UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  FORM 10-Q (Mark One) X QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
quarterly period ended March 31, 2008  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) Indicate by check mark 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 .  [  ] 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 March 31, 2008, the Company had 58,250,000 issued and
outstanding shares of its common stock.    PART I  FINANCIAL INFORMATION  Item 1. Financial Statements.             BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH
31, 2008 AND 2007                                 BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS      Condensed
Balance Sheets as of March 31, 2008 (unaudited) and December
31, 2007 (audited)   Condensed
Statements of Operations for the Three Months Ended March
31, 2008 and 2007 (unaudited) with Cumulative Totals Since Inception   Condensed
Statements of Cash Flows for the Three Months Ended March
31, 2008 and 2007 (unaudited) with Cumulative Totals Since Inception   Notes
to Condensed Financial Statements (unaudited)                                 BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED BALANCE SHEETS    ASSETSMarch 31,

December 31,2008

2007(unaudited)

(audited)Current
AssetsCash
and cash equivalents


$
         3,147

$
          5,838Prepaid
expenses and deposits


3,286

3,461Total
Current Assets


6,433

9,299TOTAL
ASSETS


$
         6,433

$
          9,299LIABILITIES AND STOCKHOLDERS'
(DEFICIT)LIABILITIESCurrent
LiabilitiesAccounts
payable and accrued expenses


$
       14,131

$
        18,287Notes
payable to stockholder


186,986

163,979Liability
for stock to be issued


62,560

62,560Total
Current Liabilities


263,677

244,826Total
Liabilities


263,677

244,826STOCKHOLDERS'
(DEFICIT)Common
stock, par value $.001, 100,000,000 shares authorized and58,250,000
shares issued and outstanding as of March 31, 2008 andDecember
31, 2007


58,250

58,250Additional
paid-in capital


64,325

61,623Other
accumulated comprehensive income and (loss)


(4,285)

(8,151)Deficit
accumulated during the development and exploration stages


(375,534)

(347,249)Total
Stockholders' (Deficit)


(257,244)

(235,527)TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)


$
         6,433

$
          9,299  The
accompanying notes are an integral part of the condensed financial
statements.    BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (UNAUDITED) (WITH
CUMULATIVE TOTALS SINCE INCEPTION)   THREE MONTHS ENDED

Cumulative TotalsMARCH 31,

July 12, 19992008

2007

to March 31, 2008REVENUESale of mining
claims

$
                  -

$
        21,275

$
                 23,289OPERATING
EXPENSESSpeculative
mining expenses

12,637

44,316

195,952Professional
fees

6,178

4,078

120,271Administrative
expenses

6,768

5,328

76,673Depreciation

-

190

3,806Total
Operating Expenses

25,583

53,912

396,702INCOME
BEFORE OTHER (EXPENSE)

(25,583)

(32,637)

(373,413)OTHER
(EXPENSE)Interest,
net

(2,702)

(1,423)

(2,121)Total
other (expense)

(2,702)

(1,423)

(2,121)NET LOSS
APPLICABLE TO COMMON SHARES

$
       (28,285)

$
      (34,060)

$
              (375,534)NET LOSS PER
BASIC AND DILUTED SHARES

$
           (0.00)

$
          (0.00)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING

58,250,000

58,250,000  The
accompanying notes are an integral part of the condensed financial
statements.    BEESTON ENTERPRISES LTD. (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (WITH
CUMULATIVE TOTALS SINCE INCEPTION)   THREE MONTHS ENDED

Cumulative TotalsMARCH
31,

July 12, 19992008

2007

to March 31, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
       (28,285)

$
       (34,060)

$
                          (375,534)Adjustments to reconcile net
loss to net cash(used in)
operating activitiesDepreciation

-

190

3,806Gain (loss) on
foreign currency translations

3,866

(1,136)

(4,285)Interest forgiven by
shareholder

2,702

1,423

12,125Changes in assets and
liabilities(Increase) decrease
in deposits and other current assets

175

(403)

(3,286)Increase (decrease)
in accounts payable andaccrued
expenses

(4,156)

1,108

14,131Total
adjustments

2,587

1,182

22,491Net cash (used in)
operating activities

(25,698)

(32,878)

(353,043)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of
equipment

-

-

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

-

-

(3,806)CASH FLOWS FROM FINANCING ACTIVITIESLiability for
stock to be issued

-

-

62,560Sale of common stock

-

-

110,450Increase in notes payable
to stockholders

23,007

26,176

186,986Net
cash provided by financing activities

23,007

26,176

359,996NET INCREASE (DECREASE) INCASH AND CASH
EQUIVALENTS

(2,691)

(6,702)

3,147CASH AND CASH EQUIVALENTS -BEGINNING OF
PERIOD

5,838

11,464

-CASH AND CASH EQUIVALENTS - END OF
PERIOD

$
          3,147

$
          4,762

$
                               3,147SUPPLEMENTAL CASH FLOW INFORMATION:During the quarter, cash
was paid for the following:Income
taxes

$
                -

$
                -

$
                                     -Interest

$
                -

$
                -

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

$
          2,702

$
          1,423

$
                             12,125   The
accompanying notes are an integral part of the condensed financial
statements.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
1- ORGANIZATION
AND BASIS OF PRESENTATION  The
condensed unaudited interim financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (SEC).  The condensed consolidated financial
statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Companys annual statements and notes.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.  It is suggested that
these condensed financial statements be read in conjunction with the December
31, 2007 audited financial statements and the accompanying notes thereto.
 While management believes the procedures followed in preparing these
condensed financial statements are reasonable, the accuracy of the amounts are
in some respects dependent upon the facts that will exist, and procedures that
will be accomplished by the Company later in the year.  These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments, which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods presented.  The Company was incorporated on July 12, 1999 under the laws of
the State of Nevada.  The business purpose of the Company was originally to
provide medical diagnostic imaging services to individuals in British Columbia
and Alberta, Canada.  In September of 2006 the Company changed its purpose
to mineral exploration and development.  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES  Exploration
Stage Company  The
Company is considered to be in the exploration stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by
Development Stage Enterprises. The Company is devoting substantially all of
its efforts to developing and initiating its business plan.         BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007 (UNAUDITED)  Use
of Estimates  The
preparation of condensed financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.  Cash
and Cash Equivalents  Cash and cash equivalents consists principally of currency on
hand, demand deposits at commercial banks, and liquid investment funds having a
maturity of three months or less at the time of purchase.  Start-up Costs  In
accordance with the American Institute of Certified Public Accountants Statement
of Position 98-5, Reporting on the Costs of Start-up Activities, the
Company expenses all costs incurred in connection with the start-up and
organization of the Company.  Common Stock Issued For Other Than Cash  Services purchased and other transactions settled in the Company's
common stock are recorded at the estimated fair value of the stock issued if
that value is more readily determinable than the fair value of the consideration
received.  Property
and Equipment  The
cost of office computer equipment is capitalized and depreciated over its useful
life using the straight-line method of depreciation.  For all equipment
presently owned, the useful life being utilized is 60 months.  Repairs that
substantially extend the life of the assets are capitalized, and those repairs
that do not, are charged to operations.  Depreciation expense for the three
months ended March 31, 2008 and 2007 was $0 and $190, respectively.  Revenue
Recognition  Revenue will be recognized when the following conditions are met:
 persuasive evidence of an arrangement exists; delivery has occurred in
accordance with the terms of the arrangement; the price is fixed or
determinable; and collectability is reasonably assured.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Net
(Loss) Per Share of Common Stock  The
following table sets forth the computation of basic and diluted earnings per
share:   THREE MONTHS ENDEDMARCH 31,2008

2007Net loss




$
(28,285)

$
(34,060)Weighted
average common sharesoutstanding
(Basic)




58,250,000

58,250,000Options



-

-Warrants



-

-Weighted
average common sharesoutstanding
(Diluted)




58,250,000

58,250,000   All dilutive securities were not included in the calculation of
dilutive earnings per share because the effect would be anti-dilutive when the
Company has incurred a loss from operations.  There are no dilutive
securities, such as warrants or options, outstanding.  Fair
Value of Financial Instruments  The
carrying amount reported in the balance sheet for cash and cash equivalents,
accounts payable and accrued expenses approximates fair value because of the
immediate or short-term maturity of these financial instruments.  The
carrying amount reported for notes payable approximates fair value because, in
general, the interest on the underlying instruments fluctuates with market
rates.          BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Currency
Risk and Foreign Currency Translations  The Company has assets and significant debt to stockholders on
notes denominated in Canadian currency.  In accordance with FASB 52,
Foreign Currency Translation,the functional currency of the Company is
United States currency, requiring periodic conversion at exchange rates as of
the report date.  The Company has reported its gain or loss on foreign currency
translation in its statement of Other Accumulated Comprehensive Income or (Loss)
due to these translation adjustments.  Recent Accounting Pronouncements  In February 2006, the FASB issued SFAS No. 155, Accounting for
Certain Hybrid Financial Instruments, an amendment of FASB Statements No.
133 and 140.  SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets, and permits fair value measurement
for any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation., clarifies which interest-only strips and
principal-only strips are not subject to the requirements of SFAS No. 133.
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on
a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument.  SFAS No. 155 is effective for all financial
instruments acquired or issued after the beginning of the first fiscal year that
begins after September 15, 2006.  The implementation of this standard did
not have a material impact on the Companys financial position, results of
 operations or cash flows.             BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)   Recent
Accounting Pronouncements (Continued)  In March 2006, the FASB issued SFAS No. 156, Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140.
 SFAS No. 156 requires an entity to recognize a servicing asset or
liability each time it undertakes an obligation to service a financial asset by
entering into a service contract under a transfer of the servicers financial
assets that meets the requirements for sale accounting, a transfer of the
servicers financial assets to a qualified special-purpose entity in a
guaranteed mortgage securitization in which the transferor retains all of the
resulting securities and classifies them as either available-for-sale or trading
securities in accordance with SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities and an acquisition or
assumption of an obligation to service a financial asset that does not relate to
financial assets of the servicer or its consolidated affiliates.
 Additionally, SFAS No. 156 requires all separately recognized servicing
assets and servicing liabilities to be initially measured at fair value, permits
an entity to choose either the use of an amortization or fair value method for
subsequent measurements, permits at initial adoption a one-time reclassification
of available-for-sale securities to trading securities by entities with
recognized servicing rights and requires separate presentation of servicing
assets and liabilities subsequently measured at fair value and additional
disclosures for all separately recognized servicing assets and liabilities.
 SFAS No. 156 is effective for transactions entered into after the
beginning of the first fiscal year that begins after September 15, 2006.
 The implementation of this standard did not have a material impact on the
Companys  financial position, results of operations or cash flows.  In September 2006, the Financial Accounting Standards Board
("FASB") issued SFAS No. 157, "Fair Value Measurements" ("SFAS
No. 157"), which clarifies the definition of fair value whenever another
standard requires or permits assets or liabilities to be measured at fair value.
Specifically, the standard clarifies that fair value should be based on the
assumptions market participants would use when pricing the asset or liability,
and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. SFAS No. 157 does not expand the use of fair
value to any new circumstances, and must be applied on a prospective basis
except in certain cases. The standard also requires expanded financial statement
disclosures about fair value measurements, including disclosure of the methods
used and the effect on earnings.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  In February 2008, FASB Staff Position ("FSP") FAS
No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP
No. 157-2") was issued. FSP No. 157-2 defers the effective date of
SFAS No. 157 to fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years, for all nonfinancial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). Examples of items
within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.  The
partial adoption of SFAS No. 157 on January 1, 2008 with respect to
financial assets and financial liabilities recognized or disclosed at fair value
in the financial statements on a recurring basis did not have a material impact
on the Company's financial statements. See Note 10 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.  In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans,
which amends SFAS No. 87, Employers Accounting for Pensions,SFAS No.
88, Employers Accounting for Settlements and Curtailments of Defined
Benefit Plans and for Termination Benefits,SFAS No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions, and SFAS No.
132R, Employers Disclosures about Pensions and Other Postretirement
Benefits(revised 2003).  This statement requires companies to
recognize an asset or liability for the overfunded or underfunded status of
their benefit plans in their financial statements.  SFAS No. 158 also
requires the measurement date for plan assets and liabilities to coincide with
the sponsors year-end.  The standard provides two transition alternatives
related to the change in measurement date provisions.  The recognition of
an asset and liability related to the funded status provision is effective for
fiscal years ending after December 15, 2006 and the change in measurement date
provisions is effective for fiscal years ending after December 15, 2008.
 This pronouncement has no effect on the Company at this time.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  On
January 1, 2008 (the first day of fiscal 2008), the Company adopted SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities, Including an amendment of FASB Statement No. 115" ("SFAS
No. 159"). SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value, which are not
otherwise currently required to be measured at fair value. Under SFAS
No. 159, the decision to measure items at fair value is made at specified
election dates on an instrument-by-instrument basis and is irrevocable. Entities
electing the fair value option are required to recognize changes in fair value
in earnings and to expense upfront costs and fees associated with the item for
which the fair value option is elected. The new standard did not impact the
Company's Condensed Financial Statements as the Company did not elect the fair
value option for any instruments existing as of the adoption date. However, the
Company will evaluate the fair value measurement election with respect to
financial instruments the Company enters into in the future.  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) changes how an
entity accounts for the acquisition of a business. While it retains the
requirement to account for all business combinations using the acquisition
method, the new rule will apply to a wider range of transactions or events and
requires, in general, acquisition-date fair value measurement of identifiable
assets acquired, liabilities assumed and non-controlling ownership interests
held in the acquire, among other items. The Company is beginning to review the
provisions of SFAS No. 141(R), which applies prospectively to business
combinations with an acquisition date on or after the beginning of its 2009
fiscal year.  In December, 2007 the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements,an
amendment of ARB No. 51.  SFAS No. 160 applies to for profit entities
that prepare consolidated financial statements where there is an outstanding
non-controlling interest in a subsidiary.  The statement requires that the
non-controlling interest be reported in the equity section of the consolidated
balance sheet but identified separately from the parent.  The amount of
consolidated net income attributed to the non-controlling interest is required
to be presented, clearly labeled for the parent and the non-controlling entity,
on the face of the consolidated statement of income.        BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  When a subsidiary is deconsolidated, any retained non-controlling
interest is to be measured at fair value.  Gain or loss on deconsolidation
is recognized rather than carried as the retained value of the retained
investment.  The statement is effective for fiscal years and interim
periods beginning on or after December 15, 2008.  It cannot be adopted
earlier but, once adopted, it is to be applied retroactively.  Management
is assessing the potential impact on its financial condition and results of
operations.  In March of 2008 the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 161,
Disclosures about Derivative Instruments and Hedging Activitiesan amendment
of FASB Statement No. 133, Accounting for Derivatives and Hedging
Activities.  SFAS No. 161 has the same scope as Statement No. 133 but
requires enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement No. 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows.  SFAS No. 161 is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged.  The statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  SFAS No. 161 has no effect on the Companys financial
position, statements of operations, or cash flows at this time.                       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
3- PROVISION
FOR INCOME TAXES  The
Company accounts for income taxes using the liability method. At
March 31, 2008 and 2007 deferred tax assets consist of the following:               2008

2007Net
operating loss carryforwards



112,660

67,050Less:
valuation allowance



(112,660)

(67,050)Net
deferred tax assets



-

-  At
March 31, 2008 and 2007 the Company had accumulated deficits of $375,534 and
$223,499 during the development and exploration stages to offset future taxable
income through 2021.  The Company has established a valuation allowance
equal to the amount of the deferred tax asset due to the uncertainty of the
utilization of the operating losses in future periods.  NOTE
4 - NOTES
PAYABLE TO STOCKHOLDERS  The
Company has borrowed funds for working capital purposes on notes payable to
stockholders of the Company.  The notes are payable on demand and pay no
interest.  The total of these notes as of March 31, 2008 and 2007 was
$186,986 and $101,530, respectively.  Interest
on the notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.                       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)   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.  A payment of $1,355 CAD on March 9, 2007 to
maintain tenure was recognized as $1,163 USD.  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 ($486,618 USD at March 31, 2008) or
eliminated entirely by payment of $1,000,000 CAD ($973,236 USD at March 31,
2008).  On
December 15, 2006 the Company made an initial payment of $5,000 CAD to acquire
an option to purchase an interest in three additional speculative claims.
 The Company can acquire a 50% interest in the three mineral properties by
paying $45,000 CAD ($43,796 USD at March 31, 2008) on or before January 31, 2007
plus carrying out a $200,000 CAD ($194,647 USD at March 31, 2008) exploration
and development program by December 15, 2007.  The due date has been
extended by contract to June 30, 2008.  The Company could also acquire an
additional 10% interest in the claims by carrying out an additional $250,000 CAD
($243,309 USD at March 31, 2008) exploration and development program by December
15, 2008.  The Company paid the cash portion of the option purchase price
of $45,000 CAD on January 29, 2007.  NOTE
6 - SALE
OF MINERAL RIGHTS  On
January 18, 2007 the Company entered into an agreement to grant an option giving
the optionee the right to acquire one of the claims comprising its mineral
property rights upon the payment of $20,000 USD, payable at the time of entering
into the agreement, and the performance of a program of development and
exploration on the mineral property totaling $175,000 CAD ($170,316 USD at March
31, 2008) over a four-year period.  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 ($973,236 USD at March 31, 2008).  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 ($1,946,472 USD at March 31, 2008).           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
7 - STOCKHOLDERS
(DEFICIT)  Common
Stock  As of March 30, 2008 and 2007, the Company has 100,000,000 shares
of common stock authorized and 58,250,000 shares issued and outstanding.  The following details the stock transactions for the Company:  On September 9, 1999 the Company issued 1,700,000 shares of its
common stock at $.001 per share for $1,700 to provide initial working
capital.  On
December 30, 2002 the Company completed sale of 3,375,000 shares of its common
stock at $.01 per share for $33,750 to provide further working capital and to
begin funding for its operations.  On December 20, 2004 the Company completed the sale of 750,000
shares at $.10 per share for $75,000 to provide further working capital and to
fund its operations.  On July 17, 2006 the Company effected a 10 for 1 forward split
effective August 1, 2006 for stockholders of record July 31, 2006.  The
5,825,000 pre-split shares became 58,250,000 shares issued and outstanding.  The Companys stock has no readily determinable market price and
has been valued by the Company at par value, which estimates fair value.  During the first quarter year, interest forgiven on notes payable
to a stockholder was credited to additional paid-in capital for $2,702, bringing
the total from inception to $12,125.  NOTE
8 - PRIVATE
PLACEMENT MEMORANDUM  The
Company has 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.  Two extensions were
authorized to bring the termination date to March 31, 2008.  On March 31,
2008, the Company extended the termination date to June 20, 2008.  As
of March 31, 2008 the Company has received subscriptions for 92,000 shares and
has received the proceeds of $62,560.  Issuance of certificates will be
made after completion of the offering.  Consequently the proceeds are
reported as a liability for stock to be issued.       BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH
31, 2008 AND 2007 (UNAUDITED)  NOTE
9 - 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.  NOTE
10 - FAIR
VALUE MEASUREMENTS  On January 1, 2008, the Company adopted SFAS No. 157
Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, provides a
consistent framework for measuring fair value under Generally Accepted
Accounting Principles and expands fair value financial statement disclosure
requirements. SFAS 157s valuation techniques are based on observable and
unobservable inputs. Observable inputs reflect readily obtainable data from
independent sources, while unobservable inputs reflect our market assumptions.
SFAS 157 classifies these inputs into the following hierarchy:  Level 1 Inputs Quoted prices for identical instruments in active
markets.  Level 2 Inputs Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in markets that are
not active; and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.  Level 3 Inputs Instruments with primarily unobservable value
drivers.           BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2008 AND 2007 (UNAUDITED)  NOTE 10 - FAIR VALUE MEASUREMENTS (CONTINUED)  The following table represents the fair value hierarchy for those
financial assets and liabilities measured at fair value on a recurring basis as
of March 31, 2008.           Level 1

Level 2

Level 3

TotalAssets

$ -

$ -

$ -

$ -Total
Assets

$ -

$ -

$ -

$ -Liabilities

$ -

$ 186,986

$ -

$ 186,986Total
Liabilities

$ -

$ 186,986

$ -

$ 186,986                  Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.               Beeston is an exploration stage company with limited operations,
limited revenue, limited financial backing and few assets, which consist mainly
of mineral properties that for the most part have had limited exploration to
date.  Our initial plan of operation was to build a business providing
medical diagnostic imaging services for individuals in Western Canada.  Our
customers would have been individuals who were prepared to pay for the services
they receive, as well as individual clients of the provincial medical insurance
providers, workers compensation boards, auto insurance carriers and specialty
insurance providers.  We believed at the time that there was an opportunity
to provide these services through private clinics that would supplement those
being provided by a government funded and administered health service that was
constantly operating under pressure to provide such services on a timely basis.
 Despite our efforts in this regard, we were unable to implement this
business plan.  We have also undergone management changes.  A number
of our original directors and officers are no longer with the Company, and we
are currently endeavoring to replace some of the personnel.  As part of
this reorganization, the Board of Directors decided to explore opportunities in
areas other than those contained in the original business plan.  We
believed that the growing demand for the production of natural resources
presents an area of opportunity for developing companies.  Accordingly, in
September, 2006, we acquired a large tract of mineral claims 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 a program of exploration on the mineral property.  In our
pursuit of other mining properties of interest in the same area as our current
mineral claim holdings, we were able to enter into another agreement in
December, 2007, 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 can 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 may 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 received a significant amount of exploration work to date, the
results of which have been made available to us. Based on the exploration work
previously carried out on the optioned mineral claims, our management believes
that these mineral claims are of sufficient merit to warrant a more advanced
work program  of exploration.  In our
effort to further the exploration and development of our large tract of acquired
mineral claims, we will also continue to review 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 Resources Inc. (Kranti), a
start-up mining company, under which we granted the company an option to acquire
a mineral claim from our larger mineral claim holdings by the payment of cash
and the performance of a series of work programs over a period of four years.
 Upon acquisition of the mineral claim by Kranti, it will be required to
pay a certain royalty to Beeston and the prior owner of the mineral claims based
on a percentage of any net smelter returns derived from the mineral claim.  The
mining industry in British Columbia is well regulated.  We are required to
comply with all regulations, rules and directives of governmental authorities
and agencies applicable to the exploration of minerals in Canada, generally, and
in British Columbia specifically.  The 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.
 We were required to make a $2,500 CAD security deposit under the permit we
applied for and obtained in regard to the exploration work planned for the phase
two of our exploration program on the Bluff Lake Property.  In the event
any trees larger than six inches in diameter need to be cut down, a permit will
also have to be obtained from the British Columbia Ministry of Forests.
 The cost of obtaining the BCDM or Forestry permits is nominal (less than
$100 CAD).  The bond required by the BCMD is returned (with interest) upon
proper clean up of the exploration site.  In the event that a mineral
exploration program should evolve to the point where its purpose is the
determination of the existence of a commercially viable mineral deposit, various
other government acts, regulation and rules come into effect.  Neither of
the exploration programs planned for our properties in 2007 have any such
purpose.  All exploration activity in British       Columbia must be carried out in compliance with the Health, Safety
and Reclamation Code for Mines in British Columbia.  In the
quest for copper-gold mineralization, potassium and magnetic alteration is
commonly used as exploration vectors.  In regard to the Bluff Lake Property
and the Ruth Lake Property, an airborne radiometric and magnetic geophysical
survey was recently completed over the area where these properties are located
under a partnership program involving a number of the exploration companies
having mineral properties in the area, Geological Survey of Canada and
Geoscience B.C.  The results of this survey have been given to the
participating exploration companies and were released to the general public in
April, 2007.  The survey results for the Bluff Lake Property were
previously made available to us by Candorado, who was one of the participating
exploration companies.  A
preliminary review of the survey results showed several potassium anomalies,
which 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 metres long and at
least 150 metres 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.  Based
on the results from phase one of the exploration program, a $165,000 CAD work
program has been planned for late spring 2008 as phase two of the exploration
program.  Phase two of the exploration program will test the cooper anomaly
and will involve road construction, trenching and diamond drilling.  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 Lake Property.   Completion of phase two of
our exploration work program would result in our acquiring a 50% interest in the
Bluff Lake Property.  At such time as we are able to acquire such interest,
our directors, in consultation with our geologist, will determine whether or not
to proceed with an additional exploration program of $250,000 CAD later in 2008.
 To the extent that such additional work is recommended and we are able to
complete the additional exploration program in 2008, we would       acquire
an additional 10% interest in the Bluff Lake Property.  We would then have
a 60% interest in the Bluff Lake Property.  Notwithstanding any decision to
proceed with the additional exploration, if we are able to complete our initial
exploration program of $200,000 CAD on the Bluff Lake Property, and our
directors, in consultation with our Geologist, recommend further exploration, we
also have the right under the Option Agreement with Candorado to require
Candorado to enter into a joint venture with us for the purpose of continuing
exploration on the Bluff Lake Property jointly.  Candorado also has the
same right, under our Option Agreement with it, to require us to participate in
further exploration of the Bluff Lake Property as part of a joint venture.  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 has 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 for
the summer of 2008.  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.  In the case
of our option to acquire our interest in the claims comprising the Bluff Lake
Property, we have the same rights as Candorado, the owner of these claims.
 Under the terms of our Option       Agreement with Candorado, we are obligated to maintain all of the
mineral claims comprising the Bluff Lake Property in good standing.  The
annual dollar value of the exploration and development work required to be
undertaken on a recorded claim in British Columbia is $4.00 CAD per hectare in
years 1 through 3, followed by an $8.00 CAD per hectare per year thereafter.
 We have filed assessment reports based on the exploration work we plan to
carry out on our mineral properties in 2007.  The cost of these exploration
programs has covered 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, after some delay also due to the shortage of labour 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 $22,977 CAD in assessment work under its exploration
requirements on the optioned claim.  All of our properties are currently in
good standing.  The
terrain in the area in which our mineral properties are located is well forested
with rolling hills, and elevations ranging from 915-1525 meters.  The
climate is generally dry with a warm summer and a cold winter.
 Precipitation ranges from 42-62 centimeters per year with up to 30
centimeters occurring as snow.  While some exploration work such as
trenching and drilling could be carried out all year long, generally,
exploration in the area is limited to an eight month period running from April
to October.  We anticipate performing out intended exploration programs
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 we may need to
conduct exploration, as well as skilled manpower to conduct exploration.
 We have not yet attempted to locate or negotiate with any suppliers of
products, equipment or materials for our 2008 exploration programs; however, we
will commence a search for such manpower, products, equipment and materials
shortly.  We anticipate we will begin preparing for exploration under the
approved program of work for each of the Ruth Lake Property and the Bluff Lake
Property in early spring, 2008.  It is our intention to carry out these
exploration programs starting in late spring with the Bluff Lake Property and in
the summer for the Ruth Lake Property.  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.  In order to cover the consulting costs for the preparation
of the exploration programs we plan to carry out on each of the Ruth Lake
Property and the Bluff Lake Property, the costs of conducting       these
exploration programs, plus general operating expenses, we will require funding
of approximately $225,000 CAD for the next twelve month period.  We intend
to raise the required funds by means of debt and/or equity funding.  To
date, our officers and directors have loaned us the funds necessary to acquire
out interests in the mineral properties and to cover our ongoing operating
expenses.  Our President, Brian Smith, is prepared to provide additional
loans to us; however, we will also pursue the sale of additional shares in the
Company under a private placement.  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 anticipate raising up to
$340,000 by means of this private placement offering.  This private
placement offering, after three extensions, will terminate on June 20,2008.
 As of March 31, 2007, we have received subscriptions for 92,000 shares
worth proceeds of $62,560.  We anticipate that we will receive further
subscriptions for shares prior to the expiration of the private placement
offering.   We will also pursue the sale and/or optioning of a portion
of the numerous mineral tenures that comprise the Ruth Lake Property.  The
sale or optioning of a portion of our mineral tenures will not only provide us
with operating funds, but would also provide for the further exploration and
development of these mineral tenures, as in the case of our mineral claim
optioned to Kranti.  It is
our belief that we will be able to obtain the necessary funding to proceed with
our planned exploration programs this year.  However, to the extent we are
unable to acquire the required funds, we will amend or delay the exploration
activity accordingly.  We
currently rent 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 $250 CAD
per month as a monthly lease.  We have also acquired various computer and
computer related equipment and furniture for use in performing ongoing
administrative tasks.  These current facilities will be sufficient for our
current operations up until the time Beeston is able to establish a mining
operation.  As of
March 31, 2008, all of our officers and directors have provided a total of
$186,986 in funding to Beeston in the form of various non-interest demand loans.
 Interest on the loans is imputed at the rate of 6% per annum and is
reported in our financial statements as additions to interest expense and
contributed capital.  We have no agreement with any of our officers and
directors for the provision of additional funding.   Item 4. Controls and Procedures. Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.  Our
evaluation of internal control over financial reporting includes using the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
to identify the risks and control objectives related to the evaluation of our
control environment.  The internal controls for the Company are provided by
executive managements review and approval of all transactions.        Based on the current internal controls employed by the Company,
the Company concludes that, as of March 31, 2008, 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, 2007 to March 31, 2008. There were no
significant deficiencies or 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 Filed31
Rule
13a-41(a)/15d-14(a) Certificates
Included32
Section
1350 Certifications
Included    SIGNATURES Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.   BEESTON ENTERPRISES LTD.    May 15,
2008 /s/
Brian Smith Date BRIAN SMITH, PRESIDENT