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 June 30, 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 June 30, 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) JUNE
30, 2010 AND 2009                            BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)    Condensed
Balance Sheets as of June 30, 2010 and December 31, 2009
         1  Condensed
Statements of Operations and Comprehensive Loss for the Three
and Six Months Ended June 30, 2010 and 2009 with Cumulative
Totals Since Inception
                                                                  2   Condensed
Statements of Cash Flows for the Six Months Ended  June
30, 2010 and 2009 with Cumulative Totals Since Inception
                  3   Notes
to Condensed Financial Statements
                                                         4-15


BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED BALANCE SHEETS    ASSETSJune 30,

December 31,2010

2009(Unaudited)Current
AssetsCash
$
            203

$
           6,183Accounts
receivable, net of $13,878 and $0, respectively,reserve
for doubtful accounts
12,966

9,344Prepaid
expenses and deposits
3,355

3,241Prepaid
consulting
30,925

49,440Securities
-

315,000Total
Current Assets
47,449

383,208TOTAL
ASSETS
$
       47,449

$
       383,208LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)LIABILITIESCurrent
LiabilitiesAccounts
payable and accrued expenses
$
       11,098

$
         13,500Notes
and loans payable to stockholder
3,275

80,954Option
liability
30,925

49,440Warrant
liability
259,858

-Total
Current Liabilities
305,156

143,894Long Term
DebtConvertible
debentures
113,042

227,670Total
Long Term Debt
113,042

227,670Total
Liabilities
418,198

371,564STOCKHOLDERS'
EQUITY (DEFICIT)Common
stock, par value $.001, 500,000,000 shares authorized and94,773,093
and 58,342,000 shares, respectively, issued and outstanding
94,773

58,342Additional
paid-in capital
1,143,007

548,261Accumulated
other comprehensive income (loss)
(105,010)

202,342Deficit
accumulated during the development and exploration stages
(1,503,519)

(797,301)Total
Stockholders' Equity (Deficit)
(370,749)

11,644TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
       47,449

$
       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 AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)   THREE MONTHS ENDED

SIX MONTHS ENDED
Cumulative TotalsJuly 12, 1999JUNE 30,

JUNE 30,
(Inception) to2010

2009

2010
2009

June 30, 2010REVENUESale of mining
claims
$
                  -

$
                 -

$
                 -
$
                 -

$
               126,889OPERATING
EXPENSESSpeculative
mining expenses
508

8,032

1,000
13,786

361,218Consulting
9,245

14,866

18,515
26,028

55,680Professional
fees
9,186

7,882

17,709
13,197

192,119Administrative
expenses
1,112

12,075

1,585
12,902

105,762Provision for
bad debts
13,878

-

13,878
-

13,878Depreciation
-

-

-
-

3,806Total
Operating Expenses
33,929

42,855

52,687
65,913

732,463LOSS BEFORE
OTHER INCOME (EXPENSE)
(33,929)

(42,855)

(52,687)
(65,913)

(605,574)OTHER INCOME
(EXPENSE)Interest,
net
(2,341)

(6,954)

(10,560)
(10,026)

(47,193)Foreign currency
transaction (loss)
(13,194)

-

(13,194)
-

(13,194)Loss from debt
extinguishment
(495,300)

-

(495,300)
-

(839,326)Warrant
conversion expense
(134,477)

-

(134,477)
-

(134,477)Release of
exploration cost liability
-

-

-
-

136,245Total
Other Income (Expense)
(645,312)

(6,954)

(653,531)
(10,026)

(897,945)NET LOSS
APPLICABLE TOCOMMON
SHARES
$
     (679,241)

$
      (49,809)

$
    (706,218)
$
      (75,939)

$
           (1,503,519)ACCUMULATED
OTHER COMPREHENSIVEINCOME
(LOSS)Gain (loss) on
securities
(111,000)

-

(315,000)
-

(103,600)Cumulative
currency translation adjustment
12,092

(528)

7,648
(8,697)

(1,410)Total
Other Comprehensive (Loss)
(98,908)

(528)

(307,352)
(8,697)

(105,010)COMPREHENSIVE
LOSS
$
     (778,149)

$
      (50,337)

$
 (1,013,570)
$
      (84,636)

$
           (1,608,529)NET LOSS PER
BASIC AND DILUTED SHARES
$
           (0.01)

$
          (0.00)

$
          (0.01)
$
          (0.00)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING
91,570,360

58,342,000

75,047,971
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 SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)    SIX
MONTHS ENDED

Cumulative TotalsJUNE
30,

July 12, 1999 (Inception)2010

2009

to June 30, 2010CASH FLOWS
FROM OPERATING ACTIVITIESNet
loss

$
     (706,218)

$
       (75,939)

$
                       (1,503,519)Adjustments
to reconcile net loss to net cash(used
in) operating activitiesDepreciation

-

-

3,806Mineral
rights for stock

-

-

(103,600)Amortization
of prepaid consulting

18,515

13,583

43,235Gain
(loss) on foreign currency translation

7,648

(8,698)

(1,410)Interest
forgiven by shareholder

1,553

3,395

26,598Interest
on convertible debentures

9,308

6,410

30,892Warrant
conversion expense

134,477

-

134,477Increase
in reserve for doubtful accounts

13,878

-

13,878Loss
from debt extinguishment

495,300

6,193

839,326Changes
in assets and liabilitiesIncrease
in prepaid expenses and deposits

(114)

(138)

(3,355)Increase
in accounts receivable

(17,500)

-

(26,844)Increase
(decrease) in accounts payable andaccrued
expenses

(2,402)

9,634

11,098Total
adjustments

660,663

30,379

968,101Net
cash used in operating activities

(45,555)

(45,560)

(535,418)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

39,575

48,070

366,417Net
cash provided by financing activities

39,575

48,070

539,427NET INCREASE
(DECREASE) INCASH
AND CASH EQUIVALENTS

(5,980)

2,510

203CASH AND CASH
EQUIVALENTS - BEGINNING OF PERIOD

6,183

70

-CASH AND CASH
EQUIVALENTS - END OF PERIOD

$
             203

$
          2,580

$
                                  203SUPPLEMENTAL
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 to additional paid-in capital

$
             892

$
          3,395

$
                             43,235Securities
received for sale of mining rights

$
                -

$
                -

$
                           103,600Conversion
of debentures into stock

$
      232,788

$
                -

$
                           232,788Conversion
of notes and loans into convertible debentures

$
      112,084

$
      227,670

$
                           339,754Options
issued for consulting services

$
                -

$
      176,584

$
                           176,584Warrants
issued as part of convertible debentures

$
      304,800

$
      111,495

$
                           688,628   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 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 generally accepted
accounting principlesthe functional currency of the Company is United
States currency, requiring periodic conversion at exchange rates as of the
balance sheet date.  The Company has reported its gain or loss on foreign
currency translation of assets and liabilities in Accumulated Other
Comprehensive Income or (Loss) due to these translation adjustments.
 Foreign currency translation for settled transactions is recorded as gain
or (loss).  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 April of 2010 the FASB issued seven ASUs.  2010-12,
Income Taxes(Topic 740), deals with the accounting effect of a date
difference between the 3/23/10 signing of the Patient Protection And Care Act,
itself, and the signing of the Health Care And Education Reconciliation Act of
2010 on 3/30/2010.  2010-13, Compensation(Topic 718), provides
guidance on the effect of denominating the exercise price of a share-based
payment award in the currency of the market in which the underlying security
trades.  2010-14. Accounting for Extractive Activities-Oil and Gas,
contains an amendment to Paragraph 932-10-599-1.  2010-15, Financial
Services-Insurance(Topic 944), directs the manner in which investments held
through separate accounts affect an insurers consolidation analysis of those
investments.  2010-16, Entertainment-Casinos(Topic 924), guides
accruals for jackpot liabilities.  2010-17, Revenue
Recognition-Milestone Method(Topic 605), provides guidance on when to apply
the milestone method for research and development transactions and on the
definition of a milestone for use in application of the method.  2010-18,
Receivables(Topic 310), guides accounting for a loan modification when
the loan is a part of a pool accounted for as a single asset.  None of
these updates is applicable to the Companys current accounting practices or
financial reporting.  In May, 2010, the FASB issued ASU no. 2010-19, Foreign Currency(Topic 830), which provides guidance for disclosures on certain foreign
currency issues related to investments in Venezuela.  This update has no
effect on the Companys current accounting practices or financial reporting.  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.  On June 4, 2010
the Company replaced notes and loans valued at $112,084 with convertible
debentures (See Note 4 Convertible Debentures, Warrants and Options).
 There were loans payable to stockholders of $3,275 as of June 30, 2010 and
notes and loans payable to stockholders of $80,954 as of December 31, 2009.  Interest
on notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.    6         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  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.  Attached to each debenture were warrants to purchase additional
shares at the same prices specified for the conversion options.  There were
6,332,850 share purchase warrants attached to the USD debenture and 5,004,000
share purchase warrants attached to the CAD debenture.  Exercise of the
warrants is limited to holders whose percentage of the total stock of the
Company would not exceed 10% upon exercise.  Both issues of warrants expire
on April 9, 2012.  On September 24, 2009, in consideration for the holder agreeing to
surrender his floating charge in order to facilitate the granting of option
rights on certain mineral properties of the Company, the conversion rate on the
debentures and warrants was changed to $0.0075 (US) for the USD-denominated
debentures and $0.008 (CAD) for the CAD-denominated debentures.  The
reduction in the exercise price increased the potential shares on conversion
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 potential
shares from the warrants similarly increased.  The Company calculated the value of these warrants as of December
31, 2009 as $383,828 using the Black-Scholes model.  The September 24, 2009
modification was considered a substantial modification of the debt agreement
and, accordingly, a loss of $344,026 was recorded.  On April 9, 2010 the USD-denominated debenture of $126,677 and the
CAD-denominated debenture of $125,100 (Valued at $106,111 USD) were converted to
32,527,761 shares of common stock after bondholders waiver of fractional shares
totaling 6.  Related cumulative currency translation of $12,186 was
recognized as expense.  7       **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (CONTINUED)  Also on April 9, 2010, 3,903,332 shares of stock were issued in
payment of $8,401 accrued interest and $1,008 related cumulative currency
translation was recognized as expense.  The warrants attached to the
debentures remained outstanding.  However, on June 1, 2010 the terms of the
warrants were amended.  The number of warrants associated with the
USD-denominated debenture increased from 16,890,267 to 42,225,667 based on a
revised exercise price of $.003 USD.  The number of warrants associated
with the CAD-denominated debenture increased from 15,637,500 to 41,700,000 based
on a revised exercise price of $.003 CAD.  The expiration date was changed
from April 9, 2012 to June 1, 2013.  As a result of the revised terms, in accordance with the FASB
Accounting Standards Codification (ASC) topic related to derivatives and
hedging, the warrants are considered a liability and on June 1, 2010 warrant
liability was valued at $333,032 using the Black-Scholes option pricing model.
 In accordance with the ASC related to fair value measurements, the warrant
liability was revalued at June 30, 2010 at $259,858.  On June 4, 2010 the Company issued two additional convertible
debentures to a shareholder 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 $66,300 USD and the other for $48,000
CAD (Valued at $44,208 USD).  The term of each of these new debentures is
three years and each debenture earns interest at 12% per annum, calculated and
payable annually.  Each debenture is also 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 $.003
per share for the USD debenture or $.003 CAD for the CAD debenture.  The
Company is also permitted to pay any accrued interest in the form of common
shares at the same conversion rates.  Attached to each of the new debentures were warrants to purchase
additional shares at the same prices specified for the conversion options.
 There were 22,100,000 share purchase warrants attached to the USD
debenture and 16,000,000 share purchase warrants attached to the CAD debenture.
 Exercise of warrants is limited to holders whose percentage of the total
stock of   8          **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (CONTINUED)  the Company would not exceed 10% upon exercise.  Both issues
of warrants expire on June 1, 2013.  A loss from debt extinguishment due to the June 4, 2010
restructuring was recognized.  The fair value of the conversion feature was
$190,500 and the value of attached warrants was $304,800 for a total loss from
debt extinguishment of $495,300.  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 June 30, 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 to consulting
expense and the option liability is amortized to equity.  As of June 30,
2010, $43,235 expense was recognized, leaving a prepaid consulting balance and
an option liability of $30,925.  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 ($476,917 USD as of June 30, 2010) or eliminated
entirely by payment of $1,000,000 CAD ($953,834 USD as of June 30, 2010).  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 9       **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
5 - PURCHASE
OF MINERAL CLAIMS (CONTINUED)  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 with
Kranti Resources, Inc. (Kranti) to grant Kranti an option acquire one of the
mining 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 carry out the exploration work required to
be completed by the second anniversary date of the option agreement so the
Company amended the agreement on January 16, 2009 to allow the optionee an
extension of time to June 30, 2009 to meet these exploration requirements.
 On June 22, 2009 the Company entered into a Second Amending Agreement
which extended the date for completion of the exploration work required for the
second anniversary of the option agreement to December 31, 2009, in
consideration of the optionee agreeing to increase exploration work required
under the option agreement by $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 second anniversary work requirements to June 30,
2010 and increasing the overall 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 exploration work to be carried out by the third anniversary date to
December 31, 2010, in consideration of the optionee agreeing to carry out an
additional $25,000 CAD in exploration and development work or payments in lieu
of work, bringing the total  10         **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  commitment to $275,000 CAD ($262,304 USD as of June 30, 2010).
 On September 24, 2009 the Company entered into an option agreement with a
junior mining company granting it an option to acquire a 50% interest in nine
mining claims comprising its mineral property rights upon payment, in the form
of stock of the optionee company, valued at $103,600 on September 24, 2009, and
the performance of a program of development and exploration on the mineral
property totaling $300,000 CAD over a two-year period, with amounts to be
completed at each anniversary.  Upon exercise of the option to purchase,
the buyer will assume the 2% royalty on 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.  If the option is exercised, the optionee and the
Company may enter into a joint venture for exploration and development.  If
the optionee were to fail to meet the maintenance requirements, whether through
the performance of exploration work on the mining claims or the payment of cash
in lieu thereof, the Company may pay the required fees in lieu of exploration
work and recover from the optionee.  As of June 30, 2010 the Company has
recorded a receivable of $13,878 due from the optionee as reimbursement for
maintenance payments it has made on behalf of the optionee.  As of June 30, 2010, the optionees shares received by the Company
have been delisted.  Due to doubt about the optionees ability to perform
and the absence of a value for its shares, the Company has created a bad debt
reserve of $13,878 and reduced the carrying value of the optionees shares to
$0.  On September 25, 2009 the Company entered into an agreement with
another junior mining company granting it an option to acquire a 50% interest in
eight mining claims comprising its mineral property rights upon the payment, in
the form of stock in the optionee company, payable within six months of the date
of signing the option agreement (By March 24, 2010) and the performance of a
program of exploration and development on the mineral property totaling $250,000
CAD over a two-year period, with amounts to be completed by each anniversary.
 Upon exercise of the option to purchase, the buyer will assume the 2%
royalty on 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.  If the
option is exercised, the optionee and the Company may enter into a joint venture
for exploration and development.  If the optionee were to fail to meet the
maintenance requirements, whether for performance of exploration work on the
mining claims or the payment in lieu of cash thereof, the Company may pay the
required fees in lieu of exploration work and recover from the optionee.
 As of June 30, 2010 the Company has recorded a receivable of $12,996 due
from the optionee as reimbursement for maintenance payments it has made on
behalf of the optionee.  11         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  On March 24, 2010 the due date for payment of the shares under the
Companys option agreement dated September 25, 2009 was extended to June 24,
2010 in consideration of the optionee agreeing to perform an additional $50,000
CAD of exploration and development work on the optioned mining claims.  On
June 24, 2010 the Company entered into a further amending agreement extending
the due date for payment of its stock and for the completion of the initial
$50,000 CAD exploration and development program to December 31, 2010, in
consideration of the optionee agreeing to an increase in the number of shares to
be received from the optionee from 1,000,000 shares to 1,500,000 shares.  NOTE
7 - STOCKHOLDERS
EQUITY (DEFICIT)  Common
Stock  As of June 30, 2010 and 2009 the Company has 500,000,000 shares of
common stock authorized and 94,773,093 and 58,342,000, respectively, issued and
outstanding.  The following details the stock transactions for the Company:  On September 9, 1999 the Company issued 1,700,000 shares of its
common stock at $.001 per share for $1,700 to provide initial working
capital.  On December 30, 2002 the Company completed sale of 3,375,000
shares of its common stock at $.01 per share for $33,750 to provide further
working capital and to begin funding for its operations.  On December 20, 2004 the Company completed the sale of 750,000
shares at $.10 per share for $75,000 to provide further working capital and to
fund its operations.  On July 17, 2006 the Company effected a 10 for 1 forward split
effective August 1, 2006 for stockholders of record July 31, 2006.  The
5,825,000 pre-split shares became 58,250,000 shares issued and outstanding.  On July 9, 2008 the Company sold 92,000 shares at $.68 per share
for a total of $62,560, further explained in Note 8, below.  The proceeds
were used for working capital and to fund its operations.  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. 12        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
7 - STOCKHOLDERS
EQUITY (DEFICIT) (CONTINUED)  Common
Stock (Continued)  On April 9, 2010 conversion of debentures increased the number of
shares outstanding by 32,527,761.  Payment of accrued interest in the form
of stock added 3,903,332 shares.  During the six months ended June 30, 2010, interest forgiven on
notes payable to a stockholder, credited to additional paid-in capital,
increased $1,553, bringing the total from inception to $26,598.  NOTE
8 - PRIVATE
PLACEMENT MEMORANDUM  The Company issued a Private Placement Memorandum authorizing the
sale of up to 500,000 shares of its common stock at a price of $.68 per share.
 The original memorandum terminated September 30, 2007.  Three
extensions were authorized, bringing the termination date to June 20, 2008.
 At the termination of the Memorandum the Company had received
subscriptions for 92,000 shares along with proceeds of $62,560, which were
reported as a liability for stock to be issued pending issuance of the
certificates.  Issuance of certificates occurred on July 9, 2008.  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.  13       **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
9 - FAIR
VALUE MEASUREMENTS (CONTINUED)   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 June 30, 2010:  Assets
Level
1        Level 2
       Level 3
       TotalCash
                           $
  203        $
    -
            $
     -
       $
     203Total
Assets
203
             -
-
                 203=====
           ==
                 ==
           =====Warrant
liability
              -
            259,858
              -
         259,858Convertible
debentures    -
            113,042
             -
           113,042Total
Liabilities
               -
            372,900
             -
           372,900=====
      ======
            ==
        ======   NOTE
10 - LONG
TERM DEBT MATURITY SCHEDULE  The Company has long term debt in the form of convertible
debentures which become due for payment, in the form of cash or Company stock,
in three years.  The debentures were valued at $113,042 as of June 30,
2010.  The five-year long term debt maturity schedule is as follows:  2011 $       - 0  2012 - 0  2013 113,042 2014 - 0  2015 - 0 -   14        **BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
11 - SUBSEQUENT
EVENTS  On July 1, 2010 the Company gave notice to Kranti (See Note 6 
Sale of Mineral Rights) that it is in default of the second anniversary work
requirement under the option agreement with the Company.  Kranti has 35
days from the notice date to meet the requirements or the Option Agreement and
the option represented will terminate.  On August 5, 2010, Kranti remained
in default and the Option Agreement was terminated.  On July 12, 2010 the Board of Directors authorized a new Private
Placement Memorandum (Second PPM) offering 30,000,000 units, priced at $.005 USD
per unit.  Each offered unit is comprised of one share of Beeston common
stock and two warrants, with one warrant (Warrant A) being exercisable into
one share of the Companys common stock for a period of one year from the
closing date of this private placement offering at a price of $.0055 and one
warrant (Warrant B) being exercisable into one share of the Companys common
stock for a period of one year and six months from the closing date of this
private placement offering at a price of $.006.  The Second PPM expires
January 12, 2011 unless extended.  On August 9, 2010 the Company entered into an Agreement with Okana
Ventures, Inc. (Okana) under which the Company granted Okana an option to
purchase a certain mineral property, comprising approximately 478 hectares,
located in the Clinton Mining District of British Columbia, Canada (the
Property).  Under the terms of the option agreement, Okana can acquire
the Property from the Company upon the payment of $2,500 (USD) at the time of
signing and a further payment of $2,500 (USD) on or before August 31, 2010, plus
carrying out a work program of $200,000 (CAD) over a four year period
thereafter.  Upon the acquisition of the Property by Okana, the Property
will be subject to a royalty of 2% of net smelter returns payable to Candorado
Operating Company Ltd., with a payout of $1,000,000 (CAD), and an additional
royalty of 2% of net smelter returns payable to the Company, with a payout of
$2,000,000 (CAD).          15


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 $732,463 in operating expenses through June 30, 2010.  As
of June 30, 2010 we have an accumulated deficit of $1,503,519.  Net
cash provided by financing activities since inception through June 30, 2010, was
$539,427, consisting of $173,010 raised from the sale of common
stock and $366,417 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 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.





Due to the current market for the shares of common stock of the
Company, our Board of Directors approved a further private placement offeringfor 30,000,000 units of the Company.  Each offered unit is comprised of one
share of Beestons common stock and two warrants, with one warrant (Warrant A)
being exercisable into one share of Beestons common stock for a period of one
year from the closing date of this private placement offering at a price of
$0.0055 and one warrant (Warrant B) being exercisable into one share of
Beestons common stock for a period of one year and six months from the closing
date of this private placement offering at a price of $0.006. We anticipate
raising up to $150,000 by means of this private placement offering.  The
expiration date for this private placement is January 12, 2011, unless extended
by our Board of Directors.The net
proceeds received from the sale of the units under this private placement will
also 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 would 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.  As of June 30, 2010, Kranti was in default of
its obligations for the further exploration and development of the mineral claim
under option from Beeston.  On July 1, 2010 we delivered to a notice to
Kranti advising of its default of the work requirements under the Option
Agreement and that it had 30 days from the date of receipt of the notice to meet
these work requirements or the Option Agreement and the option of the mineral
claim granted thereunder would terminate.  On August 5, 2010, Kranti
remained in default and the Option Agreement was terminated.  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 Company entered
into a another agreement with Mariposa on June 24, 2010, under which Beeston
granted Mariposa a further extension for the payment of shares of its common
stock and for the completion of its initial exploration and development as
required under the option agreement with Beeston until December 31, 2010, in
consideration for an increase in the number of shares payable thereunder. On August 9, 2010, the Company entered into an agreement with
Okana Ventures, Inc. ("Okana"), a junior mining company, under which the Company
granted Okana an option to purchase a certain mineral claim comprising part of
its Ruth Lake Property by the payment of cash and the performance of a
series of work programs over a period of four years. The
mineral claim optioned to Okana is subject to a royalty of 2% of net smelter
returns payable to Candorado Operating Company Ltd., with a payout of $1,000,000
(CAD), and an additional royalty of 2% of net smelter returns payable to the
Company, with a payout of $2,000,000 (CAD). The optioning of a
portion of our mineral claims not only provides funds through the receipt of
cash consideration or the potential for generating funds through the sale of the
common shares received as part of the consideration for the optioned mineral
claims, as in the case of USAU and Mariposa, but will also provide for the
further exploration and development of these mineral claims, 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 offerings 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.  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 and associated warrants 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.  On June 1, 2010, as
incentive to the holders of both the U.S.$ Debenture and the CAD$ Debenture to
exercise the share purchase warrants granted thereunder, Beeston entered into an
agreement with the holders of the U.S.$ Debenture and the CAD$ Debenture under
which the parties thereto agreed to exchange each of the U.S.$ Debenture and the
CAD$ Debenture for new debentures which provide for a reduction in the share
purchase warrant prices and an increase in the number of share purchase warrants
granted thereunder.   In the case of the debenture issued in exchange
for the U.S.$ Debenture, the share purchase warrant price is reduced from
$0.0075(U.S.) to $0.003(U.S.) and the number of share purchase warrants is
increased from 16,890,267 to 42,225,667, and in the case of the debenture issued
in exchange for the CAD$ Debenture, the share purchase warrant price is reduce
from $0.008(CAD) to $0.003(CAD) and the number of share purchase warrants is
increased from 15,637,500 to 41,700,000.  None of the warrants were
converted into common shares.





Since the issue of the
debentures, Mr. Smith has provided the Company with additional funding and on
June 4, 2010, 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 $66,300.00 (U.S.)
(the Second U.S.$ Debenture ) and the other is for $48,000.00 (CAD) (the
Second CAD$ 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 that are not currently the subject of ongoing contracts with independent
third parties.  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 $0.003(U.S.) per share for the Second
U.S.$ Debenture, and at a conversion rate of $0.003(CAD) per share for the
Second CAD$ 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
22,100,000 share purchase warrants attached to the Second U.S.$ Debenture and
16,000,000 share purchase warrants attached to the Second 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 $0.003(U.S.) per share under
the Second U.S.$ Debenture and at a purchase price of $0.003(CAD) per share
under the Second CAD$ Debenture.  To date, no debt has been converted to
shares and no warrants have been exercised under either of these debentures.  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
June 30, 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 June 30,
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,   August 26,
2010                                                                                   
   ***/s/ Michael
Upham***________________ Date MICHAEL
UPHAM, PRESIDENT