U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM
10-K  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF1934  FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2009  BEESTON
ENTERPRISES LTD. ---------------------------- (Name of
registrant as specified in its charter)  Nevada
005-80181
88-04360717State or other jurisdiction of incorporation
Commission File Number
IRS Identification No.  #122 -
247 SW 8THStreet Miami,
Florida 33130 (Address
of principal executive offices)  Registrants telephone number: (305) 432-5232   Securities registered
under Section 12(b) of the Act:  None  Securities registered
under Section 12(g) of the Act:  Title
of Class: Common
Stock  Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.     [
 ]  Yes     [X]  No  Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section15(d) of the
Act.     [X]  Yes     [  ]
 No  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes [X] No
[_]  Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted   pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). [
 ] Yes  [X] No (Not required by smaller reporting company)  Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  [X]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.  Large accelerated filer
[
 ]
Accelerated filer
[
 ]Non-accelerated filer
[  ] (Do not check if a
smaller reporting company)
Smaller reporting company
[X]   Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  [   ]
Yes     [ X ] No   The
Aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity as of December 31, 2009:  $ 583,420  Number
of shares of Common Stock, $0.001 par value per share, of the registrant
outstanding as of December 31, 2009: 58,342,000  DOCUMENTS
INCORPORATED BY REFERENCE No documents are
incorporated herein by reference.    TABLE OF CONTENTS  Item
DescriptionPART I1
Business1A
Risk Factors1B
Unresolved Staff Comments2
Property3
Legal ProceedingsPART II5
Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities6
Selected Financial Data7
Managements Discussion and Analysis of Financial Condition
and Results of Operation7A
Quantitative Qualitative Disclosures About Market
Risk8
Financial Statements and Supplementary Data9
Changes in and Disagreement With Accountants on Accounting
and Financial Disclosure9A
Controls and Procedures9B
Other InformationPART III10
Directors, Executive Officers, and Corporate
Governance11
Executive Compensation12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters13
Certain Relationships and Related Transactions, and Director
Independence14
Principal Accountant Fees and ServicesPART IV15
Exhibits, Financial Statement schedulesSIGNATURES    PART I. ITEM 1.
 BUSINESS  Business
Development  Beeston
Enterprises Ltd. (Beeston or the Company) was incorporated on July 12, 1999,
in the State of Nevada.  Beeston has not been in bankruptcy or receivership
proceedings, and has not undergone any material reclassification, merger or
consolidation.  We
originally intended to establish ourselves as a Western Canadian based medical
diagnostic imaging service provider. However, based on a review of the current
business climate in the private medical service sector in Canada, we have chosen
to move our business in a new direction.  During the second half of 2006,
we began acquiring interests in mining properties located in British Columbia,
Canada.  Accordingly, we have changed our business plan to one of mineral
exploration and development.  Current Business  At
present, we are an exploration stage company.  An exploration stage company
is engaged in the search of mineral properties in an effort to locate mineral
deposits that can be developed to the stage of a commercially viable producing
mine.  We currently own a 100% interest in nineteen mineral claims,
comprising over 9,200 hectares, known as the Ruth Lake Property located
approximately 25 kilometres from Lac La Hache, British Columbia, Canada.
 We had also obtained an option to purchase three additional mineral
claims, comprising approximately 1,500 hectares, known as the Bluff Lake
Property located approximately 8 kilometres to the North West of our Ruth Lake
Property.  Our interests in the Ruth Lake Property and the Bluff Lake
Property were both acquired from Candorado Operating Company Ltd., a British
Columbia corporation trading on the TSX Venture Exchange (Trading Symbol CDO).
We recently terminated our option to purchase the Bluff Lake Property and are
currently considering the acquisition of additional mineral properties.  Mineral
exploration is best conducted where there are large areas of high mineral
potential, where mineral rights can be obtained under terms which are reasonable
and with long term certainty of title, and where political and tax regimes are
known to be relatively favorable and stable.  Accordingly, all of our
interests in mineral properties are located within the Quesnel Trough, a well
known geological belt containing an assemblage of volcanic sedimentary and
intrusive rocks of Upper Jurassic age, which extends from Washington State north
to central British Columbia.  This belt is known for hosting skarn and
porphyry copper and copper-gold deposits. Title to our interest in mineral
claims, like all titles to mineral claims in British Columbia, are located and
recorded by means of an on-line e-commerce system known as Mineral Title Online.
 This system allows mineral claims to be acquired or transferred using the
Internet and results in a more accurate and secure interest in mineral claims.
 As for the mining industry in British Columbia, the province is currently
experiencing a slow down in mineral exploration.  This decrease in mineral
exploration is due to the current decline in the demand for mineral resources.
 However, as the demand for mineral resources begins to rise, mineral
exploration in the province will again increase in response to such demand.
 The mining industry   in Canada, and in particular the Province of British Columbia, is
well established and respected, with an infrastructure capable of supporting all
forms of mining activity from small scale prospecting to large scale mining
operations, and a stable political environment which not only supports the
mining industry but ensures it is properly regulated in regard to such matters
as health and safety and environmental concerns.  The
mining industry as a whole is highly fragmented in that there are numerous
prospectors, exploration companies and mine producers.  We are a very small
exploration stage company that would be considered a minor participant in the
mining industry.  We do not compete directly with anyone for the
exploration of our interests in mineral properties as we hold all interest
and/or rights to explore these properties.  Readily available commodities
markets exist in Canada and around the world for the sale of gold, copper and
other minerals.  Therefore, should our exploration and development ever
progress to the level of a producing mine, we will likely be able to sell any
minerals we are able to recover.  This exploration program was to have
involved further soil and rock sampling.  Our
plan of operation, which is described in more detail under Item 7 herein, is to
carry out exploration work on our mineral properties, either by carrying out our
own exploration program or by participation in some form of joint venture or
option arrangement with other entities involved in mineral exploration.
 All such exploration shall be for the purpose of determining whether the
mining claims comprising our mineral property holdings contain any commercially
viable mineral deposits of copper or gold.  There can be no determination
that any commercially viable mineral deposits exist on any of our mining claims
until the appropriate exploration work has been performed.  There
is no assurance that a commercially viable mineral deposit exists on any of the
mineral properties in which we have an interest.  Mineral property
exploration is typically performed in phases.  Commencing from the initial
phase of exploration work, each subsequent phase of exploration work is
recommended by a geologist based on the results of the last completed phase of
exploration. Even if we complete exploration programs on our mineral properties
and are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling, geochemical, engineering and other
studies before we will know if we have a commercially viable mineral
deposit.  We have
carried out exploration on both the Bluff Lake and Ruth Lake Properties. Based
on the results of our initial exploration programs, management, in consultation
with our geologist, Mr. Warner Gruenwald, had decided to proceed further with
its exploration on both of these properties.  Phase two of the work program
planned for the Bluff Lake Property was to have consisted of a $165,000 CAD
exploration program involving trenching and drilling.  We had intended to
carry out this exploration program in late spring 2008.  A smaller work
program of approximately $35,000 CAD was also planned for the summer of 2008 on
the Ruth Lake Property.  This exploration program was to have involved
further soil and rock sampling.  However, we were unable to raise the
necessary funds to cover the costs of these planned exploration programs.
 As a result, we were unable to complete our exploration program on the
Bluff Lake Property and subsequently turned the exploration program over to
Candorado and terminated our option to purchase from Candorado.  We did not
carry out any exploration   program on the Ruth Lake Property in 2008 but have maintained our
interest in these mineral claims by payment of the maintenance fees in cash in
lieu of the conduct of exploration work.  In an effort to carry out
exploration on the vast number of mining claims that comprise the Ruth Lake
Property we have also entered into option agreements with other exploration
stage mining companies which cover a large portion of these mining claims.
 The particulars of these various option agreements are set forth under
Item 2. Properties.   It is our intent to raise the funds necessary to
continue our exploration of the Ruth Lake Property as well as to acquire
additional mineral properties for the purpose of conducting exploration for gold
deposits.  ITEM
1A.  RISK FACTORS  No
applicable.  ITEM
1B.  UNRESOLVED STAFF COMMENTS  None.  ITEM 2.
 PROPERTIES  On
September 12, 2006, we entered into an agreement (the Mineral Claim Purchase
Agreement) with Candorado Operating Company Ltd. (Candorado), an unrelated
third party, pursuant to which we acquired a 100% interest in 19 mineral claims,
totaling in excess of 9,200 hectares, upon the payment of the purchase price of
$50,000 CAD on September 15, 2006.  Under the terms of the agreement we are
required to pay a royalty to Candorado of 2% of net smelter returns, as that
term is defined in the Mineral Claim Purchase Agreement, on any production from
the Ruth Lake Property.  In the event that we do not maintain any of the
mineral claims comprising the Ruth Lake Property in good standing with the
Mineral Titles Branch in British Columbia, Canada by either carrying out the
minimum required assessment work or paying the prescribed assessment fee in lieu
of performing assessment work for each such claim, Candorado can pay the
assessment fee within 30 days of the date required for such payment.  We
then have the option of either reimbursing Candorado for the assessment fees
paid to maintain any of the mineral claims comprising the Ruth Lake Property and
retaining ownership of these mineral claims, or abandoning the mineral claims
and transferring ownership thereof back to Candorado.  Subsequent to the acquisition of the Ruth Lake Property, we
entered into an agreement (the Option Agreement) with Candorado dated December
15, 2006.  Under the terms of this Option Agreement, we had the right to
acquire up to a 60% interest in three mineral claims, comprising approximately
1,550 hectares, currently owned by Candorado.  These three mineral claims
are known as the Bluff Lake Property and are located approximately 8
kilometers to the North West of our Ruth Lake Property.  We paid $5,000 CAD
to Candorado at the time of signing the Option Agreement and could have acquired
a 50% interest in the Bluff Lake Property by paying $45,000 CAD to Candorado on
or before January 31, 2007, and by carrying out a $200,000 CAD exploration
program thereon by December 15, 2007.  We could have acquired a further 10%
interest in the Bluff Lake Property by carrying out an additional $250,000 CAD
exploration program thereon by December 15, 2008.  In the event we acquired
an interest in the Bluff Lake   Property, we further agreed with Candorado that at the request of
either party, both parties would negotiate a joint venture agreement for the
further exploration and development of the Bluff Lake Property.  We could
terminate the Option Agreement upon giving thirty (30) days notice to Candorado.
 Candorado could also terminate the Option Agreement by giving us notice of
failure on our part to pay any amount when due or perform any exploration
program within the time provided under the Option Agreement and such failure
continued for thirty (30) days after such notice.  Due to
labor and equipment shortages in the industry in 2007, we were limited to
completing phase one of the two phased exploration work program of approximately
$200,000 CAD that was planned for the Bluff Lake Property.  As a result,
pursuant to the terms of the Mineral Claim Purchase Agreement, we obtained an
extension of the time period to complete the required $200,000 CAD exploration
program to June 30, 2008.  This extension of the time period was formalized
under an agreement (the Amending Agreement) entered into by the Company and
Candorado on October 29, 2007.  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.  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.  On
January 18, 2007, Beeston entered into an agreement (the Kranti Option
Agreement) with Kranti Resources, Inc., (Kranti) a start up mining company,
whereby we granted Kranti an option to acquire one of the mining claims that
comprise the Ruth Lake Property.  Kranti can acquire the mining claims by
payment to Beeston of $20,000 U.S. at the time of entering into the Option
Agreement plus carrying out an exploration program of $175,000 CAD over a period
of four years.  In the event that Kranti acquires the mineral claim, it
shall be required, upon it selling any minerals from the mineral claim, to pay a
royalty of 2% of net smelter returns, as that term is defined in the Kranti
Option Agreement, to Candorado (as a prior owner), which can be paid out for
$1,000,000 CAD, and a further royalty of 2% of net smelter returns to Beeston,
which can be paid out for $2,000,000 CAD.  Kranti will also be responsible
for maintaining the mineral claim in good standing during the currency of the
Kranti Option Agreement.  Kranti can   terminate the Kranti Option Agreement upon thirty days notice and
Beeston, upon notice of default of any obligations by Kranti, can terminate the
Kranti Option Agreement if such default continues for thirty days.  Again,
due to the labor shortages experienced in the industry in 2007, Kranti was
delayed in obtaining the assay results of the soil and rock sampling it carried
out under its exploration program on the mining claim optioned from the Company.
 As a result, at the request of Kranti, we have extended the date for the
completion of the exploration work required to be performed by Kranti within the
first year of the Kranti Option Agreement.  The extension was for a
reasonable short period of time and was sufficient to allow Kranti to obtain and
report on its assay results.  Subsequent to December 31, 2008, Kranti
requested a further extension of time for completion of the $25,000 exploration
work that was required to be performed under the Kranti Option Agreement by
January 18, 2009.  On January 16, 2009, Beeston entered into an agreement
with Kranti extending the time period for the performance of this exploration
work until June 30, 2009, in consideration of Kranti granting Beeston control
over the allocation of the credits resulting from mineral exploration carried
out by Kranti on the mining claim optioned from the Company. Beeston has
subsequently granted Kranti a number of extensions for the completion of mineral
exploration work within the time periods provided under the Kranti Option
Agreement due to Krantis inability to raise funds.  On June 22, 2009,
December 30, 2009, and most recently on February 11, 2010, Beeston entered into
separate agreements with Kranti extending the date of completion of various
expenditures required to be completed by Kranti under the terms of the Kranti
Option Agreement in consideration of Kranti agreeing to various increases in the
amount of expenditures to be incurred on exploration work under the Kranti
Option Agreement totaling $100,000.  We anticipate that Kranti will be able
to meet this exploration requirement within the current extended time
periods.  On
September 24, 2009, the Company entered into an agreement (the USA Option
Agreement) with USA Uranium Corp. (USA Uranium) under which the Company
granted USA Uranium an option to acquire an undivided 50% interest in nine
mineral claims that are part of the Companys Ruth Lake Property, which mineral
claims total in excess of 4,300 hectares, in consideration of the issuance of
37,000,000 common shares of USA Uranium to the Company. These mineral claims are
subject to a two percent net smelter royalty which can be paid out for the sum
of $1,000,000(CDN).  USA Uranium can earn an undivided 50% interest in
these mineral claims by carrying out a $50,000 (CDN) exploration and development
program on these mineral claims on or before September 24, 2010, plus an
additional $250,000 (CDN) exploration and development program on these mineral
claims on or before September 25, 2011.  In the event that USA Uranium
acquires an interest in these mineral claims, the Company and USA Uranium have
further agreed, at the request of either party, to negotiate a joint venture
agreement for the further exploration and development of these mineral
claims.  As part
of the agreement between the Company and USA Uranium, on September 24, 2009, the
Company entered into an agreement with Brian Smith, a shareholder of the
Company, under which Mr. Smith agreed, inter alia, to subordinate, and
upon USA Uranium acquiring an undivided 50% interest in the Claims, to release
his right to a first floating charge over the assets of the Company granted
under the two convertible debentures previously issued to Mr. Smith by the
Company as it relates to the undivided 50% interest in the Claims to be acquired
by USA   Uranium.  In consideration of Mr. Smith agreeing, inter
alia, to the subordination and release of his right to a first floating
charge as aforesaid, 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 convertible
debenture issued for US dollars, 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 convertible debenture issued for CND dollars, 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.  On
September 25, 2009, the Company entered into an agreement (the Mariposa Option
Agreement) with Mariposa Resources, Ltd (Mariposa) under which the Company
granted Mariposa an option to acquire an undivided 50% interest in eight mineral
claims that are part of the Companys Ruth Lake Property, which mineral claims
total in excess of 3,900 hectares, in consideration of the issuance of 1,000,000
common shares of Mariposa to the Company within six months of the date of
signing of the agreement. These mineral claims are subject to a two percent net
smelter royalty, which can be paid out for the sum of $1,000,000(CDN).
 Mariposa can earn an undivided 50% interest in these mineral claims by
carrying out a $50,000 (CDN) exploration and development program on these
mineral claims on or before September 25, 2010 plus an additional $200,000 (CDN)
exploration and development program on these mineral claims on or before
September 25, 2011.  In the event that Mariposa acquires an interest in
these mineral claims, the Company and Mariposa have further agreed, at the
request of either party, to negotiate a joint venture agreement for further
exploration and development of these mineral claims.  As part
of the agreement between the Company and Mariposa, on September 24, 2009, the
Company entered into an agreement with Brian Smith, a shareholder of the
Company, under which Mr. Smith agreed, inter alia, to subordinate, and
upon Mariposa acquiring an undivided 50% interest in the Claims, to release, his
right to a first floating charge over the assets of the Company granted under
the two convertible debentures previously issued to Mr. Smith by the Company as
it relates to the undivided 50% interest in the Claims to be acquired by
Mariposa.  In consideration of Mr. Smith agreeing, inter alia, to
the subordination and release of his right to a first floating charge as
aforesaid, 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 convertible debenture
issued for US dollars, 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
convertible debenture issued for CND dollars, 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.  In
Canada, all lands and minerals initially rest in the Federal and Provincial
Governments in the name of Her Majesty, and the rights to the lands and minerals
have been acquired by private individuals under Crown Grants.  Early in the
history of Canada the practice of reserving the   minerals from the Crown Grants of land became an established
practice and eventually this practice became law under legislation.  The
result is that the Crown is the largest mineral owner in Canada, both as the fee
simple owner of Crown lands and through mineral reservations in Crown Grants.
 Under the Canadian Constitution, minerals located within a province vest
in that province.  In the case of our interests in mineral properties, that
is the Province of British Columbia.  In
British Columbia, most of the minerals are owned by the Province.  Rights
to explore and develop these minerals are obtained as a form of tenure issued by
the Province of British Columbia, which is recorded in the Mineral Titles Office
as a mineral claim.  Mineral claims are defined as a chattel under the
Mineral Tenure Act of British Columbia and are not an interest in land, but
rather, only carry with them the right to enter upon the mineral claim land for
the purpose of exploration for minerals and developing any minerals found
thereon up to the point of a producing mine.  At such
time as the exploration and development carried out upon a mineral claim has
progressed to the stage of a mineable mineral deposit, the mineral claim holder
can apply to the Miners Titles Office for the grant of a lease of the property
comprising the area of the mineral deposit find.  Mineral leases can be up
to a 30 year term, and are renewable.  A mining lease increases the mineral
claim holders rights in the land contained in the mineral claim and is
considered an interest in the land.  The
mineral claims comprising our Ruth Lake Property have been located and recorded
pursuant to the Mineral Tenure Act of the Province of British Columbia.  As
the registered owner of the mineral claims comprising the Ruth Lake Property, we
have the right to explore and develop these mineral claims and recover all of
the minerals contained within the surface boundaries of these properties and
continuing vertically downward.  Under
the Mineral Tenure Act, mineral claims can only be located and recorded by
residents of Canada.  In order to comply with that requirement, we could
either have the title to our mineral properties held in trust for us by one of
our directors or officers residing in British Columbia, or we could create a
wholly owned subsidiary company in British Columbia to be the registered owner
of our mineral properties.  To avoid the cost of creating and maintaining a
wholly owned subsidiary company, we have chosen to register the claims
comprising the Ruth Lake Property in the name of our President, who holds them
in trust for us. In the event we find that a commercially viable mineral deposit
on any of our mineral claims, we will form a wholly owned subsidiary company in
British Columbia, and our President will transfer registered title to such
wholly owned subsidiary company.  The
Ruth Lake Property is located approximately 25 kilometers east of the Town of
Lac La Hache or approximately 60 kilometers north-east of the Town of 100 Mile
House.  The area can be reached via the Forest Grave/Canim Lake Road just
to the north of 100 Mile House or by a network of logging roads and tracks which
extend east of Lac La Hache.  From the Canim Lake Road, 500 Road branches
to the north 7 kilometers to the south of Ruth Lake Park and passes through the
east centre of the claims and from this road a network of logging roads accesses
most of the property.    The
Ruth Lake Property is situated within the geological Quesnel Terrane, also known
as the Quesnel Trough.  This geological area hosts the Mount Polley, Mount
Milligan and Lorraine alkalic copper gold deposits to the north of our
properties and the Rayfield River, Afton-Ajax and Copper Mountain mineral
deposits to the south.  The GWR Resources Inc. Lac La Hache property is
within approximately 5 kilometers to the west of our Ruth Lake Property.  All of
the mineral claims comprising the Ruth Lake Property and are unencumbered.
 There are no native land claims that affect title to our various interests
in mineral claims.  There is no insurance covering any of our properties
and we believe that no insurance is necessary since the mining properties are
unimproved and contain no buildings or plant and equipment and our office
equipment is of marginal value.  Beeston
does not have any investments or interests in any real estate. Beeston also does
not invest in real estate mortgages, nor does Beeston invest in securities of,
or interests in, persons primarily engaged in real estate activities.  ITEM
3. LEGAL
PROCEEDINGS  The Company is not
involved in any legal proceedings.    PART II  ITEM 5.  MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDERS MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.  The
Companys common stock trades on the OTC Bulletin Board under the symbol BESE.
 The following table shows the high and low market prices for each quarter
for the past three years.   Quarter Ending
High
Low12/31/2009
$0.02
$0.019/30/2009
$0.02
$0.016/31/2009
$0.05
$0.023/31/2009
$0.06
$0.0212/31/2008
$0.10
$0.0159/30/2008
$0.17
$0.056/31/2008
$0.19
$0.173/31/2008
$0.40
$0.1012/31/2007
$0.80
$0.1309/30/2007
$0.85
$0.3506/30/2007
$0.95
$0.3003/31/2007
$1.00
$0.46   At the
present time, there are no assets available for the payment of dividends.
 The Company does not anticipate paying any dividends in the next twelve
months.  The
Articles of Incorporation currently authorize the issuance of 500,000,000 shares
of common stock, with a par value of $0.001.  The holders of the Shares:
(a) have equal ratable rights to dividends from funds legally available
therefore, when, as, and if declared by the Board of Directors of the Company;
(b) are entitled to share ratably in all of the assets of the Company available
for distribution upon winding up of the affairs of the Company; (c) do not have
preemptive subscription or conversion rights and there are no redemption or
sinking funds applicable thereto; and (d) are entitled to one non-cumulative
vote per share on all matters on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the following rights: (a)
cumulative or special voting rights; (b) preemptive rights to purchase in new
issues of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences.  In
addition, the Shares are not convertible into any other security.  There
are no restrictions on dividends under any loans, other financing arrangements
or otherwise.  See a copy of the Articles of Incorporation, and any
amendment thereto, and Bylaws of the Company, attached as Exhibits to the
Companys previously filed SB-2.  As of December 31, 2009, the Company had
58,342,000 shares of common stock outstanding.  The
Company issued a Private Placement Memorandum authorizing the sale of up to
500,000 shares of its stock at a price of $0.68 per share for a total offering
amount of $340,000.  The memorandum originally had an expiration date of
September 30, 2007.  However, three   extensions were approved by the Board of Directors and it finally
terminated on June 20, 2008.  Upon termination, the Company had received
and accepted subscriptions for 92,000 shares representing $62,560.
 Issuance of the share certificates was made following the closure of the
offering.  Non-Cumulative
Voting.  The
holders of Shares of Common Stock of the Company do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose.  In such event, the holders of the remaining
Shares will not be able to elect any of the Company's directors.  Share Purchase
Warrants  At
December 31, 2009, 16,890,267 share purchase warrants, having a share purchase
price of $0.0075(U.S.), were outstanding under a convertible debenture issued on
April 9, 2009 and 15,637,500 share purchase warrants, having a share purchase
price of $0.008(CAD), were outstanding under a convertible debenture also issued
on April 9, 2009.  See Item 7 Managements Discussion And Analysis Of
Financial Condition And Results Of Operations for details.  Share Purchase
Option  At
December 31, 2009, all or part of the debt of  $126,677(U.S.) under a
convertible debenture issued on April 9, 2009 can be converted into common stock
of the Company at a conversion rate of $0.0075(U.S.) per share, at the option of
the holder of the convertible debenture, and the Company can , at its option,
convert all or part of the interest payable under this convertible debenture
into common stock of the Company at the same conversion rate as for this debt.
 In addition, all or part of the debt of $125,100(CAD) under a convertible
debenture issued on April 9, 2009 can be converted into common stock of the
Company at a conversion rate of $0.008(CAD) per share, at the option of the
holder of the convertible debenture, and the Company can, at its option, convert
all or part of the interest payable under this convertible debenture at the same
conversion rate as for this debt.  No share conversion options were
exercised as of December 31, 2009.  See Item 7 Managements Discussion And
Analysis Of Financial Condition And Results Of Operations for details.  Dividends.  The
Company does not currently intend to pay cash dividends.  The Company's
proposed dividend policy is to make distributions of its revenues to its
stockholders when the Company's Board of Directors deems such distributions
appropriate.  Because the Company does not intend to make cash
distributions, potential shareholders would need to sell their shares to realize
a return on their investment.  There can be no assurances of the projected
values of the shares, nor can there be any guarantees of the success of the
Company. A distribution of revenues will be made only when, in the judgment of
the Company's Board of Directors, it is in the best interest of the Company's
stockholders to do so.  The Board of Directors will review, among other   things, the investment quality and marketability of the securities
considered for distribution; the impact of a distribution of securities on its
customers, joint venture associates, management contracts, other investors,
financial institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader distribution of
such securities.  Transfer Agent.  The Company continues
to retain the services of Pacific Stock Transfer Company, 500 E. Warm Springs
Road, Suite 240, Las Vegas, NV 89119, to act as transfer agent and
registrar.  ITEM 6.
 SELECTED FINANCIAL DATA  Not applicable    ITEM
7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  This
section includes a number of forward looking statements that reflect our current
views with respect to future events and financial performance.  Forward
looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events.  You should not place undue
certainty on these forward looking statements, which apply only as of the date
of this report.  These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.  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 currently 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, in
September, 2006, we acquired a large tract of mineral claims 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 a program of 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 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 then require participation of the other
party in the further exploration and development of the optioned mineral claims
pursuant to a joint venture. The Option Agreement relating to option of the
Bluff   Lake Property and the Mineral Claim Purchase Agreement for the
acquisition of the Ruth Lake Property,are described in more detail in
Item 2 Properties.  The
terrain in the area in which our 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.  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 to
conduct 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 need 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.  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 have been 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.  The early stages 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 we
applied for and obtained in regard to the exploration work planned for the phase
two of our exploration program on the Bluff Lake Property.  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.  None of the exploration programs carried out on our properties to
date have 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 could 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.  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 metres long and at least 150 metres wide.
 This anomaly appeared 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 $200,000 CAD 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, 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
exploration program was planned for the Ruth Lake Property for   the summer of 2008.  However, due to a lack of funding, this
exploration program was initially postponed until the following year. As a
result of the optioning of most of the Ruth Lake Property in 2009, exploration
by the Company on the Ruth Lake Property has now been postponed pending the
outcome of any exploration carried out on the Ruth Lake Property under these
option agreements.  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.
 We have filed assessment reports based on the exploration work we carried
out on our mineral properties in 2007.  The cost of these exploration
programs covered the annual assessment fees for all of our interest in mineral
properties.  To date we have filed assessment work of $48,230 CAD on the
Ruth Lake Property.  Kranti has paid cash of $1,914 CAD in lieu of filing
assessment work plus filed a further $26,075 CAD in assessment work on our
optioned mineral claim.  All of our properties are currently in good
standing.  Since
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.  As a result of our optioning most of the
mineral claims comprising the Ruth Lake Property to two junior mining companies
in 2009, the optionees under these two option agreements are now responsible for
maintaining these mining claims in good standing.  To the extent required,
it is our intention to continue to make the monthly maintenance payments for any
mineral claim that is not part of the two option agreements.  In
order to cover the maintenance costs for the Ruth Lake Property plus general
operating expenses, we will require funding of approximately $75,000 CAD for the
next twelve month period.  We are also continuing our efforts to acquire
additional mining properties or the right to acquire an interest in additional
mining properties.  We also hope to raise an additional $225,000 CAD to
facilitate the acquisition of additional mining properties or an interest in
such other mining properties and the exploration and development of such
acquisitions or interest in mining properties.  We intend to raise the
required funds by means of the sale of securities currently held by the Company,
upon these securities becoming tradable, as well as by debt and/or equity
funding.  From
time to time, our officers and directors have loaned us the funds necessary to
acquire out interests in the mineral properties and to cover our ongoing
operating expenses.  One of our   shareholders, Brian Smith, has 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 USA Uranium 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. The September 24, 2009 transaction increasing the
number of warrants was considered a substantial modification of the debt
agreement and accordingly a loss of extinguishment of debt of $344,026 was
recorded.  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 $80,954 as of   December 31, 2009.  We have no agreement with any of our
officers and directors for the provision of additional funding.  We have
also undertaken various private placements for the sale of additional shares in
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 had 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.  As of the date of termination, we
had received subscriptions for 92,000 shares worth proceeds of $62,560.  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.  In our
efforts to further the exploration and development of our large tract of
acquired mineral claims, we have continuously reviewed the possibility of
participating in some form of joint venture or option arrangement with other
entities on a portion of our mineral claim holdings.  As of this date, we
have managed to option out a large portion of the numerous mineral claims that
comprise the Ruth Lake Property.  The optioning of these mineral claims has
not only provided for the maintenance and the further exploration and
development of these mineral claims, but in some cases, has also provided us
with operating funds in the form of cash, and in other cases, has provided us
with a potential source of operating funds in the form of securities issued to
Beeston by the optioning companies.  In
January, 2007, 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 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.  Kranti is also required to
keep the mineral claim in good standing during the option period.  The
Kranti Option Agreement is described in more detail in Item 2 Properties.  In
September, 2009, the Company entered into separate agreements with USA Uranium
and 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.  To the extent that either USA Uranium or Mariposa fail to
maintain these optioned mineral claims in good standing, under the terms of the
aforesaid option agreements, Beeston can pay the appropriate mineral claims
maintenance fees required to   keep these optioned mineral claims in good standing and such
payments will be deemed to be loans made by Beeston to either USA Uranium or
Mariposa, as the case may be, which loan will be repayable immediately. As of
December 31, 2009, USA Uranium and Mariposa are indebted to the Company in the
amounts of $4,902 and $4,442, respectively.  The USA Option Agreement and
the Mariposa Option Agreement are described in more detail in Item 2.
Properties.  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 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.  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 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not applicable.   ITEM 8.
 FINANCIAL STATEMENTS  Included herewith are
the following financial statements:                     BEESTON ENTERPRISES LTD.  (AN
EXPLORATION STAGE COMPANY)  FINANCIAL STATEMENTS  DECEMBER 31, 2009 AND 2008


BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) INDEX
TO FINANCIAL STATEMENTS   TABLE
OF CONTENTS PAGE  REPORTS OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRMS  1
 4  Financial
Statements Balance
sheets as
of December 31, 2009 and 2008  5  Statements
of operations for the Years Ended December 31, 2009 and
2008 with Cumulative Totals Since Inception 6  Statement
of Changes in Stockholders Equity (Deficit) for the Period July
12, 1999 (Inception) to December 31, 2009 7  Statements
of Cash Flows for the Years Ended December 31, 2009 and
2008 with Cumulative Totals Since Inception 8  Notes
to financial statements 9
 19          [beestonform10kfinalaqsedg002.gif]  Report Of Independent Registered Public Accounting
Firm   The Board of
Directors and Stockholders Beeston Enterprises
Ltd Miami, Florida  We have
audited the accompanying balance sheet of Beeston Enterprises Ltd. as of
December 31, 2009, and the related consolidated statement of operations,
stockholders' deficit, and cash flows for the year ended December 31, 2009.
 These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.  The financial statements of
Beeston Enterprises Ltd. as of December 31, 2008, and for the year then ended
were audited by other auditors who have ceased operations.  Those auditors
expressed an unqualified opinion on those financial statements, dated March 30,
2009.  We
conducted our audit in accordance with standards established by the Public
Company Accounting Oversight Board (United States of America).  Those
standards require we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  We believe that our audit provides a reasonable
basis for our opinion.  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Beeston Enterprises Ltd. as of
December 31, 2009, and the results of its operations and its cash flows for each
the year ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.  The
accompanying financial statements for December 31, 2009 have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
10 to the financial statements, the Company has incurred substantial accumulated
deficits and operating losses. These issues lead to substantial doubt about the
Companys ability to continue as a going concern. Managements plans in regards
to these matters are also discussed in Note 10. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.    1         FRIEDMAN LLP   March
30, 2010           2      BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C. Certified Public Accountants  406
Lippincott Drive, Ste. J Marlton,
NJ 08053-4168 (856)
355 5900  Fax (856) 396 0022    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Board of Directors
and Stockholders Beeston Enterprises,
Ltd. #122-247 SW
8th Street Miami, FL 33130  We have
audited the accompanying balance sheets of Beeston Enterprises, Ltd. as of
December 31, 2008 and 2007, and the related statements of operations,
stockholders (deficit) and cash flows for each of the years in the two-year
period ended December 31, 2008. Beeston Enterprises, Ltds management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Beeston Enterprises, Ltd. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.          3       The accompanying financial statements have been prepared
assuming the Company will continue as a going concern.  As discussed
in Note 9 to the financial statements, the Company has had recurring
deficits in the past few years, is in the exploration stage, and has no
recurring revenues. They have incurred losses since inception and will be
looking to raise capital over the next year to assist in funding their
operations. These factors raise substantial doubt about its ability to
continue as a going concern.  Managements operating and financing
plans in regards to these matters are also discussed in Note 9.  The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.BAGELL,
JOSEPHS, LEVINE & COMPANY, L.L.C.Bagell,
Josephs, Levine & Company, L.L.C.Marlton, NJ
08053 March 30, 2009                           The report is a copy of
the previously issued report.  The predecessor auditor
has not reissued the report. 4   BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) BALANCE SHEETS DECEMBER 31, 2009 AND 2008   ASSETS2009

2008Current
AssetsCash
and cash equivalents


$
              6,183

$
            70Accounts
receivable


9,344

-Prepaid
expenses and deposits


3,241

2,683Prepaid
consulting


49,440

-Securities


315,000

-Total
Current Assets


383,208

2,753TOTAL
ASSETS


$
          383,208

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


$
            13,500

$
     26,164Notes
payable to stockholders


80,954

187,053Option
liability


49,440

-Convertible
debentures


227,670

-Total
Current Liabilities


371,564

213,217Total
Liabilities


371,564

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


58,342

58,342Additional
paid-in capital


548,261

135,279Other
accumulated comprehensive gain


202,342

12,539Deficit
accumulated during the development and exploration stages


(797,301)

(416,624)Total
Stockholders' Equity or (Deficit)


11,644

(210,464)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY OR (DEFICIT)


$
          383,208

$
       2,753   The accompanying notes
are an integral part of these financial statements 5   BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (WITH CUMULATIVE TOTALS SINCE INCEPTION)    Cumulative TotalsJuly 12, 1999 to2009

2008

December 31, 2009REVENUESale
of mining claims
$
      103,600

$
                  -

$
               126,889OPERATING
EXPENSESSpeculative
mining expenses
22,398

154,503

360,218Consulting
37,166

-

37,165Professional
fees
34,302

26,015

174,410Administrative
expenses
20,737

13,537

104,177Depreciation
-

-

3,806Total
Operating Expenses
114,603

194,055

679,776LOSS BEFORE
OTHER INCOME AND (EXPENSE)
(11,003)

(194,055)

(552,887)OTHER INCOME
AND (EXPENSE)Interest,
net
(25,648)

(11,565)

(36,633)Loss
from debt extinguishment
(344,026)

-

(344,026)Release
of exploration cost liability
-

136,245

136,245Total
Other Income and (Expense)
(369,674)

124,680

(244,414)LOSS BEFORE
PROVISION FOR INCOMETAXES
(380,677)

(69,375)

(797,301)Provision
for income taxes
-

-

-NET LOSS
APPLICABLE TO COMMON SHARES
$
     (380,677)

$
       (69,375)

$
              (797,301)NET LOSS PER
BASIC AND DILUTED SHARES
$
           (0.01)

$
           (0.00)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING
58,342,000

58,294,110   The accompanying notes
are an integral part of these financial statements 6   BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY OR
(DEFICIT) FROM
JULY 12, 1999 (INCEPTION) TO DECEMBER 31, 2009     Common
Stock
Additional
Accumulated
Deficit
accumul-
Stockholders'Shares

Amount
Paid-in
Capital
Other
Compre-
ated during
the ex-
Equity orhensive
Income
ploration
stages
(Deficit)July 12, 1999
(Inception)
-

-
-

-
-Issuance of
common stock for cash,September 9,
1999
1,700,000

$
          1,700
$
                  -
$
                  -
$
                      -
$
           1,700Net loss for the
period
-

-
-

(1,700)
(1,700)Balance,
December 31, 1999
1,700,000

1,700
-

(1,700)
-Net loss for the
year
-

-
-

-
-Balance,
December 31, 2000
1,700,000

1,700
-

(1,700)
-Net loss for the
year
-

-
-

-
-Balance,
December 31, 2001
1,700,000

1,700
-

(1,700)
-Issuance of
common stock for cash,December 30,
2002
3,375,000

3,375
30,375

-
33,750Net loss for the
year
-

-
-

(9,242)
(9,242)Balance,
December 31, 2002
5,075,000

5,075
30,375

(10,942)
24,508Net loss for the
year
-

-
-

(29,673)
(29,673)Balance,
December 31, 2003
5,075,000

5,075
30,375

(40,615)
(5,165)Issuance of
common stock for cash,December 20,
2004
750,000

750
74,250

-
75,000Net loss for the
year
-

-
-

(30,738)
(30,738)Balance,
December 31, 2004
5,825,000

5,825
104,625

(71,353)
39,097Net loss for the
year
-

-
-

(25,912)
(25,912)Balance,
December 31, 2005
5,825,000

5,825
104,625
-
(97,265)
13,18510 for 1 forward
split, July 17, 2006
52,425,000

52,425
(52,425)

-
-Net loss for the
year
-

-
-

(92,174)
(92,174)Forgiveness of
interest on notes payable
-

-
2,299
-
-
2,299Other
accumulated comprehensive loss




2,072

2,072Balance,
December 31, 2006
58,250,000

58,250
54,499
2,072
(189,439)
(74,618)Net loss for the
year
-

-
-
-
(157,810)
(157,810)Forgiveness of
interest on notes payable
-

-
7,124
-
-
7,124Other
accumulated comprehensive loss
-

-
-
(10,223)
-
(10,223)Balance,
December 31, 2007
58,250,000

58,250
61,623
(8,151)
(347,249)
(235,527)Issuance of
common stock for cash,July 9,
2008
92,000

92
62,468
-
-
62,560Net loss for the
year
-

-
-
-
(69,375)
(69,374)Forgiveness of
interest on notes payable
-

-
11,188
-
-
11,188Other
accumulated comprehensive loss
-

-
-
20,690
-
20,689Balance,
December 31, 2008
58,342,000

58,342
135,279
12,539
(416,624)
(210,464)Net loss for the
year
-

-
-
-
(380,677)
(380,677)Forgiveness of
interest on notes payable
-

-
4,434
-
-
4,434Amortization of
consulting options
-

-
24,720
-
-
24,720Fair value of
warrants issued
-

-
383,828
-
-
383,828Other
accumulated comprehensiveincome
or (loss)
-

-
-
189,803
-
189,803Balance,
December 31, 2009
58,342,000

$
        58,342
$
           548,261
$
         202,342
$
             (797,301)
$
         11,644   The accompanying notes
are an integral part of these financial statements 7   BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008 (WITH
CUMULATIVE TOTALS SINCE INCEPTION)   Cumulative TotalsJuly 12, 1999 to2009

2008

December 31, 2009CASH FLOWS
FROM OPERATING ACTIVITIESNet
loss

$
     (380,677)

$
       (69,375)

$
                 (797,301)Adjustments
to reconcile net loss to net cash provided by(used
in) operating activitiesDepreciation

-

-

3,806Mineral
rights for stock

(103,600)

-

(103,600)Amortization
of prepaid consulting

24,720

-

24,720Loss
on debt extinguishment

344,026

-

344,026Gain
(loss) on foreign currency translations

(21,597)

20,690

(9,058)Interest
forgiven by shareholder

4,434

11,188

25,045Interest
on convertible debentures

21,584

-

21,584Release
of exploration cost liability

-

(136,245)

-Changes
in assets and liabilities(Increase)
decrease in prepaid expenses and deposits

(558)

778

(3,241)(Increase)
in mining expense reimbursements due

(9,344)

-

(9,344)Increase
(decrease) in accounts payable andaccrued
expenses

(12,664)

144,122

13,500Total
adjustments

247,001

40,533

307,438Net
cash provided by (used in) operating activities

(133,676)

(28,842)

(489,863)CASH FLOWS
FROM INVESTING ACTIVITESPurchase
of office 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

139,789

23,074

326,842Net
cash provided by financing activities

139,789

23,074

499,852NET INCREASE
(DECREASE) INCASH
AND CASH EQUIVALENTS

6,113

(5,768)

6,183CASH AND CASH
EQUIVALENTS -BEGINNING
OF PERIOD

70

5,838

-CASH AND CASH
EQUIVALENTS - END OF PERIOD

$
          6,183

$
               70

$
                      6,183SUPPLEMENTAL
CASH FLOW INFORMATION:During
the year, 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

$
          4,434

$
        11,188

$
                    25,045Conversion
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

$
        74,160

$
                -

$
                    74,160Warrants
issued as part of convertible debentures

$
      383,828

$
                -

$
                  383,828    The accompanying notes
are an integral part of these financial statements 8   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008  NOTE 1  NATURE OF ORGANIZATION  The Company was incorporated on July 12, 1999 under the laws of
the State of Nevada. At present, we are an exploration stage company.  An
exploration stage company is engaged in the search of mineral properties in an
effort to locate mineral deposits that can be developed to the stage of a
commercially viable producing mine.  We currently own a 100% interest in
nineteen mineral claims, comprising over 9,200 hectares, known as the Ruth Lake
Property located approximately 25 kilometers from Lac La Hache, British
Columbia, Canada.  We had also obtained an option to purchase three
additional mineral claims, comprising approximately 1,500 hectares, known as the
Bluff Lake Property located approximately 8 kilometers to the North West of
our Ruth Lake Property.  Our interests in the Ruth Lake Property and the
Bluff Lake Property were both acquired from Candorado Operating Company Ltd., a
British Columbia corporation trading on the TSX Venture Exchange (Trading Symbol
CDO). We recently terminated our option to purchase the Bluff Lake Property
and are currently considering the acquisition of additional mineral
properties.  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.  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 FASC 720-15-20, Start-up Activities, the Company
expenses all costs incurred in connection with the start-up and organization of
the Company.       9   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)  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.  Property and 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.  Depreciation
expense for the years ended December 31, 2009 and 2008 was $0.  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.  Net
(Loss) Per Share of Common Stock  The
following table sets forth the computation of basic and diluted earnings per share:   YEARS ENDEDDECEMBER 31,2009

2008Net loss



$
   (173,880)

$
     (69,375)Weighted average common sharesoutstanding (Basic)


58,342,000

58,294,110Bond conversion


32,527,767

-Warrants



32,527,767

-Options



7,000,000

-Exclusions as anti-dilutive

(72,055,534)

-Weighted average common sharesoutstanding (Diluted)


58,342,000

58,294,110       10   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)  Net
(Loss) Per Share of Common Stock  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.  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 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
thed Codification and, accordingly, the change did not impact our financial
statements.  The ASC does not change the way the guidance is organized and
presented.             11   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued) Recently Enacted Accounting Standards
(Continued) 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
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. In December of 2009, the FASB issued ASU 2009-16, Transfers
and Servicing,(Topic 860): Accounting for Transfers of Financial
Assets.This Update amends the FASB Accounting Standards Codification
for Statement 166  Also in December of 2009, the FASB issued ASU 2009-17,
Consolidations(Topic 810):  Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities.This Update
 amends the FASB Accounting Standards Codification for Statement 166.
 Neither of these updates has any current applicability to the Companys
financial reporting.  NOTE
3- PROVISION
FOR INCOME TAXES  The Company accounts for income taxes using the liability method. At December 31, 2009 and 2008 deferred tax assets consist of the
following:   2009

2008Section 195
start-up costs

177,601

124,987Less: valuation
allowance

(177,601)

(124,987)Net deferred
tax assets

-

-    12   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
3- PROVISION
FOR INCOME TAXES (continued)  At December 31, 2009 and 2008 the Company had accumulated deficits
of $797,301 and $416,624, 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.  NOTE
4 - NOTES
PAYABLE TO STOCKHOLDERS  The Company has borrowed funds for working capital purposes on
notes or loans payable to stockholders of the Company.  The notes are
payable on demand and are non- interest bearing.  The total of these notes
and loans as of December 31, 2009 and 2008 was $80,954 and $187,053,
respectively.  Interest
on notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.  No interest is imputed on
unsecured loans payable to the stockholder.  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 as of December 31, 2009,
including accrued interest, was $267,472 before an unamortized debt discount of
$245,099, yielding a $22,373 value of convertible debentures net of debt
discount.      13   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
5 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (continued)  Attached to each debenture are warrants to purchase additional
shares at the same prices specified for the conversion options.  There were
6,332,850 share purchase warrants which increased to 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
December 31, 2009, using the Black-Scholes model.  The September 24, 2009
transaction increasing the number of warrants was considered a substantial
modification of the debt agreement and accordingly a loss of extinguishment of
debt of $344,026 was recorded.  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 $.04 per share with the timing of purchases based on the
stock price as specified in the Agreement.  The options were valued using
the Black-Scholes model and as of December 31, 2009 the value of the options was
$49,440.  The Company recorded a prepaid consulting asset and a
corresponding option liability in its financial records.  Over the two-year
term of the options, the prepaid consulting balance will be amortized into
consulting expense.  NOTE
6 - 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.  These on-going payments are recognized as
speculative mining expenses.  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 (currently $476,463 USD) or eliminated entirely by
payment of $1,000,000 CAD (currently $952,925 USD).                14   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
6 - PURCHASE
OF MINERAL CLAIMS (continued)  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 could 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 was 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 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 December 30,
2009 the Company and the optionee entered into a Third Amending Agreement
extending the due date for completion of the third year obligation to June 30,
2010 and increasing the exploration work obligation by another $25,000 CAD for a
total commitment of $250,000 CAD (currently $238,231 USD).  The Company executed a Fourth Amending Agreement dated February
11, 2010 extending the due date for the work in default to December 31, 2010.
 In consideration for the extension the optionee is required to complete an
additional $25,000 CAD in exploration and development work or payments in lieu
of work, bringing the total commitment to $275,000 CAD (currently $256,961
USD).   15   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
7 - SALE
OF MINERAL RIGHTS (continued)  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, 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 ($952,925 USD as of December
31, 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.  As of December 31, 2009 the Company recorded a
receivable of $4,902 due from the optionee for reimbursement of payments in lieu
of work on the claims.  As of December 31, 2009 the shares received for the option
agreement had a market value of $629,000. Since the shares were restricted as of
December 31, 2009, and the subsequent price drops of the stock, the value was
reduced by 50% to $315,000. The shares were restricted from trading until March
24, 2010.  On March 29, 2009, these shares had a fair value of
$185,000.  On September 25, 2009 the Company entered into an agreement where,
for consideration in the form of stock, payable within six months of the date of
signing the agreement, the optionee has the right 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 ($952,925 USD as of December 31, 2009).  The optionee is
also obligated to carry out a $50,000 CAD (currently $47,646 USD) 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.  As of December 31, 2009
the Company recorded a receivable of $4,442 from the optionee for reimbursements
due.        16   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
8 - STOCKHOLDERS
EQUITY OR (DEFICIT)  Common
Stock  As of December 31, 2009 and 2008, the Company has 500,000,000
shares of common stock authorized and 58,342,000 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 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.  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 $.03 USD per
share.  The original expiration date of the offering, 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.  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.  The Companys future success is dependent upon its ability to
achieve profitable operations and management states that they are confident that
they can improve operations and raise the appropriate funds needed. There is no
guarantee whether the Company will be able to generate enough revenue and or
raise capital to support these operations.    17   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008   NOTE
10 - GOING
CONCERN (CONTINUED)  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.  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 December 31, 2009:  Assets
Level
1        Level 2
       Level 3
       TotalCash
equivalents         $  6,183
       $     -
            $
     -
           $
6,183Securities
                   315,000
               -
                    -
          315,000

Total
Assets
321,183
                -
                   -
           321,183=====
           ======
            ==
         ======LiabilitiesConvertibleDebentures
-
                  227,670
-
227,670Total
Liabilities
              -
                 227,670
               -
          227,670=====
           ======
            ==
        ======    18   BEESTON ENTERPRISES LTD. (AN
EXPLORATION COMPANY) NOTES
TO THE FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008


NOTE
12 - SUBSEQUENT
EVENTS  On March 24, 2010, the Option Agreement between the Company and
Mariposa Resources, Ltd., has been extended to June 24, 2010, as Mariposa
requested an extension of time to issue the 1,000,000 common shares of its stock
to the Company as provided under the Agreement. Under the Agreement, the Company
granted Mariposa the right to explore and develop a certain mineral property
located in the Clinton Mining Division of British Columbia, Canada, and if
Mariposa so elects, to acquire an undivided 50% interest in and to the property
from the Company as set forth under the Agreement.  The Company considered all subsequent events through March 30,
2010, the date the financial statements were available to be issued.


18


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND
FINANCIAL DISCLOSURE  There have been no
disagreements of any kind with the Companys Independent Auditors.  ITEM 9AT.
 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 December 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.  This annual report does not include an attestation report of the
companys registered public accounting firm regarding internal control over
financial reporting.  Managements report was not subject to attestation
requirements by the companys registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
company to provide only managements report in this annual report.  Changes in internal
controls over financial reporting  There was no change
in our internal controls over financial reporting that occurred during the
period covered by this report, which has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.   ITEM 9B.  OTHER
INFORMATION  During the fourth
quarter of the fiscal year ended December 31, 2009, there was no information
required to be reported on Form 8K which was not previously reported.         PART
III  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  The names, ages, and
respective positions of the directors, officers, and significant employees of
the Company are set forth below.  Name
Age
Position
Date of
Election or AppointmentMichael
Upham
54
Director,
President, Secretary, Treasurer, CEO, CFO
June/July,2009  Michael
Upham  Michael
Upham was appointed a member of the Board of Director on June 10, 2009 and the
president, secretary, treasurer, chief executive officer and chief financial
officer of the Company on July 1, 2009.  Mr. Upham was a past director of
Beeston Enterprises Ltd., a position he held from September 1999 to May 2005,
when he resigned to become an officer and director of Okana Ventures, Inc., a
development stage company, which positions he still holds.  Mr. Upham has
been in the retail sales and marketing sector for over 35 years.  He was
manager of Jack Frasers, a Canadian mens clothing chain, having worked his way
up to a management level during his term with the company from 1971 to 1977.
 In 1978, Mr. Upham joined the sales staff at Finns Clothiers, where he
worked as senior sales representative until 1985.  In 1986, he became
district sales manager for Playtex Canada Ltd.  Mr. Upham left Playtex
Canada Ltd. in 1996 to become district sales manager for Imperial Tobacco
Company Limited, a position he held until his retirement in 2009.  Mr.
Upham is prepared to devote 20% of his time, or approximately eight hours per
week, to our operations.  Beeston's director and executive officer has not been involved,
during the past five years, in any bankruptcy proceedings, conviction or
criminal proceedings; has not been subject to any order, judgment, or decree,
not subsequently reversed or suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his or her involvement in any type of business, securities or
banking activities; and has not been found by a court of competent jurisdiction,
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law.  There
have been no changes in the procedures by which security holders may recommend
nominees to the Companys Board of Directors.  The
Board of Directors does not currently have a standing audit committee.         Significant Employees  Beeston
has no significant employees other than the officers and directors described
above, whose time and efforts are being provided to Beeston without
compensation.  Compliance with Section 16(a) of the Exchange Act.  The
Company is not aware of a director or officer who is delinquent in their
reporting under Section 16(a) of the Exchange Act.  Code of
Ethics  Beeston has not
adopted a Code of Ethics at this time.  ITEM 11.
 EXECUTIVE COMPENSATION.  (a) Mr.
Upham received directors fees totaling $12,000 during the period of June15, 2009
to December 15, 2009.  No officer or director of Beeston received any
remuneration in the form of salaries and/or allowances during 2009.  (b)
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation or any of its subsidiaries.  (c) No
remuneration is proposed to be paid in the future directly or indirectly by the
corporation to any officer or director under any plan that presently exists.  ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  As of
December 31, 2009, Beeston had no compensation plans in effect under which
equity securities are authorized for issuance.  Following is a table showing security ownership of certain
beneficial owners, as well as management of the Company.  Unless otherwise
noted, address of record for each shareholder is #200  1687 West Broadway,
Vancouver, B.C., V6J 1X2.  Unless otherwise noted, each shareholder is the
direct owner of his or her shares.  Title of
Class
Name and
Address of Beneficial Owner
Amount and
Nature of Beneficial Ownership
Percent of
ClassN/A   There are currently
no authorization plans in effect.         ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.  Other
than as set forth in Item 7, there are no relationships, transactions, or
proposed transactions to which the registrant was or is to be a party, in which
any of the named persons set forth in Item 404 of Regulation SK had or is to
have a direct or indirect material interest.  None of the directors
qualify as independent directors.  ITEM14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES.  1. Audit Fees:  Aggregate fees billed for each of the last two
(2) fiscal years for professional services rendered by the principal accountant
for the audit of the annual financial statements and review of financial
statements included on Form 10-Q/QSB:  2009: $17,000 2008: $13,500  2. Audit-Related Fees:  Aggregate fees billed in each of the
last two (2) fiscal years for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
of the financial statements and are not reported previously.  2009: $6,200 2008: $4,850  3. Tax Fees:  Aggregate fees billed in each of the last two (2)
fiscal years for professional services rendered by the principal accountant for
tax compliance, tax advice, and tax planning.  2009: $0 2008: $0  4. All Other Fees:  Aggregate fees billed in each of the last
two (2) fiscal years for products and services provided by the principal
accountant, other than the services previously reported.  2009: $0 2008: $0  5. Audit Committee Pre-Approval Procedures.  The Board of
Directors has not, to date, appointed an Audit Committee.         PART
IV  ITEM 15.
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES  Exhibit
No.
Document
Location3.1
Articles of
Incorporation
Previously
Filed3.2
Amendment to
Articles
Previously
Filed3.3
Bylaws
Previously
Filed31
Rule
13a-14(a)/15d-14(a) Certifications
Included32
Section 1350
Certifications
Included   SIGNATURES  Pursuant to the
requirements of Section 13 or 15(d) 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.  Date:   
March 31, 2010  ***/s/ Michael Upham*** __________________________ Michael Upham, President,
CEO   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.   ***/s/ Michael Upham***Michael
Upham,President,
Treasurer, CEO, CFO,  DirectorDate: 
March 31, 2010