POULTON & YORDAN
ATTORNEYS AT LAW
RICHARD T. LUDLOW
October 15, 2008
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Bekem Metals, Inc. |
| Amended Proxy Statement on Schedule 14A |
| File No. 0-50218 |
| Filed October 8, 2008 |
Dear Mr. Schwall:
At the request of the management of Bekem Metals, Inc., (the “Company” or “Bekem”) we are responding to the comments raised by the staff at the Securities and Exchange Commission in your letter dated October 14, 2008. Following are the Company’s responses to your comments.
Amended Preliminary Proxy Statement on Schedule 14A
Executive and Director Compensation, page 13
1. | Please disclose whether the Chief Executive Officer makes any recommendations regarding his own compensation. In this regard, we note the statement, “Our Chief Executive Officer (“CEO”) makes recommendations to our board of directors as to employee benefit programs and officer and employee compensation.” |
This letter will confirm that simultaneous with the filing of this correspondence, the Company will file an Amendment No. 2 to its Preliminary Proxy Statement. The Company will revise the first paragraph under the heading “Compensation Discussion and Analysis” (page 13) to add the following disclosure to the end of said first paragraph:
POULTON & YORDAN TELEPHONE: 801-355-1341
| 324 SOUTH 400 WEST, SUITE 250 | FAX: 801-355-2990 |
| SALT LAKE CITY, UTAH 84101 | POST@POULTON-YORDAN.COM |
Mr. H. Roger Schwall
October 15, 2008
Page 2
“Historically, our CEO has not made recommendations to the board of directors regarding his own compensation, although we have no policy prohibiting the CEO from doing so. Our board of directors may seek input from the CEO as to his compensation, but CEO compensation must be approved by a majority of our board of directors. Currently our CEO is a member of our board of directors. In accordance with the Bylaws of the Company, our CEO does not vote on matters relating to his own compensation.”
Board of Directors Report, page 23
| 2. | Please revise the reference “in this Annual Report,” which appears to mischaracterize the proxy statement as an annual report. |
The Company will delete the reference to “in this Annual Report on Form 10-K” (page 23) and replace it with the phrase “in this proxy statement.”
Attached to this letter, please find a statement from the Company acknowledging that:
| § | the Company is responsible for the adequacy and accuracy of the disclosure in the filling; |
| § | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| § | the Company may not assert staff comments as a defense in a proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance in this matter. If you have any questions or require additional information, please contact me directly.
| Very truly yours, |
| POULTON & YORDAN |
/s/ Richard T. Ludlow
| Richard T. Ludlow |
| Attorney at Law |
Mr. H. Roger Schwall
October 15, 2008
Page 3
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Bekem Metals, Inc. |
| Amended Proxy Statement on Schedule 14A |
| File No. 0-50218 |
| Filed October 8, 2008 |
Dear Mr. Schwall
In connection with the Company’s response to the comment raised by the staff at the Securities and Exchange Commission in your letter dated October 14, 2008, the Company acknowledges that:
| • | it is responsible for the adequacy and accuracy of the disclosure in its filings; |
| • | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | it may not assert staff comments as a defense in a proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions or require additional information, please contact me directly.
| Sincerely, |
/s/ Adam R. Cook
| Adam R. Cook |
| Corporate Secretary |
