UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  FORM 10-Q (Mark One) X QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
quarterly period ended March 31, 2010  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
the transition period from to Commission
file number 333-103621 BEESTON ENTERPRISES LTD. NEVADA
88-04360717(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)  247 SW 8th
Street, #122 Miami, FL 33130 (Address of principal
executive offices)  (702) 490-3272 (Registrants telephone number) (Former name, former
address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
 [ X].such filing requirements for the past 90 days. Yes [X]
      No   [    ] Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant is required to submit and post such file).  Yes
 [  ]    No  [  ] (Not required)  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of large
accelerated filer, an accelerated filer, a non-accelerated filer, and
smaller reporting company: in Rule 12b-2 of the Exchange Act.  Large
accelerated filer[  ] Accelerated
filer [  ] Non-accelerated filer  [  ]
(Do not check if a smaller reporting company)Smaller reporting company[X]  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                       Yes
 [    ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of May 14, 2010, the Company had 94,773,093 issued and
outstanding shares of its common stock.    PART I  FINANCIAL INFORMATION  Item 1. Financial Statements.                 BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH
31, 2010 AND 2009                        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)    Condensed
Balance Sheets as of March 31, 2010 and December 31, 2009
       1  Condensed
Statements of Operations and Comprehensive Loss for the Three
Months Ended March 31, 2010 and 2009 with Cumulative Totals
Since Inception
                                                                                      2   Condensed
Statements of Cash Flows for the Three Months  Ended
March 31, 2010 and 2009 with Cumulative Totals Since Inception
     3   Notes
to Condensed Financial Statements
                                                          4-13                        BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED BALANCE SHEETS     ASSETSMarch 31,

December 31,2010

2009(Unaudited)Current
AssetsCash
and cash equivalents
$
            840

$
           6,183Accounts
receivable
18,411

9,344Prepaid
expenses and deposits
3,337

3,241Prepaid
consulting
40,170

49,440Securities
111,000

315,000Total
Current Assets
173,758

383,208TOTAL
ASSETS
$
     173,758

$
       383,208LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)LIABILITIESCurrent
LiabilitiesAccounts
payable and accrued expenses
$
       11,260

$
         13,500Notes
and loans payable to stockholder
97,049

80,954Option
liability
40,170

49,440Convertible
debentures
238,893

227,670Total
Current Liabilities
387,372

371,564Total
Liabilities
387,372

371,564STOCKHOLDERS'
EQUITY (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
558,424

548,261Accumulated
other comprehensive income (loss)
(6,102)

202,342Deficit
accumulated during the development and exploration stages
(824,278)

(797,301)Total
Stockholders' Equity (Deficit)
(213,614)

11,644TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
     173,758

$
       383,208  The
accompanying notes are an integral part of the condensed financial
statements.  1   BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    THREE MONTHS ENDED

Cumulative TotalsMARCH 31,

July 12, 19992010

2009

to March 31, 2010REVENUESale of mining
claims

$
                  -

$
                 -

$
               126,889OPERATING
EXPENSESSpeculative
mining expenses

492

5,754

360,710Consulting

9,270

11,162

46,435Professional
fees

8,523

5,315

182,933Administrative
expenses

473

827

104,650Depreciation

-

-

3,806Total
Operating Expenses

18,758

23,058

698,534LOSS BEFORE
OTHER INCOME (EXPENSE)

(18,758)

(23,058)

(571,645)OTHER INCOME
(EXPENSE)Interest,
net

(8,219)

(3,072)

(44,852)Loss from debt
extinguishment

-

-

(344,026)Release of
exploration cost liability

-

-

136,245Total
Other Income (Expense)

(8,219)

(3,072)

(252,633)NET LOSS
APPLICABLE TO COMMON SHARES

$
       (26,977)

$
      (26,130)

$
              (824,278)ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)Gain (loss) on
securities

(204,000)

-

7,400Cumulative
currency translation adjustment

(4,444)

(528)

(13,502)Total
Other Comprehensive (Loss)

(208,444)

(528)

(6,102)COMPREHENSIVE
LOSS

$
     (235,421)

$
      (26,658)

$
              (830,380)NET LOSS PER
BASIC AND DILUTED SHARES

$
           (0.00)

$
          (0.00)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING

58,342,000

58,342,000  The
accompanying notes are an integral part of the condensed financial
statements.  2


BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    THREE
MONTHS ENDED

Cumulative TotalsMARCH
31,

July 12, 19992010

2009

to March 31, 2010CASH FLOWS
FROM OPERATING ACTIVITIESNet
loss

$
       (26,977)

$
       (26,130)

$
                          (824,278)Adjustments
to reconcile net loss to net cash(used
in) operating activitiesDepreciation

-

-

3,806Mineral
rights for stock

-

-

(103,600)Amortization
of prepaid consulting

9,270

-

33,990Loss
on foreign currency translation of cash items

(911)

(528)

(9,968)Interest
forgiven by shareholder

892

2,917

25,937Interest
on convertible debentures

7,690

-

29,274Loss
from debt extinguishment

-

-

344,026Changes
in assets and liabilities(Increase)
decrease in prepaid expenses and deposits

(96)

64

(3,337)(Increase)
in accounts receivable

(9,067)

-

(18,411)Increase
(decrease) in accounts payable andaccrued
expenses

(2,239)

7,391

11,260Total
adjustments

5,539

9,844

312,977Net
cash (used in) operating activities

(21,438)

(16,286)

(511,301)CASH FLOWS
FROM INVESTING ACTIVITESAcquisition
of equipment

-

-

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

-

-

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

-

-

173,010Proceeds
from notes and loans payable to stockholder

16,095

17,128

342,937Net
cash provided by financing activities

16,095

17,128

515,947NET INCREASE
(DECREASE) INCASH
AND CASH EQUIVALENTS

(5,343)

842

840CASH AND CASH
EQUIVALENTS -BEGINNING
OF PERIOD

6,183

70

-CASH AND CASH
EQUIVALENTS - END OF PERIOD

$
             840

$
             912

$
                                  840SUPPLEMENTAL
CASH FLOW INFORMATION:During
the quarter, cash was paid for the following:Income
taxes

$
                -

$
                -

$
                                     -Interest

$
                -

$
                -

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

$
             892

$
          2,917

$
                             25,937Securities
received for sale of mining rights

$
                -

$
                -

$
                           111,000Conversion
of notes payable into convertible debentures

$
                -

$
                -

$
                           206,898Conversion
of loans payable into convertible debentures

$
                -

$
                -

$
                             20,772Options
issued for consulting services, net of amortization

$
                -

$
                -

$
                             40,170Warrants
issued as part of convertible debentures

$
                -

$
                -

$
                           383,828


The
accompanying notes are an integral part of the condensed financial
statements.  3


BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
1- ORGANIZATION
AND BASIS OF PRESENTATION  The condensed unaudited interim financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC).  The condensed consolidated
financial statements and notes are presented as permitted on Form 10-Q and do
not contain information included in the Companys annual statements and notes.
 Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
 It is suggested that these condensed financial statements be read in
conjunction with the December 31, 2009 audited financial statements and the
accompanying notes thereto.  While management believes the procedures
followed in preparing these condensed financial statements are reasonable, the
accuracy of the amounts are in some respects dependent upon the facts that will
exist, and procedures that will be accomplished by the Company later in the
year.  These condensed unaudited financial statements reflect all
adjustments, including normal recurring adjustments which, in the opinion of
management, are necessary to present fairly the operations and cash flows for
the periods presented.  The Company was incorporated on July 12, 1999 under the laws of
the State of Nevada.  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.        4        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Going
Concern  The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.
 The Company has had recurring deficits in the past few years, has large
accumulated deficits, is in the exploration stage, and has no recurring
revenues. These items raise substantial doubt about the Companys ability to
continue as a going concern.  In view of these matters, realization of the assets of the Company
is dependent upon the Companys ability to meet its financial requirements and
the success of future operations.  These financial statements do not include adjustments relating to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue its existence.  Net
(Loss) Per Share of Common Stock  All dilutive securities were not included in the calculation of
dilutive earnings per share because, when the Company has incurred a loss from
operations, the effect would be anti-dilutive.  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.   5           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recently Enacted Accounting Standards In January of 2010 the FASB issued seven Accounting Standards
Updates (ASUs).  2010-01, Equity(Topic 505), standardizes the
treatment of the stock portion of a distribution of stock and cash as stock
issuance, eliminating the practice of treating such stock issuance as stock
dividends.  2010-02, Consolidation(Topic 810), clarifies the scope
of accounting and reporting for decreases in ownership of a subsidiary.
 2010-03, Extractive Activities, Oil and Gas(Topic 932), deals with
reserve estimation and disclosures.  2010-04 covers technical corrections
to SEC paragraphs in the Codification.  2010-05, Stock Compensation(Topic 718), covers escrowed share arrangements and presumption of
compensation.  2010-06, Fair Value Measurements and Disclosures(Topic 820), improves disclosure by requiring that:  (a) significant
transfers in and out of levels 1 and 2 should be reported for each class of
assets and liabilities; (b) level 2 and 3 inputs and valuation techniques should
be disclosed; and (c) purchases, sales, issuance, and settlements should be
reported separately for level 3 assets and liabilities..  2010-07 applies
to mergers and acquisitions of not-for-profit entities.  None of these
updates has any current applicability to the Companys financial reporting. In February of 2010 the FASB issued three ASUs.  2010-08
contains technical corrections clarifying guidance on embedded derivatives and
hedging.  2010-10, Consolidation(Topic 810) contains amendments for
certain investment funds.  Neither of these ASUs has any current
applicability to the Companys financial reporting.  2010-09, Subsequent
Events(Topic 855), however, was adopted by the Company immediately.
 2010-09 requires that SEC filers, along with certain bond obligors, are
required to evaluate subsequent events through the date that financial
statements are issued but are not required to disclose the date through which
subsequent events have been evaluated. In March of 2010 the FASB issued ASU 2010-11, Derivatives and
Hedging(Topic 815), which contains a scope exception related to embedded
credit derivatives.  2010-11 has no current applicability to the Companys
financial reporting.     6            BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
3 - NOTES
AND LOANS PAYABLE TO STOCKHOLDERS  The Company has borrowed funds for working capital purposes on
notes payable to stockholders of the Company and as unsecured loans.  The
notes are payable on demand and are non- interest bearing.  The total of
these notes and loans as of March 31, 2010 and December 31, 2009 was $97,049 and
$80,954, respectively, after replacement of notes and loans of $227,670 with
convertible debentures. explained below, on April 9, 2009.  Interest
on notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.  NOTE
4 - 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 March 31, 2010 was
$231,203.  Accrued interest of $7,690 brought the total value of
convertible debentures to $238,893.     7            BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - 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 March
31, 2010 as $383,828 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 on extinguishment of
debt of $217,936 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 March 31, 2010 the value of the options was
$74,160.  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 is amortized into consulting
expense and the option liability is amortized into capital.  As of March
31, 2010, $33,990 expense was recognized, leaving a prepaid consulting balance
and an option liability of $40,170.  NOTE
5 - PURCHASE
OF MINERAL CLAIMS  On September 12, 2006 the Company purchased speculative mineral
claims in Canada for 50,000 Canadian dollars.  The expense was recognized
as $44,811 USD.  The Company is obligated to pay any fees and assessments
to maintain the claims.  The Company is obligated to pay the vendor a
royalty of 2% of net smelter returns.  The royalty may be reduced to 1% by
payment of $500,000 CAD ($490,581 USD as of March 31, 2010) or eliminated
entirely by payment of $1,000,000 CAD ($981,162 USD as of March 31, 2010).      8           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
5 - 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
6 - SALE
OF MINERAL RIGHTS  On January 18, 2007 the Company entered into an agreement to grant
an option giving the optionee the right to acquire one of the claims comprising
its mineral property rights upon the payment of $20,000 USD, payable at the time
of entering into the agreement, and the performance of a program of development
and exploration on the mineral property totaling $175,000 CAD over a four-year
period, with amounts to be completed by each anniversary.  Upon exercise of
the option to purchase the buyer will assume the 2% royalty of net smelter
returns payable to the original seller of the claims to the Company and will
receive the payout right of $1,000,000 CAD.  Additionally, the buyer will
assume a 2% royalty obligation to the Company, based on net smelter returns,
with a payout of $2,000,000 CAD.  The optionee failed to meet the second
anniversary schedule so the Company amended the agreement on January 16, 2009 to
allow the optionee an extension of time to June 30, 2009 to meet the annual
obligation.  On June 22, 2009 the Company entered into a Second Amending
Agreement which extended the annual obligation for exploration work to December
31, 2009, for consideration in the form of an increase in exploration work by
$50,000 CAD.  On December 30, 2009 the Company and the optionee entered
into a Third     9        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  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.
 The Company and the optionee executed a Fourth Amending Agreement dated
February 11, 2010 extending the due date for the work in default to December 31,
2010, for consideration in the form of an additional $25,000 CAD in exploration
and development work or payments in lieu of work, bringing the total commitment
to $275,000 CAD ($269,819 USD as of March 31, 2010).  On September 24, 2009 the Company entered into an option agreement
where, for consideration in the form of stock of 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 ($981,162 USD as of March 31,
2010).  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 March 31, 2010 the Company has
recorded a receivable of $9,636 due from the optionee as reimbursement for
payments in lieu of work on the claims.  As of March 31, 2010 the shares received for the option agreement
had a market value of $111,000.  The shares were restricted from trading
until March 24, 2010.  On September 25, 2009 the Company entered into an agreement where,
for consideration in the form of stock of the optionee company, payable within
six months (by March 24, 2010) 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.  On March 24, 2010 the due date was
extended to June 24, 2010 for consideration in the form of an additional $50,000
CAD commitment for exploration and development work..  The Company and the
optionee may negotiate a joint venture 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 ($981,162 USD as
of March 31, 2010).  The optionee is also obligated to carry out
a $100,000 CAD (currently $98,116 USD) 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 March 31, 2010 the Company recorded a receivable of $8,775
from the optionee for reimbursements due.  10         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
7 - STOCKHOLDERS
EQUITY (DEFICIT)  Common
Stock  As of March 31, 2010 and 2009 the Company has 500,000,000 shares
of common stock authorized and 58,342,000 shares issued and outstanding.  The following details the stock transactions for the Company:  On September 9, 1999 the Company issued 1,700,000 shares of its
common stock at $.001 per share for $1,700 to provide initial working
capital.  On December 30, 2002 the Company completed sale of 3,375,000
shares of its common stock at $.01 per share for $33,750 to provide further
working capital and to begin funding for its operations.  On December 20, 2004 the Company completed the sale of 750,000
shares at $.10 per share for $75,000 to provide further working capital and to
fund its operations.  On July 17, 2006 the Company effected a 10 for 1 forward split
effective August 1, 2006 for stockholders of record July 31, 2006.  The
5,825,000 pre-split shares became 58,250,000 shares issued and outstanding.  On July 9, 2008 the Company sold 92,000 shares at $.68 per share
for a total of $62,560, further explained in Note 8, below.  The proceeds
were used for working capital and to fund its operations.  On April 7, 2009 the Directors, with shareholder approval,
increased the single class of common stock authorized from 100,000,000 to
500,000,000 with no change in the $.001 per share par value.  During the three months ended March 31, 2010, interest forgiven on
notes payable to a stockholder, credited to additional paid-in capital,
increased $892, bringing the total from inception to $25,937.  NOTE
8 - PRIVATE
PLACEMENT MEMORANDUM  The Company issued a Private Placement Memorandum authorizing the
sale of up to 500,000 shares of its common stock at a price of $.68 per share.
 The original memorandum terminated September 30, 2007.  Three
extensions were authorized, bringing the termination date to June 20, 2008.
 At the termination of the  11           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 8 - PRIVATE PLACEMENT MEMORANDUM (CONTINUED)  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 September 30, 2009 was extended by
management on September 29, 2009 for a further 180 days to March 31, 2010.
 On March 29, 2010, management extended the expiration date a further 180
days to September 30, 2010.  NOTE
9 - FAIR
VALUE MEASUREMENTS  On January 1, 2008, the Company adopted ASC Topic 820, Fair
Value Measurements(SFAS No. 157).  ASC 820 defines fair value,
provides a consistent framework for measuring fair value under Generally
Accepted Accounting Principles and expands fair value financial statement
disclosure  requirements.  ASC 820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.  ASC 820 classifies these inputs into the following hierarchy:  Level 1 Inputs-  Quoted prices for identical instruments in
active markets.  Level 2 Inputs-  Quoted prices for similar instruments in
active markets; quoted prices for identical or similar instruments in markets
that are not active; and model-derived valuations whose inputs are observable or
whose significant value drivers are observable.  Level 3 Inputs-  Inputs with primarily unobservable value
drivers.  The following table represents the fair value hierarchy for those
financial assets and liabilities measured at fair value on a recurring basis as
of March 31, 2010:     12          BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
9 - FAIR
VALUE MEASUREMENTS (CONTINUED)  Assets
Level
1        Level 2
       Level 3
       TotalCash
equivalents         $
  840        $
    -
            $
     -
           $
 840Securities
                  111,000
                                               111,000Total
Assets
111,840
           -
-
           111,840=====
           ==
                ==
           =====Convertible
debentures    -
            238,893
             -
          238,893Total
Liabilities
               -
            238,893
             -
          238,893=====
      ======
            ==
        ======  NOTE
10 - SUBSEQUENT
EVENTS  On April 9, 2010 the annual interest on the convertible
debentures, $7,690 as of March 31, 2010, became due and payable.
 Consequently, 3,903,332 shares of the Companys stock were issued to the
holder of the debentures.  Also on April 9, 2010, conversion of the debentures was exercised,
resulting in the issuance of 32,527,761 common shares in exchange for debt
valued at $238,893 as of March 31, 2010 and $239,739 as of the April 9, 2010
conversion date.                  13


Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations. Beeston is an exploration stage company with limited operations,
limited revenues, limited financial backing and few assets, which consist mainly
of mineral properties that for the most part have had limited exploration to
date.  We have generated no revenues, other than $126,889 from the sale of
mineral claims, since inception (July 12, 1999) and have incurred a total of
$698,534 in operating expenses through March 31, 2010.  As of March 31,
2010 we have an accumulated deficit of $824,278.  Net cash provided by
financing activities since inception through March 31, 2010, was $515,947,
consisting of $173,010 raised from the sale of common stock and $342,937 in
loans from former officers and directors of the Company. Our initial plan of
operation was to build a business providing medical diagnostic imaging services
for individuals in Western Canada.  Our customers would have been
individuals who were prepared to pay for the services they receive, as well as
individual clients of the provincial medical insurance providers, workers
compensation boards, auto insurance carriers and specialty insurance providers.
 We believed at the time that there was an opportunity to provide these
services through private clinics that would supplement those being provided by a
government funded and administered health service that was constantly operating
under pressure to provide such services on a timely basis.  Despite our
efforts in this regard, we were unable to implement this business plan.  We
have also undergone management changes.  A number of our original directors
and officers are no longer with the Company, and we are still endeavoring to
replace some of the personnel.  As part of this reorganization, the Board
of Directors decided to explore opportunities in areas other than those
contained in the original business plan. We believe that the growing demand for the production of natural
resources presents an area of opportunity for developing companies.
 Accordingly, pursuant to an agreement dated September 12, 2006, we
acquired a large tract of mineral claims from Candorado Operating Company Ltd.
(Candorado) located in the Province of British Columbia, Canada, referred to
collectively as the Ruth Lake Property, for the purpose of carrying out
exploration and development on this mineral property.  There is no
guarantee of locating a deposit of some mineral product that could result in a
producing mine.  However, we are of the opinion that the location of the
mining property is such as to warrant its acquisition and for us to undertake
exploration on the mineral property. In our pursuit of other
mining properties of interest in the same area as our current mineral claim
holdings, we entered into another agreement dated December 15, 2006 (Option
Agreement), with Candorado, under which we were granted an option to acquire an
interest in certain mineral claims, referred to collectively as the Bluff Lake
Property, that are proximate to our previously acquired Ruth Lake Property.
 Pursuant to the terms of this Option Agreement, we could obtain up to a
sixty percent (60%) interest in these mineral claims through the payment of cash
and the performance of exploration work upon the optioned claims over a two year
period.  Upon our acquiring a minimum interest of fifty percent (50%) in
the optioned mineral claims, either party to the option agreement could require
participation of the other party in the further exploration and development of
the optioned mineral claims pursuant to a joint venture.  In addition to being
near to our previously acquired mineral claims, the optioned claims had already
received a significant amount of exploration work, the results of which were
made available to us. Based on the exploration work previously carried out on
the optioned mineral claims, our management believed that these mineral claims
were of sufficient merit to warrant a more advanced work program of
exploration.  The mining industry in
British Columbia is well regulated.  We are required to comply with all
regulations, rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in Canada, generally, and in British
Columbia specifically.  As the owner of the mineral claims comprising       the Ruth Lake Property,
we have the exclusive right to the minerals contained within the surface
boundaries and continuing vertically down, and the right to explore, develop and
mine the mineral claims for such minerals.  These rights granted to owners
of mineral claims are obtained as a form of tenure.  To maintain our tenure
in good standing, a prescribed dollar amount of exploration and development work
must be performed and an assessment report detailing such exploration and
development filed with the Mineral Titles Office annually.  A cash payment
of the prescribed dollar amount of exploration and development work may be made
in lieu of performing such exploration and development work. The annual dollar
value of the exploration and development work required to be undertaken on a
recorded claim in British Columbia is $4.00 CAD per hectare in years 1 through
3, followed by an $8.00 CAD per hectare per year thereafter.  The initial stage of
exploration can generally be carried out without any permitting or notification
to any government body or agency, as it is deemed low-disturbance/low-impact
by the British Columbia Department of Energy, Mines and Petroleum Resources
(BCDM).  In the more advanced stages of exploration involving mechanized
trenching or diamond drilling, a Plan of Operation will need to be filed with
the BCDM.  This plan will detail the extent, location and amount of surface
disturbance for the trenching and/or drilling.  A bond will also have to be
obtained in the amount of the cost of reclaiming the anticipated surface
disturbance.  Usually the reclamation process entails filling in and
smoothing the surface of trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the sites of any disturbance.
 In our particular case, we were required to make a $2,500 CAD security
deposit under the permit for which we applied and obtained in regard to the
exploration work performed under phase two of our exploration program on the
Bluff Lake Property in 2008.  In the event any trees larger than six inches
in diameter need to be cut down, a permit will also have to be obtained from the
British Columbia Ministry of Forests.  The cost of obtaining the BCDM or
Forestry permits is nominal (less than $100 CAD).  The bond required by the
BCMD is returned (with interest) upon proper clean up of the exploration site.
 In the event that a mineral exploration program should evolve to the point
where its purpose is the determination of the existence of a commercially viable
mineral deposit, various other government acts, regulation and rules come into
effect.  Neither of the exploration programs carried out on our properties
in 2007 had any such purpose.  All exploration activity in British Columbia
must be carried out in compliance with the Health, Safety and Reclamation Code
for Mines in British Columbia.  In the quest for
copper-gold mineralization, potassium and magnetic alteration is commonly used
as exploration vectors.  In regard to the Bluff Lake Property and the Ruth
Lake Property, an airborne radiometric and magnetic geophysical survey was
completed over the area where these properties are located under a partnership
program involving a number of the exploration companies having mineral
properties in the area, Geological Survey of Canada and Geoscience B.C.
 The results of this survey were initially given to the participating
exploration companies and then later released to the general public in April,
2007.  The survey results for the Bluff Lake Property were made available
to us by Candorado, who was one of the participating exploration companies.  A preliminary review of
the survey results showed several potassium anomalies, which may be indicative
of potassium alteration.  On the southern portion of the Bluff Lake
Property, fracture controlled potassic alteration and copper mineralization had
also been noted.  Other copper showings existed elsewhere on the property.
 Previous mineral explorations in this area had also delineated areas of
anomalous copper in soils in the property.  However, no significant amount
of drilling had been done.  We retained the services of Warner Gruenwald,
P. Geo. to provide us with an interpretation of the existing geological
information on the Bluff Lake Property and recommendations for further
exploration of the property.  To assist him in this matter, Mr. Rob Shives,
formerly the head of the Radiation Division of the Geological Survey of Canada,
was retained to conduct a detailed review of the airborne geophysical survey and
existing ground data.  Mr. Shives review defined eight target areas for
ground work.  Based on the information provided by Mr. Shives, Mr.
Gruenwald developed a two-phased $200,000 exploration program.  We carried
out phase one of the exploration work program on the Bluff Lake Property during
the summer of 2007.  Phase one of the exploration program entailed
reconnaissance grids and sampling on the targets identified by Mr. Shives as
well as some general prospecting, rock sampling and Mapping.       The cost of phase one
of the exploration program was $44,641 CAD.  Sampling of one target area
southeast of Bluff Lake yielded an east-southeast trending cooper-in-soil
anomaly nearly 500 meters long and at least 150 meters wide.  This anomaly
appears to be open to the east and west and coincides with a zone of weathered
monzonitic intrusive rocks that differ markedly from the intrusive rocks
elsewhere on the property.  Due to labor and equipment shortages in the
industry, we were limited to completing phase one of our exploration program in
2007.  Under the terms of our Mineral Claim Purchase Agreement with
Candorado, we were granted an extension of the time period in which to complete
a total of $200,000 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, due to labor shortages in the industry, we were unable to
complete all of phase two of the exploration program within the extended time
period and we were granted a further extension of the time period in which to
complete the balance of phase two of the exploration program by Candorado to
September 30, 2008.  This latter extension was set forth in an agreement
dated June 29, 2008, further amending the Option Agreement between the Company
and Candorado. The majority of phase two of the exploration program was
completed; however, completion of the exploration work was suspended due to a
lack of funding.  Despite its best efforts, the Company was unable to raise
the necessary funds to complete phase two of its exploration program on the
Bluff Lake Property within the extended time period.  As a result, pursuant
to an agreement dated October 3, 2008, the Company agreed to terminate its
Option Agreement (as amended) with Candorado and its right thereunder to acquire
various interests in the Bluff Lake Property and Candorado agreed to assume all
responsibility and liability for phase two of the Companys exploration program
on the Bluff Lake Property.  The Ruth Lake Property
has not received as much exploration as the Bluff Lake Property.  What
prior exploration has taken place on or near this property has provided
indications that the area has the potential to host a copper-gold deposit or a
molybdenite deposit.  Prior to retaining the services of Mr. Gruenwald, we
had Mr. Marvin Mitchell, P. Eng. prepare a preliminary report on the Ruth Lake
Property to provide us with a basis for further exploration of this large tract
of mineral claims.  As a result of the limited amount of exploration work
preformed in this area, Mr. Mitchell recommended an initial exploration program
of approximately $50,000 CAD involving the taking of soil geochemical samples on
a regional grid with fill in samples where indicated by anomalous values.
 These samples would then be assayed for various elements and the results
would provide a basis for a more concentrated exploration program within the
property.  Following the release of the previously mentioned airborne
radiometric and magnetic geophysical survey of the Ruth Lake Property, Mr.
Shives was also retained to conduct a detailed review of the newly acquired
airborne geophysical data for the property.  The geophysical review
identified five target areas worthy of investigation for alkalic cooper-gold
porphyry deposits.  Each target area was then explored by geochemical soil
sampling and prospecting under the supervision of Mr. Gruenwald.  Anomalous
cooper-in-soil was detected near the edge of one target area and cooper
mineralization was sighted along a newly constructed logging road near this
area.  In addition to the results of the exploration program, historic
assessment reports relating to the southern part of the property reported
sporadic molybdenite-in-soil geochemical anomalies over a north-south length of
750 metres.  Molybdenite and small amounts of chalcopyrite were described
as disseminations and fracture fillings in altered, silicified and locally
quartz veined granite float and bedrock.  While some drilling was
performed, there are no records of results.  Based on the results of our
initial exploration program and the historic data on the property, a $35,000 CAD
work program is planned for the Ruth Lake Property.  Initially this work
program was to be carried out in late fall of 2008, then the summer of 2009, and
now it has been delayed pending the results of the exploration work to be
carried out on various large parcels of the Ruth Lake Property under Option
Agreements recently entered into by the Company with two other junior mining
companies.        Due to the delay in
commencing our work program planned for the Ruth Lake Property for 2008, we have
maintained our interest in this property to date by paying the monthly cash in
lieu of exploration and development work required to keep the property in good
standing. To the extent required, it is our intention to continue to make these
monthly payments until our planned work program gets underway.  We have filed
assessment reports based on the exploration work we carried out in 2007 on our
mineral properties.  At that time, the cost of these exploration programs
was applied against the annual assessment fees for all of our interest in
mineral properties.  To date we have filed assessment work of $44,641 CAD
on the Bluff Lake Property and $48,230 CAD on the Ruth Lake Property.
 Kranti Resources, Inc. (Kranti), a start-up junior mining company to
whom we have optioned one of the mineral claims comprising the Ruth Lake
Property, after some delay due to the shortage of labor and equipment, was able
to complete its initial exploration program on its optioned claim.  To
date, Kranti has paid cash of $1,914 CAD in lieu of filing assessment work, plus
filed a further $26,075 CAD in assessment work under its exploration
requirements on the optioned claim.  All of the properties we currently
hold are in good standing.  The terrain in the area
in which our remaining mineral properties are located is well forested with
rolling hills, and elevations ranging from 915-1525 meters.  The climate is
generally dry with a warm summer and a cold winter.  Precipitation ranges
from 42-62 centimeters per year with up to 30 centimeters occurring as snow.
 While some exploration work such as trenching and drilling could be
carried out all year long, generally, exploration in the area is limited to an
eight month period running from April to October.  Any exploration programs
would be carried out during this eight month period.  Accommodations as well
as supplies and equipment are available at the Towns of Lac La Hache or 100 Mile
House.  Electricity lines run up to the boundaries of the mineral
properties; however, most power requirements can be provided by the use of
on-site generators.  Competition and unforeseen limited sources of supplies
and manpower in the industry could result in occasional spot shortages of
supplies, such as dynamite, and certain equipment such as bulldozers, excavators
and drilling equipment that may be needed in any exploration, as well as skilled
manpower to conduct exploration.  As our directors and
officers have no professional training or technical credentials in the field of
geology, and specifically in the areas of exploring, developing and operating
mining properties, we will have to retain the services of various professionals
and technicians in the mining industry to provide such expertise.
 Accordingly, we have, and will continue to retain the services of
geologists and engineers to advise and assist us in the exploration of our
acquired interest in mineral claims.  As part of the effort
to raise additional funding for the Company, on June 20, 2007, our Board of
Directors approved a private placement offering of 500,000 common shares of the
Company at a price of $0.68 per share.  We anticipated raising up to
$340,000 by means of this private placement offering.  This private
placement offering, after three extensions, terminated on June 20, 2008.
 We received subscriptions for 92,000 shares worth proceeds of $62,560
under this private placement offering  In
order to cover the costs of maintaining the Ruth Lake Property plus general
operating expenses for the next twelve months, we will require additional
funding.  We intend to raise the required funds by means of debt and/or
equity funding. On April 16, 2009, our Board of Directors approved another
private placement offering for 10,000,000 common shares of the Company at a
price of $0.03 per share.  We anticipate raising up to $300,000 by means of
this private placement offering.  The initial expiration date for this
private placement was September 30, 2009, however, the expiration date was
extended by our Board of Directors for a further period of 180 days and then
extended again until September 30, 2010. The net
proceeds received from the sale of the shares under this private placement will
be used for mineral property maintenance, exploration and development,
acquisition of interest(s) in mineral properties, legal and accounting fees;
general and administrative expense, plus working capital.        In our efforts to
further the exploration and development of our large tract of acquired mineral
claims, we are continuously reviewing the possibility of participating in some
form of joint venture or option arrangement with other entities on a portion of
our mineral claim holdings.  This was the case in January, 2007, when
Beeston entered into an agreement with Kranti, under which we granted that
company an option to acquire a mineral claim comprising part of the Ruth Lake
Property from our larger mineral claim holdings by the payment of cash and the
performance of a series of work programs over a period of four years.  Upon
acquisition of the mineral claim by Kranti, it will be required to pay a certain
royalty to Beeston and the prior owner of the mineral claims based on a
percentage of any net smelter returns derived from the mineral claim.  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.  In September, 2009, the
Company entered into agreements with USA Uranium Corp (USAU) and Mariposa
Resources, Ltd. (Mariposa), both junior mining companies, under which we
granted each company an option to acquire a fifty percent (50%) interest in and
to certain mineral claims comprising part of the Ruth Lake Property through the
payment to Beeston of common shares to be issued out of their respective
treasuries and the performance of exploration work upon their respective
optioned claims over a two year period.  Upon Mariposa acquiring a fifty
percent (50%) interest in the mineral claims optioned from Beeston, either
Mariposa or Beeston could require participation of the other in the further
exploration and development of the optioned mineral claims pursuant to a joint
venture.   Upon USAU acquiring a fifty percent (50%) interest in the
mineral claims optioned from Beeston, either USAU 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 Beeston becomes
obligated to pay any fees to maintain these optioned mineral claims, USAU and/or
Mariposa will be required to reimburse the Company.  On March 24, 2010, the
Company entered into an agreement with Mariposa extending the date for the
payment of shares of its common stock under the option agreement with Beeston
for an additional three months in consideration of Mariposa increasing its work
requirement on the mineral claims it optioned from Beeston.  The optioning
of a portion of our mineral tenures not only provides the potential for
generating operating funds through the sale of the common shares received as
part of the consideration for the respective options granted to USAU and
Mariposa, but will also provide for the further exploration and development of
these mineral tenures, as in the case of our mineral claim optioned to
Kranti.        We also anticipate that
we will be able raise additional funding necessary through the sale of shares
under our outstanding private placement offering to provide us with operating
funds as well as funding for future exploration of the Ruth Lake Property.  On April 7, 2009, the
Company increased its authorized capital stock from a single class of
100,000,000 shares of common stock, par value $0.001, to a single class of
500,000,000 shares of common stock, par value $0.001.  There was no
concurrent increase in the issued and outstanding shares of the Company. This
increase of its authorized capital stock will facilitate the Companys ability
to pursue additional equity funding in the future.  A shareholder, Brian
Smith, has also provided funding to Beeston in the form of various non-interest
demand loans.  However, interest on these loans has been imputed at the
rate of 6% per annum and is reported in our financial statements as additions to
interest expense and contributed capital.  In consideration of Mr. Smith
deferring payment of his various outstanding loans to the Company, on April 9,
2009, the Company issued two convertible debentures to Mr. Smith to secure
payment of these loans as well as other funds previously paid on behalf of the
Company by Mr. Smith. One convertible debenture is for $126,677.00 (U.S.) (the
U.S.$ Debenture) and the other is for $125,100.00 (CAD) (the CAD$
Debenture).  The term of each of the debentures is three (3) years and
each debenture earns interest at 12% per annum, calculated and payable annually.
 The debt under each of the debentures is secured by a first floating
charge over the undertaking and all property and assets of the Company.  Each of the debentures
permits the holder, at his option, during the terms of the debentures, to
convert all or part of the debt represented by the debentures into common stock
of the Company at a conversion rate of $0.02(U.S.) per share for the U.S.$
Debenture, and at a conversion rate of $0.025(CAD) per share for the CAD$
Debenture.  The Company is also permitted, at its option, to pay any
accrued interest under either debenture in the form of common stock, also at the
same conversion rates that are permitted for the holder of the respective
debentures.  In further
consideration for Mr. Smith entering into the debenture agreements, the Company
attached share purchase warrants to each of the debentures.  There are
6,333,850 share purchase warrants attached to the U.S.$ Debenture and 5,004,000
share purchase warrants attached to the CAD$ Debenture.  These share
purchase warrants grant the holder, over the term of the debentures, the right
to purchase one share of common stock of the Company for each share purchase
warrant at a purchase price of $0.02(U.S.) per share under the U.S.$ Debenture
and at a purchase price of $0.025(CAD) per share under the CAD$ Debenture.
 To date, no debt has been converted to shares and no warrants have been
exercised under either of these debentures.  On September 24, 2009,
Beeston entered into an agreement with Mr. Smith amending both the US$ Debenture
and the CAD$ Debenture issued to Mr. Smith.  In consideration of Mr. Smith
agreeing, inter alia, to the subordination and release of his right to a
first floating charge over the mineral claims optioned to each of USAU and
Mariposa, respectively, upon either such company acquiring a fifty percent in
and to their respective optioned mineral claims, the Company agreed to amend the
provisions of the two convertible debentures issued to Mr. Smith by the Company
by reducing the share conversion and share purchase warrant prices and
increasing the number of share purchase warrants provided thereunder.  In
the case of the US$ Debenture, the share conversion and share purchase warrant
prices were reduced from $0.02(US) to $0.0075(US) and the number of share
purchase warrants were increased from 6,333,850 to 16,890,267, and in the case
of the CAD$ Debenture, the share conversion and share purchase warrant prices
were reduce from $0.025(CND) to $0.008(CND) and the number of share purchase
warrants were increased from 5,004,000 to 15,637,500.  On April 9, 2010 the
annual interest on the first year of the three year term of each of the US$
Debenture and the CAD $Debenture became due.  Pursuant to the terms of both
debentures, the Company exercised its option to pay the interest then due by the
issuance of shares.  As a result, 3,903,332 common shares of the Company
were issued in satisfaction of the interest payable.  Immediately       following the election
by the Company to issue shares in payment of interest, Mr. Smith assigned his
interest in and to the debentures to others and in turn the holders of the US$
Debenture and the CAD$ Debenture elected for the payment of the debt then due
and owing thereunder in shares of the Company.  This resulted in a further
32,527,761 common shares of the Company being issued in satisfaction of the debt
under both of the US$ Debenture and the CAD$ Debenture.  While the debt due
under both of the debentures has now been extinguished, the share purchase
warrants still exist and will be available for exercise until April 9, 2012.  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 $97,049 as of
March 31, 2010.  We have no agreement with any of our officers and
directors for the provision of additional funding.  As of June 30, 2008,
Beeston terminated its monthly lease of office space at #200-1687 West Broadway,
Vancouver, British Columbia, Canada.  We have also acquired various
computer and computer related equipment and furniture for use in performing
ongoing administrative tasks.  Our current facilities will be sufficient
for our current operations up until the time Beeston is able to establish a
mining operation.  On April 14, 2009 the
Company entered into an agreement with John Perez, consultant (the Consulting
Agreement) for the purpose of retaining Mr. Perez to provide corporate
communications and public relations services for the Company.  Under the
terms of the Consulting Agreement Mr. Perez has been granted an option to
purchase up to 7,200,000 shares of the common stock of the Company (the
Option) at a price of $0.04(U.S.) per share (the Option Shares), over the
term of the Consulting Agreement of two (2) year.  Mr. Perez has the right
to exercise the Option for 200,000 of the Option Shares at the time of entering
to the Consulting Agreement and the right thereafter to exercise the Option for
the balance of the Option Shares based on the trading price of the Companys
shares from time to time as reported on the Over-the-Counter Bulletin Board
electronic quotation system.  The Company retains the right to terminate
the Consulting Agreement and the Option granted thereunder, at its option, upon
thirty (30) days notice.  To date, no shares have been issued by the
Company under this contract with Mr. Perez.  Going Concern
Consideration:  Our external auditors
issued a going concern opinion on our December 31, 2009 audited financial
statements that raises substantial doubt about our ability to continue as a
going concern for the next 12 months given our current financial position. We
have minimal assets and have achieved no operating revenues since our inception.
We have depended on loans and sales of equity securities and interests in our
mining properties for funds to conduct operations. Unless and until we commence
material operations and achieve material revenues, we will remain dependent on
financings and/or further sales of our mining properties to continue our
operations. The financing may take the form of additional sales of debt or
equity securities and/or loans from our directors. There is no assurance that
additional financing, if required, will be available, or available on terms
favorable to us.  Off-Balance Sheet
Arrangements: We do not
have any off-balance sheet arrangements that have, or are reasonably likely to
have, a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that are material to investors.          Item 4T. Controls
and Procedures.   Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  Our evaluation of
internal control over financial reporting includes using the COSO framework, an
integrated framework for the evaluation of internal controls issued by the
Committee of Sponsoring Organizations of the Treadway Commission, to identify
the risks and control objectives related to the evaluation of our control
environment.  The internal controls for the Company are provided by
executive managements review and approval of all transactions.  Based on the current
internal controls employed by the Company, the Company concludes that, as of
March 31, 2010, a material weakness exists in the Companys internal control
procedures, in that one individual who, as an officer and director of the
Company, has sole access and authority to receive cash and make cash
disbursements.  There were no
significant changes in Beestons internal controls or in other factors that
could significantly affect these controls from December 31, 2009 to March 31,
2010. There were no significant deficiencies or additional material weaknesses,
and therefore there were no corrective actions taken.  It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable, and not absolute, assurance that the objectives of the system
are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future events. Because of these and
other inherent limitations of control systems, there can be no assurance that
any design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.         PART II  OTHER INFORMATION Item 6. Exhibits Exhibits:  Exhibit No.
Document
Location3.1
Articles of
Incorporation
Previously Filed3.2
Amendment to Articles
Previously Filed3.3
Bylaws
Previously Filed3.4
Certificate of Change
Previously Filed31
Rule
13a-41(a)/15d-14(a) Certificates
Included32
Section
1350 Certifications
Included     SIGNATURES Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.   BEESTON
ENTERPRISES LTD.    May 20,
2010 /s/
MichaelUpham Date MICHAEL
UPHAM, PRESIDENT