UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  FORM 10-Q (Mark One) X QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
quarterly period ended March 31, 2009  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
the transition period from to Commission
file number 333-103621 BEESTON ENTERPRISES LTD. NEVADA
88-04360717(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)  247 SW 8th
Street, #122 Miami, FL 33130 (Address of principal
executive offices)  (305) 432-5232 (Issuers telephone number)  (Former name, former address and former fiscal year, if changed
since last report) Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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 .  [  ] 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, an accelerated filer, a non-accelerated filer, and
smaller reporting company: in Rule 12b-2 of the Exchange Act.  Large
accelerated filer[  ] Accelerated
filer [  ] Non-accelerated filer  [  ]
(Do not check if a smaller reporting company)Smaller reporting company[X]  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                       Yes
 [    ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of March 31, 2009, the Company had 58,342,000 issued and
outstanding shares of its common stock.   PART I  FINANCIAL INFORMATION  Item 1. Financial Statements.     BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH
31, 2009 AND 2008                                BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)    Condensed
Balance Sheets as of March 31, 2009 and December
31, 2008 (unaudited)  Condensed
Statements of Operations for the Three Months Ended March
31, 2009 and 2008 (unaudited) with Cumulative Totals Since Inception   Condensed
Statements of Cash Flows for the Three Months  Ended
March 31, 2009 and 2008 (unaudited) with Cumulative Totals Since Inception   Notes
to Condensed Financial Statements (unaudited)                                BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED BALANCE SHEETS (UNAUDITED)    ASSETSMarch 31,

December 31,2009

2008Current
AssetsCash
and cash equivalents
$
            912

$
                70Prepaid
expenses and deposits
2,619

2,683Total
Current Assets
3,531

2,753TOTAL
ASSETS
$
         3,531

$
           2,753LIABILITIES
AND STOCKHOLDERS' (DEFICIT)LIABILITIESCurrent
LiabilitiesAccounts
payable and accrued expenses
$        33,555

$
         26,164Notes
payable to stockholder
204,181

187,053Total
Current Liabilities
237,736

213,217Total
Liabilities
237,736

213,217STOCKHOLDERS'
(DEFICIT)Common
stock, par value $.001, 100,000,000 shares authorized and58,342,000
shares issued and outstanding
58,342

58,342Additional
paid-in capital
138,196

135,279Other
accumulated comprehensive income
12,011

12,539Deficit
accumulated during the development and exploration stages
(442,754)

(416,624)Total
Stockholders' (Deficit)
(234,205)

(210,464)TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
$
         3,531

$
           2,753   The
accompanying notes are an integral part of the condensed financial
statements.     BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    THREE MONTHS ENDED

Cumulative TotalsMARCH 31,

July 12, 19992009

2008

to March 31, 2009REVENUESale of mining
claims

$
                  -

$
                 -

$
                 23,289OPERATING
EXPENSESSpeculative
mining expenses

5,754

12,637

343,573Consulting

11,162

-

11,162Professional
fees

5,315

6,178

145,423Administrative
expenses

827

6,768

145,423Depreciation

-

-

3,806Total
Operating Expenses

23,058

25,583

588,232LOSS BEFORE
OTHER (EXPENSE)

(23,058)

(25,583)

(564,943)OTHER INCOME
AND (EXPENSE)Interest,
net

(3,072)

(2,702)

(14,056)Release of
exploration cost liability

-

-

136,245Total
other income and (expense)

(3,072)

(2,702)

122,189NET LOSS
APPLICABLE TO COMMON SHARES

$
       (26,130)

$       (28,285)

$
              (442,754)NET LOSS PER
BASIC AND DILUTED SHARES

$
           (0.00)

$
          (0.00)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING

58,342,000

58,250,000  The
accompanying notes are an integral part of the condensed financial
statements.


BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    THREE MONTHS ENDED

Cumulative TotalsMARCH
31,

July 12, 19992009

2008

to March 31, 2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
       (26,130)

$
       (28,285)

$
                          (442,754)Adjustments to reconcile net
loss to net cash(used in)
operating activitiesDepreciation

-

-

3,806Gain (loss) on
foreign currency translations

(528)

3,866

12,011Interest forgiven by
shareholder

2,917

2,702

23,528Changes in assets and
liabilities(Increase) decrease
in deposits and other current assets

64

175

(2,619)Increase (decrease)
in accounts payable andaccrued
expenses

7,391

(4,156)

33,555Total
adjustments

9,844

2,587

70,281Net cash (used in)
operating activities

(16,286)

(25,698)

(372,473)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of
equipment

-

-

(3,806)Net
cash (used in) investing activities

-

-

(3,806)CASH FLOWS FROM FINANCING ACTIVITIESSale of common stock

-

-

173,010Increase in notes payable
to stockholders

17,128

23,007

204,181Net
cash provided by financing activities

17,128

23,007

377,191NET INCREASE (DECREASE) INCASH AND CASH
EQUIVALENTS

842

(2,691)

912CASH AND CASH EQUIVALENTS -BEGINNING OF
PERIOD

70

5,838

-CASH AND CASH EQUIVALENTS - END OF
PERIOD

$
             912

$
          3,147

$
                                  912SUPPLEMENTAL CASH FLOW INFORMATION:During the quarter, cash
was paid for the following:Income
taxes

$
                 -

$
                  -

$
                                       -Interest

$
                 -

$
                  -

$
                                       -SUPPLEMENTAL DISCLOSURE OF NONCASH
ACTIVITY:Forgiveness of interest on
stockholder notes payable to additionalpaid-in
capital

$
          2,917

$
          2,702

$
                             23,528


The
accompanying notes are an integral part of the condensed financial
statements.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE
1- ORGANIZATION
AND BASIS OF PRESENTATION  The condensed unaudited interim financial statements included
herein have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC).  The condensed
consolidated financial statements and notes are presented as permitted on Form
10-Q and do not contain information included in the Companys annual statements
and notes.  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.  It is suggested that these condensed financial statements be
read in conjunction with the December 31, 2008 audited financial statements and
the accompanying notes thereto.  While management believes the procedures
followed in preparing these condensed financial statements are reasonable, the
accuracy of the amounts are in some respects dependent upon the facts that will
exist, and procedures that will be accomplished by the Company later in the
year.  These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods presented.  The Company was incorporated on July 12, 1999 under the laws of
the State of Nevada.  The business purpose of the Company was originally to
provide medical diagnostic imaging services to individuals in British Columbia
and Alberta, Canada.  In September of 2006 the Company changed its purpose
to mineral exploration and development.  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Exploration
Stage Company  The Company is considered to be in the exploration stage as
defined in Statement of Financial Accounting Standards (SFAS) No. 7,
Accounting and Reporting by Development Stage Enterprises, as
interpreted by the Securities and Exchange Commission for mining companies in
Industry Guide No. 7.  Use of Estimates  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Cash and Cash Equivalents  Cash and cash equivalents consists principally of currency on
hand, demand deposits at commercial banks, and liquid investment funds having a
maturity of three months or less at the time of purchase.  Start-up Costs  In accordance with the American Institute of Certified Public
Accountants Statement of Position 98-5, Reporting on the Costs of Start-up
Activities, the Company expenses all costs incurred in connection with the
start-up and organization of the Company.  Common Stock Issued For Other Than Cash  Services purchased and other transactions settled in the Company's
common stock are recorded at the estimated fair value of the stock issued if
that value is more readily determinable than the fair value of the consideration
received.  Propertyand Equipment  The cost of office computer equipment is capitalized and
depreciated over its useful life using the straight-line method of depreciation.
 For all equipment presently owned, the useful life being used is 60
months.  Repairs that substantially extend the life of the asset are
capitalized and those that do not are charged to operations.  All computer
equipment purchased was fully depreciated as of March 31, 2009.  Revenue Recognition  Revenue will be recognized when the following conditions are met:
 persuasive evidence of an arrangement exists; delivery has occurred in
accordance with the terms of the arrangement; the price is fixed or
determinable; and collectability is reasonable assured.                   BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Net
(Loss) Per Share of Common Stock  The
following table sets forth the computation of basic and diluted earnings per
share:   THREE MONTHS ENDEDMARCH 31,2009

2008Net loss



$
     (26,130)

$
     (28,285)Weighted
average common sharesoutstanding
(Basic)


58,342,000

58,250,000Options



-

-Warrants



-

-Weighted
average common sharesoutstanding
(Diluted)


58,342,000

58,250,000   All dilutive securities were not included in the calculation of
dilutive earnings per share because the effect would be anti-dilutive when the
Company has incurred a loss from operations.  There are no dilutive
securities, such as warrants or options, outstanding.  Fair
Value of Financial Instruments  The carrying amount reported in the balance sheet for cash and
cash equivalents, accounts payable and accrued expenses approximates fair value
because of the immediate or short-term maturity of these financial instruments.
 The carrying amount reported for notes payable approximates fair value
because, in general, the interest on the underlying instruments fluctuates with
market rates.  Currency
Risk and Foreign Currency Translations  The Company has assets and significant debt to stockholders on
notes denominated in Canadian currency.  In accordance with FASB 52,
Foreign Currency Translation,the functional currency of the Company is
United States currency, requiring periodic conversion at exchange rates as of
the report date.          BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Currency Risk and Foreign Currency Translations
(Continued)  The Company has reported its gain or loss on foreign currency
translation in its statement of Other Accumulated Comprehensive Income or (Loss)
due to these translation adjustments.  Recent
Accounting Pronouncements  In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements, which clarifies the definition of fair value whenever another
standard requires or permits assets or liabilities to be measured at fair value.
 Specifically, the standard clarifies that fair value should be based on
the assumptions market participants would use when pricing the asset or
liability, and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions.  SFAS No. 157 does not
expand the use of fair value to any new circumstances and must be applied on a
prospective basis in certain cases.  The standard also requires expanded
financial statement disclosures about fair value measurements, including
disclosure of the methods used and the effect on earnings.  In February, 2008, FASB Staff Position (FSP) FAS No. 157-2,
Effective Date of FASB Statement No. 157 (FSP No. 157-2) was issued.
 FSP No. 157-2 defers the effective date of SFAS No. 157 to fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years, for all nonfinancial assets and liabilities, except those that are
recognized or disclosed at fair value fair value in the financial statements on
a recurring basis (at least annually).  Examples of items within the scope
of FSP No. 157-2 are nonfinancial assets and nonfinancial liabilities initially
measured at fair value in a business combination (but not measured at fair value
in subsequent periods), and long-lived assets, such as property, plant and
equipment and intangible assets measured at fair value for an impairment
assessment under SFAS No. 144.  The partial adoption of SFAS No. 157 on January 1, 2008 with
respect to financial assets and financial liabilities recognized or disclosed at
fair value in the financial statements on a recurring basis did not have a
material impact on the Companys financial statements.  See Note 10 for the
fair value measurement disclosures for these assets and liabilities.  The
Company is in the process of analyzing  the potential impact of of SFAS No.
157 relating to its planned January 1, 2009 adoption of the remainder of the
standard.        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans,
which amends SFAS No. 87, Employers Accounting for Pensions,SFAS No.
88, Employers Accounting for Settlements and Curtailments of Defined
Benefit Plans and for Termination Benefits,SFAS No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions, and SFAS No.
132R, Employers Disclosures about Pensions and Other Postretirement
Benefits(revised 2003).  This statement requires companies to
recognize an asset or liability for the overfunded or underfunded status of
their benefit plans in their financial statements.  SFAS No. 158 also
requires the measurement date for plan assets and liabilities to coincide with
the sponsors year end.  The standard provides two transition alternatives
related to the change in measurement date provisions.  The recognition of
an asset and liability related to the funded status provision is effective for
fiscal years ending after December 15, 2006 and the change in measurement date
provisions is effective for fiscal years ending after December 15, 2008.
 This pronouncement has no effect on the Company at this time.  On January 1, 2008 (the first day of fiscal 2008), the Company
adopted SFAS No. 159, The Fair Value Option for Financial Assets and
Liabilities, including an amendment to SFAS No. 115  (SFAS No.
159).  SFAS No. 159 permits entities to choose to measure many financial
instruments and certain other  items at fair value, which are not otherwise
currently required to be measured at fair value.  Under SFAS No. 159. the
decision to measure items at fair value is made at specified election dates on
an instrument-by-instrument basis and is irrevocable.  Entities electing
the fair value option are required to recognize changes in fair value in
earnings and to expense upfront costs and fees associated with the item for
which the fair value option is elected.  The new standard did not impact
the Companys Condensed Financial Statements as the Company did not elect the
fair value option for any instruments existing as of the adoption date.
 However, the Company will evaluate the fair value measurement election
with respect to financial instruments the Company enters into in the future  In December, 2007, the FASB issued SFAS No. 141 (Revised 2007),
Business Combinations.  (SFAS No. 141(R)).  SFAS No. 141(R)
changes how an entity accounts for the acquisition of a business.  While it
retains the requirement to account for all business acquisitions using the
acquisition method, the new rule will apply to a wider range of transactions or
events and requires, in general, acquisition-date fair value measurements of
identifiable assets acquired, liabilities assumed and non-controlling interests
held in the acquiree, among other items.  The Company is beginning to
review the provisions of SFAS No. 141(R) , which applies prospectively to
business combinations with an acquisition date on or after the beginning of its
2009 fiscal year.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  In December, 2007 the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements,an
amendment of ARB No. 51.  SFAS No. 160 applies to for profit entities
that prepare consolidated financial statements where there is an outstanding
non-controlling interest in a subsidiary.  The statement requires that the
non-controlling interest be reported in the equity section of the consolidated
balance sheet but identified separately from the parent.  The amount of
consolidated net income attributed to the non-controlling interest is required
to be presented, clearly labeled for the parent and the non-controlling entity,
on the face of the consolidated statement of income.  When a subsidiary is
deconsolidated, any retained non-controlling interest is to be measured at fair
value.  Gain or loss on deconsolidation is recognized rather than carried
as the retained value of the retained investment.  The statement is
effective for fiscal years and interim periods beginning on or after December
15, 2008.  It cannot be adopted earlier but, once adopted, it is to be
applied retroactively.  This pronouncement has no effect on the Companys
financial reporting at this time.  In March of 2008 the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 161,
Disclosures about Derivative Instruments and Hedging Activitiesan amendment
of FASB Statement No. 133, Accounting for Derivatives and Hedging
Activities.  SFAS No. 161 has the same scope as Statement No. 133 but
requires enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement No. 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows.  SFAS No. 161 is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged.  The statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  SFAS No. 161 has no effect on the Companys financial
position, statements of operations, or cash flows at this time.  In May of 2008, the FASB issued Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles.This statement
identifies literature established by the FASB as the source for accounting
principles to be applied by entities which prepare financial statements
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  This statement is effective 60 days following approval
by the SEC of the Public Company           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.This statement will require no changes in the Companys
financial reporting practices.  In May of 2008 the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 163,
Accounting for Financial Guarantee Insurance  an interpretation of FASB
Statement No. 60, Accounting and Reporting by Insurance Enterprises.This statement requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence
that credit deterioration has occurred in an insured financial obligation.
 This statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts.  This statement is effective for fiscal
years beginning after December 15, 2008.  This statement has no effect on
the Companys financial reporting at this time.  NOTE
3- PROVISION
FOR INCOME TAXES  The Company accounts for income taxes using the liability method.
At March 31, 2009 and 2008 deferred tax assets consist of the following:    2009

2008Net operating
loss carryforwards
132,826

112,660Less: valuation
allowance

(132,826)

(112,660)Net deferred
tax assets

-

-  At March 31, 2009 and 2008 the Company had accumulated deficits of
$442,754 and $375,534, respectively, during the development and exploration
stages to offset future taxable income through 2021. The Company has established
a valuation allowance equal to the amount of the deferred tax asset due to the
uncertainty of the utilization of the operating losses in future periods.           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE
4 - NOTES
PAYABLE TO STOCKHOLDERS  The Company has borrowed funds for working capital purposes on
notes payable to stockholders of the Company.  The notes are payable on
demand and are non- interest bearing.  The total of these notes as of March
31, 2009 and December 31, 2008 was $204,181 and $187,053, respectively.  Interest
on the notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.  NOTE
5 - PURCHASE
OF MINERAL CLAIMS  On September 12, 2006 the Company purchased speculative mineral
claims in Canada for 50,000 Canadian dollars.  The expense was recognized
as $44,811 USD.  The Company is obligated to pay any fees and assessments
to  maintain the claims.  The Company is obligated to pay the vendor a
royalty of 2% of net smelter returns.  The royalty may be reduced to 1% by
payment of $500,000 CAD ($400,128 USD as of March 31, 2009) or eliminated
entirely by payment of $1,000,000 CAD ($800,256 USD as of March 31, 2009).  On December 15, 2006 the Company made an initial payment of $5,000
CAD, recognized as $4,338 USD, to acquire an option to purchase an interest in
three additional speculative claims.  The Company can acquire a 50%
interest in the three mineral properties by paying $45,000 CAD ($36,012 USD as
of March 31, 2009) on or before January 31, 2007 plus carrying out a $200,000
CAD ($160,051 USD as of March 31, 2009) exploration and development program by
December 15, 2007.  The due date has been extended by contract to June 30,
2008 and, on June 24, 2008 extended to September 30, 2008.  The Company
could also acquire an additional 10% interest in the claims by carrying out an
additional $250,000 CAD ($200,064 USD as of March 31, 2009) exploration and
development program, initially by December 15, 2008 and on June 24, 2008
extended to December 31, 2009.  The Company paid the cash portion of the
option purchase price of $45,000 CAD, recognized as $38,561 USD, on January 29,
2007.  On October 3, 2008 the Company abandoned its option to purchase the
three additional claims.  As part of the termination agreement, the Vendor
of the claims agreed to assume liability for exploration costs incurred on the
property but unpaid as of the termination date.  As of October 3, 2008 the
Company had incurred unpaid mining expenses of $139,016 CAD, recognized and
accrued as $136,245 USD.  The value of the Vendors assumption of liability
was $136,245 USD on October 3, 2008.              BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS  On January 18, 2007 the Company entered into an agreement to grant
an option giving the optionee the right to acquire one of the claims comprising
its mineral property rights upon the payment of $20,000 USD, payable at the time
of entering into the agreement, and the performance of a program of development
and exploration on the mineral property totaling $175,000 CAD over a four-year
period, with amounts to be completed by each anniversary.  Upon exercise of
the option to purchase the buyer will assume the 2% royalty of net smelter
returns payable to the original seller of the claims to the Company and will
receive the payout right of $1,000,000 CAD.  Additionally, the buyer will
assume a 2% royalty obligation to the Company, based on net smelter returns,
with a payout of $2,000,000 CAD.  The optionee failed to meet the second
anniversary schedule so the Company amended the agreement on January 16, 2009 to
allow the optionee an extension of time to June 30, 2009 to meet the annual
obligation.  NOTE
7 - STOCKHOLDERS
EQUITY OR (DEFICIT)  Common
Stock  As of March 31, 2009 and 2008 the Company has 100,000,000 shares
of common stock authorized and 58,342,000 and 58,250,000 shares, respectively,
issued and outstanding.  The following details the stock transactions for the Company:  On September 9, 1999 the Company issued 1,700,000 shares of its
common stock at $.001 per share for $1,700 to provide initial working
capital.  On December 30, 2002 the Company completed sale of 3,375,000
shares of its common stock at $.01 per share for $33,750 to provide further
working capital and to begin funding for its operations.  On December 20, 2004 the Company completed the sale of 750,000
shares at $.10 per share for $75,000 to provide further working capital and to
fund its operations.  On July 17, 2006 the Company effected a 10 for 1 forward split
effective August 1, 2006 for stockholders of record July 31, 2006.  The
5,825,000 pre-split shares became 58,250,000 shares issued and outstanding.  On July 9, 2008 the Company sold 92,000 shares at $.68 per share
for a total of $62,560, further explained in Note 8, below.  The proceeds
were used for working capital and to fund its operations.          BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)   NOTE
7 - STOCKHOLDERS
EQUITY OR (DEFICIT) (CONTINUED)  Common
Stock (Continued)  The Companys stock has no readily determinable market price and
has been valued by the Company at par value which estimates fair value.  During the three months ended March 31, 2009, interest forgiven on
notes payable to a stockholder, credited to additional paid-in capital,
increased $2,917, bringing the total from inception to $23,528.  NOTE
8 - PRIVATE
PLACEMENT MEMORANDUM  The Company issued a Private Placement Memorandum authorizing the
sale of up to 500,000 shares of its common stock at a price of $.68 per share.
 The original memorandum terminated September 30, 2007.  Three
extensions were authorized, bringing the termination date to June 20, 2008.
 At the termination of the Memorandum the Company had received
subscriptions for 92,000 shares along with proceeds of $62,560, which were
reported as a liability for stock to be issued pending issuance of the
certificates.  Issuance of certificates occurred on July 9, 2008.  NOTE
9 - GOING
CONCERN  The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.
 The Company has had recurring deficits in the past few years, has large
accumulated deficits, is in the exploration stage, and has no recurring
revenues. These items raise substantial doubt about the Companys ability to
continue as a going concern.  In view of these matters, realization of the assets of the Company
is dependent upon the Companys ability to meet its financial requirements and
the success of future operations.  These financial statements do not include adjustments relating to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue its existence.                BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE
10 - FAIR
VALUE MEASUREMENTS  On January 1, 2008, the Company adopted SFAS No. 157, Fair
Value Measurements(SFAS No. 157).  SFAS 157 defines fair value,
provides a consistent framework for measuring fair value under Generally
Accepted Accounting Principles and expands fair value financial statement
disclosure  requirements.  SFAS 157s valuation techniques are based
on observable and unobservable inputs.  Observable inputs reflect readily
obtainable data from independent sources, while unobservable inputs reflect our
market assumptions.  SFAS 157 classifies these inputs into the following hierarchy:  Level 1 Inputs-  Quoted prices for identical instruments in
active markets.  Level 2 Inputs-  Quoted prices for similar instruments in
active markets; quoted prices for identical or similar instruments in markets
that are not active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable.  Level 3 Inputs-  Inputs with primarily unobservable value
drivers.  The following table represents the fair value hierarchy for those
financial assets and liabilities measured at fair value on a recurring basis as
of March 31, 2009:  Assets
Level
1        Level 2
       Level 3
       TotalCash
equivalents         $
    -
          $
    -
            $
     -
         $
   -Prepaid
expenses
              -
                                                          -Total
Assets
-
-
-
                   -=====
           ==
                ==
           =====Liabilities
-
            204,181
             -
          204,181Total
Liabilities
               -
            204,181
             -
          204,181=====
      ======
            ==
        ======                  BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2009 AND 2008 (UNAUDITED)  NOTE
11 - SUBSEQUENT
EVENTS  On April 7, 2009 the Directors, with shareholder approval,
increased the single class of common stock authorized from 100,000,000 to
500,000,000 with no change in the $.001 per share par value.  On April 9, 2009 the Directors resolved to issue two debentures to
the President of the Company to secure prior loans made to the Company on
promissory notes and other funds previously paid on behalf of the Company.
 One debenture will be for $126,677 USD and the other for $125,100 CAD.
 The term of each debenture is three years and each debenture earns
interest at 12% per annum, calculated and payable annually.  Each debenture
is secured by a first floating charge over the undertaking and all property
and assets of the Company.  During the term of the debentures the holder may, at his option
convert all or part of the debt to common shares at a conversion rate of $.02
USD per share for the USD debenture or $.025 CAD for the CAD debenture.
 The Company is also permitted to pay any accrued interest in the form of
common shares at the same conversion rates.  Attached to each debenture are warrants to purchase additional
shares at the same prices specified for the conversion options.  There are
6,332,850 share purchase warrants attached to the USD debenture and 5,004,000
share purchase warrants attached to the CAD debenture.  The warrants expire
at the end of the term for the debentures.  On April 14, 2009 the Company entered into a Consulting Agreement
to provide communications and public relations services on behalf of the
Company.  Under terms of the Agreement the Consultant may exercise an
option to purchase 200,000 shares at $.04 USD per share upon forming the
Agreement.  During the two-year term of the Agreement, terminable upon 30
days notice, the Consultant has the option to purchase up to 7,000,000
additional shares at the $.04 price.  On April 16, 2009 the Directors authorized a Private Placement
Memorandum for sale of a maximum of 10,000,000 shares at a price of $0.03 USD
per share.  The offering has an expiration date of September 30, 2009,
unless extended by management.       Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations. Beeston is an
exploration stage company with limited operations, limited revenue, limited
financial backing and few assets, which consist mainly of mineral properties
that for the most part have had limited exploration to date.  Our initial
plan of operation was to build a business providing medical diagnostic imaging
services for individuals in Western Canada.  Our customers would have been
individuals who were prepared to pay for the services they receive, as well as
individual clients of the provincial medical insurance providers, workers
compensation boards, auto insurance carriers and specialty insurance providers.
 We believed at the time that there was an opportunity to provide these
services through private clinics that would supplement those being provided by a
government funded and administered health service that was constantly operating
under pressure to provide such services on a timely basis.  Despite our
efforts in this regard, we were unable to implement this business plan.  We
have also undergone management changes.  A number of our original directors
and officers are no longer with the Company, and we are still endeavoring to
replace some of the personnel.  As part of this reorganization, the Board
of Directors decided to explore opportunities in areas other than those
contained in the original business plan.  We believed that the
growing demand for the production of natural resources presents an area of
opportunity for developing companies.  Accordingly, pursuant to an
agreement dated September 12, 2006, we acquired a large tract of mineral claims
from Candorado Operating Company Ltd. (Candorado) located in the Province of
British Columbia, Canada, referred to collectively as the Ruth Lake Property,
for the purpose of carrying out exploration and development on this mineral
property.  There is no guarantee of locating a deposit of some mineral
product that could result in a producing mine.  However, we are of the
opinion that the location of the mining property is such as to warrant its
acquisition and for us to undertake exploration on the mineral property.  In our pursuit of other
mining properties of interest in the same area as our current mineral claim
holdings, we were able to enter into another agreement dated December 15, 2006
(Option Agreement) with Candorado, under which we were granted an option to
acquire an interest in certain mineral claims, referred to collectively as the
Bluff Lake Property, that are proximate to our previously acquired Ruth Lake
Property.  Pursuant to the terms of this Option Agreement, we could obtain
up to a sixty percent (60%) interest in these mineral claims through the payment
of cash and the performance of exploration work upon the optioned claims over a
two year period.  Upon our acquiring a minimum interest of fifty percent
(50%) in the optioned mineral claims, either party to the option agreement could
require participation of the other party in the further exploration and
development of the optioned mineral claims pursuant to a joint venture.  In addition to being
near to our previously acquired mineral claims, the optioned claims had already
received a significant amount of exploration work, the results of which were
made available to us. Based on the exploration work previously carried out on
the optioned mineral claims, our management believed that these mineral claims
were of sufficient merit to warrant a more advanced work program  of
exploration.  In our effort to
further the exploration and development of our large tract of acquired mineral
claims, we will also continue to review the possibility of participating in some
form of joint venture or option arrangement with other entities on a portion of
our mineral claim holdings.  This was the case in January, 2007, when
Beeston entered into an agreement with Kranti Resources Inc. (Kranti), a
start-up mining company, under which we granted the company an option to acquire
a mineral claim from our larger mineral claim holdings by the payment of cash
and the performance of a series of work programs over a period of four years.
 Upon acquisition of the mineral claim by Kranti, it will be required to
pay a certain royalty to Beeston and the prior owner of the mineral claims based
on a percentage of any net smelter returns derived from the mineral claim.  The mining industry in
British Columbia is well regulated.  We are required to comply with all
regulations, rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in Canada, generally, and in British
Columbia specifically.  The initial stage of exploration can generally be       carried out without any
permitting or notification to any government body or agency as it is deemed
low-disturbance/low-impact by the British Columbia Department of Energy, Mines
and Petroleum Resources (BCDM).  In the more advanced stages of
exploration involving mechanized trenching or diamond drilling, a Plan of
Operation will need to be filed with the BCDM.  This plan will detail the
extent, location and amount of surface disturbance for the trenching and/or
drilling.  A bond will also have to be obtained in the amount of the cost
of reclaiming the anticipated surface disturbance.  Usually the reclamation
process entails filling in and smoothing the surface of trenching sites, clean
up and removal of any work material, and seeding native grass/plants at the
sites of any disturbance.  We were required to make a $2,500 CAD security
deposit under the permit for which we applied and obtained in regard to the
exploration work performed under phase two of our exploration program on the
Bluff Lake Property in 2008.  In the event any trees larger than six inches
in diameter need to be cut down, a permit will also have to be obtained from the
British Columbia Ministry of Forests.  The cost of obtaining the BCDM or
Forestry permits is nominal (less than $100 CAD).  The bond required by the
BCMD is returned (with interest) upon proper clean up of the exploration site.
 In the event that a mineral exploration program should evolve to the point
where its purpose is the determination of the existence of a commercially viable
mineral deposit, various other government acts, regulation and rules come into
effect.  Neither of the exploration programs carried out on our properties
in 2007 had any such purpose.  All exploration activity in British Columbia
must be carried out in compliance with the Health, Safety and Reclamation Code
for Mines in British Columbia.  In the quest for
copper-gold mineralization, potassium and magnetic alteration is commonly used
as exploration vectors.  In regard to the Bluff Lake Property and the Ruth
Lake Property, an airborne radiometric and magnetic geophysical survey was
recently completed over the area where these properties are located under a
partnership program involving a number of the exploration companies having
mineral properties in the area, Geological Survey of Canada and Geoscience B.C.
 The results of this survey have been given to the participating
exploration companies and were released to the general public in April, 2007.
 The survey results for the Bluff Lake Property were previously made
available to us by Candorado, who was one of the participating exploration
companies.  A preliminary review of
the survey results showed several potassium anomalies, which may be indicative
of potassium alteration.  On the southern portion of the Bluff Lake
Property, fracture controlled potassic alteration and copper mineralization had
also been noted.  Other copper showings existed elsewhere on the property.
 Previous mineral explorations in this area had also delineated areas of
anomalous copper in soils in the property.  However, no significant amount
of drilling had been done.  We retained the services of Warner Gruenwald,
P. Geo. to provide us with an interpretation of the existing geological
information on the Bluff Lake Property and recommendations for further
exploration of the property.  To assist him in this matter, Mr. Rob Shives,
formerly the head of the Radiation Division of the Geological Survey of Canada,
was retained to conduct a detailed review of the airborne geophysical survey and
existing ground data.  Mr. Shives review defined eight target areas for
ground work.  Based on the information provided by Mr. Shives, Mr.
Gruenwald developed a two-phased $200,000 exploration program.  We carried
out phase one of the exploration work program on the Bluff Lake Property during
the summer of 2007.  Phase one of the exploration program entailed
reconnaissance grids and sampling on the targets identified by Mr. Shives as
well as some general prospecting, rock sampling and Mapping.  The cost of
phase one of the exploration program was $44,641 CAD.  Sampling of one
target area southeast of Bluff Lake yielded an east-southeast trending
cooper-in-soil anomaly nearly 500 meters long and at least 150 meters wide.
 This anomaly appears to be open to the east and west and coincides with a
zone of weathered monzonitic intrusive rocks that differ markedly from the
intrusive rocks elsewhere on the property.  Due to labor and equipment
shortages in the industry, we were limited to completing phase one of our
exploration program in 2007.  Under the terms of our Mineral Claim Purchase
Agreement with Candorado, we were granted an extension of the time period in
which to complete a total of $200,00CAD in exploration expenditures on the Bluff
Property to June 30, 2008.  This latter extension was set forth in an
agreement dated October 29, 2007 amending the Option Agreement between the
Company and Candorado.  Based on the results
from phase one of the exploration program, a $165,000 CAD work program was
planned as phase two of the exploration program to test the cooper anomaly.
 Phase two of the       exploration program was
commenced in June, 2008, and involved road construction, diamond drilling and
in-fill soil sampling.  However, due to labor shortages in the industry, we
were unable to complete all of phase two of the exploration program within the
extended time period and we were granted a further extension of the time period
in which to complete the balance of phase two of the exploration program by
Candorado to September 30, 2008.  This latter extension was set forth in an
agreement dated June 29, 2008 further amending the Option Agreement between the
Company and Candorado. The majority of phase two of the exploration program had
been completed; however, completion of the exploration work was suspended due to
a lack of funding.  Despite its best efforts, the Company was unable to
raise the necessary funds to complete phase two of its exploration program on
the Bluff Lake Property within the extended time period.  As a result,
pursuant to an agreement dated October 3, 2008, the Company agreed to terminate
its Option Agreement (as amended) with Candorado and its right thereunder to
acquire various interests in the Bluff Lake Property and Candorado agreed to
assume all responsibility and liability for phase two of the Companys
exploration program on the Bluff Lake Property.  The Ruth Lake Property
has not received as much exploration as the Bluff Lake Property.  What
prior exploration has taken place on or near this property has provided
indications that the area has the potential to host a copper-gold deposit or a
molybdenite deposit.  Prior to retaining the services of Mr. Gruenwald, we
had Mr. Marvin Mitchell, P. Eng. prepare a preliminary report on the Ruth Lake
Property to provide us with a basis for further exploration of this large tract
of mineral claims.  As a result of the limited amount of exploration work
preformed in this area, Mr. Mitchell recommended an initial exploration program
of approximately $50,000 CAD involving the taking of soil geochemical samples on
a regional grid with fill in samples where indicated by anomalous values.
 These samples would then be assayed for various elements and the results
would provide a basis for a more concentrated exploration program within the
property.  Following the release of the previously mentioned airborne
radiometric and magnetic geophysical survey of the Ruth Lake Property, Mr.
Shives was also retained to conduct a detailed review of the newly acquired
airborne geophysical data for the property.  The geophysical review
identified five target areas worthy of investigation for alkalic cooper-gold
porphyry deposits.  Each target area was then explored by geochemical soil
sampling and prospecting under the supervision of Mr. Gruenwald.  Anomalous
cooper-in-soil was detected near the edge of one target area and cooper
mineralization was sighted along a newly constructed logging road near this
area.  In addition to the results of the exploration program, historic
assessment reports relating to the southern part of the property reported
sporadic molybdenite-in-soil geochemical anomalies over a north-south length of
750 metres.  Molybdenite and small amounts of chalcopyrite were described
as disseminations and fracture fillings in altered, silicified and locally
quartz veined granite float and bedrock.  While some drilling was
performed, there are no records of results.  Based on the results of our
initial exploration program and the historic data on the property, a $35,000 CAD
work program is planned for the Ruth Lake Property.  Initially this work
program was to be carried out in late fall of 2008, but it has now been delayed
to the summer of 2009.  As the owner of the
mineral claims comprising the Ruth Lake Property, we have the exclusive right to
the minerals contained within the surface boundaries and continuing vertically
down, and the right to explore, develop and mine the mineral claims for such
minerals.  These rights granted to owners of mineral claims are obtained as
a form of tenure.  To maintain our tenure in good standing, a prescribed
dollar amount of exploration and development work must be performed and an
assessment report detailing such exploration and development filed with the
Mineral Titles Office annually.  A cash payment of the prescribed dollar
amount of exploration and development work may be made in lieu of performing
such exploration and development work.  Due to the delay in commencing our
work program planned of the Ruth Lake Property, we have maintained out interest
in this property to date by paying the monthly cash in lieu of exploration and
development work required to keep the property in good standing. It is our
intention to continue to make these monthly payments until our planned work
program gets underway.  The annual dollar value
of the exploration and development work required to be undertaken on a recorded
claim in British Columbia is $4.00 CAD per hectare in years 1 through 3,
followed by an $8.00 CAD per hectare per year thereafter.  We have filed
assessment reports based on the exploration work we carried out on our mineral
properties in 2007.  At that time, the cost of these exploration programs
was applied against the annual assessment fees for all of our interest in
mineral properties.  To date we have filed assessment work of $44,641 CAD
on the Bluff Lake Property and $48,230 CAD on the Ruth Lake       Property.  Kranti,
after some delay also due to the shortage of labour and equipment, was able to
complete its initial exploration program on its optioned claim.  To date
Kranti has paid cash of $1,914 CAD in lieu of filing assessment work plus filed
a further $26,075 CAD in assessment work under its exploration requirements on
the optioned claim.  All of the properties we currently hold are in good
standing.  The terrain in the area
in which our remaining mineral properties are located is well forested with
rolling hills, and elevations ranging from 915-1525 meters.  The climate is
generally dry with a warm summer and a cold winter.  Precipitation ranges
from 42-62 centimeters per year with up to 30 centimeters occurring as snow.
 While some exploration work such as trenching and drilling could be
carried out all year long, generally, exploration in the area is limited to an
eight month period running from April to October.  We anticipate performing
out intended exploration programs during this eight month period.  Accommodations as well
as supplies and equipment are available at the Towns of Lac La Hache or 100 Mile
House.  Electricity lines run up to the boundaries of the mineral
properties; however, most power requirements can be provided by the use of
on-site generators.  Competition and unforeseen limited sources of supplies
and manpower in the industry could result in occasional spot shortages of
supplies, such as dynamite, and certain equipment such as bulldozers, excavators
and drilling equipment that we may need to conduct exploration, as well as
skilled manpower to conduct exploration.  We hope to be able to begin
searching for such manpower, products, equipment and materials for our 2009
exploration program on the Ruth Lake property shortly.  We anticipate that
we will be able to complete our exploration program for the Ruth Lake Property
in 2009.  As our directors and
officers have no professional training or technical credentials in the field of
geology and specifically in the areas of exploring, developing and operating
mining properties, we will have to retain the services of various professionals
and technicians in the mining industry to provide such expertise.
 Accordingly, we have, and will continue to retain the services of
geologists and engineers to advise and assist us in the exploration of our
acquired interest in mineral claims.  As part of the effort
to raise additional funding for the Company, on June 20, 2007, our Board of
Directors approved a private placement offering of 500,000 common shares of the
Company at a price of $0.68 per share.  We anticipated raising up to
$340,000 by means of this private placement offering.  This private
placement offering, after three extensions, terminated on June 20, 2008.
 We received subscriptions for 92,000 shares worth proceeds of $62,560
under this private placement offering  In
order to cover the costs of the exploration program on the Ruth Lake Property
plus general operating expenses for the next twelve months, we will require
additional funding.  We intend to raise the required funds by means of debt
and/or equity funding. On April 16, 2009, our Board of Directors approved
another private placement offering for 10,000,000 common shares of the Company
at a price of $0.03 per share.  We anticipate raising up to $300,000 by
means of this private placement offering.  The expiration date for this
private placement is September 30, 2009.The net proceeds
received from the sale of the shares under this private placement will be used
for exploration and development, acquisition of interest(s) in mineral
properties, legal and accounting fees; general and administrative expense, plus
working capital.  We will also pursue the
sale and/or optioning of a portion of the numerous mineral tenures that comprise
the Ruth Lake Property.  The sale or optioning of a portion of our mineral
tenures will not only provide us with operating funds, but would also provide
for the further exploration and development of these mineral tenures, as in the
case of our mineral claim optioned to Kranti.  We anticipate that we
will be able raise the funding necessary to proceed with our exploration program
planned for the Ruth Lake Property.  To the extent we are unable to acquire
the funds required, we will amend or delay the exploration activity accordingly.
 However, if we are unable to complete the exploration program planned for
the Ruth Lake property or pay cash in lieu thereof by May 31, 2009, our tenure
of the Ruth Lake Property will terminate.        On April 7, 2009, the
Company increased its authorized capital stock from a single class of
100,000,000 shares of common stock, par value $0.001, to a single class of
500,000,000 shares of common stock, par value $0.001.  There was no
concurrent increase in the issued and outstanding shares of the Company. This
increase of its authorized capital stock will facilitate the Companys ability
to pursue additional equity funding in the future.  Brian Smith, president
of the Company, has also provided funding to Beeston in the form of various
non-interest demand loans.  However, interest on these loans has been
imputed at the rate of 6% per annum and is reported in our financial statements
as additions to interest expense and contributed capital.  In consideration
of Mr. Smith deferring payment of his various outstanding loans to the Company,
on April 9, 2009, the Company issued two convertible debentures to Mr. Smith to
secure payment of these loans as well as other funds previously paid on behalf
of the Company by Mr. Smith. One convertible debenture is for $126,677.00 (U.S.)
(the U.S.$ Debenture) and the other is for $125,100.00 (CAD) (the CAD$
Debenture).  The term of each of the debentures is three (3) years and
each debenture earns interest at 12% per annum, calculated and payable annually.
 The debt under each of the debentures is secured by a first floating
charge over the undertaking and all property and assets of the Company.  Each of the debentures
permits the holder, at his option, during the terms of the debentures, to
convert all or part of the debt represented by the debentures into common stock
of the Company at a conversion rate of $0.02(U.S.) per share for the U.S.$
Debenture, and at a conversion rate of $0.025(CAD) per share for the CAD$
Debenture.  The Company is also permitted, at its option, to pay any
accrued interest under either debenture in the form of common stock, also at the
same conversion rates that are permitted for the holder of the respective
debentures.  In further
consideration for Mr. Smith entering into the debenture agreements the Company
attached share purchase warrants to each of the debentures.  There are
6,333,850 share purchase warrants attached to the U.S.$ Debenture and 5,004,000
share purchase warrants attached to the CAD$ Debenture.  These share
purchase warrants grant the holder, over the term of the debentures, the right
to purchase one share of common stock of the Company for each share purchase
warrant at a purchase price of $0.02(U.S.) per share for every $0.02(U.S.) under
the U.S.$ Debenture and at a purchase price of $0.025(CAD) per share for every
$0.025(CAD) under the CAD$ Debenture.  We have no agreement
with any of our officers and directors for the provision of additional
funding.  As of June 30, 2008,
Beeston terminated its monthly lease of office space at #200-1687 West Broadway,
Vancouver, British Columbia, Canada.  We have also acquired various
computer and computer related equipment and furniture for use in performing
ongoing administrative tasks.  Our current facilities will be sufficient
for our current operations up until the time Beeston is able to establish a
mining operation.  On April 14, 2009 the
Company entered into an agreement with John Perez, consultant, (the Consulting
Agreement) for the purpose of retaining Mr. Perez to provide corporate
communications and public relations services for the Company.  Under the
terms of the Consulting Agreement Mr. Perez has been granted an option to
purchase up to 7,200,000 shares of the common stock of the Company (the
Option) at a price of $0.04(U.S.) per share (the Option Shares), over the
term of the Consulting Agreement of two (2) year.  Mr. Perez has the right
to exercise the Option for 200,000 of the Option Shares at the time of entering
to the Consulting Agreement and the right thereafter to exercise the Option for
the balance of the Option Shares based on the trading price of the Companys
shares from time to time as reported on the Over The Counter Bulletin Board
electronic quotation system.  The Company retains the right to terminate
the Consulting Agreement and the Option granted thereunder, at its option, upon
thirty (30) days notice.  Item 4T. Controls
and Procedures.  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting.  Internal control over financial reporting is a
process designed 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.  Our evaluation of
internal control over financial reporting includes using the COSO framework, an
integrated framework for the evaluation of internal controls issued by the
Committee of Sponsoring Organizations of the Treadway Commission, to identify
the risks and control objectives related to the evaluation of our control
environment.  The internal controls for the Company are provided by
executive managements review and approval of all transactions.  Based on the current
internal controls employed by the Company, the Company concludes that, as of
March 31, 2009, a material weakness exists in the Companys internal control
procedures, in that one individual who, as an officer and director of the
Company, has sole access and authority to receive cash and make cash
disbursements.  There were no
significant changes in Beestons internal controls or in other factors that
could significantly affect these controls from December, 31, 2008 to March 31,
2009. There were no significant deficiencies or additional material weaknesses,
and therefore there were no corrective actions taken.  It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system
are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future events. Because of these and
other inherent limitations of control systems, there can be no assurance that
any design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.   PART II  OTHER INFORMATION Item 6. Exhibits Exhibits:  Exhibit No.
Document
Location3.1
Articles of
Incorporation
Previously Filed3.2
Amendment to Articles
Previously Filed3.3
Bylaws
Previously Filed3.4
Certificate of Change
Previously Filed31
Rule
13a-41(a)/15d-14(a) Certificates
Included32
Section
1350 Certifications
Included                      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.   BEESTON
ENTERPRISES LTD.    May 15,
2009 ***/s/
Brian
Smith*** Date BRIAN SMITH, PRESIDENT