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, 2011 o 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. NEVADA88-04360717(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)  1685 H Street, #219 Blaine, WA  98230-5110 (Address of principal executive offices)  (877) 208-6141 (Registrants telephone number) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to  [ X].such filing requirements for the past 90 days. Yes [X]      No   [    ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant is required to submit and post such file).  Yes  [  ]    No  [  ] (Not required)  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, an accelerated filer, a non-accelerated filer, and smaller reporting company: in Rule 12b-2 of the Exchange Act.  Large accelerated filer[  ] Accelerated filer [  ] Non-accelerated filer  [  ] (Do not check if a smaller reporting company)Smaller reporting company[X]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                        Yes  [    ]  No [X]  APPLICABLE ONLY TO CORPORATE ISSUERS As of May 16, 2011, the Company had 118,179,241 issued and outstanding shares of its common stock.  1     Table of Contents   PART I  FINANCIAL INFORMATION 3 Item 1. Financial Statements. 3 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.  15 Item 4. Controls and Procedures. 23 PART II  OTHER INFORMATION 24 Item 6. Exhibits 24 SIGNATURES 24     2    PART I  FINANCIAL INFORMATION   Item 1. Financial Statements.                 BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) CONDENSED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2011 AND 2010               3     BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) INDEX TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)   Condensed Balance Sheets as of March 31, 2011 and December 31, 2010 5 Condensed Statements of Operations and Comprehensive Loss for the 
Three Months Ended March 31, 2011 and 2010 with Cumulative
Totals Since Inception 6 Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2011 and 2011 with cumulative Totals Since Inception 7 notes To Condensed Financial Statements 8     4       BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
CONDENSED BALANCE SHEETS
(UNAUDITED)

ASSETSMarch 31,December 31,20112010(Unaudited)Current AssetsCash and cash equivalents$        11,723$               108Other receivable, net23,98322,897Prepaid consulting40612,233Total Current Assets36,11235,238TOTAL ASSETS$        36,112$          35,238LIABILITIES AND STOCKHOLDERS' DEFICITLIABILITIESCurrent LiabilitiesAccounts payable$        11,000$          28,638Notes payable to stockholder-9,415Option liability40612,233Total Current Liabilities11,40650,286Long Term DebtConvertible debentures, related party, and accrued interest128,186122,295Total Long Term Debt128,186122,295Total Liabilities139,592172,581STOCKHOLDERS' DEFICITCommon stock, par value $.001, 500,000,000 shares authorized and116,197,003 and 94,773,093 shares, respectively, issued and outstanding116,19794,773Additional paid-in capital1,573,2031,518,459Deficit accumulated during the development and exploration stages(1,792,880)(1,750,575)Total Stockholders' Deficit(103,480)(137,343)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$        36,112$          35,238   The accompanying notes are an integral part of the condensed financial statements. 5      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY)  CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED) (WITH CUMULATIVE TOTALS SINCE INCEPTION)   THREE MONTHS ENDEDCumulative TotalsMARCH 31,July 12, 199920112010to March 31, 2011REVENUESale of mining claims$                   -$                  -$                131,889OPERATING EXPENSESSpeculative mining expenses-492385,503Consulting28,3279,270102,699Professional fees6,7508,523227,059Administrative expenses2,283473115,723Depreciation--3,806Total Operating Expenses37,36018,758834,790LOSS BEFORE OTHER INCOME (EXPENSE)(37,360)(18,758)(702,901)OTHER INCOME (EXPENSE)Interest expense, net(3,557)(8,219)(57,840)Foreign currency transaction loss(1,388)-(17,807)Loss from debt extinguishment--(839,326)Loss on modification of warrants--(207,651)Loss on marketable securities--(103,600)Release of exploration cost liability--136,245Total Other Income (Expense)(4,945)(8,219)(1,089,979)NET LOSS APPLICABLE TO COMMON SHARES$        (42,305)$       (26,977)$            (1,792,880)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Gain (loss) on securities-(204,000)-Cumulative currency translation adjustment-(4,444)-Total Other Comprehensive (Loss)-(208,444)-COMPREHENSIVE LOSS$        (42,305)$     (235,421)$            (1,792,880)NET LOSS PER BASIC AND DILUTED SHARES$            (0.00)$           (0.00)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING100,512,73058,342,000  The accompanying notes are an integral part of the condensed financial statements. 6      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY)  CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED) (WITH CUMULATIVE TOTALS SINCE INCEPTION)   THREE MONTHS ENDEDCumulative TotalsMARCH 31,July 12, 199920112010to March 31, 2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss$        (42,305)$        (26,977)$                        (1,792,880)Adjustments to reconcile net loss to net cash(used in) operating activitiesAmortization of prepaid consulting11,8279,27073,754Gain (loss) on foreign currency translation1,387(911)2,473Interest forgiven by shareholder2489226,728Accrued interest on convertible debentures3,4187,69041,149Other--1,051,900Changes in assets and liabilitiesPrepaid expenses and deposits-(96)-Accounts receivable-(9,067)(25,100)Accounts payable(17,638)(2,239)11,000Notes and loans from stockholder--9,415Net cash (used in) operating activities(43,287)(21,438)(601,561)CASH FLOWS FROM INVESTING ACTIVITESAcquisition of equipment--(3,806)Net cash (used in) investing activities--(3,806)CASH FLOWS FROM FINANCING ACTIVITESSale of common stock54,902-227,912Proceeds from notes and loans payable to stockholder-16,095389,178Net cash provided by financing activities54,90216,095617,090NET INCREASE (DECREASE) INCASH AND CASH EQUIVALENTS11,615(5,343)11,723CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD1086,183-CASH AND CASH EQUIVALENTS - END OF PERIOD$         11,723$              840$                              11,723SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:Forgiveness of interest on stockholder notes payable to additionalpaid-in capital$                23$              892Amortization of option liability$         11,827$                 -Debt from warrants exercise proceeds$           9,415$                 -   The accompanying notes are an integral part of the condensed financial statements. 7      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY)  NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION  Organization and Business Beeston Enterprises Ltd., the Company, was incorporated on July 12, 1999 under the laws of the State of Nevada.  At present, we are an exploration stage company engaged in the search of mineral deposits that can be developed to a state of a commercially viable producing mine.  We currently own a 100% interest in ten mineral claims comprising 4,826.46 hectares, known as the Ruth Lake Property located approximately 25 kilometers from Lac La Hache, British Columbia, Canada.  The claims are in good standing until November 2, 2011.    Our interest in the Ruth Lake Property was acquired from Candorado Operating Company, Ltd., a British Columbia corporation trading on the TSX Venture Exchange (Trading Symbol CDO).  Basis of Presentation The condensed unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Companys annual statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these condensed financial statements be read in conjunction with the December 31, 2010 audited financial statements and the accompanying notes thereto included in our Form 10-K filed on April 13, 2011.  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.       8      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)  Significant Accounting Policies  There have been no material changes during 2011 in the Companys significant accounting policies to those previously disclosed in the 2010 Form 10-K.  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 losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses, 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.  The management of the Company plans to raise additional funds through shareholders loans, issuance of stock, and other capital transactions.  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.        9      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 2- NET LOSS PER SHARE OF COMMON STOCK  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.  The Company has potentially dilutive securities, if there were earnings, in its convertible notes, warrants, and options as detailed below.  Three Months  Ended March 31, 2011               2010 Convertible debentures 38,100,000 32,527,767 Options  200,000 200,000 Warrants 100,601,757 32,527,767 __________ _________  Total 138,901,757       65,255,534  Three Months Ended March 31, 2011               2010 Net Loss $ (42,305)       $ (26,977)  Weighted Average common shares outstanding (basic) 100,512,730      58,342,000 Options  -                     - Warrants -                      -  __________   _________ Weighted Average common shares outstanding (diluted) 100,512,730    58,342,000    NOTE 3 - SALE OF MINERAL RIGHTS  Lithium Exploration Group, Inc., aka Mariposa Resources Ltd.  On September 25, 2009 the Company entered into an agreement with another junior mining company, Mariposa Resources Ltd., Mariposa, 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 Mariposa stock, 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       10      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  NOTE 3 - SALE OF MINERAL RIGHTS (CONTINUED)  Lithium Exploration Group, Inc., aka Mariposa Resources Ltd.  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, Mariposa will assume a 2% royalty on net smelter returns payable to the original owner of the claims and will receive the payout right of $1,000,000 CAD.  If the option is exercised, Mariposa and the Company may enter into a joint venture for exploration and development.  If Mariposa were to fail to meet the maintenance requirements, whether for failure to perform 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 Mariposa.  As of March 31, 2011 the Company has recorded a receivable of $23,983 due from Mariposa as reimbursement for maintenance payments it has made on Mariposas behalf.  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 Mariposa 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 Mariposa agreeing to an increase in the number of its shares to be received from 1,000,000 shares to 1,500,000 shares.  On November 2, 2010 all eight of the claims covered by the agreement lapsed for failure to pay maintenance fees.  The Company reclaimed four of the eight mining claims, which four mining claims are now free of tenure obligations until November 2, 2011.  On November 30, 2010 Mariposa Resources Ltd. changed its name to Lithium Exploration Group, Inc., (Lithium).  As of December 31, 2010 Lithium was in default of payment of a total of 1,500,000 shares of its common stock to Beeston and of its obligation to perform $100,000 CAD of exploration and development work on the optioned mining claims as part payment of the option exercise price under its option agreement with the Company.  Lithium is also indebted to Beeston in the amount of $22,851 CAD, valued at $23,983 USD on March 31, 2011, related to the mining claim maintenance fees and reclaiming fees paid by Beeston on behalf of Lithium.  Lithium has terminated its option agreement with Beeston, by notice dated February 14, 2011, and effective March 17, 2011.  The Company is currently pursuing Lithium in regard to the collection of the outstanding debts, the loss of four mining claims and the ongoing maintenance requirements for the reclaimed mining claims.    11      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)     NOTE 4 - STOCKHOLDERS DEFICIT  Common Stock  On March 2, 2011, Beeston approved the exercise of 16,200,000 warrants issued as part of the April 9, 2009 U.S.$ Convertible Debenture.  Under the terms of its issue, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003.  As a result of this exercise of warrants, the Company received $48,600. The proceeds were used to fund the operations.  On March 25, 2011, Beeston approved the exercise of 2,667,330 warrants issued as part of the June 4, 2010 U.S.$ Convertible Debenture and a further 2,556,580 warrants issued as part of the June 4, 2010 CAD$ Convertible Debenture to a related party.  Under the terms of the issue for the warrants under the June 4, 2010 U.S.$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003(U.S.).  Under the terms of the issue of the warrants under the June 4, 2010 CAD$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003(CAD).  Payment of the exercise price of the respective warrants was made by way of set off of debt owed by Beeston to the holder of the warrants.  In the case of the U.S.$ warrants, $8,002 (U.S.) of debt, and in the case of the CAD $ warrants, $7,670(CAD) of debt.             12      BEESTON ENTERPRISES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)   NOTE 5 - 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 $128,186 as of March 31, 2011.  The five-year long- term debt maturity schedule is as follows: 2011 $       - 0  2012 - 0  2013 128,186 2014 - 0  2015 - 0 -    NOTE 6 - SUBSEQUENT EVENTS   On April 29, 2011, Beeston received a notice of election to exercise a total of 1,982,238 warrants that were issued as part of the April 9, 2009 U.S.$ Convertible Debenture.  Under the terms of this issue, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003(U.S.).  As a result of this exercise of warrants, the Company received funds of $5,946(U.S.).  On May 3, 2011 the Company reached a settlement with Lithium (See Note 3 above).  Under terms of the settlement, Beeston will receive the sum of $54,624 CAD ($57,330 USD at March 31, 2011) and 200,000 restricted shares of common stock of Lithium in full and complete settlement of all claims against Lithium including, but without limitation, all claims for the payment of various amounts due and owing to Beeston by Lithium under terms of the option agreement for past and future mining claim maintenance fees, the costs of reclaiming four of the eight mining claims optioned under the option agreement and damages for loss of four mining claims.    13      Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.  Beeston is an exploration stage company with limited operations, limited revenues, limited financial backing and few assets, which consist mainly of mineral properties that for the most part have had limited exploration to date.  We have generated no revenues, other than $131,889 from the sale of mineral claims, since inception (July 12, 1999) and have incurred a total of $834,790 in operating expenses through March 31, 2011.  As of March 31, 2011 we have an accumulated deficit of $1,792,880.  Net cash provided by financing activities since inception through March 31, 2010, was $617,090, consisting of $227,912 raised from the sale of common stock and $389,178 in loans from former officers and directors of the Company.  We originally intended to establish ourselves as a Western Canadian based medical diagnostic imaging service provider. However, based on a review of the business climate in the private medical service sector in Canada, we chose to move our business in a new direction.  During the second half of 2006, we began acquiring interests in mining properties located in British Columbia, Canada.  Accordingly, we have changed our business plan to one of mineral exploration and development.  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. We believe 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 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 acquired an option on 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, 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 then 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  14      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.   15      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, despite various extensions.  As a result, pursuant to an agreement dated October 3, 2008, the Company agreed to terminate its option and the right thereunder to acquire various interests in the Bluff Lake Property and the optionor 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 was subsequently delayed pending the results of the exploration work was to be carried out on various large parcels of the Ruth Lake Property under option agreements entered into by the Company with two other junior mining companies. We have maintained our interest in the remaining mining claims that are not under option by paying the monthly cash in lieu of exploration and development work required to keep these mining claims in good standing. It is our intention to continue to make these monthly payments until the work programs on the optioned mining claims have progressed further.  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  16      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, which options may be exercised 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 were each be responsible for maintaining their respective optioned mineral claims in good standing.  To the extent that Beeston became obligated to pay any fees to maintain these optioned mineral claims, USAU and/or Mariposa are 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 to Beeston, as part of the exercise of the option to purchase under the option agreement with Beeston, for an additional three months in consideration of Mariposa increasing the exploration work required as part of the exercise of the option to purchase 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 as part of the exercise of the option to purchase the mining claims.  17      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 the original owner of the claim 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). As of September 24, 2010, USA Uranium Corp (USAU) was in default of its exploration work requirement under its option agreement with Beeston.  On October, 26, 2010, following 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, 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 November 2, 2010, USA allowed the four claims that remained under option to it from Beeston to lapse.  These four mining claims were reclaimed by Beeston at a cost of $1,064 CAD which amount is currently due and owing to Beeston by USAU.  On November 3, 2010, due to the failure of Mariposa to maintain the mining claims under option from Beeston, the mining claims were allowed to lapse.  Beeston has since been able to reclaim four of the eight mining claims originally under option to Lithium (Mariposa).  On November 30, 2010 Mariposa merged with its wholly owned subsidiary Lithium Exploration Group, Inc. (Lithium).  As of December 31, 2010, Lithium was in default under the terms of its agreement.  Lithium has since terminated its option agreement with Beeston, by notice dated February 14, 2011, effective March 17, 2011.  Following the termination of the option agreement by Lithium, the Company entered into negotiations with Lithium in regard to its claims against Lithium for the outstanding debts, the loss of four mining claims and the ongoing maintenance requirements for the reclaimed mining claims. On May 3, 2011, the Company reached a settlement with Lithium in regard to all of its claims against Lithium.  Under the terms of the settlement, Beeston will receive the sum of $54,624(CAD) and 200,000 restricted shares of common stock of Lithium in full and complete settlement of all claims against Lithium including, but without limitation, all claims for the payment of various amounts due and owing to Beeston by Lithium under the terms of the Option Agreement for past and future mining claim maintenance fees, the costs for re-claiming four of the eight mining claims optioned under the Option Agreement and damages for the loss of four mining claims.  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.   18      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.  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.  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 had anticipate raising up to $150,000 by means of this private placement offering, however, it expired on January 12, 2011, without any units having been sold.  We have also had to borrow funds in order to fund part of our ongoing operations.  As a result, 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 $126,677 (U.S.) (the U.S.$ Debenture) and the other was for $125,100 (CAD) (the CAD$ 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.  19       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.  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.   The expiry date for these warrant certificates is June 1, 2013.  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.  20       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.  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 or $0.001 per share, the par value of the shares.  Payment for the shares was by way of set-off against loans and other advances of money made by Mr. Smith to the Company.  The shares of USAU are currently not trading and the securities have been written off by the Company on its books.  The Company can also raise funds through the exercise of the various warrants outstanding.  On March 2, 2011, and again on April 29, 2011, Beeston received notices of election to exercise a total of 16,200,000 warrants and 1,982,238 warrants, respectively, all issued as part of the April 9, 2009 U.S.$ Convertible Debenture.  Under the terms of its issue, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003.  As a result of this exercise of warrants, the Company received funds of $48,600(U.S.) and $5,946(U.S.), respectively.  On March 25, 2011, Beeston received notices of election to exercise 2,667,330 warrants issued as part of the June 4, 2010 U.S.$ Convertible Debenture and a further 2,556,580 warrants issued as part of the June 4, 2010 CAD$ Convertible Debenture.  Under the terms of the issue for the warrants under the June 4, 2010 U.S.$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003(U.S.).  Under the terms of the issue of the warrants under the June 4, 2010 CAD$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003(CAD).  Payment of the exercise price of the respective warrants was made by way of set off of debt owed by Beeston to the holder of the warrants.  In the case of the U.S.$ warrants, $8,002 (U.S.) of debt, and in the case of the CAD $ warrants, $7,670 (CAD) of debt.  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.  This Consulting Agreement will terminate on April 14, 2011.  Going Concern Consideration:  Our external auditors issued a going concern opinion on our December 31, 2010, audited financial statements that raises substantial doubt about our ability to continue as a going concern for the next 12  21      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 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, 2011, 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 during the first quarter ended March 31, 2011. 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.    22      PART II  OTHER INFORMATION  Item 6. Exhibits Exhibits:  Exhibit No.DocumentLocation3.1Articles of IncorporationPreviously Filed3.2Amendment to ArticlesPreviously Filed3.3BylawsPreviously Filed3.4Certificate of ChangePreviously Filed31Rule 13a-41(a)/15d-14(a) CertificatesIncluded32Section 1350 CertificationsIncluded       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 16 , 2011 _/s/ Michael Upham________________ Date MICHAEL UPHAM, PRESIDENT               23