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 September 30, 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)  (702) 490-3272 (Registrants telephone number)  (Former name, former address and former fiscal year, if changed
since last report)  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 past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
 [ X].such filing requirements for the past 90 days. Yes [
   ]       No   [
   ] 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 during the preceding 12 months (or for such shorter
period that the registrant is required to submit and post such file).  Yes
 [  ]    No  [  ] (Not required)  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 September 30, 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) SEPTEMBER 30, 2009 AND 2008                                BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)    Condensed
Balance Sheets as of September 30, 2009 and December
31, 2008 (unaudited)  Condensed
Statements of Operations for the Three and Nine Months Ended September
30, 2009 and 2008 (unaudited) with Cumulative Totals Since Inception   Condensed
Statements of Cash Flows for the Nine Months  Ended
September 30, 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 SEPTEMBER 30, 2009 (UNAUDITED)   ASSETSSeptember 30,

December 31,2009

2008Current
AssetsCash
and cash equivalents
$
           3,114

$
                70Securities
receivable
118,400

-Prepaid
expenses and deposits
3,092

2,683Prepaid
consulting
54,737

-Total
Current Assets
179,343

2,753TOTAL
ASSETS
$
       179,343

$
           2,753LIABILITIES
AND STOCKHOLDERS' (DEFICIT)LIABILITIESCurrent
LiabilitiesAccounts
payable and accrued expenses
$
           8,922

$
         26,164Notes
and loans payable to stockholder
52,508

187,053Option
liability
54,737

-Convertible
debentures, net of debt discount
137,040

-Total
Current Liabilities
253,207

213,217Total
Liabilities
253,207

213,217STOCKHOLDERS'
(DEFICIT)Common
stock, par value $.001, 500,000,000 shares authorized and58,342,000
shares issued and outstanding, respectively
58,342

58,342Additional
paid-in capital
369,315

135,279Accumulated
other comprehensive income
10,655

12,539Deficit
accumulated during the development and exploration stages
(512,176)

(416,624)Total
Stockholders' (Deficit)
(73,864)

(210,464)TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
$
       179,343

$
           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 AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    THREE MONTHS ENDED

NINE MONTHS ENDED
Cumulative TotalsSEPTEMBER 30,

SEPTEMBER 30,
July 12, 1999 to2009

2008

2009
2008

September 30, 2009REVENUESale of mining claims

$       103,600

$
                 -

$     103,600
$
              -

$
               126,889OPERATING EXPENSESSpeculative mining expenses

8,722

1,528

22,507
151,848

360,327Consulting

20,375

-

46,404
-

46,403Professional fees

7,490

4,535

20,687
16,483

160,795Administrative expenses

7,665

517

14,375
12,481

97,815Depreciation

-

-

-
-

3,806Total
Operating Expenses

44,252

6,580

103,973
180,812

669,146INCOME OR (LOSS) BEFOREOTHER INCOME OR
(EXPENSE)

59,348

(6,580)

(373)
(180,812)

(542,257)OTHER INCOME OR (EXPENSE)Interest, net

(7,618)

(2,954)

(17,643)
(8,557)

(28,628)Amortization of debt discount

(105,302)

-

(111,495)
-

(111,495)Fair value adjustment

33,959

-

33,959
-

33,959Release of exploration cost liability

-

-

-
-

136,245Total other
income and (expense)

(78,961)

(2,954)

(95,179)
(8,557)

30,081(LOSS) BEFORE INCOME TAXES

(19,613)

(9,534)

(95,552)
(189,369)

(512,176)Provision for income taxes

-

-

-
-

-NET (LOSS) APPLICABLE TO
COMMON SHARES

$
       (19,613)

$
        (9,534)

$     (95,552)
$  (189,369)

$
              (512,176)NET LOSS PER SHARE - BASIC AND FULLY
DILUTED

$
           (0.00)

$
          (0.00)

$
        (0.00)
$
       (0.00)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING -
BASIC AND FULLY DILUTED

58,342,000

58,311,332

58,342,000
58,260,222  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 NINE MONTHS ENDED SEPTEMBER 30,
2009 AND 2008 (UNAUDITED) (WITH CUMULATIVE TOTALS SINCE
INCEPTION)    NINE
MONTHS ENDED

Cumulative TotalsSEPTEMBER
30,

July 12, 1999 to2009

2008

September 30, 2009CASH FLOWS
FROM OPERATING ACTIVITIESNet
(loss)

$
       (95,552)

$
     (189,369)

$
                          (512,176)Adjustments
to reconcile net (loss) to net cash(used
in) operating activitiesDepreciation

-

-

3,806Mineral
rights for stock

(103,600)

-

(103,600)Amortization
of prepaid consulting

33,959

-

33,959Amortization
of bond discount on convertible debentures

111,495

-

111,495Fair
value adjustment

(33,959)

-

(33,959)Gain
(loss) on foreign currency translations

(2,195)

7,705

10,343Interest
forgiven by shareholder

3,805

8,355

24,416Interest
on convertible debentures

13,617

-

13,617Changes
in assets and liabilities(Increase)
decrease in deposits and other current assets

(409)

3,355

(3,092)Increase
in accounts payable andaccrued
expenses

3,530

140,254

29,695Total
adjustments

26,243

159,669

86,680Net
cash (used in) operating activities

(69,309)

(29,700)

(425,496)CASH FLOWS
FROM INVESTING ACTIVITESAcquisition
of equipment

-

-

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

-

-

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

-

-

173,010Proceeds
from notes and loans payable to stockholders

72,353

23,963

259,406Net
cash provided by financing activities

72,353

23,963

432,416NET INCREASE
(DECREASE) INCASH
AND CASH EQUIVALENTS

3,044

(5,737)

3,114CASH AND CASH
EQUIVALENTS -BEGINNING
OF PERIOD

70

5,838

-CASH AND CASH
EQUIVALENTS - END OF PERIOD

$
          3,114

$
             101

$
                               3,114SUPPLEMENTAL
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

$
          3,805

$
          8,355

$
                             24,416Conversion
of notes payable into convertible debentures

$
      206,898

$
                -

$
                           206,898Conversion
of loans payable into convertible debentures

$
        20,772

$
                -

$
                             20,772Options
issued for prepaid consulting services

$
      163,001

$
                -

$
                           163,001Warrants
issued as part of convertible debentures

$
      111,495

$
                -

$
                           111,495Mining
rights revenue for securities receivable

$
      103,600

$
                -

$
                           103,600Increase
in debt discount due to substantial debt modification

$
      118,736

$
                -

$
                           118,736   The accompanying
notes are an integral part of the condensed financial statements.


BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 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 FASC 915-10-05, Development Stage Entities, 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 SEPTEMBER 30, 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 FASC 720-15-20, 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 September 30, 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 reasonably assured.  Net (Loss) Per Share of Common Stock  The following table sets forth the computation of basic and
diluted earnings per share:                  BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Net
(Loss) Per Share of Common Stock (Continued)   THREE MONTHS ENDED

NINE MONTHS ENDEDSEPTEMBER 30,

SEPTEMBER 30,2009
2008

2009

2008Net
(loss)


$
    (19,613)
$
       (9,534)

$
     (95,552)

$
 (189,369)Weighted
average commonshares
outstanding (Basic)
58,342,000
58,311,332

58,342,000

58,260,222Bond
conversion

12,950,126
-

7,782,676

-Warrants


12,950,126
-

7,782,676

-Options


7,200,000
-

4,467,153

-Exclusions as
anti-dilutive
(33,100,252)
-

(20,032,505)

-Weighted
average commonshares
outstanding (Diluted)
58,342,000
58,311,332

58,342,000

58,260,222   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.  The Company has potentially
dilutive securities, if there were earnings, in its convertible bonds, warrants,
and options explained in Note 5 below.  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.              BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Currency
Risk and Foreign Currency Translations  The Company has assets and significant debt to stockholders on
notes denominated in Canadian currency.  In accordance with
pre-Codification 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.  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.  Recently Enacted Accounting Standards  In June 2009 the FASB established the Accounting Standards
Codification (Codification or ASC) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (GAAP).  Rules and
interpretive releases of the Securities and Exchange Commission (SEC) issued
under authority of federal securities laws are also sources of GAAP for SEC
registrants.  Existing GAAP was not intended to be changed as a result of
the Codification and, accordingly, the change did not impact our financial
statements.  The ASC does not change the way the guidance is organized and
presented.  Statement of Financial Accounting Standards (SFAS) SFAS No. 165
(ASC Topic 855), Subsequent Events,SFAS No. 166 (ASC Topic 810),
Accounting for Transfers of Financial Assets-an Amendment of FASB
Statement No. 140, SFAS No. 167 (ASC Topic 810), Amendments to FASB
Interpretation No. 46(R),and SFAS No. 168 (ASC Topic 105), The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles-a replacement of FASB Statement No. 162 were recently
issued.  SFAS No. 166, 167, and 168 have no current applicability to the
Company or their effect on the financial statements would not have been
significant. Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic
820, which amends Fair Value Measurements and Disclosures  Overall,
ASU No 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements,ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that
include Software Elements,and various other ASUs, No. 2009-2 through ASU
No. 2009-15, which contain technical corrections to existing guidance or affect         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recently Enacted Accounting Standards
(Continued) guidance to specialized industries or entities, were recently
issued.  Aside from Note 11, below, addressing fair value measurements,
these updates have no applicability to the Company or their effect on the
financial statements would not have been significant.  NOTE
3- PROVISION
FOR INCOME TAXES  The Company accounts for income taxes using the liability method. At September 30, 2009 and 2008 deferred tax assets consist of the
following:                              2009

2008Net
operating loss carryforwards



$ 153,653

$ 160,986Less:
valuation allowance



(153,653)

(160,986)Net
deferred tax assets



$ -

$ -   At September 30, 2009 and 2008 the Company had accumulated
deficits of $512,176 and $536,619, respectively, during the development and
exploration stages to offset future taxable income through 2029. 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. During the nine months ended September 30, 2009, the valuation
allowance increased by $28,666, while during the nine months ended September 30,
2008, it increased by $56,811.  NOTE
4 - NOTES
AND LOANS 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 with an imputed interest rate of 6% per annum as additions to interest
expense and contributed capital.  The total of these notes as of September
30, 2009 and December 31, 2008 was $32,100 and $187,053, respectively.
 During the nine months ended September 30, 2009 the Company issued
convertible debentures as a replacement for USD-denominated notes totaling
$126,667 and CAD-denominated notes totaling $125,100 CAD ($100,993 USD).           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE
4 - NOTES
AND LOANS PAYABLE TO STOCKHOLDERS (CONTINUED)  Interest
on the notes that were converted had an imputed interest rate of 6% per annum as
additions to interest expense and contributed capital.  The Company also borrows via loans, from a stockholder of the
Company, on a monthly basis, to pay for the Mineral Tenure Maintenance Fee and
other business related expenses. The loans bear no interest and are due on
demand. As of September 30, 2009, the amounts due on these loans were
$20,408.  NOTE
5 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS  On April 9, 2009 the Company issued two convertible debentures to
the President of the Company as replacement for prior loans made to the Company
on promissory notes and other funds previously paid on behalf of the Company.
 One debenture is 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.  On September 24, 2009, in consideration for the holder to
surrender his floating charge in order to facilitate the granting of option
rights on the mineral properties, the conversion rate on the debentures was
changed to $0.0075 (US) for the USD-denominated debentures and $0.008 (CAD) for
the CAD-denominated debentures.  Thus the potential shares on conversion
were increased from 6,333,850 to 16,890,267 for the USD-denominated debentures
and from 5,004,000 to 15,637,500 for the CAD-denominated debentures. The fair
market value of the convertible debentures, net of the debt discount, as of
September 30, 2009, was $137,040.  Attached to each debenture are warrants to purchase additional
shares at the same prices specified for the conversion options.  There were
6,333,850 share purchase warrants which increased to the 16,890,267 attached to
the USD debenture and 5,004,000 share purchase warrants which increased to
15,637,500 attached to the CAD debenture due to the substantial modification
noted above. The Company calculated the value of the warrants as of September
30, 2009, using the Black-Scholes model. This transaction was considered a
substantial modification of the debt agreement that resulted in the amortization
of the entire discount of $111,495 and the recording of a new discount of
$118,736.            BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE
5 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (CONTINUED)  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 varying price levels and stock amounts, specified in the
Agreement.  The options were valued using the Black-Scholes model and as of
September 30, 2009 the value of the options was $54,737.  The Company
recorded a prepaid consulting asset and a corresponding option liability on
their financial records.  Over the two-year term of the options, the
prepaid consulting balance will be amortized into consulting expense, and at
each measurement date a fair value adjustment will be made to the value of the
prepaid consulting balance.  As of September 30, 2009 the amount amortized
to consulting expense for these options was $33,959.  NOTE
6 - PURCHASE
OF MINERAL CLAIMS  On September 12, 2006 the Company purchased 19 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. As of September 30, 2009, the Company paid $22,507 for
maintenance of 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 ($460,363 USD as of September 30, 2009) or eliminated
entirely by payment of $1,000,000 CAD ($920,726 USD as of September 30, 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 on or before
January 31, 2007 plus carrying out a $200,000 CAD 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 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        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE 6 - PURCHASE OF MINERAL CLAIMS (CONTINUED)  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.  NOTE
7 - 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.  On June 22, 2009 the Company entered into a Second Amending
Agreement which extends the annual obligation for exploration work to December
31, 2009.  In consideration for the extension the obligation for
exploration work is increased by a total of $50,000 CAD.  On September 24, 2009 the Company entered into an option agreement
where, for consideration in the form of stock in the optionee company, valued at
$103,600 on September 24, 2009, reported as a sale of mining claims, and valued
at $118,400 on September 30, 2009, the optionee has the right to explore and
develop nine claims and to acquire a 50% interest in the claims.  If the
option is exercised, the optionee and the Company may enter into a joint venture
for exploration and development.  If the option is exercised the optionee
grants to the Company a 2% net smelter royalty which can be paid out for
$1,000,000 CAD ($920,725 USD as of September 30, 2009).  The optionee must
carry out a $50,000 CAD exploration and development program on the claims by
September 24, 2010 and an additional $250,000 CAD exploration and development
program by September 24, 2011.  If the optionee, having exercised the
option, were to fail to meet the maintenance requirement on the claims, the
Company must meet the requirement and recover from the optionee.             BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE
7 - SALE
OF MINERAL RIGHTS (CONTINUED)  On September 25, 2009 the Company entered into an agreement where,
within six months of the signing the other party may, for consideration in the
form of stock in the optionee company, enter into an option agreement to
explore, develop, and acquire a 50% interest in eight of the Companys mineral
claims.  The optionee and the Company may negotiate a joint venture
agreement for further exploration and development.  Upon exercise of the
option, the optionee is obligated to pay a 2% royalty on net smelter returns
which can be paid out for $1,000,000 CAD ($920,725 USD as of September 30,
2009).  The optionee is also obligated to carry out a $50,000 CAD
exploration and development program on or before September 25, 2010 and an
additional $200,000 CAD exploration and development program by September 25,
2011.  If the optionee fails to meet the maintenance requirement, the
Company may make the necessary payments and recover from the optionee.   NOTE
8 - STOCKHOLDERS
EQUITY OR (DEFICIT)  Common
Stock  As of September 30, 2009 and December 31, 2008 the Company has
500,000,000 and 100,000,000 shares, respectively, of common stock authorized and
58,342,000 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.             BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER
30, 2009 AND 2008 (UNAUDITED)  NOTE
8 - STOCKHOLDERS
EQUITY OR (DEFICIT) (CONTINUED)  Common
Stock (Continued)  On July 9, 2008 the Company sold 92,000 shares at $.68 per share
for a total of $62,560, further explained in Note 9, below.  The proceeds
were used for working capital and to fund its operations.  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.  During the nine months ended September 30, 2009, interest forgiven
on notes payable to a stockholder, credited to additional paid-in capital,
increased $3,805, bringing the total from inception to $24,416.  NOTE
9 - PRIVATE
PLACEMENT MEMORANDA  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.  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s original expiration date of September 30, 2009,
was extended by management on September 29, 2009 for a further 180 days to March
31, 2010.   NOTE
10 - 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.  Management believes that the Companys capital requirements will
depend on many factors including the success of the Companys exploration
development efforts. With the business plan being followed, Management believes
along with working capital being raised that the operations and sales will make
the Company a viable entity over the next twelve months.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)  NOTE
10 - GOING
CONCERN (CONTINUED)  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.  NOTE
11 - 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 September 30, 2009:  Assets
Level
1        Level 2
       Level 3
       TotalCash
equivalents       $
     -
       $
      -
            $
      -
        $
    -Prepaid
expenses
                           54,737
                             54,737Total
Assets
-
54,737
-
             54,737=====
        ======
         ==
              =====Liabilities
-
            191,777
             -
          191,777Total
Liabilities
               -
            191,777
             -
          191,777=====
      ======
            ==
        ======


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 believe 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 entered 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.  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.  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. 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.  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.
 In our particular case, 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
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 were initially given to the participating
exploration companies and then later released to the general public in April,
2007.  The survey results for the Bluff Lake Property were 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 $200,000CAD 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 was
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, then the summer of 2009, and
now it has been delayed pending the results of the exploration work to be
carried out on various large parcels of the Ruth Lake Property under Option
Agreements recently entered into by the Company with two other junior mining
companies.  Due to the delay in
commencing our work program planned for the Ruth Lake Property for 2008, we have
maintained our 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. To the extent required, it is our intention to continue to make these
monthly payments until our planned work program gets underway.  We have filed
assessment reports based on the exploration work we carried out in 2007 on our
mineral properties.  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





Resources, Inc.
(Kranti), a start-up junior mining company to whom we have optioned one of the
mineral claims comprising the Ruth Lake Property after some delay, also due to
the shortage of labor 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.  Any exploration programs
would be carried out 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 may be needed in any exploration, as well as skilled
manpower to conduct exploration.  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 maintaining 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 initial expiration date for this
private placement was September 30, 2009, however, the expiration date was
extended by our Board of Directors for a further period of 180 days. The net
proceeds received from the sale of the shares under this private placement will
be used for mineral property maintenance, exploration and development,
acquisition of interest(s) in mineral properties, legal and accounting fees;
general and administrative expense, plus working capital.  In our efforts to
further the exploration and development of our large tract of acquired mineral
claims, we are continuously reviewing 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, under which we granted that
company an option to acquire a mineral claim comprising part of the Ruth Lake
Property 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.





In September, 2009, the
Company entered into agreements with USA Uranium Corp (USAU) and Mariposa
Resources, Ltd. (Mariposa), both junior mining companies, under which we
granted each company an option to acquire a fifty percent (50%) interest in and
to certain mineral claims comprising part of the Ruth Lake Property through the
payment to Beeston of common shares to be issued out of their respective
treasuries and the performance of exploration work upon their respective
optioned claims over a two year period.  Upon either company acquiring a
fifty percent (50%) interest in their respective optioned mineral claims, either
it or Beeston could require participation of the other in the further
exploration and development of the optioned mineral claims pursuant to a joint
venture.   USAU and Mariposa will each be responsible for maintaining
their respective optioned mineral claims in good standing.  The recent
optioning of a portion of our mineral tenures not only provides the potential
for generating operating funds through the sale of the common shares received as
part of the consideration for the respective options granted to USAU and
Mariposa, but will also provide for the further exploration and development of
these mineral tenures, as in the case of our mineral claim optioned to
Kranti.  We also anticipate that
we will be able raise additional funding necessary through the sale of shares
under our outstanding private placement offering to provide us with operating
funds as well as funding for future exploration of the Ruth Lake Property.  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.  A shareholder, Brian
Smith, 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 $0.02(U.S.) per share under the U.S.$ Debenture
and at a purchase price of $0.025(CAD) per share under the CAD$ Debenture.
 To date, no debt has been converted to shares and no warrants have been
exercised under either of these debentures.  On September 24, 2009,
Beeston entered into an agreement with Mr. Smith amending both the US$ Debenture
and the CAD$ Debenture issued to Mr. Smith.  In consideration of Mr. Smith
agreeing, inter alia, to the subordination and release of his right to a
first floating charge over the mineral claims optioned





to each of USAU and
Mariposa, respectively, upon either such company acquiring a fifty percent in
and to their respective optioned mineral claims, the Company agreed to amend the
provisions of the two convertible debentures issued to Mr. Smith by the Company
by reducing the share conversion and share purchase warrant prices and
increasing the number of share purchase warrants provided thereunder.  In
the case of the US$ Debenture, the share conversion and share purchase warrant
prices were reduced from $0.02(US) to $0.0075(US) and the number of share
purchase warrants were increased from 6,333,850 to 16,890,267, and in the case
of the CAD$ Debenture, the share conversion and share purchase warrant prices
were reduce from $0.025(CND) to $0.008(CND) and the number of share purchase
warrants were increased from 5,004,000 to 15,637,500.  Since the issue of the
debentures, Mr. Smith has provided the Company with additional funding, again in
the form of various non-interest demand loans, in the amount of $32,100 as of
September 30, 2009.  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.  To date, no shares have been issued by the
Company under this contract with Mr. Perez.  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
September 30, 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 June 30, 2009 to September 30,
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.    November
23, 2009  /s/
Michael Upham Date  MICHAEL UPHAM, PRESIDENT