Our deposits have not yet entered the development stage and we have no production. We have realized only limited revenue from our Kempirsai and Mamyt deposits and have very little ability to generate revenue. We do not expect this to change until we build and begin operating a nickel ore processing plant.

~~Because~~We ofanticipate athe ~~lack~~need ~~of funds, we were unable~~ to ~~meet~~seek ~~our~~more ~~2009~~than ~~annual work program requirements to invest up to~~ $630 million ~~into development of the Kempirsai deposit and a processing plant. In April 2010 we received notifications from the MINT requesting explanations for our non-performance~~ in ~~connection~~ with our Kempirsai and Mamyt deposits. We have responded to those requests. If our explanations are acceptable to the MINT, and it does not cancel or otherwise change the terms of our Kempirsai license, we anticipate the need to seek significant additional funding during fiscal 2010 to satisfy our 2010 annual work program obligations (to invest up to $26.5 million) and ~~to satisfy~~ the outstanding obligations we did not meet in 2009 ($4.3 million) associated with our Kempirsai deposit. We also anticipate the need for up to $400,000 to satisfy the 2010 work program requirements associated with our Mamyt deposit if we are successful in negotiations to reduce the 2009 annual work program to the level that was actually spent in 2009. At this time, we have no indication of the potential outcome of the MINT inquiry. Even if our licenses are not canceled, there is no assurance that we will be able to obtain additional funding on favorable terms, or at all. We do not currently anticipate generating significant revenue during 2010. If we are unsuccessful in obtaining additional funding or generating significant revenue during 2010, we will likely be unable to meet our work program requirements or to continue operations. Unless we can renegotiate the terms of our work program requirements we anticipate we will also lose our licenses some time during 2010.

19There is no assurance that we will be able to obtain additional funding on favorable terms, or at all. We do not currently anticipate generating significant revenue during 2010. If we are unsuccessful in obtaining additional funding or generating significant revenue during 2010, we will likely be unable to meet our work program requirements or to continue operations.

Cash Flow

During the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 cash was used to fund operations as as follows:

For the Three Months Ended March 31,		2010		2009
For the Six Months Ended June 30,		2010		2009
Net cash from operating activities	$	(~~434~~586,~~924~~053)	$	(~~521~~709,~~418~~780)
Net cash from investing activities		165,~~699~~557		~~649~~620,~~805~~294
Net cash from financing activities		–		–
Effect of exchange rate changes on cash		~~(82)~~1,891		(3,~~456~~396)
NET (DECREASE) / INCREASE IN CASH	$	(433,307)	$	124,931
NET DECREASE IN CASH	$	(518,605)	$	(92,882)

During the ~~three~~six months ended ~~March~~June 3130, 2010 net cash used in operating activities was $~~434~~586,~~924~~053 compared to net cash used in operating activities of $~~521~~709,~~418~~780 during the ~~three~~six months ended ~~March~~June 3130, 2009. This decrease in net cash used in ~~operating~~ operating activities primarily occurred due to reduced general and administrative costs and exploratory activities as a result of our financial difficulties and the sale of Kaznickel ~~during~~by the end of 2009.

During the ~~three~~six months ended ~~March~~June 3130, 2010 net cash received from investing activities was $165,~~699~~557 which was received from sale of ~~minor~~1 ~~office~~kilometer ~~property~~of obsolete railroad bed (rails and ~~equipment.~~ Byties ~~comparison,~~or ~~during~~wooden sleepers) related to the ~~three~~Mamyt ~~months~~rail ~~ended~~road ~~March~~which ~~31,~~requires ~~2009~~overhauling weincluding ~~received~~renewal ~~net~~of ~~cash~~the inrailroad ~~investing~~bed ~~activities~~(rails ofand ~~$649,805.~~ties ~~Cash~~or ~~received~~wooden ~~from investing~~sleepers). ~~activities~~By comparison, during the ~~three~~six months ended ~~March~~June 3130, 2009 ~~mainly represented~~we ~~an advance payment~~ received innet ~~connection~~cash ~~with~~from ~~the~~investing activities ~~potential~~of ~~sale~~$620,294 ~~of Kaznickel~~which ~~and~~mainly represented an advance payment received ~~from~~in connection ~~Asia~~with ~~Invest for the~~ sale of ~~special equipment~~Kaznickel.

During the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 we did not receive any cash from financing activities.

Results of Operations

Three months ended ~~March~~June 3130, 2010 compared to the three months ended ~~March~~June 3130, 2009

Revenue

Because our deposits are without known reserves, we are considered to be in the exploration stage. Any revenue earned during this stage from the sale of ore or brown coal is recorded against exploratory costs. We did not have any ~~such incidental~~ sales during the three months ended ~~March~~June 3130, 2010. ~~By comparison,~~and ~~during the first quarter~~ 2009 ~~we realized $311 from incidental sales of ore or brown coal~~.

General and Administrative Expenses

Our general and administrative expenses during the three months ended ~~March~~June 3130, 2010 decreased to $~~555~~479,~~004~~408 from $~~647~~648,~~056~~ 738 during the ~~first~~second quarter 2009. This $92169,~~052~~ 330 decrease in general and administrative expenses was primarily the result of lower payroll expenses and related taxes by approximately $45103,~~050~~614 in the ~~first~~ second quarter 2010 due to staff reductions; , decreases in rent expense of $2622,~~600~~120 due to reduction of rent fees and rented premises; and the reduction of other administrative expenses ~~resulting~~by $43,497 resulting from the reduced scope of the Company’s operations due to our current financial difficulties.

Research and Development Costs

We engaged in no research and development activities during the second quarter 2010 and 2009.

Exploratory Costs

During the three months ended June 30, 2010 and 2009 we did not extract any ore or coal. The exploration costs incurred during these periods mainly represent geologists’ and other specialists’ salaries, other costs in preparation for future exploratory activities and some Kempirsai mining asset maintenance expenses.

Accretion Expense

Accretion expense increased by $21,967 to $34,743 during the three months ended June 30, 2010 compared to the same period of 2009 due to the revision of asset retirement obligations made at the end of 2009. Until we engage in mining and production, we believe accretion expense will continue at rates consistent with those realized during the quarter ended June 30, 2010.

Grant Compensation Expense

During the three months ended June 30, 2010 we recognized no grant compensation expense for restricted stock grants compared to $83,333 for the three months ended June 30, 2009. The reduction in grant compensation expense occurred due to vesting of certain stock grants in 2009 and reversal of unvested shares granted to our former Chief Financial Officer which were expected to vest in 2011. The reversal was made at the end of 2009 due to the resignation of our former Chief Financial Officer, which became effective on April 30, 2010.

Total Operating Expenses and Loss from Operations

Our total operating expenses and loss from operations decreased from $749,576 during the three months ended June 30, 2009 to $522,789 during three months ended June 30, 2010. The principal reasons for the decrease are a decrease in general and administrative expense of $169,231 due to the reduced scope of the Company’s operations and lower grant compensation expense due to due to vesting and reversal of the shares granted.

Translation Adjustment and Exchange Gain/Loss From Remeasurement

The condensed consolidated financial statements are presented in U.S. dollars. The functional currency of Kaznickel is U.S. dollars. The functional currency of KKM is Kazakh tenge. Results of operations are translated into U.S. dollars at the average exchange rates during the reporting period. All balance sheet accounts of KKM are translated at exchange rates on the date of the financial statements, except equity which is translated at weighted-average historical rates. The translation differences are included in stockholders’ equity as cumulative translation adjustments.

Non-monetary assets and liabilities of our Kaznickel and Almaty representative offices, as well as the related expense accounts, 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 and the resulting balance sheet item differences are included in the results of operations as exchange gains/losses from remeasurement. The exchange difference from remeasurement is commonly, but not always, positive (gain) if the average exchange rates are lower than exchange rates on the date of the financial statements and negative (loss) if the average exchange rates are higher than exchange rates on the date of the financial statements.

Exchange Gain/Loss

As discussed above, we recognize exchange gain or loss as a result of having subsidiaries operating in foreign countries whose functional currency is not the U.S. dollar. This requires us to translate results of operations from a foreign currency, in this case Kazakh tenge, to U.S. dollars at the average exchange rate, where results of operations include exchange gains or losses on the U.S. dollar monetary assets and liabilities. During the quarter ended June 30, 2010 we realized an exchange loss of $60,586 compared to an exchange gain of $92,164 during the quarter ended June 30, 2009 because during the second quarter 2010 the Kazakh tenge/U.S. dollar exchange rate strengthened from 146.98 Kazakh tenge/U.S. dollar to 147.46 Kazakh tenge/U.S. dollar while during the second quarter 2009 the exchange rate was changed inversely from 151.08 Kazakh tenge/U.S. dollar to 150.41 Kazakh tenge/U.S. dollar.

Net Loss

For the foregoing reasons, during the three months ended June 30, 2010 we experienced a net loss of $460,931 compared to a net loss of $562,953 during the three months ended June 30, 2009. We anticipate we will continue to experience net losses in upcoming quarters, but given the current uncertainty associated with our licenses and our financial condition we cannot predict the size or nature of those losses at this time.

Six months ended June 30, 2010 compared to the six months ended June 30, 2009

Revenue

We did not have any sales during the six months ended June 30, 2010 while during the six months 2009 we realized $311 from incidental sales of brown coal.

General and Administrative Expenses

Our general and administrative expenses during the six months ended June 30, 2010 decreased to $1,034,412 from $1,295,794 during the six months ended June 30, 2009. This $261,382 decrease in general and administrative expenses was primarily the result of lower payroll expenses and related taxes by approximately $143,701 in the six months ended June 30, 2010 due to staff reductions; decreases in rent expense of $48,766 due to reduction of rent fees and rented premises; and the reduction of other administrative expenses by $68,916 resulting from the reduced scope of the Company’s operations due to our current financial difficulties.

Research and Development Costs

We engaged in no research and development activities during the ~~first~~six ~~quarter~~months 2010 ~~and~~ and 2009.

Exploratory Costs

During the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009 we did not extract any ore or coal. The exploration costs incurred during these periods mainly represent geologists’ and other specialists’ salaries, other costs in preparation for ~~future~~ future exploratory activities and some Kempirsai mining asset maintenance expenses.

Accretion Expense

Accretion expense increased by $2042,~~499~~466 to $3469,~~326~~069 during the ~~three~~six months ended ~~March~~June 3130, 2010 compared to the same period of 2009 due to the revision of asset retirement obligations made at the end of 2009. Until we engage in mining and production, we believe accretion expense will continue at rates consistent with those realized during the ~~quarter~~six months ended ~~March~~June 3130, 2010.

Grant Compensation Expense

During the ~~three~~six months ended ~~March~~June 3130, 2010 we recognized $6,390 in grant compensation expense for restricted stock grants ~~issued to certain officers and key employees during the fourth quarter 2006 and the second quarter 2008~~ compared to $~~154~~237,~~295~~ 628 for the ~~three~~six months ended ~~March~~June 3130, 2009. ~~The~~As discussed above, the reduction in grant compensation expense occurred due to vesting of ~~the~~certain ~~shares~~stock ~~granted~~grants in 2009 and reversal of unvested shares granted to ~~Mr.~~our ~~Bitenov~~former ~~which~~Chief ~~were~~Financial ~~expected~~Officer towhich ~~vest in 2011. The reversal~~ was made at the end of 2009 due to ~~the~~his resignation ~~of Zhassulan Bitenov, which became effective on April 30, 2010~~. ~~Mr. Bitenov had served as our Chief Financial Officer since January 2008.~~

Total Operating Expenses and Loss from Operations

Our total operating expenses and loss from operations decreased from $~~827~~1,~~054~~576,630 during the ~~three~~six months ended ~~March~~June 3130, 2009 to $~~649~~1,~~889~~172,678 during ~~three~~six months ended ~~March 31,~~June 30, 2010. The principal reasons for the decrease are a decrease in general and administrative expense of $92261,~~052~~382 due to the reduced scope of the Company’s operations and lower grant compensation expense due to due to vesting and reversal of the shares granted.

Interest Income

During the ~~three~~six months ended ~~March~~June 3130, 2010 we realized interest of $1,~~265~~285 on deposits. By comparison, during the ~~three~~six months ended ~~March~~June 3130, 2009 we realized interest of $74,~~517~~700 on deposits and on the note receivable from a ~~related~~ related party.

Translation Adjustment and Exchange Gain/Loss From Remeasurement

The condensed consolidated financial statements are presented in U.S. dollars. The ~~functional~~ functional currency of Kaznickel is U.S. dollars. The functional currency of KKM is Kazakh tenge. Results of operations are translated into U.S. dollars at the ~~average~~ average exchange rates during the reporting period. All balance sheet accounts of KKM are translated at exchange rates on the date of the financial statements, ~~except~~ except equity which is translated at weighted-average historical rates. The translation differences are included in stockholders’ equity as cumulative translation adjustments.

Exchange Gain/Loss

~~During~~As ~~the~~discussed ~~quarter ended March 31~~above, ~~2010~~ we ~~realized an exchange gain of $218,568 compared to an exchange loss of $2,802,998 during the quarter ended March 31, 2009. As with the gain/loss from remeasurement, we~~ recognize exchange gain or loss as a result of having subsidiaries operating in foreign countries whose functional currency may or may not be the U.S. dollar. This requires us to translate results of operations from a foreign currency, in this case Kazakh tenge, to U.S. dollars at the average exchange rate, where results of operations include exchange gains or losses on the U.S. dollar monetary assets and liabilities.

OnDuring the six months ended June 30, 2010 we realized an exchange gain of $157,982 compared to an exchange loss of $2,710,834 during the six ended June 30, 2009. During the six months ended June 30, 2010 the Kazakh tenge/U.S. dollar exchange rate weakened from 148.46 Kazakh tenge/U.S. dollar to 147.46 Kazakh tenge/U.S. dollar while during the second quarter 2009 the exchange rate was changed inversely from 120.79 Kazakh tenge/U.S. dollar to 150.41 Kazakh tenge/U.S. dollar. On February 4, 2009 Kazakhstan’s National Bank dramatically devalued the ~~Tenge~~Kazakh tenge, the local currency, from a range of 117-123 ~~Tenge~~Kazakh tenge/U.S. dollar to 145-155 ~~Tenge~~Kazakh tenge/U.S. dollar, citing the decline in oil price (oil comprises 60% of Kazakh exports), currency devaluations in Kazakhstan’s neighbors, particularly Russia, and the fledgling state of the domestic banking sector. This currency devaluation was the main cause of the exchange loss recognized by us during the ~~quarter~~six months ended ~~March~~ ~~31,~~June 30, 2009.

Net Loss

For the foregoing reasons, during the three months ended March 31, 2010 we experienced a net loss of $383,812 compared to a net loss of $3,369,394 during the three months ended March 31, 2009. We anticipate we will continue to experience net losses in upcoming quarters, but given the current uncertainty associated with our licenses and our financial condition we cannot predict the size or nature of those losses at this time.

Net Loss

For the foregoing reasons, during the six months ended June 30, 2010 we experienced a net loss of $844,743 compared to a net loss of $3,932,347 during the six months ended June 30, 2009. We anticipate we will continue to experience net losses in upcoming quarters, but given the current uncertainty associated with our licenses and our financial condition we cannot predict the size or nature of those losses at this time.

Summary of Material Contractual Commitments

The following table lists our significant commitments as of ~~March~~June 3130, 2010:

	Payments due by Fiscal Year	~~Payments due by Fiscal Year~~
Contractual Commitments	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
KKM’s work programs (1) (2)	$123,400,000	$32,500,000	$78,500,000	$4,400,000	$8,000,000
Operating leases	3522,~~635~~200	3522,~~635~~200	-0-	-0-	-0-
Total	$123,~~435~~422,~~635~~200	$32,~~535~~522,~~635~~200	$78,500,000	$4,400,000	$8,000,000

(1) The current terms of the Kempirsai contract require KKM to invest $135 million to be applied to its mining and ore processing technology during the period 2006-2020 (or around $123.4 million for the remaining period). Also, the estimates include $~~950~~985,000 for removal of all equipment and to remediate the property. This remediation work can be done during the term of the subsoil use contract or upon completion of the terms of the contract.

(2) In March 2008 KKM entered into a preliminary consortium agreement with two Kazakhstani companies, GRK Koitas LLP (“GRK”) and Asia-Invest Corporation LLP (“AI”), who also have exploration and production licenses near the Company’s Kempirsai deposit in northwestern Kazakhstan. Under the preliminary consortium agreement, which was amended in November 2009, the parties are obliged to jointly contribute approximately $9.2 million for financing the construction of the processing plant. Of this amount, KKM is obligated to contribute approximately $4.6 million. Contributions made by the parties into the consortium are accounted for in the annual work programs of these parties. As of ~~December~~June 3130, ~~2009~~2010 contributions of GRK equal KZT ~~192~~181 million ($1,~~293~~225,~~565~~489) and contributions of AI equal KZT ~~122~~119 million ($~~820~~806,~~925~~492), which were to be used for construction of a processing plant.

Off-Balance Sheet Financing Arrangements

As of ~~March~~ 31June 30, 2010 we had no off-balance sheet financing arrangements.

Critical Accounting Policies

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses and revenues, to the extent we generated revenue during the periods presented. Actual results could differ from these estimates. Our significant accounting policies require us to make difficult, subjective or complex judgments or estimates. We consider an accounting estimate to be critical if (1) the accounting estimate requires us to make assumption about matters that were highly uncertain at the time the accounting estimate was made and (2) changes in the estimates that are reasonably likely to occur from period to period, or use different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

There are other items within our financial statements that require estimation, but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. Management has discussed the development of these critical accounting estimates with our board of directors and they have reviewed the foregoing disclosure.

Use of Estimates – In connection with the preparation of our financial statements, we are required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. One of the significant areas requiring the use of management estimates and assumptions relates to environmental reclamation and closure obligations. Under our licenses with the Republic of Kazakhstan, following completion of exploration and mining activities we are required to reclaim our licensed territories. To prepare our financial statements in accordance with accounting principles generally accepted in the United States of America we are required to account for this obligation. The determination of the amount of the mine retirement and environmental reclamation obligation the Republic of Kazakhstan will impose upon us, however, has not yet been determined. The determination of the mine retirement and environmental reclamation obligation is based, in significant part, on the size of each deposit. We base our estimate of this obligation on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from our estimate.

Income Taxes – While we are a Utah corporation, our primary operations are in the Republic of Kazakhstan. The Republic of Kazakhstan was formed in 1991 following the break-up of the former Soviet Union. At the time the Republic of Kazakhstan was formed, it adopted a new tax code. The tax code and the application of tax laws in the Republic of Kazakhstan are still developing and may not be uniformly applied in all instances.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Our primary market risks are fluctuations in commodity prices and foreign currency exchange rates. We do not currently use derivative commodity instruments or similar financial instruments to attempt to hedge commodity price risks associated with future nickel production.

Commodity Price Risk

Historically, nickel and cobalt prices have been subject to significant volatility in response to changes in supply, market uncertainty and a variety of other factors beyond our control. Nickel and cobalt are likely to continue to be volatile in the future and this volatility makes it difficult to predict future price movements with any certainty. As a result, commodity price fluctuations affect our ability to borrow funds or raise additional capital because declines in nickel and cobalt prices would reduce the revenues we could earn if we begin commercial production. Commodity prices for nickel and cobalt have a material effect on our business and financial condition.

Foreign Currency Risk

Our functional currency is the U.S. dollar. Our Kazakhstani subsidiary KKM uses the Kazakh tenge as its functional currency. To the extent that business transactions in Kazakhstan are denominated in the Kazakh tenge we are exposed to transaction gains and losses that could result from fluctuations in the U.S. dollar—Kazakh tenge exchange rate. When the U.S. dollar strengthens in relation to the Kazakh tenge, the U.S. dollar-reported expenses will decrease. We do not engage in hedging transactions to protect us from such risk.

24Our foreign-denominated monetary assets and liabilities are revalued on a monthly basis with gains and losses on revaluation reflected in net income. A hypothetical 10% favorable or unfavorable change in foreign currency exchange rate at June 30, 2010 would have affected our consolidated net loss by approximately $180,000.

~~Our~~Item ~~foreign-denominated~~4. Controls ~~monetary assets~~ and liabilities are revalued on a monthly basis with gains and losses on revaluation reflected in net income. A hypothetical 10% favorable or unfavorable change in foreign currency exchange rate at March 31, 2010 would have affected our net income by approximately $180,000.Procedures

~~Item~~Management 4Tis responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. ~~Controls~~Our internal control over financial reporting is designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and ~~Procedures~~reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

~~Evaluation~~As of June 30, 2010 we conducted an evaluation, under the supervision and with the participation of ~~Disclosure~~our ~~Controls~~principal executive officer and ~~Procedures~~principal financial officer, of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we determined that there is a material weakness affecting our internal control over financial reporting.

~~Our~~The ~~management,~~matter ~~under~~involving ~~the~~internal ~~supervision~~controls and ~~with~~procedures ~~the~~that ~~participation of~~ our ~~Chief~~management considers ~~Executive~~to ~~Officer~~be material ~~and~~weaknesses ~~Chief~~under ~~Financial~~COSO ~~Officer,~~and ~~evaluated~~SEC ~~the~~rules ~~effectiveness~~is: of with the ~~design and operation~~ resignation of our ~~disclosure~~Chief ~~controls~~Financial ~~and~~Officer ~~procedures~~at ~~(as~~the ~~defined in~~end ~~Rules 13a-15(e) or~~of ~~15d-15(e)~~our ~~under~~first ~~the~~fiscal ~~Securities~~quarter ~~Exchange~~2010 ~~Act of~~and ~~1934, as amended (~~the ~~“Exchange~~appointment ~~Act”)), as~~ of ~~March 31, 2010. Based on this evaluation,~~ our Chief Executive Officer ~~and~~to ~~Chief~~also ~~Financial~~serve ~~Officer concluded that~~ as ~~of March 31, 2010,~~ our ~~disclosure controls and procedures were effective~~Interim inChief ~~(1)~~Financial ~~recording,~~Officer ~~processing,~~until ~~summarizing and reporting, on~~ a ~~timely~~suitable ~~basis, information~~replacement ~~required~~can to be ~~disclosed~~retained, bymanagement believes usthere inis ~~the~~inadequate ~~reports~~segregation ~~that~~of weduties ~~file~~consistent orwith ~~submit~~control ~~under~~objectives. This ~~the~~potential ~~Exchange~~material ~~Act~~weakness ~~and~~was ~~(2)~~identified ~~ensuring~~by ~~that~~our Interim ~~information~~Chief ~~disclosed~~Financial byOfficer us in ~~such reports~~connection iswith ~~accumulated~~the ~~and~~preparation ~~communicated~~of to our financial ~~management,~~statements ~~including~~as ~~our~~of ~~Chief Executive~~June ~~Officer~~30, ~~and~~2010, ~~Chief~~who ~~Financial~~communicated ~~Officer,~~the asmatter ~~appropriate~~ to ~~allow timely~~our ~~decisions~~board ~~regarding~~of ~~required disclosure~~directors.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive officer and principal financial officer and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Our management~~Since ~~assessed~~ the current ~~effectiveness~~operations of the Company’s ~~internal~~are ~~control~~insignificant ~~over~~and limited to maintenance ~~financial~~due ~~reporting~~to aslack of ~~March 31,~~funds ~~2010.~~and Insearching ~~making~~for ~~this~~additional ~~assessment~~financing, management ~~used~~believes this ~~the~~material ~~criteria~~weakness ~~set~~did ~~forth~~not byhave ~~the~~an ~~Committee~~effect ofon ~~Sponsoring~~our current financial results. ~~Organizations~~However, ofwere the ~~Treadway~~lack ~~Commission~~of ~~(“COSO”)~~segregation inof ~~Internal~~duties ~~Control~~created -by ~~Integrated Framework.~~the ~~Based~~Company relying on ~~this~~its ~~assessment,~~Chief ~~our~~Executive ~~management~~Officer ~~concluded~~to ~~that~~also serve as ofits Interim Chief Financial ~~March~~Officer ~~31,~~to ~~2010,~~continue ~~our~~for ~~internal~~an ~~control~~extended ~~over~~period ~~financial~~of ~~reporting~~time, ismanagement ~~effective~~believes ~~based~~this oncould ~~those~~impact ~~criteria~~our financial statements in the future.

Management’s Remediation Initiatives

The Company is committed to meeting the standards under COSO. To date, we have not retained a replacement Chief Financial Officer because the current financial difficulties confronting the Company are such that we have not had funds available to retain a replacement. The Company intends to retain a new Chief Financial Officer as soon as finances permit. With the retention of a new Chief Financial Officer, the Company will once again be able to segregate the duties of the Chief Executive Officer and Chief Financial Officer, which management believes will resolve the material weakness.

Changes in Internal Control Over Financial Reporting

~~There~~Management ~~were~~of nothe ~~changes~~Company inbelieves ~~our~~there ~~internal~~is ~~control~~inadequate ~~over~~segregation ~~financial~~of ~~reporting~~duties ~~during~~consistent with control objectives due to the resignation of our Chief Financial Officer at ~~quarter~~the ~~ended~~end ~~March~~of ~~31,~~first fiscal quarter 2010 ~~that~~and ~~materially~~the ~~affected,~~appointment orof ~~are~~our ~~reasonably~~Chief ~~likely~~Executive Officer to ~~materially~~also ~~affect,~~serve as our ~~internal~~Interim ~~control~~Chief ~~over~~Financial Officer until a suitable replacement can be retained. This potential material weakness was identified by our Interim Chief Financial Officer in connection with the preparation of our financial statements as of June 30, 2010, who communicated ~~reporting~~the matter to our board of directors.

Since the current operations of the Company are insignificant and limited to maintenance due to lack of funds and searching of additional financing and the quarterly reporting process requires preparation of condensed consolidated financial statements only, some of the Chief Financial Officer’s functions in preparing the condensed consolidated financial statements were delegated to a Company accountant responsible for consolidation while our Chief Executive Officer (who also serves as our Interim Chief Financial Officer) was responsible for review of the condensed consolidated financial statements in order to achieve certain level of segregation of duties in the financial reporting process. Therefore, management believes this material weakness did not have an effect on our current financial results. However, were the lack of segregation of duties created by the Company relying on a single individual to serve as its Chief Executive Officer and Chief Financial Officer to continue for an extended period of time, management believes this could impact our financial statements in the future.

PART II -- OTHER INFORMATION

Item 1A. Risk Factors

~~There~~Except as disclosed above in Part 1, ~~have~~Item ~~been~~4T. Controls and Procedures and as provided in below, there were no material changes during tothe quarter from the risk factors as previously ~~disclosed~~discussed in ~~our~~Item 1A, ~~annual~~“Risk ~~report~~Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009.

The impending resignation of Yermek Kudabayev could materially impact the Company. Yermek Kudabayev the Company’s CEO, President, Interim CFO and a member of the Company’s board of directors has tendered his resignation from all positions with the Company to become effective August 16, 2010. While we have initiated a search to identify qualified candidates to fulfill the executive level positions that will be left vacant by Mr. Kudabayev’s resignation, to date we have not been successful in identify or retain appropriate candidates. At this time, it is unclear when, or if, a qualified candidate or candidates may be identified and retained. Given our current financial situation it may be difficult to retain qualified individuals to fill our vacant executive level positions. Until such time as we are able to retain qualified candidates, we will have to rely upon current company employees and members of the board of directors to carry out the duties previously performed by Mr. Kudabayev. There is no guarantee that our current employees and board members will be as qualified, effective or successful in carrying out the Company’s business as was Mr. Kudabayev. Given the current critical conditions currently facing the Company relative to our financial condition and the status of our subsoil use contracts, if we are unable to quickly retain qualified individuals to serve as our CEO and CFO, our ability to retain our licenses or continue as a going concern may be materially impacted.

Item 5. Other Information

As disclosed by the Company in a Current Report on Form 8-K filed with the SEC on July 21, 2010, Yermek Kudabayev, the Company’s CEO, President, Interim CFO and a director tendered his resignation from all positions with the Company to become effective August 16, 2010. Mr. Kudabayev’s resignation was not the result of any disagreement with the Company on any matter relating to operations, policies or practices. The board of directors has not yet identified qualified persons to fill the vacancies that will be created by Mr. Kudabayev’s resignation.

Item 6. Exhibits

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

Exhibit No.		Exhibit Description
10.31		Addenda No.1 to the Contract on work on Extraction of brown coal on East - Ural a deposit (A site East - Ural) Located in the Aktyubinsk area Kazakhstan Republic (English translation)*
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*
32.2		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002*

* Filed herewith.

2627

SIGNATURES

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

	BEKEM METALS, INC.
Date: May 7, 2010	/s/ Yermek Kudabayev
	Yermek Kudabayev Chief Executive Officer
Date: May 7, 2010	/s/ Yermek Kudabayev
	Yermek Kudabayev
	Interim Chief Financial Officer

BEKEM METALS, INC.

27Date: August 11, 2010 /s/ Yermek Kudabayev Yermek Kudabayev Chief Executive Officer

Date: August 11, 2010	/s/ Yermek Kudabayev
	Yermek Kudabayev Interim Chief Financial Officer

Filing Compare · BEKEM METALS INC