UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(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, 2004

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.)



#200 - 1687 West
Broadway

Vancouver, British
Columbia

Canada, V6J 1X2

(Address of principal
executive offices)





(604) 738-1143

(Issuer's telephone
number)

(Former name, former address and former fiscal year, if
changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes 
X No 

APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2004, the Company had 5,075,000 issued and
outstanding shares of its common stock.

Transitional Small Business Disclosure Format (Check one):
Yes []    No [X]

---





PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.











BEESTON ENTERPRISES, LTD.



(A DEVELOPMENT STAGE COMPANY)



UNAUDITED FINANCIAL STATEMENTS



MARCH 31, 2004 AND MARCH 31, 2003











---



TABLE OF CONTENTS











|                                                                                        |                                                                                                   | Page Number
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | -----------
|                                                                                        |                                                                                                   |            
|INDEPENDENT ACCOUNTANT'S REPORT . . . . . . . . . . . . . . . . . . . . . .
    . . . . | 1                                                                                                
|                                                                                        |                                                                                                   |            
|FINANCIAL STATEMENTS - UNAUDITED                                                        |                                                                                                  
|                                                                                        |                                                                                                   |            
|                                                                                        | Balance Sheets.
    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               | 2          
|                                                                                        |                                                                                                   |            
|                                                                                        | Statements of
    Operations and Deficit
    Accumulated During the Development Stage . . . . . . | 3          
|                                                                                        |                                                                                                   |            
|                                                                                        | Statement of
    Changes in Stockholders' Equity . . . . . . .                                    | 4          
|                                                                                        |                                                                                                   |            
|                                                                                        | Statements of
    Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .                      | 5          
|                                                                                        |                                                                                                   |            
|                                                                                        | Notes to the
    Financial Statements . . . . . . . . . . . . . . . . .                           | 6-8        

---







|David E. Coffey,            | 6767 W. Tropicana Ave., Suite 216, Las Vegas, NV 89103
|--------------------------- | ------------------------------------------------------
|Certified Public Accountant | Phone (702) 871-3979 FAX (702) 671-6769               



INDEPENDENT ACCOUNTANT'S REPORT



To the Board of Directors and
Stockholders

of Beeston Enterprises Ltd.

Las Vegas, Nevada

I have reviewed the accompanying financial statements of Beeston Enterprises,
Ltd., (a development stage company) as of March 31, 2004 and March 31, 2003.
These financial statements are the responsibility of Beeston Enterprises Ltd.'s
management.

I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, no such opinion is expressed.

Based upon my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America established by the American Institute of Certified Public Accountants.



David E. Coffey, C.P.A.

Las Vegas, Nevada

May 28, 2004

---



BEESTON ENTERPRISES LTD.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



|                                         |                                               |                                                |                                           |                                |          | March 31, 2004        |          | March 31, 2003     
|---------------------------------------- | --------------------------------------------- | ---------------------------------------------- | ----------------------------------------- | ------------------------------ | -------- | --------------------- | -------- | -------------------
|                                         |                                               |                                                |                                           |                                |          | --------------------- |          | -------------------
|ASSETS                                   |                                               |                                                |                                           |                               
|                                         |                                               |                                                |                                           |                                |          |                       |          |                    
|Cash                                     | $                                             | 2,493                                          | $                                         | 9,581                         
|Prepaid
    expenses                     |                                               | 0                                              |                                           | 592                           
|Notes
    receivable                     |                                               | 21,255                                         |                                           | 20,000                        
|Interest receivable                      |                                               | 1,329                                          |                                           | 505                           
|Deposits                                 |                                               | 188                                            |                                           | 159                           
|Office
    equipment, net of accumulated |                                               |                                                |                                           |                               
|                                         | depreciation of $1,106 and $344, respectively |                                                | 2,701                                     |                                | 3,462   
|                                         |                                               |                                                |                                           |                                |          | --------------------- |          | -------------------
|                                         |                                               | Total
    Assets                               | $                                         | 27,966                         | $        | 34,299               
|                                         |                                               |                                                |                                           |                                |          | ============          |          | ===========        
|                                         |                                               |                                                |                                           |                                |          |                       |          |                    
|LIABILITIES & STOCKHOLDERS' EQUITY       |                                               |                                                |                                           |                               
|                                         |                                               |                                                |                                           |                                |          |                       |          |                    
|Accounts payable                         | $                                             | 285                                            | $                                         | 0                             
|Loans
    from stockholders              | $                                             | 154                                            | $                                         | 0                             
|Notes
    payable to stockholders        |                                               | 38,837                                         |                                           | 20,037                        
|                                         |                                               |                                                |                                           |                                |          | --------------------- |          | -------------------
|                                         |                                               | Total
    Liabilities                          |                                           | 39,276                         |          | 20,037               
|                                         |                                               |                                                |                                           |                                |          |                       |          |                    
|Stockholders' Equity                     |                                               |                                                |                                           |                               
|                                         |                                               |                                                | Common
    stock, authorized 100,000,000  |                                |          |                       |         
|                                         |                                               |                                                | shares
    at $.001 par value, issued and |                                |          |                       |         
|                                         |                                               |                                                | outstanding 5,075,000 shares              |                                | 5,075    |                       | 5,075   
|                                         |                                               |                                                | Additional paid-in capital                |                                | 30,375   |                       | 30,375  
|                                         |                                               |                                                | Deficit
    accumulated during the        |                                |          |                       |         
|                                         |                                               |                                                | development stage                         |                                | (46,760) |                       | (21,188)
|                                         |                                               |                                                |                                           |                                |          | --------------------- |          | -------------------
|                                         |                                               |                                                |                                           | Total Stockholders'
    Equity |          | (11,310)              |          | 14,262             
|                                         |                                               |                                                |                                           |                                |          |                       |          |                    
|                                         |                                               | Total
    Liabilities and Stockholders' Equity | $                                         | 27,966                         | $        | 34,299               
|                                         |                                               |                                                |                                           | ============                   |          | ===========          









The accompanying notes are an
integral part of

these financial statements

-2-

---



BEESTON ENTERPRISES LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND DEFICIT

ACCUMULATED DURING THE DEVELOPMENT
STAGE - UNAUDITED

(With Cumulative Figures From
Inception)



|                               |                             |           | Three months ending March 31, |           | From
    Inception,
    July
    12, 1999 to
    March
    31, 2004
|------------------------------ | --------------------------- | --------- | ----------------------------- | --------- | -------------------------------------------------------------------
|                               |                             |           | 2004                          |           | 2003                                                               
|                               |                             |           | --------------------          |           | -----------------------                                            
|Interest income                | $                           | 531       | $                             | 500       | $                                                                  
|                               |                             |           |                               |           |                                                                    
|Expenses                       |                             |           |                               |           |                                                                    
|                               | Organization
    expenses   |           | 0                             |           | 0                                                                  
|                               | Consulting                  |           | 0                             |           | 0                                                                  
|                               | Office expenses             |           | 31                            |           | 1,484                                                              
|                               | Rent                        |           | 714                           |           | 598                                                                
|                               | Repairs and
    maintenance |           | 0                             |           | 0                                                                  
|                               | Licenses and fees           |           | 0                             |           | 0                                                                  
|                               | Outside services            |           | 0                             |           | 1,508                                                              
|                               | Travel                      |           | 0                             |           | 0                                                                  
|                               | Depreciation                |           | 190                           |           | 176                                                                
|                               | Professional fees           |           | 5,741                         |           | 6,980                                                              
|                               |                             |           | --------------------          |           | -----------------------                                            
|Total
    expenses             |                             | 6,676     |                               | 10,746    |                                                                    
|                               |                             |           |                               |           |                                                                    
|Net
    loss                   |                             | (6,145)   |                               | (10,246)  | $                                                                  
|                               |                             |           |                               |           |                                                                    
|                               |                             |           |                               |           |                                                                    
|Retained earnings,             |                             |           |                               |           |                                                                    
|beginning of period            |                             | (40,615)  |                               | (10,942)  |                                                                    
|                               |                             |           | --------------------          |           | -----------------------                                            
|Deficit
    accumulated during |                             |           |                               |           |                                                                    
|the
    development stage      | $                           | (46,760)  | $                             | (21,188)  |                                                                    
|                               |                             |           | ===========                   |           | =============                                                      
|                               |                             |           |                               |           |                                                                    
|Earnings (loss) per share,     |                             |           |                               |           |                                                                    
|assuming dilution,             |                             |           |                               |           |                                                                    
|Net
    loss                   | $                           | 0.00      | $                             | 0.00      | $                                                                  
|                               |                             |           | ===========                   |           | =============                                                      
|Weighted average shares        |                             |           |                               |           |                                                                    
|outstanding                    |                             | 5,075,000 |                               | 5,075,000 |                                                                    
|                               |                             |           | ===========                   |           | =============                                                      







The accompanying notes are an
integral part of

these financial statements.

-3-



---



BEESTON ENTERPRISES LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY - UNAUDITED

FROM JULY 12, 1999, (Date of
Inception) TO MARCH 31, 2004



|                                                         | Common Stock     |   | Additional
    Paid-in
    Capital |   | Deficit accumul-
    ated
    during the
    development stage |   | Total                 
|-------------------------------------------------------- | ---------------- | - | ---------------------------------- | - | -------------------------------------------------------------- | - | ----------------------
|                                                         | Shares           |   | Amount                             |   |                                                                |  
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, July 12,
    1999                               | 0                | $ | 0                                  | $ | 0                                                              | $ | 0                     
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Issuance of common
    stock for cash,                   |                  |   |                                    |   |                                                                |   |                       
|September 9, 1999                                        | 1,700,000        |   | 1,700                              |   | 0                                                              |   | 0                     
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | (1,700)               
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, December
    31, 1999                           | 1,700,000        |   | 1,700                              |   | 0                                                              |   | (1,700)               
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | 0                     
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, December
    31, 2000                           | 1,700,000        |   | 1,700                              |   | 0                                                              |   | (1,700)               
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | 0                     
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, December
    31, 2001                           | 1,700,000        |   | 1,700                              |   | 0                                                              |   | (1,700)               
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Issuance of common
    stock for cash, December 30, 2002 | 3,375,000        |   | 3,375                              |   | 30,375                                                         |   | 0                     
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | (9,242)               
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, December
    31, 2002                           | 5,075,000        |   | 5,075                              |   | 30,375                                                         |   | (10,942)              
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | (29,673)              
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, December
    31, 2003                           | 5,075,000        |   | 5,075                              |   | 30,375                                                         |   | (40,615)              
|                                                         |                  |   |                                    |   |                                                                |   |                       
|Less net loss                                            | 0                |   | 0                                  |   | 0                                                              |   | (6,145)               
|                                                         | ---------------- |   | ----------                         |   | -------------                                                  |   | ----------------------
|Balance, March 31,
    2004                              | 5,075,000        | $ | 5,075                              | $ | 30,375                                                         | $ | (46,760)              
|                                                         | =========        |   | =====                              |   | =======                                                        |   | ============          











The accompanying notes are an
integral part of

these financial statements

-4-



---



BEESTON ENTERPRISES LTD.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS - UNAUDITED

(With Cumulative Figures From
Inception)



|                                     |                                     |                                           |                           |          | Three months ending March 31, |          | From
    Inception,
    July
    12, 1999, to
    March
    31, 2004
|------------------------------------ | ----------------------------------- | ----------------------------------------- | ------------------------- | -------- | ----------------------------- | -------- | --------------------------------------------------------------------
|                                     |                                     |                                           |                           |          | 2003                          |          | 2002                                                                
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|CASH
    FLOWS PROVIDED BY           |                                     |                                           |                           |          |                               |         
|OPERATING ACTIVITIES                 |                                     |                                           |                           |          |                               |         
|Net
    Income (Loss)                | $                                   | (6,145)                                   | $                         | (10,246) | $                             | (46,760)
|Adjustments to reconcile net loss to |                                     |                                           |                           |          |                               |         
|                                     | cash
    used by operating activity |                                           |                           |          |                               |          |                                                                     
|                                     |                                     | Depreciation                              |                           | 190      |                               | 176      |                                                                     
|                                     |                                     | Increase in accounts payable              |                           | 285      |                               | 0        |                                                                     
|                                     |                                     | (Decrease) in prepaid expenses            |                           | 56       |                               | 1,688    |                                                                     
|                                     |                                     | (Increase) in deposits                    |                           | 0        |                               | 0        |                                                                     
|                                     |                                     | Increase in interest receivable           |                           | (531)    |                               | (500)    |                                                                     
|                                     |                                     | Increase in loans from stockholders       |                           | 154      |                               | 0        |                                                                     
|                                     |                                     | Increase in notes payable to stockholders |                           | 8,000    |                               | 0        |                                                                     
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|                                     |                                     |                                           | NET CASH PROVIDED
    BY  |          |                               |          |                                                                     
|                                     |                                     |                                           | OPERATING
    ACTIVITIES  |          | 2,009                         |          | (8,882)                                                             
|                                     |                                     |                                           |                           |          |                               |          |                                                                     
|CASH
    FLOWS USED BY               |                                     |                                           |                           |          |                               |         
|INVESTING ACTIVITIES                 |                                     |                                           |                           |          |                               |         
|                                     |                                     | Purchase of office equipment              |                           | 0        |                               | (436)    |                                                                     
|                                     |                                     | Notes
    receivable                      |                           | 0        |                               | 0        |                                                                     
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|                                     |                                     |                                           | NET CASH USED BY          |          |                               |          |                                                                     
|                                     |                                     |                                           | INVESTING
    ACTIVITIES  |          | 0                             |          | (436)                                                               
|                                     |                                     |                                           |                           |          |                               |          |                                                                     
|CASH
    FLOWS FROM                  |                                     |                                           |                           |          |                               |         
|FINANCING ACTIVITIES                 |                                     |                                           |                           |          |                               |         
|                                     |                                     | Sale of
    common stock                  |                           | 0        |                               | 0        |                                                                     
|                                     |                                     | Additional paid-in capital                |                           | 0        |                               | 0        |                                                                     
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|                                     |                                     |                                           | NET CASH PROVIDED
    BY  |          |                               |          |                                                                     
|                                     |                                     |                                           | FINANCING
    ACTIVITIES  |          | 0                             |          | 0                                                                   
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|                                     |                                     |                                           | NET INCREASE IN
    CASH  |          | 2,009                         |          | (9,318)                                                             
|                                     |                                     |                                           |                           |          |                               |          |                                                                     
|CASH AT
    BEGINNING OF PERIOD      |                                     | 484                                       |                           | 18,899   |                               |         
|                                     |                                     |                                           |                           |          | ----------------              |          | ------------                                                        
|                                     |                                     |                                           | CASH AT END OF
    PERIOD | $        | 2,493                         | $        | 9,581                                                               
|                                     |                                     |                                           |                           |          | =========                     |          | =======                                                             



The accompanying notes are an
integral part of

these financial statements.

-5-

---



BEESTON ENTERPRISES LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003

NOTE A        SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

> The Company was incorporated on July 12, 1999, under the laws of the
>     State of Nevada. The business purpose of the Company is to provide medical
>     diagnostic imaging services to individuals in British Columbia and Alberta,
>     Canada.
>     The Company will adopt accounting policies and procedures based upon the
>     nature of future transactions.

NOTE B        OFFICE EQUIPMENT

> The cost of office computer equipment is capitalized and depreciated over
>     the useful life of the asset using the straight-line method. The estimated
>     useful life of the equipment is 60 months. Repairs which extend the life of
>     an asset are capitalized and repairs which do not extend asset lives are
>     expensed as incurred.

NOTE C        EARNINGS (LOSS) PER SHARE

> Basic EPS is determined using net income divided by the weighted average
>     shares outstanding during the period. Diluted EPS is computed by dividing
>     net income by the weighted average shares outstanding, assuming all dilutive
>     potential common shares were issued. Since the Company has no common shares
>     that are potentially issuable, such as stock options, convertible securities
>     or warrants, basic and diluted EPS are the same.

NOTE D        SALE OF COMMON STOCK

> On September 9, 1999 the Company sold 1,700,000 shares of its common
>     stock at $.001 per share for $1,700. The proceeds were used for working
>     capital.
>     On December 30, 2002, the Company issued 3,375,000 shares of its common
>     stock at $.01 per share for $33,750 cash. The net proceeds of the sale were
>     to be used for working capital and to develop the medical diagnostic imaging
>     services business.

-6-

---



BEESTON ENTERPRISES LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003

(continued)

NOTE E         OFFERING COSTS

> Offering costs are reported as a reduction in the amount of paid-in
>     capital received for sale of the shares of stock. Where an offering includes
>     shares owned by existing shareholders, offering costs allocable to those
>     shares are expenses as incurred.

NOTE F        OFFICE LEASE

> On August 30, 2002, the Company entered into a one-year lease of office
>     space. Rental payments of CDN$250 are made monthly with a deposit of the
>     last month rent required at lease signing. The lease was extended for one
>     more year from September 1, 2003.

NOTE G        LOANS FROM STOCKHOLDERS

> From December 27, 2002 through December 12, 2003, stockholders have
>     loaned money to the Company for working capital purposes on unsecured demand
>     notes with no interest. The total notes payable to stockholders was $38,837
>     as of March 31, 2004.

NOTE H        EXECUTIVE COMPENSATION

> Compensation to the executive officers is not being accrued. The
>     compensation expense will be recorded for the fair value of services once
>     the Company commences its revenue generating operations.

NOTE I         SUBSEQUENT EVENTS



> The Company has an SB-2A offering to sell 4,125,000 shares of its common
>     stock at $.10 per share for a total of $412,500. This offering includes
>     3,375,000 shares owned by existing stockholders and 750,000 shares will be
>     newly-issued by the Company. The offering costs allocable to shares owned by
>     existing shareholders will be expensed when incurred.

NOTE J         NOTES RECEIVABLE

> Two separate $10,000 investments, evidenced by notes receivable with
>     interest at 10% per annum, were made in December of 2002.

-7-

---



BEESTON ENTERPRISES LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS

MARCH 31, 2004 AND MARCH 31, 2003

(continued)



NOTE J         NOTES RECEIVABLE
(continued)

> One note matured June 30, 2003 and the other September 30, 2003. When the
>     notes matured, the Board of Directors decided to re-invest the principal and
>     interest for an additional nine-months. One note in the amount of $10,501
>     will mature on March 31, 2004 and the other note for $10,753 will mature on
>     June 30, 2004.
>     The Company's management has reviewed the financial statements of the
>     promissor on the notes and considers its ability to pay when due to be
>     satisfactory.

NOTE K        RE-INVESTMENT OF MATURED
NOTE RECEIVABLE

> The Company's management reinvested the principal and accrued interest of
>     $11,290 maturing March 31, 2004 for another three months, maturing June 30,
>     2004.

NOTE L        GOING CONCERN

> The Company's financial statements are prepared using accounting
>     principles generally accepted in the United States of America and applicable
>     to a going concern, which contemplates the realization of assets and the
>     liquidation of liabilities in the normal course of business. However, the
>     Company has not generated any revenues from its planned principal operations
>     through March 31, 2004. Without realization of additional capital it would
>     be unlikely for the Company to continue as a going concern.















-8-

---





Item 2. Management's Discussion and Analysis or Plan of
Operation.

Beeston is a development stage company with no operations, no
revenue, limited financial backing and few assets. Beeston's plan of operation
is to build a business providing medical diagnostic imaging services for
individuals in Western Canada. Beeston's customers would be individuals who are
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. At the present time,
nearly all of these services are provided via the government administered system
in public hospitals. We believe there is an opportunity to establish private
facilities in both British Columbia and Alberta, and it is Beeston's plan to
establish its initial facility within the first six months of our second year of
operation.



Beeston's plan is to market its services directly to the
individual client, who is dissatisfied with the provision of service under the
current government funded medical system, and to the limited number of major
institutional customers who make up the British Columbia and Alberta medical
services marketplaces. The major institutional customers include automobile
insurance carriers, provincial worker's compensation boards, disability
insurance plans, specialty insurers, such as those who insure professional
sports teams, and the Alberta and British Columbia Medical Insurance Plans. At
the present time all of these groups compete for scarce resources and everyone
is forced to endure long waiting times for access to medical services.



Beeston's early development will be limited to the
establishment of a facility located in either Vancouver, British Columbia, or
Edmonton, Alberta, that will offer services provided by either a CT or MRI
medical diagnostic imaging technique and produced by equipment selected from a
specific group of CT and MRI scanners. We hope to have Beeston's initial medical
diagnostic imaging facility in place and ready to receive clients within
Beeston's second year of operation. The business plan for Beeston's early
development will comprise two phases covering Beeston's first year of operations
following the completion of its offering. It will involve the planning and
developing of Beeston's initial facility, establishing relations with potential
user groups, securing facilities and equipment, and raising additional funds to
pay for the leasing of equipment, the leasing, preparing and equipping of
facility space and to cover the initial operating costs of the facility.

The initial phase of the business plan is estimated to cost
$39,000. The initial phase of Beeston's business plan will cover a period of
approximately six months. The second phase of the business loan is estimated to
cost $36,000. The second phase of Beeston's business plan will cover a period of
approximately six months immediately following the initial phase of Beeston's
business plan, and will likely occur sometime in 2005. Beeston currently does
not have any funds for the leasing of equipment or facilities, or for the
operating expenses of a medical diagnostic imaging facility.



The selection of either Vancouver, British Columbia, or
Edmonton, Alberta, as the location for Beeston's initial facility will also
involve a review and assessment of each city for the availability of suitable
premises to lease. The determination of a location to lease for Beeston's
initial facility will involve a number of considerations, including, the number
of rental spaces available, local zoning laws and building codes, and the site
requirements for the initial facility. The selection of the city, and with it
the determination of the availability of suitable lease spaces for Beeston's
initial facility will require numerous reviews and assessments to be made of
existing lease spaces by Beeston's industry consultant.



Beeston currently rents office space at Beeston's business
address of #200-1687 West Broadway, Vancouver, British Columbia. These premises,
comprising approximately 150 sq. ft. within an integrated office service, are
rented from American Investments Ltd., an unaffiliated corporation, at a rent of
$158 per month pursuant to a one-year lease, which commenced on September 1,
2002, and has been renewed. Beeston has also acquired various computer and
computer related equipment and furniture for use in performing ongoing
administrative tasks. These current facilities will be sufficient for Beeston's
current operations up until the time Beeston establishes its initial facility.

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To date, all of Beeston's officers and directors have
provided a total of $38,837 in funding to Beeston in the form of various
non-interest demand loans. Beeston has no agreements with any of its officers
and directors for the provision of additional funding.

Beeston has no plans to expand outside Canada at this time.

Item 3. Controls and Procedures.

Within the 90-day period prior to the filing of this report, the Company
carried out an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined by Rule 13a-14(c) under the Securities
Exchange Act of 1934) under the supervision and with the participation of the
Company's chief executive officer and chief financial officer. Based on and as
of the date of such evaluation, the aforementioned officers have concluded that
the Company's disclosure controls and procedures were effective.

The Company also maintains a system of internal accounting controls that is
designed to provide assurance that assets are safeguarded and that transactions
are executed in accordance with management's authorization and properly
recorded. This system is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
first quarter of fiscal year 2004, there were no significant changes to this
system of internal controls or in other factors that could significantly affect
those controls.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

Exhibits:

|Exhibit No. | Document                                  | Location        
|----------- | ----------------------------------------- | ----------------
|3.1         | Articles of
    Incorporation             | Previously Filed
|3.2         | Bylaws                                    | Previously Filed
|31          | Rule
    13a-41(a)/15d-14(a) Certificates | Included        
|32          | Section 1350
    Certifications           | Included        

Reports on Form 8-K

None



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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

BEESTON ENTERPRISES LTD.





August 20, 2004    /s/ Brian Smith

Date                            
BRIAN SMITH, PRESIDENT





August 20, 2004    /s/ Cindy Watt

Date                            
CINDY WATT, SECRETARY

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