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 September 30, 2010  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
the transition period from to Commission
file number 333-103621 BEESTON ENTERPRISES LTD. NEVADA
88-04360717(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)  247 SW 8th
Street, #122 Miami, FL 33130 (Address of principal
executive offices)  (702) 490-3272 (Registrants telephone number) (Former name, former
address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
 [ X].such filing requirements for the past 90 days. Yes [X]
      No   [    ] Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant is required to submit and post such file).  Yes
 [  ]    No  [  ] (Not required)  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of large
accelerated filer, an accelerated filer, a non-accelerated filer, and
smaller reporting company: in Rule 12b-2 of the Exchange Act.  Large
accelerated filer[  ] Accelerated
filer [  ] Non-accelerated filer  [  ]
(Do not check if a smaller reporting company)Smaller reporting company[X]  Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                                                       Yes
 [    ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of November 22, 2010, the Company had 94,773,093 issued and
outstanding shares of its common stock.    PART I  FINANCIAL INFORMATION  Item 1. Financial Statements.                 BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2010 AND 2009                          BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX
TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)    Condensed
Balance Sheets 1  Condensed
Statements of Operations and
Comprehensive Loss
                                                                                 2   Condensed
Statements of Cash Flows 3   Notes
to Condensed Financial Statements
                                                         4-15


**BEESTON ENTERPRISES LTD.** (AN
EXPLORATION STAGE COMPANY) CONDENSED BALANCE SHEETS (UNAUDITED)  ASSETSSeptember 30,

December 31,2010

2009Current AssetsCash
$
             355

$
           6,183Accounts receivable, net of $19,880 and
$0, respectively,reserve for doubtful
accounts
18,819

9,344Prepaid expenses and deposits
2,344

3,241Prepaid consulting
21,579

49,440Securities
-

315,000Total Current Assets
43,097

383,208TOTAL ASSETS
$
        43,097

$
       383,208LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)LIABILITIESCurrent LiabilitiesAccounts payable and accrued
expenses
$
        15,508

$
         13,500Notes and loans payable to stockholder
2,344

80,954Option liability
21,579

49,440Warrant liability
373,702

-Total Current
Liabilities
413,133

143,894Long Term DebtConvertible debentures
117,310

227,670Total Long Term
Debt
117,310

227,670Total
Liabilities
530,443

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

58,342Additional paid-in capital
1,176,076

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

202,342Deficit accumulated during the
development and exploration stages
(1,653,185)

(797,301)Total
Stockholders' Equity (Deficit)
(487,346)

11,644TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
$
        43,097

$
       383,208  The
accompanying notes are an integral part of the condensed unaudited financial
statements. 1





**BEESTON ENTERPRISES LTD.** (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)  THREE MONTHS ENDED

NINE MONTHS ENDED
Cumulative TotalsJuly 12, 1999SEPTEMBER 30,

SEPTEMBER 30,
(Inception) to2010

2009

2010

2009

September 30, 2010REVENUESale of mining
claims
$
          5,000

$
      103,600

$
          5,000

$
      103,600

$
               131,889OPERATING
EXPENSESSpeculative
mining expenses
642

8,722

1,642

22,507

361,860Consulting
9,346

20,375

27,861

46,404

65,026Professional
fees
14,210

7,490

31,919

20,687

206,329Administrative
expenses
6,699

7,665

8,284

14,375

112,461Provision for
bad debts
5,650

-

19,528

-

19,528Depreciation
-

-

-

-

3,806Total
Operating Expenses
36,547

44,252

89,234

103,973

769,010INCOME (LOSS)
BEFORE OTHERINCOME
(EXPENSE)
(31,547)

59,348

(84,234)

(373)

(637,121)OTHER INCOME
(EXPENSE)Interest,
net
(3,531)

(7,618)

(14,091)

(17,643)

(50,724)Foreign currency
transaction (loss)
(744)

-

(13,938)

-

(13,938)Loss from debt
extinguishment
-

(71,343)

(702,951)

(77,536)

(1,046,977)Change in fair
market value of warrants
(113,844)

-

(40,670)

-

(40,670)Release of
exploration cost liability
-

-

-

-

136,245Total
Other Income (Expense)
(118,119)

(78,961)

(771,650)

(95,179)

(1,016,064)NET LOSS
APPLICABLE TOCOMMON
SHARES
$
     (149,666)

$
      (19,613)

$
    (855,884)

$
      (95,552)

$
           (1,653,185)ACCUMULATED
OTHERCOMPREHENSIVE
INCOME (LOSS)Loss on
securities
-

-

(315,000)

-

(103,600)Cumulative
currency translation adjustment
-

(7,987)

7,648

(16,684)

(1,410)Total
Other Comprehensive (Loss)
-

(7,987)

(307,352)

(16,684)

(105,010)COMPREHENSIVE
LOSS
$
     (149,666)

$
      (27,600)

$
 (1,163,236)

$
    (112,236)

$
           (1,758,195)NET LOSS PER
BASIC ANDDILUTED
SHARES
$
           (0.00)

$
          (0.00)

$
          (0.01)

$
          (0.00)WEIGHTED
AVERAGE NUMBER OFCOMMON
SHARES OUTSTANDING
94,773,093

58,342,000

81,695,265

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





**BEESTON ENTERPRISES LTD.** (AN
EXPLORATION STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)  NINE
MONTHS ENDED

Cumulative TotalsSEPTEMBER
30,

July 12, 1999 (Inception)2010

2009

to September 30, 2010CASH FLOWS
FROM OPERATING ACTIVITIESNet
loss

$
     (855,884)

$
       (95,552)

$
                       (1,653,185)Adjustments
to reconcile net loss to net cash(used
in) operating activitiesDepreciation

-

-

3,806Mineral
rights for stock

-

(103,600)

(103,600)Amortization
of prepaid consulting

27,861

33,959

52,581Gain
(loss) on foreign currency transactions

8,730

(2,195)

(328)Interest
forgiven by shareholder

1,653

3,805

26,698Accrued
interest on convertible debentures

12,711

13,617

34,295Increase
in reserve for doubtful accounts

19,880

-

19,880Change
in fair market value of warrants

40,670

-

40,670Loss
from debt extinguishment

702,951

77,536

1,046,977Changes
in assets and liabilitiesIncrease
in prepaid expenses and deposits

897

(409)

(2,344)Increase
in accounts receivable

(29,355)

-

(38,699)Increase
(decrease) in accounts payable andaccrued
expenses

2,008

3,530

15,508Total
adjustments

788,006

26,243

1,095,444Net
cash used in operating activities

(67,878)

(69,309)

(557,741)CASH FLOWS
FROM INVESTING ACTIVITESAcquisition
of equipment

-

-

(3,806)Net
cash used in investing activities

-

-

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

-

-

173,010Proceeds
from notes and loans payable to stockholder

62,050

72,353

388,892Net
cash provided by financing activities

62,050

72,353

561,902NET INCREASE
(DECREASE) INCASH
AND CASH EQUIVALENTS

(5,828)

3,044

355CASH AND CASH
EQUIVALENTS - BEGINNING OF PERIOD

6,183

70

-CASH AND CASH
EQUIVALENTS - END OF PERIOD

$
             355

$
          3,114

$
                                  355SUPPLEMENTAL
CASH FLOW INFORMATION:During
the quarter, cash was paid for the following:Income
taxes

$
                -

$
                -

$
                                     -Interest

$
                -

$
                -

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

$
             992

$
          3,805

$
                             43,335Securities
received for sale of mining rights

$
                -

$
      103,600

$
                           103,600Conversion
of debentures into stock

$
      232,788

$
                -

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

$
      112,084

$
      227,670

$
                           339,754Options
issued for consulting services

$
                -

$
      176,584

$
                           176,584Warrants
issued as part of convertible debentures

$
      304,800

$
      111,495

$
                           688,628Repayment
of notes and loans payable to stockholder for non-tradingsecurities

$
        23,623

$
                -

$
                             23,623  The
accompanying notes are an integral part of the condensed unaudited financial
statements.  3





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
1- ORGANIZATION
AND BASIS OF PRESENTATION  The condensed unaudited interim financial statements included
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC).  The condensed financial
statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Companys annual statements and notes.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.  It is suggested that
these condensed financial statements be read in conjunction with the December
31, 2009 audited financial statements and the accompanying notes thereto.
  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect reported
assets, liabilities, revenues and expenses, as well as disclosure of contingent
assets and liabilities.  Actual results could differ from those estimates
and assumptions.  Moreover, the results of operations for the interim
periods presented are not necessarily indicative of the results that may be
expected for the entire year.  These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods presented.  The Company was incorporated on July 12, 1999 under the laws of
the State of Nevada.  At present, we are an exploration stage company.
 An exploration stage company is engaged in the search of mineral
properties in an effort to locate mineral deposits that can be developed to the
stage of a commercially viable producing mine.  We currently own a 100%
interest in nineteen mineral claims, comprising over 9,200 hectares, known as
the Ruth Lake Property located approximately 25 kilometers from Lac La Hache,
British Columbia, Canada.  We had also obtained an option to purchase three
additional mineral claims, comprising approximately 1,500 hectares, known as the
Bluff Lake Property, located approximately 8 kilometers to the North West of
our Ruth Lake Property.  Our interests in the Ruth Lake Property and the
Bluff Lake Property were both acquired from Candorado Operating Company, Ltd., a
British Columbia corporation trading on the TSX Venture Exchange (Trading Symbol
CDO).  We recently terminated our option to purchase the Bluff Lake
Property and are currently considering the acquisition of additional mineral
properties.  A
majority of our Ruth Lake Property is currently under option to various
exploration stage companies.  4





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Going
Concern  The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.
 The Company has had recurring deficits in the past few years, has large
accumulated deficits, is in the exploration stage, and has no recurring
revenues. These items raise substantial doubt about the Companys ability to
continue as a going concern.  In view of these matters, realization of the assets of the Company
is dependent upon the Companys ability to meet its financial requirements and
the success of future operations.  These financial statements do not include adjustments relating to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue its existence.  Net
(Loss) Per Share of Common Stock  All dilutive securities were not included in the calculation of
dilutive earnings per share because, when the Company has incurred a loss from
operations, the effect would be anti-dilutive.  Fair
Value of Financial Instruments  The carrying amount reported in the balance sheet for cash and
cash equivalents, accounts payable and accrued expenses approximates fair value
because of the immediate or short-term maturity of these financial instruments.
 The carrying amount reported for notes payable approximates fair value
because, in general, the interest on the underlying instruments fluctuates with
market rates.  Currency
Risk and Foreign Currency Translations  The Company has assets and debt to stockholders on notes, loans,
or debentures denominated in Canadian currency.  In accordance with
generally accepted accounting principlesthe functional currency of the
Company is United States currency, requiring periodic conversion at exchange
rates as of the balance sheet date.  The Company has reported its gain or
loss on foreign currency translation of assets and liabilities as Foreign
Currency Transaction Gain (Loss) due to these translation adjustments.  5





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
2- SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recently Enacted Accounting Standards  In April of 2010 the FASB issued seven ASUs.  2010-12,
Income Taxes(Topic 740), deals with the accounting effect of a date
difference between the 3/23/10 signing of the Patient Protection And Care Act,
itself, and the signing of the Health Care And Education Reconciliation Act of
2010 on 3/30/2010.  2010-13, Compensation(Topic 718), provides
guidance on the effect of denominating the exercise price of a share-based
payment award in the currency of the market in which the underlying security
trades.  2010-14. Accounting for Extractive Activities-Oil and Gas,
contains an amendment to Paragraph 932-10-599-1.  2010-15, Financial
Services-Insurance(Topic 944), directs the manner in which investments held
through separate accounts affect an insurers consolidation analysis of those
investments.  2010-16, Entertainment-Casinos(Topic 924), guides
accruals for jackpot liabilities.  2010-17, Revenue
Recognition-Milestone Method(Topic 605), provides guidance on when to apply
the milestone method for research and development transactions and on the
definition of a milestone for use in application of the method.  2010-18,
Receivables(Topic 310), guides accounting for a loan modification when
the loan is a part of a pool accounted for as a single asset.  None of
these updates is applicable to the Companys current accounting practices or
financial reporting.  NOTE
3 - NOTES
AND LOANS PAYABLE TO STOCKHOLDERS  The Company has borrowed funds for working capital purposes on
notes payable to stockholders of the Company and as unsecured loans.  The
notes are payable on demand and are non- interest bearing.  On June 4, 2010
the Company replaced notes and loans valued at $112,084 with convertible
debentures (See Note 4 Convertible Debentures, Warrants and Options).  On September 13, 2010 a stockholder accepted 23,623,160 shares of
stock which the Company had received in exchange for mineral rights and
subsequently expensed its total carrying value because the issuing company had
lost its listing and was no longer trading.  The par value of the shares,
$23,623, was offset against notes and loans totaling that amount as Additional
Paid-in Capital for forgiveness of related-party debt.  There were loans
payable to stockholders of $2,344 as of September 30, 2010 and notes and loans
payable to stockholders of $80,954 as of December 31, 2009.  Interest
on notes is imputed currently at the rate of 6% per annum as additions to
interest expense and contributed capital.   6





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS  On April 9, 2009 the Company issued two convertible debentures to
the President of the Company as replacement for prior loans made to the Company
on promissory notes and other funds previously paid on behalf of the Company.
 One debenture is for $126,677 USD and the other for $125,100 CAD.
 The term of each debenture is three years and each debenture earns
interest at 12% per annum, calculated and payable annually.  Each debenture
is secured by a first floating charge over the undertaking and all property
and assets of the Company.  During the term of the debentures the holder may, at his option
convert all or part of the debt to common shares at a conversion rate of $.02
USD per share for the USD debenture or $.025 CAD for the CAD debenture.
 The Company is also permitted to pay any accrued interest in the form of
common shares at the same conversion rates.  Attached to each debenture were warrants to purchase additional
shares at the same prices specified for the conversion options.  There were
6,332,850 share purchase warrants attached to the USD debenture and 5,004,000
share purchase warrants attached to the CAD debenture.  Exercise of the
warrants is limited to holders whose percentage of the total stock of the
Company would not exceed 10% upon exercise.  Both issues of warrants expire
on April 9, 2012.  On September 24, 2009, in consideration for the holder agreeing to
surrender his floating charge in order to facilitate the granting of option
rights on certain mineral properties of the Company, the conversion rate on the
debentures and warrants was changed to $0.0075 (US) for the USD-denominated
debentures and $0.008 (CAD) for the CAD-denominated debentures.  The
reduction in the exercise price increased the potential shares on conversion
from 6,333,850 to 16,890,267 for the USD-denominated debentures and from
5,004,000 to 15,637,500 for the CAD-denominated debentures.  The potential
shares from the warrants similarly increased.  On April 9, 2010 the USD-denominated debenture of $126,677 and the
CAD-denominated debenture of $125,100 (Valued at $106,111 USD) were converted to
32,527,761 shares of common stock after bondholders waiver of fractional shares
totaling 6.  Related cumulative currency translation of $12,186 was
recognized as expense.  Also on April 9, 2010, 3,903,332 shares of stock were issued in
payment of $8,401 accrued interest and $1,008 related cumulative currency
translation was recognized as expense.  The warrants attached to the
debentures remained outstanding.  However, on June 1, 2010 the terms of the
warrants were amended.  The number of warrants associated with the
USD-denominated debenture increased from 16,890,267 to 42,225,667 based on a
revised exercise price of  7





BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (CONTINUED)  $.003 USD.  The number of warrants associated with the
CAD-denominated debenture increased from 15,637,500 to 41,700,000 based on a
revised exercise price of $.003 CAD.  The expiration date was changed from
April 9, 2012 to June 1, 2013.  As a result of the revised terms, in accordance with the FASB
Accounting Standards Codification (ASC) topic related to derivatives and
hedging, the warrants are considered a liability and on June 1, 2010 a warrant
liability was valued at $333,032 using the Black-Scholes option pricing model.
 In accordance with the ASC related to fair value measurements, the warrant
liability was revalued at September 30, 2010 at $373,702.  On June 4, 2010 the Company issued two additional convertible
debentures to a shareholder of the Company as replacement for prior loans made
to the Company on promissory notes and other funds previously paid on behalf of
the Company.  One debenture is for $66,300 USD and the other for $48,000
CAD (Valued at $44,208 USD).  The term of each of these new debentures is
three years and each debenture earns interest at 12% per annum, calculated and
payable annually.  Each debenture is also secured by a first floating
charge over the undertaking and all property and assets of the Company.  During the term of the debentures the holder may, at his option,
convert all or part of the debt to common shares at a conversion rate of $.003
per share for the USD debenture or $.003 CAD for the CAD debenture.  The
Company is also permitted to pay any accrued interest in the form of common
shares at the same conversion rates.  Attached to each of the new debentures were warrants to purchase
additional shares at the same prices specified for the conversion options.
 There were 22,100,000 share purchase warrants attached to the USD
debenture and 16,000,000 share purchase warrants attached to the CAD debenture.
 Exercise of warrants is limited to holders whose percentage of the total
stock of the Company would not exceed 10% upon exercise.  Both issues of
warrants expire on June 1, 2013.  A loss from debt extinguishment due to the June 4, 2010
restructuring was recognized.  The fair value of the conversion feature was
$190,500 and the value of attached warrants was $304,800 for a total loss from
debt extinguishment of $495,300.      8





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
4 - CONVERTIBLE
DEBENTURES, WARRANTS, AND OPTIONS (CONTINUED)  On April 14, 2009 the Company entered into a Consulting Agreement
to provide communications and public relations services on behalf of the
Company.  Under terms of the Agreement the Consultant may exercise an
option to purchase 200,000 shares at $.04 USD per share upon forming the
Agreement.  During the two-year term of the Agreement, terminable upon 30
days notice, the Consultant has the option to purchase up to 7,000,000
additional shares at $.04 per share with the timing of purchases based on the
stock price as specified in the Agreement.  The options were valued using
the Black-Scholes model and as of September 30, 2010 the value of the options
was $74,160.  The Company recorded a prepaid consulting asset and a
corresponding option liability in its financial records.  Over the two-year
term of the options, the prepaid consulting balance is amortized to consulting
expense and the option liability is amortized to equity.  As of September
30, 2010, $52,581 expense was recognized, leaving a prepaid consulting balance
and an option liability of $21,579.  NOTE
5 - PURCHASE
OF MINERAL CLAIMS  On September 12, 2006 the Company purchased speculative mineral
claims in Canada for 50,000 Canadian dollars.  The expense was recognized
as $44,811 USD.  The Company is obligated to pay any fees and assessments
to maintain the claims.  The Company is obligated to pay the vendor a
royalty of 2% of net smelter returns.  The royalty may be reduced to 1% by
payment of $500,000 CAD ($485,720 USD as of September 30, 2010) or eliminated
entirely by payment of $1,000,000 CAD ($971,440 USD as of September 30,
2010).  On December 15, 2006 the Company acquired an option to purchase an
interest in three additional speculative claims, to be completed by cash
payments, which totaled $42,899 USD, and carrying out a $200,000 CAD exploration
and development program by December 15, 2007, later extended.  On October
3, 2008 the Company abandoned its option to purchase the three claims.  As
part of the termination agreement, the vendor of the claims agreed to assume
liability for $136,245 USD exploration costs incurred on the property but unpaid
as of the termination date, recognized as a Release of Exploration Cost
Liability.  NOTE
6 - SALE
OF MINERAL RIGHTS  On January 18, 2007 the Company entered into an agreement with
Kranti Resources, Inc. (Kranti) to grant Kranti an option to acquire one of
the mining claims comprising its mineral property rights upon the payment of
$20,000 USD, payable at the time of entering into the agreement, and the
performance of a program of development and exploration on the mineral property
totaling  9





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  $175,000 CAD over a four-year period, with amounts to be completed
by each anniversary.  Upon exercise of the option to purchase the buyer
would assume the 2% royalty of net smelter returns payable to the original
seller of the claims to the Company and would receive the payout right of
$1,000,000 CAD.  Additionally, the buyer would assume a 2% royalty
obligation to the Company, based on net smelter returns, with a payout of
$2,000,000 CAD.  The optionee failed to carry out the exploration work required to
be completed by the second anniversary date of the option agreement so the
Company amended the agreement on January 16, 2009 to allow the optionee an
extension of time to June 30, 2009 to meet these exploration requirements.
 On June 22, 2009 the Company entered into a Second Amending Agreement
which extended the date for completion of the exploration work required for the
second anniversary of the option agreement to December 31, 2009, in
consideration of the optionee agreeing to increase exploration work required
under the option agreement by $50,000 CAD.  On December 30, 2009 the
Company and the optionee entered into a Third Amending Agreement extending the
due date for completion of the second anniversary work requirements to June 30,
2010 and increasing the overall exploration work obligation by another $25,000
CAD, for a total commitment of $250,000 CAD.  The Company and the optionee
executed a Fourth Amending Agreement dated February 11, 2010 extending the due
date for the exploration work to be carried out by the third anniversary date to
December 31, 2010, in consideration of the optionee agreeing to carry out an
additional $25,000 CAD in exploration and development work or payments in lieu
of work, bringing the total commitment to $275,000 CAD.  On July 1, 2010
the Company gave notice to Kranti that it was in default of the second
anniversary work requirement under the option agreement with the Company.
 Kranti had 35 days from the notice date to meet the requirements or the
Option Agreement and the option represented would terminate.  On August 5,
2010, Kranti remained in default and the Option Agreement was terminated.  On September 24, 2009 the Company entered into an option agreement
with a junior mining company granting it an option to acquire a 50% interest in
nine mining claims comprising its mineral property rights upon payment, in the
form of stock of the optionee company, valued at $103,600 on September 24, 2009,
and the performance of a program of development and exploration on the mineral
property totaling $300,000 CAD over a two-year period, with amounts to be
completed at each anniversary.  Upon exercise of the option to purchase,
the buyer will assume the 2% royalty on net smelter returns payable to the
original seller of the claims to the Company and will receive the payout right
of $1,000,000 CAD.  If the option is exercised, the optionee and the
Company may   10





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  enter into a joint venture for exploration and development.
 If the optionee were to fail to meet the maintenance requirements, whether
through the performance of exploration work on the mining claims or the payment
of cash in lieu thereof, the Company may pay the required fees in lieu of
exploration work and recover from the optionee.  As of September 30, 2010
the Company has recorded a receivable of $19,880 due from the optionee as
reimbursement for maintenance payments it has made on behalf of the
optionee.  As of September 30, 2010, the optionees shares received by the
Company have been delisted.  Due to doubt about the optionees ability to
perform and the absence of a value for its shares, the Company has created a bad
debt reserve of $19,880 for its tenure debt and reduced the carrying value of
the optionees shares to $0.  On September 25, 2009 the Company entered into an agreement with
another junior mining company granting it an option to acquire a 50% interest in
eight mining claims comprising its mineral property rights upon the payment, in
the form of stock in the optionee company, payable within six months of the date
of signing the option agreement (By March 24, 2010) and the performance of a
program of exploration and development on the mineral property totaling $250,000
CAD over a two-year period, with amounts to be completed by each anniversary.
 Upon exercise of the option to purchase, the buyer will assume the 2%
royalty on net smelter returns payable to the original seller of the claims to
the Company and will receive the payout right of $1,000,000 CAD.  If the
option is exercised, the optionee and the Company may enter into a joint venture
for exploration and development.  If the optionee were to fail to meet the
maintenance requirements, whether for performance of exploration work on the
mining claims or the payment in lieu of cash thereof, the Company may pay the
required fees in lieu of exploration work and recover from the optionee.
 As of September 30, 2010 the Company has recorded a receivable of $18,819
due from the optionee as reimbursement for maintenance payments it has made on
behalf of the optionee.  On March 24, 2010 the due date for payment of the shares under the
Companys option agreement dated September 25, 2009 was extended to June 24,
2010 in consideration of the optionee agreeing to perform an additional $50,000
CAD of exploration and development work on the optioned mining claims.  On
June 24, 2010 the Company entered into a further amending agreement extending
the due date for payment of its stock and for the completion of the initial
$50,000 CAD   exploration and development program to December 31,
2010, in consideration of the optionee agreeing to an increase in the number of
shares to be received from the optionee from 1,000,000 shares to 1,500,000
shares.  11





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
6 - SALE
OF MINERAL RIGHTS (CONTINUED)  On August 9, 2010 the Company, as Optionor, entered into an
Agreement to sell a partially developed mineral claim in British Columbia,
Canada.  The Optionee, Okana Ventures, Inc. (Okana), is a company of
which the Companys President is also the President.  Okana can acquire
title to the claim by payment of $2,500 USD upon signing the Agreement and
another $2,500 USD by August 31, 2010 and by carrying out a $200,000 CAD program
of exploration and development ($194,288 USD as of September 30, 2010).
 Okana had paid the initial $5,000 as of August 31, 2010, reported as a
sale of mineral rights.  The exploration program consists of incurring
exploration and development expense according to the following schedule: By August 31, 2011:  $25,000
CAD By August 31, 2012:  $25,000
CAD additionally By August 31, 2013:  $50,000
CAD additionally and By August 31, 2014:  $100,000
CAD additionally to complete the purchase.  Upon fulfillment of the
purchase price, Okana assumes an obligation to pay a royalty of 2% of net
smelter returns to the original owner of the claim, with an option to reduce the
royalty to 1% upon payment of $500,000 CAD or to eliminate the royalty by
payment of $1,000,000 CAD.  Additionally, Okana assumes an obligation to
pay an identical 2% royalty and payout opportunity to the Company.  NOTE
7 - STOCKHOLDERS
EQUITY (DEFICIT)  Common
Stock  As of September 30, 2010 and December 31, 2009 the Company has
500,000,000 shares of common stock authorized and 94,773,093 and 58,342,000,
respectively, issued and outstanding.  The following details the stock transactions for the Company:  On September 9, 1999 the Company issued 1,700,000 shares of its
common stock at $.001 per share for $1,700 to provide initial working
capital.  On December 30, 2002 the Company completed sale of 3,375,000
shares of its common stock at $.01 per share for $33,750 to provide further
working capital and to begin funding for its operations.  On December 20, 2004 the Company completed the sale of 750,000
shares at $.10 per share for $75,000 to provide further working capital and to
fund its operations.    12





**BEESTON ENTERPRISES LTD.** (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
7 - STOCKHOLDERS
EQUITY (DEFICIT) (CONTINUED)  Common
Stock (Continued)  On July 17, 2006 the Company affected a 10 for 1 forward split
effective August 1, 2006 for stockholders of record July 31, 2006.  The
5,825,000 pre-split shares became 58,250,000 shares issued and outstanding.  On July 9, 2008 the Company sold 92,000 shares at $.68 per share
for a total of $62,560, further explained in Note 8, below.  The proceeds
were used for working capital and to fund its operations.  On April 7, 2009 the Directors, with shareholder approval,
increased the single class of common stock authorized from 100,000,000 to
500,000,000 with no change in the $.001 per share par value.  On April 9, 2010 conversion of debentures increased the number of
shares outstanding by 32,527,761.  Payment of accrued interest in the form
of stock added 3,903,332 shares.  During the nine months ended September 30, 2010, interest forgiven
on notes payable to a stockholder, credited to additional paid-in capital,
increased $1,653, bringing the total from inception to $26,698.  NOTE
8 - PRIVATE
PLACEMENT MEMORANDUM  On July 12, 2010 the Board of Directors authorized a new Private
Placement Memorandum (Second PPM) offering 30,000,000 units, priced at $.005 USD
per unit.  Each offered unit is comprised of one share of Beeston common
stock and two warrants, with one warrant (Warrant A) being exercisable into
one share of the Companys common stock for a period of one year from the
closing date of this private placement offering at a price of $.0055 and one
warrant (Warrant B) being exercisable into one share of the Companys common
stock for a period of one year and six months from the closing date of this
private placement offering at a price of $.006.  The Second PPM expires
January 12, 2011 unless extended.  NOTE
9 - FAIR
VALUE MEASUREMENTS  On January 1, 2008, the Company adopted ASC Topic 820, Fair
Value Measurements(SFAS No. 157).  ASC 820 defines fair value,
provides a consistent framework for measuring fair value under Generally
Accepted Accounting Principles and expands fair value financial statement
disclosure requirements.  ASC 820s valuation techniques are based on
observable and unobservable inputs.  Observable inputs reflect readily
obtainable data from independent sources, while unobservable inputs reflect our
market assumptions. 13





BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
9 - FAIR
VALUE MEASUREMENTS (CONTINUED)  ASC 820 classifies these inputs into the following hierarchy:  Level 1 Inputs- Quoted prices for identical instruments in active
markets.  Level 2 Inputs- Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in markets that are
not active; and model-derived valuations whose inputs are observable or whose
significant value drivers are observable.  Level 3 Inputs- Inputs with primarily unobservable value
drivers.  The following table represents the fair value hierarchy for those
financial assets and liabilities measured at fair value on a recurring basis as
of September 30, 2010:  Assets
Level
1        Level 2
       Level 3
       TotalCash
                           $
   -
          $
    -
            $
     -      $
        -Total
Assets
-
                 -
-
                -======
     ======
       ======
  ======Warrant
liability
              -
                 -
              373,702
   373,702Convertible
debentures    -
                 -
              117,310
   117,310Total
Liabilities
               -
                -
               491,012
   491,012======
     ======
      ======    ======   NOTE
10 - LONG
TERM DEBT MATURITY SCHEDULE  The Company has long term debt in the form of convertible
debentures which become due for payment, in the form of cash or Company stock,
in three years.  The debentures were valued at $117,310 as of September 30,
2010.  The five-year long- term debt maturity schedule is as follows: 2011 $       - 0  2012 - 0  2013 117,310 2014 - 0  2015 - 0 - 14





BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE
11 - SUBSEQUENT
EVENTS  As of September 24, 2010, USA Uranium Corp (USAU) was in default
of its exploration work requirement under its option agreement with Beeston, as
well as being in debt to Beeston for the payment by Beeston, on behalf of USAU,
of the maintenance fees for the property optioned to USAU by Beeston.  On
October 26, 2010, Beeston and USAU entered into an agreement (the Amending
Agreement) pursuant to which USAU agreed to issue common shares, par value
$0.001, to Beeston, at a price equal to the par value of the common shares, in
satisfaction and settlement of the default and the outstanding debt.  USAU
is to issue 23,043,880 common shares in settlement of its outstanding debt for
the payment of property maintenance payments made on its behalf by Beeston in
the amount of $23,044(CAD) as of the date of the Amending Agreement, which
includes the amount of $20,465 (CAD), recorded as $19,880 USD and fully reserved
as bad debt at September 30, 2010.  USAU is to also issue a further
26,956,120 common shares to Beeston in satisfaction of $26,956 (CAD) being the
amount of the exploration work for which USAU was in default in the amount of
$50,000.00(CAD), less a credit of $23,044 (CAD) given to USAU by Beeston for
settlement of the maintenance payments made by Beeston on behalf of USAU.
 All CAD$ amounts are deemed to be at par with the US$ under the terms of
the Amending Agreement.  The parties also agreed to reduce the number of
mining claims optioned to USAU by Beeston, thereby reducing USAUs obligation
for the payment of maintenance fees, in consideration of USAU agreeing to issue
75,000,000 common shares to Beeston, at a price equal to the par value of the
common shares.  USAU has lost its listing and is no longer trading.                 15


Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations. Beeston is an exploration stage company with limited operations,
limited revenues, limited financial backing and few assets, which consist mainly
of mineral properties that for the most part have had limited exploration to
date.  We have generated no revenues, other than $131,889 from the sale of
mineral claims, since inception (July 12, 1999) and have incurred a total of
$769,010 in operating expenses through September 30, 2010.  As of September
30, 2010 we have an accumulated deficit of $1,653,185.  Net cash provided
by financing activities since inception through June 30, 2010, was $561,902,
consisting of $173,010 raised from the sale of common stock and $388,892
in loans from former officers and directors of the Company. Our initial plan of
operation was to build a business providing medical diagnostic imaging services
for individuals in Western Canada.  Our customers would have been
individuals who were prepared to pay for the services they receive, as well as
individual clients of the provincial medical insurance providers, workers
compensation boards, auto insurance carriers and specialty insurance providers.
 We believed at the time that there was an opportunity to provide these
services through private clinics that would supplement those being provided by a
government funded and administered health service that was constantly operating
under pressure to provide such services on a timely basis.  Despite our
efforts in this regard, we were unable to implement this business plan.  We
have also undergone management changes.  A number of our original directors
and officers are no longer with the Company, and we are still endeavoring to
replace some of the personnel.  As part of this reorganization, the Board
of Directors decided to explore opportunities in areas other than those
contained in the original business plan. We believe that the growing demand for the production of natural
resources presents an area of opportunity for developing companies.
 Accordingly, pursuant to an agreement dated September 12, 2006, we
acquired a large tract of mineral claims from Candorado Operating Company Ltd.
(Candorado) located in the Province of British Columbia, Canada, referred to
collectively as the Ruth Lake Property, for the purpose of carrying out
exploration and development on this mineral property.  There is no
guarantee of locating a deposit of some mineral product that could result in a
producing mine.  However, we are of the opinion that the location of the
mining property is such as to warrant its acquisition and for us to undertake
exploration on the mineral property. In our pursuit of other
mining properties of interest in the same area as our current mineral claim
holdings, we entered into another agreement dated December 15, 2006 (Option
Agreement), with Candorado, under which we were granted an option to acquire an
interest in certain mineral claims, referred to collectively as the Bluff Lake
Property, that are proximate to our previously acquired Ruth Lake Property.
 Pursuant to the terms of this Option Agreement, we could obtain up to a
sixty percent (60%) interest in these mineral claims through the payment of cash
and the performance of exploration work upon the optioned claims over a two year
period.  Upon our acquiring a minimum interest of fifty percent (50%) in
the optioned mineral claims, either party to the option agreement could require
participation of the other party in the further exploration and development of
the optioned mineral claims pursuant to a joint venture.  In addition to being
near to our previously acquired mineral claims, the optioned claims had already
received a significant amount of exploration work, the results of which were
made available to us. Based on the exploration work previously carried out on
the optioned mineral claims, our management believed that these mineral claims
were of sufficient merit to warrant a more advanced work program of
exploration.  The 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.
 Any exploration programs would be carried out during this eight month
period.  Accommodations as well
as supplies and equipment are available at the Towns of Lac La Hache or 100 Mile
House.  Electricity lines run up to the boundaries of the mineral
properties; however, most power requirements can be provided by the use of
on-site generators.  Competition and unforeseen limited sources of supplies
and manpower in the industry could result in occasional spot shortages of
supplies, such as dynamite, and certain equipment such as bulldozers, excavators
and drilling equipment that may be needed in any exploration, as well as skilled
manpower to conduct exploration.  As our directors and
officers have no professional training or technical credentials in the field of
geology, and specifically in the areas of exploring, developing and operating
mining properties, we will have to retain the services of various professionals
and technicians in the mining industry to provide such expertise.
 Accordingly, we have, and will continue to retain the services of
geologists and engineers to advise and assist us in the exploration of our
acquired interest in mineral claims.  The mining industry in
British Columbia is well regulated.  We are required to comply with all
regulations, rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in Canada, generally, and in British
Columbia specifically.  As the owner of the mineral claims comprising the
Ruth Lake Property, we have the exclusive right to the minerals contained within
the surface boundaries and continuing vertically down, and the right to explore,
develop and mine the mineral claims for such minerals.  These rights
granted to owners of mineral claims are obtained as a form of tenure.  To
maintain our tenure in good standing, a prescribed dollar amount of exploration
and development work must be performed and an assessment report detailing such
exploration and development filed with the Mineral Titles Office annually.
 A cash payment of the prescribed dollar amount of exploration and
development work may be made in lieu of performing such exploration and
development work. The annual dollar value of the exploration and development
work required to be undertaken on a recorded claim in British Columbia is $4.00
CAD per hectare in years 1 through 3, followed by an $8.00 CAD per hectare per
year thereafter.  The initial stage of
exploration can generally be carried out without any permitting or notification
to any government body or agency, as it is deemed low-disturbance/low-impact
by the British Columbia Department of Energy, Mines and Petroleum Resources
(BCDM).  In the more advanced stages of exploration involving mechanized
trenching or diamond drilling, a Plan of Operation will need to be filed with
the BCDM.  This plan will detail the extent, location and amount of surface
disturbance for the trenching and/or drilling.  A bond will also have to be
obtained in the amount of the cost of reclaiming the anticipated surface
disturbance.  Usually the reclamation process entails filling in and
smoothing the surface of trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the sites of any disturbance.
 In our particular case, we were required to make a $2,500 CAD security
deposit under the permit for which we applied and obtained in regard to the
exploration work performed under phase two of our exploration program on the
Bluff Lake Property in 2008.  In the event any trees larger than six inches
in diameter need to be cut down, a permit will also have to be obtained from the
British Columbia Ministry of Forests.  The cost of obtaining the BCDM or
Forestry permits is nominal (less than $100 CAD).  The bond required by the
BCMD is returned (with interest) upon proper clean up of the exploration site.
 In the event that a mineral exploration program should evolve to the point
where its purpose is the determination of the existence of a commercially viable
mineral deposit, various other government acts, regulation and rules come into
effect.  Neither of the exploration programs carried out on our properties
in 2007 had any such purpose.  All exploration activity in British Columbia
must be carried out in compliance with the Health, Safety and Reclamation Code
for Mines in British Columbia.  In the quest for
copper-gold mineralization, potassium and magnetic alteration is commonly used
as exploration vectors.  In regard to the Bluff Lake Property and the Ruth
Lake Property, an airborne radiometric and magnetic geophysical survey was
completed over the area where these properties are located.  The results of
this survey were used in the planning for the exploration and development of our
properties.      We retained the
services of geologists to interpret the airborne geophysical survey and the
existing geological information in relation to the Bluff Lake Property and to
make recommendations for the further exploration of the property.  As a
result of the recommendations of our geologists we carried out a $200,000
two-phased exploration program on the Bluff Lake Property over a two year period
from 2007 to 2008.  The first phase of this program entailed reconnaissance
grids and sampling on the targets identified by our geologists as well as some
general prospecting, rock sampling and Mapping.   As a result of the
work carried out during the first phase of exploration we were able to define a
cooper-in-soil anomaly nearly 500 meters long and at least 150 meters wide that
appeared to be open to the east and west and coincided with a zone of weathered
monzonitic intrusive rocks that differ markedly from the intrusive rocks
elsewhere on the property.   Phase two of our exploration program
exploration program, involving road construction, diamond drilling and in-fill
soil sampling, was commenced in June, 2008.  However, completion of the
exploration work was suspended due to a lack of funding.  Despite its best
efforts, the Company was unable to raise the necessary funds to complete phase
two of its exploration program on the Bluff Lake Property within the time period
provided under its Option Agreement, despite various extensions.  As a
result, pursuant to an agreement dated October 3, 2008, the Company agreed to
terminate its Option Agreement (as amended) with Candorado and its right
thereunder to acquire various interests in the Bluff Lake Property and Candorado
agreed to assume all responsibility and liability for phase two of the Companys
exploration program on the Bluff Lake Property.  The Ruth Lake Property
had 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.  Again, we utilized the services of our geologists to
interpret the airborne geophysical survey and the existing geological
information in relation to the Ruth Lake Property and to identify target areas
and make recommendations for the further exploration of the property.
 Based on our geologists recommendation, an initial exploration program of
approximately $50,000 CAD was carried on the Ruth Lake Property which involved
the taking of soil geochemical samples on a regional grid with fill in samples
where indicated by anomalous values.  Each target area was then explored by
geochemical soil sampling and prospecting.  Anomalous cooper-in-soil was
detected near the edge of one target area and cooper mineralization was sighted
along a newly constructed logging road near this area.  In addition to the
results of the exploration program, historic assessment reports relating to the
southern part of the property reported sporadic molybdenite-in-soil geochemical
anomalies over a north-south length of 750 metres.  Molybdenite and small
amounts of chalcopyrite were described as disseminations and fracture fillings
in altered, silicified and locally quartz veined granite float and bedrock.
 While some drilling was performed, there are no records of results.
 Based on the results of our initial exploration program and the historic
data on the property, a $35,000 CAD work program is planned for the Ruth Lake
Property.  Initially this work program was to be carried out in late fall
of 2008, then the summer of 2009, and now it has been delayed pending the
results of the exploration work to be carried out on various large parcels of
the Ruth Lake Property under Option Agreements recently entered into by the
Company with two other junior mining companies.  As a result, we have
maintained our interest in this property to date by paying the monthly cash in
lieu of exploration and development work required to keep the property in good
standing. To the extent required, it is our intention to continue to make these
monthly payments until the work programs of the optionees get underway.  In our efforts to
further the exploration and development of our large tract of acquired mineral
claims, we are continuously reviewing the possibility of participating in some
form of joint venture or option arrangement with other entities on a portion of
our mineral claim holdings.  This was the case in January, 2007, when
Beeston entered into an agreement with Kranti Resources, Inc. (Kranti) under
which we granted that company an option to acquire a mineral claim comprising
part of the Ruth Lake Property from our larger mineral claim holdings by the
payment of cash and the performance of a series of work programs over a period
of four years.  Upon acquisition of the mineral claim by Kranti, it would
be required to pay a certain royalty to Beeston and the prior owner of the
mineral claims based on a percentage of any net smelter returns derived from the
mineral claim.      Due to the labor
shortages experienced in the industry in 2007, Kranti was delayed in obtaining
the assay results of the soil and rock sampling it carried out under its
exploration program on the mining claim optioned from the Company.  As a
result, at the request of Kranti, we have extended the date for the completion
of the exploration work required to be performed by Kranti within the first year
of the Kranti Option Agreement.  The extension was for a reasonable short
period of time and was sufficient to allow Kranti to obtain and report on its
assay results.  Subsequent to December 31, 2008, Kranti requested a further
extension of time for completion of the $25,000 exploration work that was
required to be performed under the Kranti Option Agreement by January 18, 2009.
 On January 16, 2009, Beeston entered into an agreement with Kranti
extending the time period for the performance of this exploration work until
June 30, 2009, in consideration of Kranti granting Beeston control over the
allocation of the credits resulting from mineral exploration carried out by
Kranti on the mining claim optioned from the Company.  Beeston has
subsequently granted Kranti a number of extensions for the completion of mineral
exploration work within the time periods provided under the Kranti Option
Agreement due to Krantis inability to raise funds.  On June 22, 2009,
December 30, 2009, and most recently on February 11, 2010, Beeston entered into
separate agreements with Kranti extending the date of completion of various
expenditures required to be completed by Kranti under the terms of the Kranti
Option Agreement in consideration of Kranti agreeing to various increases in the
amount of expenditures to be incurred on exploration work under the Kranti
Option Agreement totaling $100,000.  As of June 30, 2010, Kranti was in
default of its obligations for the further exploration and development of the
mineral claim under option from Beeston.  On July 1, 2010, we delivered a
notice to Kranti advising of its default of the work requirements under the
Option Agreement and that it had 30 days from the date of receipt of the notice
to meet these work requirements or the Option Agreement and the option of the
mineral claim granted thereunder would terminate.  On August 5, 2010,
Kranti remained in default and the Option Agreement was terminated.  In September, 2009, the
Company entered into agreements with USA Uranium Corp (USAU) and Mariposa
Resources, Ltd. (Mariposa), both junior mining companies, under which we
granted each company an option to acquire a fifty percent (50%) interest in and
to certain mineral claims comprising part of the Ruth Lake Property through the
payment to Beeston of common shares to be issued out of their respective
treasuries and the performance of exploration work upon their respective
optioned claims over a two year period.  Upon Mariposa acquiring a fifty
percent (50%) interest in the mineral claims optioned from Beeston, either
Mariposa or Beeston could require participation of the other in the further
exploration and development of the optioned mineral claims pursuant to a joint
venture.   Upon USAU acquiring a fifty percent (50%) interest in the
mineral claims optioned from Beeston, either USAU or Beeston could require
participation of the other in the further exploration and development of the
optioned mineral claims pursuant to a joint venture.   USAU and
Mariposa will each be responsible for maintaining their respective optioned
mineral claims in good standing.  To the extent that Beeston becomes
obligated to pay any fees to maintain these optioned mineral claims, USAU and/or
Mariposa will be required to reimburse the Company.  On March 24, 2010, the
Company entered into an agreement with Mariposa extending the date for the
payment of shares of its common stock under the option agreement with Beeston
for an additional three months in consideration of Mariposa increasing its work
requirement on the mineral claims it optioned from Beeston.  The Company
entered into a another agreement with Mariposa on June 24, 2010, under which
Beeston granted Mariposa a further extension for the payment of shares of its
common stock and for the completion of its initial exploration and development
as required under the option agreement with Beeston until December 31, 2010, in
consideration for an increase in the number of shares payable thereunder. As of September 24, 2010, USA Uranium Corp (USAU) was in default
of its exploration work requirement under its option agreement with Beeston.
 Subsequent to the default, the company entered in discussions with USAU
regarding its default as well as its inability to cover the on-going property
maintenance costs as required under its option agreement with Beeston and what
efforts or other consideration, if any, USAU was willing to undertake or provide
as a result thereof.  On October 26, 2010 the Company and USAU entered into
an agreement pursuant to which the parties agreed to the issue of shares of the
common stock of USUA to Beeston in satisfaction and settlement of the default
and the     outstanding debt.  USAU is to issue 26, 956,120 common shares
in satisfaction of the exploration work for which it was in default and a
further 23,043,880 common shares in settlement of its outstanding debt for the
payment of on-going property maintenance payments made on its behalf by Beeston.
 The parties also agreed to reduce the number of mining claims covered by
the option agreement between them in consideration of USAU agreeing to issue
75,000,000 common shares to Beeston. On August 9, 2010, the Company entered into an agreement with
Okana Ventures, Inc. ("Okana"), a junior mining company, under which the Company
granted Okana an option to purchase a certain mineral claim comprising part of
its Ruth Lake Property by the payment of cash and the performance of a series of
work programs over a period of four years.   The mineral claim
optioned to Okana is subject to a royalty of 2% of net smelter returns payable
to Candorado Operating Company Ltd., with a payout of $1,000,000 (CAD), and an
additional royalty of 2% of net smelter returns payable to the Company, with a
payout of $2,000,000 (CAD). We have been able to
maintain our interest in the Ruth Lake Property through the conduct of
exploration and development work programs, by ourselves and others, and by the
paying of cash in lieu thereof.  We have filed an assessment report based
on the exploration work we carried out in 2007 on this property.  In 2007,
we applied the $48,230 CAD cost of our exploration program against the annual
assessment fees for all of our interest in this property.  In addition,
Kranti paid cash of $1,914 CAD in lieu of filing assessment work, plus filed a
further $26,075 CAD in assessment work under its exploration requirements for
its optioned claim.  We continue to maintain our interest in this property
to date by paying the monthly cash maintenance fees in lieu of exploration and
development work required to keep the property in good standing.  To the
extent required, it is our intention to continue to make these monthly payments
until the work programs of the current optionees of our property get underway.
 All of the properties we currently hold are in good standing.  The optioning of a
portion of our mineral claims not only provides funds through the receipt of
cash consideration or the potential for generating funds through the sale of the
common shares received as part of the consideration for the optioned mineral
claims, as in the case of USAU and Mariposa, but will also provide for the
further exploration and development of these mineral claims, as in the case of
our mineral claim optioned to Kranti, while satisfying the maintenance
requirements for the mineral claims.  We also anticipate that
we will be able raise additional funding through the sale of shares under our
outstanding private placement offerings to provide us with operating funds as
well as funding for future exploration of the Ruth Lake Property.  To the
extent we are unable to raise additional funds, our direct participation in
exploration will be delayed and/or we could be unable to continue to
operate.  As part of the effort
to raise additional funding for the Company, on June 20, 2007, our Board of
Directors approved a private placement offering of 500,000 common shares of the
Company at a price of $0.68 per share.  We anticipated raising up to
$340,000 by means of this private placement offering.  This private
placement offering, after three extensions, terminated on June 20, 2008.
 We received subscriptions for 92,000 shares worth proceeds of $62,560
under this private placement offering  On April 7, 2009, the
Company increased its authorized capital stock from a single class of
100,000,000 shares of common stock, par value $0.001, to a single class of
500,000,000 shares of common stock, par value $0.001.  There was no
concurrent increase in the issued and outstanding shares of the Company. This
increase of its authorized capital stock was to facilitate the Companys ability
to pursue additional equity funding in the future.  On April 16, 2009, our
Board of Directors approved another private placement offering for 10,000,000
common shares of the Company at a price of $0.03 per share.  We anticipated
raising up to $300,000 by means of this private placement offering.  The
initial expiration date for this private placement was September 30, 2009,
however, the expiration date was extended by our Board of Directors for a
further     period of 180 days and then extended again until September 30,
2010, at which latter date it was allowed to expire.  No shares were sold
under this offering.  Due to the current market for the shares of common stock of the
Company, on July 12, 2010, our Board of Directors approved a further private
placement offering for 30,000,000 units of the Company at an offer price of
$0.005 per unit.  Each offered unit is comprised of one share of Beestons
common stock and two warrants, with one warrant (Warrant A) being exercisable
into one share of Beestons common stock for a period of one year from the
closing date of this private placement offering at a price of $0.0055 and one
warrant (Warrant B) being exercisable into one share of Beestons common stock
for a period of one year and six months from the closing date of this private
placement offering at a price of $0.006. We anticipate raising up to $150,000 by
means of this private placement offering.  The expiration date for this
private placement is January 12, 2011, unless extended by our Board of
Directors.  The net proceeds
received from the sale of the units under the private placement will be used for
mineral property maintenance, exploration and development, acquisition of
interest(s) in mineral properties, legal and accounting fees, general and
administrative expense, plus workingcapital.  On April 9, 2009, the
Company issued two convertible debentures to a shareholder, Mr. Smith, to secure
payment of various loans and payments made by Mr. Smith on behalf of the
Company. One convertible debenture was for $126,677.00 (U.S.) (the
U.S.$ Debenture) and the other was for $125,100.00 (CAD) (the CAD$
Debenture).  The term of each of the debentures was three (3) years and
each debenture earned interest at 12% per annum, calculated and payable
annually.  Thedebt under each of the debentures is secured by a
first floating charge over the undertaking andall property and assets
of the Company.  Each of the debentures
permitted the holder, at his option, during the terms of the debentures, to
convert all or part of the debt represented by the debentures into common stock
of the Company at a conversion rate of $0.02(U.S.) per share for the U.S.$
Debenture, and at a conversion rate of $0.025(CAD) per share for the CAD$
Debenture.  The Company was also permitted, at its option, to pay any
accrued interest under either debenture in the form of common stock, also at the
same conversion rates that were permitted for the holder of the respective
debentures.  In further
consideration for Mr. Smith entering into the debenture agreements, share
purchase warrants were also attached to each of the debentures.  There are
6,333,850 share purchase warrants attached to the U.S.$ Debenture and 5,004,000
share purchase warrants attached to the CAD$ Debenture.  These share
purchase warrants grant the holder, over the term of the debentures, the right
to purchase one share of common stock of the Company for each share purchase
warrant at a purchase price of $0.02(U.S.) per share under the U.S.$ Debenture
and at a purchase price of $0.025(CAD) per share under the CAD$ Debenture.  On September 24, 2009,
Beeston and Mr. Smith agreed to amend both the US$ Debenture and the CAD$
Debenture issued to Mr. Smith.  In consideration of Mr. Smith agreeing,
inter alia, to the subordination and release of his right to a first
floating charge over the mineral claims optioned to each of USAU and Mariposa,
respectively, upon either such company acquiring a fifty percent in and to their
respective optioned mineral claims, the Company agreed to amend the provisions
of the two convertible debentures issued to Mr. Smith by theCompanyby reducing the share conversion and share purchase warrant prices and
increasing the number of share purchase warrants provided thereunder.  In
the case of the US$ Debenture, the share conversion and share purchase warrant
prices were reduced from $0.02(US) to $0.0075(US) and the number of share
purchase warrants were increased from 6,333,850 to 16,890,267, and in the case
of the CAD$ Debenture, the share conversion and share purchase warrant prices
were reduce from $0.025(CND) to $0.008(CND) and the number of share purchase
warrants were increased from 5,004,000 to 15,637,500.      On April 9, 2010 the
annual interest on the first year of the three year term of each of the US$
Debenture and the CAD$ Debenture became due.  Pursuant to the terms of both
debentures, the Company exercised its option to pay the interest then due by the
issuance of shares.  As a result, 3,903,332 common shares of the Company
were issued in satisfaction of the interest payable.  Immediately following
the election by the Company to issue shares in payment of interest, Mr. Smith
assigned his interest in and to the debentures and associated warrants to others
and in turn the holders of the US$ Debenture and the CAD$ Debenture elected for
the payment of the debt then due and owing thereunder in shares of the Company.
 This resulted in a further 32,527,761 common shares of the Company being
issued in satisfaction of the debt under both of the US$ Debenture and the CAD$
Debenture.  While the debt due under both of the debentures has now been
extinguished, the share purchase warrants still exist and will be available for
exercise until April 9, 2012.  On June 1, 2010, as
incentive to the holders of both the U.S.$ Debenture and the CAD$ Debenture to
exercise the share purchase warrants granted thereunder, Beeston and the holders
of the U.S.$ Debenture and the CAD$ Debenture agreed to exchange each of the
U.S.$ Debenture and the CAD$ Debenture for share warrant purchase agreements
which provide for a reduction in the share purchase warrant prices and an
increase in the number of share purchase warrants granted thereunder.
  In the case of the debenture issued in exchange for the U.S.$
Debenture, the share purchase warrant price is reduced from $0.0075(U.S.) to
$0.003(U.S.) and the number of share purchase warrants is increased from
16,890,267 to 42,225,667, and in the case of the debenture issued in exchange
for the CAD$ Debenture, the share purchase warrant price is reduce from
$0.008(CAD) to $0.003(CAD) and the number of share purchase warrants is
increased from 15,637,500 to 41,700,000.  On August 30, 2010 the share
purchase warrant agreements were exchanged for Warrant Certificates.  None
of the warrants have been converted into common shares.  Since the issue of the
debentures, Mr. Smith has provided the Company with additional funding and on
June 4, 2010, the Company issued two convertible debentures to Mr. Smith to
secure payment of these loans as well as other funds previously paid on behalf
of the Company by Mr. Smith. One convertible debenture is for $66,300.00 (U.S.)
(the Second U.S.$ Debenture) and the other is for $48,000.00 (CAD) (the
Second CAD$ Debenture).  The term of each of the debentures is three (3)
years and each debenture earns interest at 12% per annum, calculated and payable
annually.  The debt under each of the debentures is secured by a first
floating charge over the undertaking and all property and assets of the
Company that are not currently the subject of ongoing contracts with independent
third parties.  Each of the debentures
permits the holder, at his option, during the terms of the debentures, to
convert all or part of the debt represented by the debentures into common stock
of the Company at a conversion rate of $0.003(U.S.) per share for the Second
U.S.$ Debenture, and at a conversion rate of $0.003(CAD) per share for the
Second CAD$ Debenture.  The Company is also permitted, at its option, to
pay any accrued interest under either debenture in the form of common stock,
also at the same conversion rates that are permitted for the holder of the
respective debentures.  In further
consideration for Mr. Smith entering into the debenture agreements, the Company
attached share purchase warrants to each of the debentures.  There are
22,100,000 share purchase warrants attached to the Second U.S.$ Debenture and
16,000,000 share purchase warrants attached to the Second CAD$ Debenture.
 These share purchase warrants grant the holder, over the term of the
debentures, the right to purchase one share of common stock of the Company for
each share purchase warrant at a purchase price of $0.003(U.S.) per share under
the Second U.S.$ Debenture and at a purchase price of $0.003(CAD) per share
under the Second CAD$ Debenture.  On August 30, 2010 the Second U.S.$
Debenture and the Second CAD$ Debenture were exchanged for debenture agreements
with separate detachable Warrant Certificates. To date, no debt has been
converted to shares and no warrants have been exercised under either of these
debentures.  In an effort to reduce
its current debt load, on September 13, 2010, the Company sold a total of
23,623,160 shares of USA Uranium Corp (USAU) owned by the Company to Mr. Smith
for the sum of $23,623.16 or $0.001 per share, the par value of the shares.
 Payment for the shares was by way of set-     off against loans and
other advances of money made by Mr. Smith to the Company.  The shares of
USAU are currently not trading and the securities have been written off by the
Company on its books.  As of June 30, 2008,
Beeston terminated its monthly lease of office space at #200-1687 West Broadway,
Vancouver, British Columbia, Canada.  We have also acquired various
computer and computer related equipment and furniture for use in performing
ongoing administrative tasks.  Our current facilities will be sufficient
for our current operations up until the time Beeston is able to establish a
mining operation.  On
April 14, 2009 the Company entered into an agreement with John Perez, consultant
(the Consulting Agreement) for the purpose of retaining Mr. Perez to provide
corporate communications and public relations services for the Company.
 Under the terms of the Consulting Agreement Mr. Perez has been granted an
option to purchase up to 7,200,000 shares of the common stock of the Company
(the Option) at a price of $0.04(U.S.) per share (the Option Shares), over
the term of the Consulting Agreement of two (2) year.  Mr. Perez has the
right to exercise the Option for 200,000 of the Option Shares at the time of
entering to the Consulting Agreement and the right thereafter to exercise the
Option for the balance of the Option Shares based on the trading price of the
Companys shares from time to time as reported on the Over-the-Counter Bulletin
Board electronic quotation system.  The Company retains the right to
terminate the Consulting Agreement and the Option granted thereunder, at its
option, upon thirty (30) days notice.To date, no
shares have been issued by the Company under this contract with Mr. Perez.  Going Concern
Consideration:  Our external auditors
issued a going concern opinion on our December 31, 2009, audited financial
statements that raises substantial doubt about our ability to continue as a
going concern for the next 12 months given our current financial position. We
have minimal assets and have achieved no operating revenues since our inception.
We have depended on loans and sales of equity securities and interests in our
mining properties for funds to conduct operations. Unless and until we commence
material operations and achieve material revenues, we will remain dependent on
financings and/or further sales of our mining properties to continue our
operations. The financing may take the form of additional sales of debt or
equity securities and/or loans from our directors. There is no assurance that
additional financing, if required, will be available, or available on terms
favorable to us.  Off-Balance Sheet
Arrangements: We do not
have any off-balance sheet arrangements that have, or are reasonably likely to
have, a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that are material to investors. Item 4T. Controls
and Procedures.  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  Our evaluation of
internal control over financial reporting includes using the COSO framework, an
integrated framework for the evaluation of internal controls issued by the
Committee of Sponsoring Organizations of the Treadway Commission, to identify
the risks and control objectives related to the evaluation of our control
environment.  The internal controls for the Company are provided by
executive managements review and approval of all transactions.  Based on the current
internal controls employed by the Company, the Company concludes that, as of
September 30, 2010, a material weakness exists in the Companys internal control
procedures, in that     one individual who, as
an officer and director of the Company, has sole access and authority to receive
cash and make cash disbursements.  There were no
significant changes in Beestons internal controls or in other factors that
could significantly affect these controls from December 31, 2009 to September
30, 2010. There were no significant deficiencies or additional material
weaknesses, and therefore there were no corrective actions taken.  It
should be noted that any system of controls, however well designed and operated,
can provide only reasonable, and not absolute, assurance that the objectives of
the system are met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future events. Because of
these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.  PART II  OTHER INFORMATION Item 6. Exhibits Exhibits:  Exhibit No.
Document
Location3.1
Articles of
Incorporation
Previously Filed3.2
Amendment to Articles
Previously Filed3.3
Bylaws
Previously Filed3.4
Certificate of Change
Previously Filed31
Rule
13a-41(a)/15d-14(a) Certificates
Included32
Section
1350 Certifications
Included      SIGNATURES Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.   BEESTON
ENTERPRISES LTD,     November
22, 2010 _/s/
Michael Upham__________________ Date MICHAEL
UPHAM, PRESIDENT