~~U.S. SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2010~~2011

BEESTON ENTERPRISES LTD.

----------------------------

(Name of registrant as specified in its charter)


Nevada	005-80181	88-04360717
State or other jurisdiction of incorporation	Commission File Number	IRS Identification No.

1685 H Street, #219

Blaine, WA 98230-5110

(Address of principal executive offices)

Registrant’s telephone number: (877) 208-6141

Securities registered under Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Act:

Title of Class:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

[Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. [X] Yes [ ] No

[X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act.

[X] Yes

[ ] No

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ X] Yes [ ] No ~~(Not required by smaller reporting company)~~

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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,” “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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No

[The XAggregate ]market Novalue of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of June 30, 2011: $ 1,608,512

~~The Aggregate~~Number ~~market~~of ~~value~~shares of ~~the~~Common ~~voting~~Stock, ~~and~~$0.001 ~~non-voting~~par ~~common~~value ~~equity~~per ~~held~~share, ~~by non-affiliates~~of ~~computed by reference to~~ the ~~average~~registrant ~~bid~~outstanding ~~and asked price of such common equity~~ as of ~~June~~March 30, ~~2010~~2011: $ ~~293~~160,~~796~~851,241.

Number of shares of Common Stock, $0.001 par value per share, of the registrant outstanding as of December 31, 2010: 94,773,093.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated herein by reference.

TABLE OF CONTENTS

Item	Description
PART I
1	Business
1A	Risk Factors
1B	Unresolved Staff Comments
2	Property
3	Legal Proceedings
4	[Removed and Reserved]
PART II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6	Selected Financial Data
7	Management’s Discussion and Analysis of Financial Condition and Results of Operation
7A	Quantitative Qualitative Disclosures About Market Risk
8	Financial Statements and Supplementary Data
9	Changes in and Disagreement With Accountants on Accounting and Financial Disclosure
9A	Controls and Procedures
9B	Other Information
PART III
10	Directors, Executive Officers, and Corporate Governance
11	Executive Compensation
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13	Certain Relationships and Related Transactions, and Director Independence
14	Principal Accountant Fees and Services
PART IV
15	Exhibits, Financial Statement schedules
SIGNATURES

PART I.

ITEM 1. BUSINESS

Business Development

Beeston Enterprises Ltd. (“Beeston” or the “Company”) was incorporated on July 12, 1999, in the State of Nevada. Beeston has not been in bankruptcy or receivership proceedings, and has not undergone any material reclassification, merger or consolidation.

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.

Current Business

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 ten mineral claims, comprising over 4,826 hectares, known as the “Ruth Lake Property” located approximately 25 kilometres from Lac La Hache, British Columbia, Canada. We had owned a total of nineteen mineral claims in this area; however, we reduced our holdings in this area to the current ten mineral claims in October, 2010. Prior to this, 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 kilometres 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 have since terminated our option to purchase the Bluff Lake Property and are currently considering the acquisition of additional mineral properties.

Mineral exploration is best conducted where there are large areas of high mineral potential, where mineral rights can be obtained under terms which are reasonable and with long term certainty of title, and where political and tax regimes are known to be relatively favorable and stable. Accordingly, all of our interests in mineral properties are located within the Quesnel Trough, a well known geological belt containing an assemblage of volcanic sedimentary and intrusive rocks of Upper Jurassic age, which extends from Washington State north to central British Columbia. This belt is known for hosting skarn and porphyry copper and copper-gold deposits. Title to our interest in mineral claims, like all titles to mineral claims in British Columbia, are located and recorded by means of an on-line e-commerce system known as Mineral Title Online. This system allows mineral claims to be acquired or transferred using the Internet and results in a more accurate and secure interest in mineral claims. As for the mining industry in British Columbia, the province is currently experiencing a slowdown in mineral exploration. This decrease in mineral exploration is due to the current decline in the demand for mineral resources. However, as the demand for mineral resources begins to rise, mineral exploration in the province will again increase in response to such demand. The mining industry in Canada, and in particular the Province of British Columbia, is well established and respected, with an infrastructure capable of supporting all forms of mining activity from small scale prospecting to large scale mining operations, and a stable political environment which not only

supports the mining industry but ensures it is properly regulated in regard to such matters as health and safety and environmental concerns.

The mining industry as a whole is highly fragmented in that there are numerous prospectors, exploration companies and mine producers. We are a very small exploration stage company that would be considered a minor participant in the mining industry. We do not compete directly with anyone for the exploration of our interests in mineral properties as we hold all interest and/or rights to explore these properties. Readily available commodities markets exist in Canada and around the world for the sale of gold, copper and other minerals. Therefore, should our exploration and development ever progress to the level of a producing mine, we will likely be able to sell any minerals we are able to recover. This exploration program was to have involved further soil and rock sampling.

Our plan of operation, which is described in more detail under Item 7 herein, is to carry out exploration work on our mineral properties, either by carrying out our own exploration program or by participation in some form of joint venture or option arrangement with other entities involved in mineral exploration. All such exploration shall be for the purpose of determining whether the mining claims comprising our mineral property holdings contain any commercially viable mineral deposits of copper or gold. There can be no determination that any commercially viable mineral deposits exist on any of our mining claims until the appropriate exploration work has been performed.

There is no assurance that a commercially viable mineral deposit exists on any of the mineral properties in which we have an interest. Mineral property exploration is typically performed in phases. Commencing from the initial phase of exploration work, each subsequent phase of exploration work is recommended by a geologist based on the results of the last completed phase of exploration. Even if we complete exploration programs on our mineral properties and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling, geochemical, engineering and other studies before we will know if we have a commercially viable mineral deposit.

We carried out exploration on both the Bluff Lake and Ruth Lake Properties. Based on the results of our initial exploration programs, management, in consultation with our geologist, Mr. Warner Gruenwald, had decided to proceed further with its exploration on both of these properties. Phase two of the work program planned for the Bluff Lake Property was to have consisted of a $165,000 CAD exploration program involving trenching and drilling. We had intended to carry out this exploration program in late spring 2008. A smaller work program of approximately $35,000 CAD was also planned for the summer of 2008 on the Ruth Lake Property. This exploration program was to have involved further soil and rock sampling. However, we were unable to raise the necessary funds to cover the costs of these planned exploration programs. As a result, we were unable to complete our exploration program on the Bluff Lake Property and subsequently turned the exploration program over to Candorado and terminated our option to purchase from Candorado. We did not carry out any exploration program on the Ruth Lake Property in 2008, but have maintained our interest in these mineral claims by payment of the maintenance fees in cash in lieu of the conduct of exploration work. In an effort to carry out exploration on the numerous mining claims that comprise the Ruth Lake Property, we entered into option agreements with other exploration stage mining companies which cover a large portion of these mining claims. The particulars of these various option agreements are set forth under Item 2. Properties. It is our intent to raise the funds necessary to continue our exploration of the Ruth Lake Property, as well as to acquire additional mineral properties for the purpose of conducting exploration for gold deposits.

ITEM 1A. RISK FACTORS

No applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

On September 12, 2006, we entered into an agreement (the “Mineral Claim Purchase Agreement”) with Candorado Operating Company Ltd. (“Candorado”), an unrelated third party, pursuant to which we acquired a 100% interest in 19 mineral claims, totaling in excess of 9,200 hectares, upon the payment of the purchase price of $50,000 CAD on September 15, 2006. Under the terms of the agreement we are required to pay a royalty to Candorado of 2% of “net smelter returns”, as that term is defined in the Mineral Claim Purchase Agreement, on any production from the Ruth Lake Property. In the event that we did not maintain any of the mineral claims comprising the Ruth Lake Property in good standing with the Mineral Titles Branch in British Columbia, Canada for a period of one year from each anniversary date of the purchase of the claims, by either carrying out the minimum required assessment work or paying the prescribed assessment fee in lieu of performing assessment work for each such claim, Candorado could have paid the assessment fee within 30 days of the date required for such payment. We would have then have had the option of either reimbursing Candorado for the assessment fees paid to maintain any of the mineral claims comprising the Ruth Lake Property and retaining ownership of these mineral claims, or abandoning the mineral claims and transferring ownership thereof back to Candorado. These mining claims were not being maintained for a period of at least one year in advance of the anniversary date of purchase, and Candorado has not exercised its right to pay the maintenance fees and take them over. As a result of such waiver, the Company is no longer required to keep these mining claims in good standing for at least one year, and has no further obligation to Candorado, other than the original royalty interest.

Subsequent to the acquisition of the Ruth Lake Property, we entered into an agreement (the “Option Agreement”) with Candorado dated December 15, 2006. Under the terms of this Option Agreement, we had the right to acquire up to a 60% interest in three mineral claims, comprising approximately 1,550 hectares, currently owned by Candorado. These three mineral claims are known as the “Bluff Lake Property” and are located approximately 8 kilometers to the North West of our Ruth Lake Property. We paid $5,000 CAD to Candorado at the time of signing the Option Agreement and could have acquired a 50% interest in the Bluff Lake Property by paying $45,000 CAD to Candorado on or before January 31, 2007, and by carrying out a $200,000 CAD exploration program thereon by December 15, 2007. We could have acquired a further 10% interest in the Bluff Lake Property by carrying out an additional $250,000 CAD exploration program thereon by December 15, 2008. In the event we acquired an interest in the Bluff Lake Property, we further agreed with Candorado that at the request of either party, both parties would negotiate a joint venture agreement for the further exploration and development of the Bluff Lake Property. We could terminate the Option Agreement upon giving thirty (30) days notice to Candorado. Candorado could also terminate the Option Agreement by giving us notice of failure on our part to pay any amount when due or perform any exploration program within the time provided under the Option Agreement and such failure continued for thirty (30) days after such notice.

Due to labor and equipment shortages in the industry in 2007, we were limited to completing phase one of the two phased exploration work program of approximately $200,000 CAD that was planned for the Bluff Lake Property. As a result, pursuant to the terms of the Mineral Claim Purchase Agreement, we obtained an extension of the time period to complete the required $200,000 CAD exploration program to June 30, 2008. This extension of the time period was formalized under an agreement (the “Amending Agreement”) entered into by the Company and Candorado on October 29, 2007.

Based on the results from phase one of the exploration program, a $165,000 CAD work program was planned as phase two of the exploration program. Phase two of the exploration program was commenced in June, 2008, and involved road construction, diamond drilling and in-fill soil sampling. However, due to labor shortages in the industry, we were unable to complete all of phase two of the exploration program within the extended time period and we were granted a further extension of the time period in which to complete the balance of phase two of the exploration program by Candorado to September 30, 2008. This latter extension was set forth in an agreement dated June 29, 2008, further amending the Option Agreement between the Company and Candorado. The majority of phase two of the exploration program had been completed; however, completion of the exploration work was suspended due to a lack of funding.

Despite its best efforts, the Company was unable to raise the necessary funds to complete phase two of its exploration program on the Bluff Lake Property within the extended time period. As a result, pursuant to an agreement dated October 3, 2008, the Company agreed to terminate its Option Agreement (as amended) with Candorado and its right thereunder to acquire various interests in the Bluff Lake Property and Candorado agreed to assume all responsibility and liability for phase two of the Company’s exploration program on the Bluff Lake Property.

On January 18, 2007, Beeston entered into an agreement (the “Kranti Option Agreement”) with Kranti Resources, Inc., (“Kranti”) a start up mining company, whereby we granted Kranti an option to acquire one of the mining claims that comprise the Ruth Lake Property. Kranti could acquire the mining claims by payment to Beeston of $20,000 U.S. at the time of entering into the Option Agreement plus carrying out an exploration program of $175,000 CAD over a period of four years. In the event that Kranti acquired the mineral claim, it would be required, upon it selling any minerals from the mineral claim, to pay a royalty of 2% of “net smelter returns”, as that term is defined in the Kranti Option Agreement, to Candorado (as a prior owner), which can be paid out for $1,000,000 CAD, and a further royalty of 2% of net smelter returns to Beeston, which can be paid out for $2,000,000 CAD. Kranti would also be responsible for maintaining the mineral claim in good standing during the currency of the Kranti Option Agreement. Kranti could terminate the Kranti Option Agreement upon thirty days notice and Beeston, upon notice of default of any obligations by Kranti, could terminate the Kranti Option Agreement if such default continued for thirty days.

Again, 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 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 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. We anticipated that Kranti would be able to meet these exploration requirements within the extended time periods. However, 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.

On September 24, 2009, the Company entered into an agreement (the “USA Option Agreement”) with USA Uranium Corp. (“USA Uranium”) under which the Company granted USA Uranium an option to acquire an undivided 50% interest in nine mineral claims that are part of the Company’s Ruth Lake Property, which mineral claims total in excess of 4,300 hectares, in consideration of the issuance of 37,000,000 common shares of USA Uranium to the Company. These mineral claims are subject to a two percent net smelter royalty which can be paid out for the sum of $1,000,000(CDN). USA Uranium can earn an undivided 50% interest in these mineral claims by carrying out a $50,000 (CDN) exploration and development program on these mineral claims on or before September 24, 2010, plus an additional $250,000 (CDN) exploration and development program on these mineral claims on or before September 25, 2011. In the event that USA Uranium acquires an interest in these mineral claims, the Company and USA Uranium have further agreed, at the request of either party, to negotiate a joint venture agreement for the further exploration and development of these mineral claims.

As part of the agreement between the Company and USA Uranium, on September 24, 2009, the Company entered into an agreement with Brian Smith, a shareholder of the Company, under which Mr. Smith agreed, inter alia, to subordinate, and upon USA Uranium acquiring an undivided 50% interest in the Claims, to release his right to a first floating charge over the assets of the Company granted under the two convertible debentures previously issued to Mr. Smith by the Company as it relates to the undivided 50% interest in the Claims to be acquired by USA Uranium. In consideration of Mr. Smith agreeing, inter alia, to the subordination and release of his right to a first floating charge as aforesaid, the Company agreed to amend the provisions of the two convertible debentures issued to Mr. Smith by the Company by reducing the share conversion and share purchase warrant prices and increasing the number of share purchase warrants provided thereunder. In the case of the convertible debenture issued for US dollars, 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 convertible debenture issued for CND dollars, 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 September 25, 2009, the Company entered into an agreement (the “Mariposa Option Agreement”) with Mariposa Resources, Ltd (“Mariposa”) under which the Company granted Mariposa an option to acquire an undivided 50% interest in eight mineral claims that are part of

the Company’s Ruth Lake Property, which mineral claims total in excess of 3,900 hectares. Mariposa can earn an undivided 50% interest in these mineral claims by the issuance of 1,000,000 common shares of Mariposa to the Company within six months of the date of signing of the agreement, the completion of a $50,000 (CDN) exploration and development program on these mineral claims on or before September 25, 2010, plus an additional $200,000 (CDN) exploration and development program on these mineral claims on or before September 25, 2011. In the event that Mariposa acquires an interest in these mineral claims, the Company and Mariposa have further agreed, at the request of either party, to negotiate a joint venture agreement for further exploration and development of these mineral claims. These mineral claims are subject to a two percent net smelter royalty, which can be paid out for the sum of $1,000,000 (CDN).

As part of the agreement between the Company and Mariposa, on September 24, 2009, the Company entered into an agreement with Brian Smith, a shareholder of the Company, under which Mr. Smith agreed, inter alia, to subordinate, and upon Mariposa acquiring an undivided 50% interest in the Claims, to release, his right to a first floating charge over the assets of the Company granted under the two convertible debentures previously issued to Mr. Smith by the Company as it relates to the undivided 50% interest in the Claims to be acquired by Mariposa. In consideration of Mr. Smith agreeing, inter alia, to the subordination and release of his right to a first floating charge as aforesaid, the Company agreed to amend the provisions of the two convertible debentures issued to Mr. Smith by the Company by reducing the share conversion and share purchase warrant prices and increasing the number of share purchase warrants provided thereunder. In the case of the convertible debenture issued for US dollars, 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 convertible debenture issued for CND dollars, 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 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 another agreement with Mariposa on June 24, 2010, under which Beeston granted Mariposa a further extension for the payment of shares of its common stock and for the completion of its initial exploration and development as required under the option agreement with Beeston until December 31, 2010, in consideration for an increase in the number of shares payable thereunder. On November 3, 2010, due to the failure of Lithium (“Mariposa”) to maintain the mining claims under option, they 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”), which subsidiary was incorporated solely for the change of name. As of December 31, 2010 Lithium (formerly “Mariposa”) was in default of payment of a total of 1,500,000 shares of its common stock and of its obligation to perform $100,000 CND of exploration and development work on the optioned mining claims as part payment of the option exercise price and is indebted to Beeston in the amount of $22,851 (CAD) related to the mining claim maintenance fees and re-claiming fees paid by Beeston on behalf of Lithium (formerly “Mariposa). Lithium (formerly “Mariposa”) has since terminated its option agreement with Beeston, by notice dated February 14, 2011. The Company is currently pursuing Lithium (formerly “Mariposa”) in regard to these outstanding debts, the loss of four mining claims and the ongoing maintenance requirements for the reclaimed mining claims.

On September 24, 2010, USA Uranium was in default of its exploration work requirement under its option agreement with Beeston. Subsequent to the default, the Company entered in discussions with USA Uranium 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, USA Uranium was willing to undertake or provide as a result thereof. On October 26, 2010 the Company and USA Uranium entered into an agreement pursuant to which the parties agreed to the issue of shares of the common stock of USA Uranium to Beeston in satisfaction and settlement of the default and the outstanding debt. USA Uranium 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 from nine claims to four claims in consideration of USA Uranium agreeing to issue 75,000,000 common shares to Beeston. On November 2, 2010, USA Uranium 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 CDN which amount is due and owing to Beeston by USA Uranium.

In Canada, all lands and minerals initially rest in the Federal and Provincial Governments in the name of Her Majesty, and the rights to the lands and minerals have been acquired by private individuals under Crown Grants. Early in the history of Canada the practice of reserving the minerals from the Crown Grants of land became an established practice and eventually this practice became law under legislation. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown Grants. Under the Canadian Constitution, minerals located within a province vest in that province. In the case of our interests in mineral properties, that is the Province of British Columbia.

In British Columbia, most of the minerals are owned by the Province. Rights to explore and develop these minerals are obtained as a form of tenure issued by the Province of British Columbia, which is recorded in the Mineral Titles Office as a mineral claim. Mineral claims are defined as a “chattel” under the Mineral Tenure Act of British Columbia and are not an interest in land, but rather, only carry with them the right to enter upon the mineral claim land for the purpose of exploration for minerals and developing any minerals found thereon up to the point of a producing mine.

At such time as the exploration and development carried out upon a mineral claim has progressed to the stage of a mineable mineral deposit, the mineral claim holder can apply to the Miners Titles Office for the grant of a lease of the property comprising the area of the mineral deposit find. Mineral leases can be up to a 30 year term, and are renewable. A mining lease increases the mineral claim holders rights in the land contained in the mineral claim and is considered an interest in the land.

The mineral claims comprising our Ruth Lake Property have been located and recorded pursuant to the Mineral Tenure Act of the Province of British Columbia. As the owner of the mineral claims comprising the Ruth Lake Property, we and our optionees have the right to explore and develop these mineral claims and recover all of the minerals contained within the surface boundaries of these properties and continuing vertically downward.

Under the Mineral Tenure Act, mineral claims can only be located and recorded by residents of Canada. In order to comply with that requirement, we could either have the title to our mineral properties held “in trust” for us by one of our directors or officers residing in British Columbia,

or we could create a wholly owned subsidiary company in British Columbia to be the registered owner of our mineral properties. To avoid the cost of creating and maintaining a wholly owned subsidiary company, we have chosen to register the claims comprising the Ruth Lake Property in the name of our President, who holds them in trust for us. In the event we find that a commercially viable mineral deposit on any of our mineral claims, we will form a wholly owned subsidiary company in British Columbia, and our President will transfer registered title to such wholly owned subsidiary company.

The Ruth Lake Property is located approximately 25 kilometers east of the Town of Lac La Hache or approximately 60 kilometers north-east of the Town of 100 Mile House. The area can be reached via the Forest Grave/Canim Lake Road just to the north of 100 Mile House or by a network of logging roads and tracks which extend east of Lac La Hache. From the Canim Lake Road, 500 Road branches to the north 7 kilometers to the south of Ruth Lake Park and passes through the east centre of the claims and from this road a network of logging roads accesses most of the property.

The Ruth Lake Property is situated within the geological Quesnel Terrane, also known as the Quesnel Trough. This geological area hosts the Mount Polley, Mount Milligan and Lorraine alkalic copper gold deposits to the north of our properties and the Rayfield River, Afton-Ajax and Copper Mountain mineral deposits to the south. The GWR Resources Inc. Lac La Hache property is within approximately 5 kilometers to the west of our Ruth Lake Property.

All of the mineral claims comprising the Ruth Lake Property are unencumbered. There are no native land claims that affect title to our various interests in mineral claims. There is no insurance covering any of our properties and we believe that no insurance is necessary since the mining properties are unimproved and contain no buildings or plant and equipment and our office equipment is of marginal value.

Beeston does not have any investments or interests in any real estate. Beeston also does not invest in real estate mortgages, nor does Beeston invest in securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

ITEM 4.

[REMOVED AND RESERVED]

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s common stock trades on the OTC Bulletin Board under the symbol BESE. The following table shows the high and low market prices for each quarter for the past three years.

Quarter Ending	High	Low
12/31/2010	$0.0065	$0.0027
09/30/2010	$0.0065	$0.0017
06/30/2010	$0.0065	$0.025
03/31/2010	$0.008	$0.006
12/31/2009	$0.02	$0.01
09/30/2009	$0.02	$0.01

06/30/2009	$0.05	$0.02
03/31/2009	$0.06	$0.02
12/31/2008	$0.01	$0.015
09/30/2008	$0.17	$0.05
06/30/2008	$0.19	$0.17
03/31/2008	$0.40	$0.10

At the present time, there are no assets available for the payment of dividends. The Company does not anticipate paying any dividends in the next twelve months.

The Articles of Incorporation currently authorize the issuance of 500,000,000 shares of common stock, with a par value of $0.001. The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of the Company available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or sinking funds applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights: (a) cumulative or special voting rights; (b) preemptive rights to purchase in new issues of Shares; (c) preference as to dividends or interest; (d) preference upon liquidation; or (e) any other special rights or preferences. In addition, the Shares are not convertible into any other security. There are no restrictions on dividends under any loans, other financing arrangements or otherwise. See a copy of the Articles of Incorporation, and any amendment thereto, and Bylaws of the Company, attached as Exhibits to the Company’s previously filed SB-2. As of December 31, 2010, the Company had 94,773,093 shares of common stock outstanding.

Non-Cumulative Voting.

The holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining Shares will not be able to elect any of the Company's directors.

Share Purchase Warrants

At December 31, 2010, 42,225,667 share purchase warrants, having a share purchase price of $0.003(U.S.), were outstanding under a convertible debenture issued on April 9, 2009 and 41,700,000 share purchase warrants, having a share purchase price of $0.003(CAD), were outstanding under a convertible debenture also issued on April 9, 2009. In addition, 22,100,000 share purchase warrants, having a share purchase price of $0.003(U.S.), were outstanding under a convertible debenture issued on June 4, 2010 and 16,000,000 share purchase warrants, having a share purchase price of $0.003(CAD), were outstanding under a convertible debenture also issued on June 4, 2010. No share purchase warrants were exercised as of December 31, 2010. See Item 7 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations for details.

Share Purchase Option

On April 9, 2010, all of the debt of $126,677(U.S.) under a convertible debenture issued on April 9, 2009 (“U.S.$ Debenture”) was converted into common stock of the Company at a conversion rate of $0.0075(U.S.) per share, at the option of the holder of the convertible debenture. The

Company, at its option, also converted all of the interest payable under this convertible debenture into common stock of the Company at the same conversion rate as for this debt. In addition, on April 9, 2010, all of the debt of $125,100(CAD) under a convertible debenture issued on April 9, 2009 (“CAD$ Debenture”) was converted into common stock of the Company at a conversion rate of $0.008(CAD) per share, at the option of the holder of the convertible debenture. The Company, at its option, also converted all of the interest payable under this convertible debenture at the same conversion rate as for this debt. See Item 7 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations for details.

At December 31, 2010, all or part of the debt of $66,300(U.S.) under a convertible debenture issued on June 4, 2010 (“U.S.$ Second Debenture”)can be converted into common stock of the Company at a conversion rate of $0.003(U.S.) per share, at the option of the holder of the convertible debenture, and the Company can, at its option, convert all or part of the interest payable under this convertible debenture into common stock of the Company at the same conversion rate as for this debt. In addition, all or part of the debt of $48,000(CAD) under a convertible debenture issued on June 4, 2010 (“CAD$ Second Debenture”) can be converted into common stock of the Company at a conversion rate of $0.003(CAD) per share, at the option of the holder of the convertible debenture, and the Company can, at its option, convert all or part of the interest payable under this convertible debenture at the same conversion rate as for this debt. No share conversion options were exercised as of December 31, 2010. See Item 7 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations for details.

Dividends.

The Company does not currently intend to pay cash dividends. The Company's proposed dividend policy is to make distributions of its revenues to its stockholders when the Company's Board of Directors deems such distributions appropriate. Because the Company does not intend to make cash distributions, potential shareholders would need to sell their shares to realize a return on their investment. There can be no assurances of the projected values of the shares, nor can there be any guarantees of the success of the Company. A distribution of revenues will be made only when, in the judgment of the Company's Board of Directors, it is in the best interest of the Company's stockholders to do so. The Board of Directors will review, among other things, the investment quality and marketability of the securities considered for distribution; the impact of a distribution of securities on its customers, joint venture associates, management contracts, other investors, financial institutions, and the company's internal management, plus the tax consequences and the market effects of an initial or broader distribution of such securities.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section includes a number of forward looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Beeston is an exploration stage company with limited operations, limited revenue, limited financial backing and few assets, which consist mainly of mineral properties that for the most part have had limited exploration to date. Our initial plan of operation was to build a business providing medical diagnostic imaging services for individuals in Western Canada. Our customers would have been individuals who were prepared to pay for the services they receive, as well as individual clients of the provincial medical insurance providers, workers’ compensation boards, auto insurance carriers and specialty insurance providers. We believed at the time that there was an opportunity to provide these services through private clinics that would supplement those being provided by a government funded and administered health service that was constantly operating under pressure to provide such services on a timely basis. Despite our efforts in this regard, we were unable to implement this business plan. We have also undergone management changes. A number of our original directors and officers are no longer with the Company, and we are currently endeavoring to replace some of the personnel. As part of this reorganization, the Board of Directors decided to explore opportunities in areas other than those contained in the original business plan.

We believed that the growing demand for the production of natural resources presents an area of opportunity for developing companies. Accordingly, in September, 2006, we acquired a large tract of mineral claims located in the Province of British Columbia, Canada, referred to collectively as the “Ruth Lake Property”, for the purpose of carrying out exploration and development on this mineral property. There is no guarantee of locating a deposit of some mineral product that could result in a producing mine. However, we are of the opinion that the location of the mining property is such as to warrant its acquisition and for us to undertake a program of exploration on the mineral property.

In our pursuit of other mining properties of interest in the same area as our current mineral claim holdings, we were able to enter into another agreement 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 then require participation of the other party in the further exploration and development of the optioned mineral claims pursuant to a joint venture. The Option Agreement relating to option of the Bluff Lake Property and the Mineral Claim Purchase Agreement for the acquisition of the Ruth Lake Property, are described in more detail in Item 2 Properties.

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.

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 to conduct 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 need to retain the services of various professionals and technicians in the mining industry to provide such expertise. Accordingly, we have, and will continue to, retain the services of geologists and engineers to advise and assist us in the exploration of our acquired interest in mineral claims.

In 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 have been made available to us. Based on the exploration work previously carried out on the optioned mineral claims, our management believed that these mineral claims were of sufficient merit to warrant a more advanced work program of exploration.

The mining industry in British Columbia is well regulated. We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada, generally, and in British Columbia specifically. The early stages of exploration can generally be carried out without any permitting or notification to any government body or agency as it is deemed “low-disturbance/low-impact” by the British Columbia Department of Energy, Mines and Petroleum Resources (“BCDM”). In the more advanced stages of exploration involving mechanized trenching or diamond drilling – a Plan of Operation will need to be filed with the BCDM. This plan will detail the extent, location and amount of surface disturbance for the trenching and/or drilling. A bond will also have to be obtained in the amount of the cost of reclaiming the anticipated surface disturbance. Usually the reclamation process entails filling in and smoothing the surface of trenching sites, clean up and removal of any work material, and seeding native grass/plants at the sites of any disturbance. We were required to make a $2,500 CAD security deposit under the permit we applied for and obtained in regard to the exploration work planned for the phase two of our exploration program on the Bluff Lake Property. In the event any trees larger than six inches in diameter need to be cut down, a permit will also have to be obtained from the British Columbia Ministry of Forests. The cost of obtaining the BCDM or Forestry permits is nominal (less than $100 CAD). The bond required by the BCMD is returned (with interest) upon proper clean up of the exploration site. In the event that a mineral exploration program should evolve to the point where its purpose is the determination of the existence of a commercially viable mineral deposit, various other government acts, regulation and rules come into effect. None of the exploration programs carried out on our properties to date have 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 recently completed over the area where these properties are located under a partnership program involving a number of the exploration companies having mineral properties in the area, Geological Survey of Canada and Geoscience B.C. The results of this survey have been given to the participating exploration companies and were released to the general public in April, 2007. The survey results for the Bluff Lake Property were previously made available to us by Candorado, who was one of the participating exploration companies.

A preliminary review of the survey results showed several potassium anomalies, which could be indicative of potassium alteration. On the southern portion of the Bluff Lake Property, fracture controlled potassic alteration and copper mineralization had also been noted. Other copper showings existed elsewhere on the property. Previous mineral explorations in this area had also delineated areas of anomalous copper in soils in the property. However, no significant amount of drilling had been done. We retained the services of Warner Gruenwald, P. Geo. to provide us with an interpretation of the existing geological information on the Bluff Lake Property and recommendations for further exploration of the property. To assist him in this matter, Mr. Rob Shives, formerly the head of the Radiation Division of the Geological Survey of Canada, was retained to conduct a detailed review of the airborne geophysical survey and existing ground data. Mr. Shives’ review defined eight target areas for ground work.

Based on the information provided by Mr. Shives, Mr. Gruenwald developed a two phased $200,000 exploration program. Phase one of the exploration program entailed reconnaissance grids and sampling on the targets identified by Mr. Shives as well as some general prospecting, rock sampling and Mapping. The cost of phase one of the exploration program was $44,641 CAD. Sampling of one target area southeast of Bluff Lake yielded an east-southeast trending cooper-in-soil anomaly nearly 500 metres long and at least 150 metres wide. This anomaly appeared to be open to the east and west and coincides with a zone of weathered monzonitic intrusive rocks that differ markedly from the intrusive rocks elsewhere on the property.

Due to labor and equipment shortages in the industry, we were limited to completing phase one of our exploration program in 2007. Under the terms of our Mineral Claim Purchase Agreement with Candorado, we were granted an extension of the time period in which to complete a total of $200,000 CAD in exploration expenditures on the Bluff Property to June 30, 2008. This latter extension was set forth in an agreement dated October 29, 2007, amending the Option Agreement between the Company and Candorado.

Based on the results from phase one of the exploration program, a $165,000 CAD work program was planned as phase two of the exploration program to test the cooper anomaly. Phase two of the exploration program was commenced in June, 2008, and involved road construction, diamond drilling and in-fill soil sampling. However, we were unable to complete all of phase two of the exploration program within the extended time period and we were granted a further extension of the time period in which to complete the balance of phase two of the exploration program by Candorado to September 30, 2008. This latter extension was set forth in an agreement dated June 29, 2008, further amending the Option Agreement between the Company and Candorado. The majority of phase two of the exploration program was completed; however, completion of the exploration work was suspended due to a lack of funding. Despite its best efforts, the Company was unable to raise the necessary funds to complete phase two of its exploration program on the Bluff Lake Property within the extended time period. As a result, pursuant to an agreement dated October 3, 2008, the Company agreed to terminate its Option Agreement (as amended) with Candorado and its right thereunder to acquire various interests in the Bluff Lake Property and Candorado agreed to assume all responsibility and liability for phase two of the Company’s exploration program on the Bluff Lake Property.

The Ruth Lake Property has not received as much exploration as the Bluff Lake Property. What prior exploration has taken place on or near this property has provided indications that the area has the potential to host a copper-gold deposit or a molybdenite deposit. Prior to retaining the services of Mr. Gruenwald, we had Mr. Marvin Mitchell, P. Eng., prepare a preliminary report on the Ruth Lake Property to provide us with a basis for further exploration of this large tract of mineral claims. As a result of the limited amount of exploration work preformed in this area, Mr. Mitchell recommended an initial exploration program of approximately $50,000 CAD

involving the taking of soil geochemical samples on a regional grid with fill in samples where indicated by anomalous values. These samples would then be assayed for various elements and the results would provide a basis for a more concentrated exploration program within the property.

Following the release of the previously mentioned airborne radiometric and magnetic geophysical survey of the Ruth Lake Property, Mr. Shives was also retained to conduct a detailed review of the newly acquired airborne geophysical data for the property. The geophysical review identified five target areas worthy of investigation for alkalic cooper-gold porphyry deposits. Each target area was then explored by geochemical soil sampling and prospecting under the supervision of Mr. Gruenwald. Anomalous cooper-in-soil was detected near the edge of one target area and cooper mineralization was sighted along a newly constructed logging road near this area. In addition to the results of the exploration program, historic assessment reports relating to the southern part of the property reported sporadic molybdenite-in-soil geochemical anomalies over a north-south length of 750 metres. Molybdenite and small amounts of chalcopyrite were described as disseminations and fracture fillings in altered, silicified and locally quartz veined granite float and bedrock. While some drilling was performed, there are no records of results. Based on the results of our initial exploration program and the historic data on the property, a $35,000 CAD exploration program was planned for the Ruth Lake Property for the summer of 2008. However, due to a lack of funding, this exploration program was initially postponed until the following year. As a result of the optioning of most of the Ruth Lake Property in 2009, exploration by the Company on the Ruth Lake Property has now been postponed pending the outcome of any exploration carried out on the Ruth Lake Property under these option agreements.

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. We have filed assessment reports based on the exploration work we carried out on our mineral properties in 2007. The cost of these exploration programs covered the annual assessment fees for all of our interest in mineral properties. To date we have filed assessment work of $48,230 CAD on the Ruth Lake Property. Kranti has paid cash of $1,914 CAD in lieu of filing assessment work plus filed a further $26,075 CAD in assessment work on our optioned mineral claim.

Since the delay in commencing our work program planned for the Ruth Lake Property for 2008, we have maintained our interest in this property to date by paying the monthly cash in lieu of exploration and development work required to keep the property in good standing. As a result of our optioning most of the mineral claims comprising the Ruth Lake Property to two junior mining companies in September, 2009, the optionees under these two option agreements are now responsible for maintaining these mining claims in good standing. To the extent required, it is our intention to continue to make the monthly maintenance payments for any mineral claim that is not part of the two option agreements.

In order to cover the maintenance costs for the Ruth Lake Property plus general operating expenses, we will require funding of approximately $75,000 CAD for the next twelve month period. We are also continuing our efforts to acquire additional mining properties or the right to acquire an interest in additional mining properties. We also hope to raise an additional $225,000 CAD to facilitate the acquisition of additional mining properties or an interest in such other mining properties and the exploration and development of such acquisitions or interest in mining properties. We intend to raise the required funds by means of the sale of securities currently held by the Company, upon these securities becoming tradable, as well as by debt and/or equity funding.

From time to time, our officers and directors have loaned us the funds necessary to acquire our interests in the mineral properties and to cover our ongoing operating expenses. One of our shareholders, Brian Smith, has provided funding to Beeston in the form of various non-interest demand loans. However, interest on these loans has been imputed at the rate of 6% per annum and is reported in our financial statements as additions to interest expense and contributed capital. In consideration of Mr. Smith deferring payment of his various outstanding loans to the Company, on April 9, 2009, the Company issued two convertible debentures to Mr. Smith to secure payment of these loans as well as other funds previously paid on behalf of the Company by Mr. Smith. One convertible debenture is for $126,677.00 (U.S.) (the “U.S.$ Debenture”) and the other is for $125,100.00 (CAD) (the “CAD$ Debenture”). The term of each of the debentures is three (3) years and each debenture earns interest at 12% per annum, calculated and payable annually. The debt under each of the debentures is secured by a first “floating charge” over the undertaking and all property and assets of the Company.

Each of the debentures permits the holder, at his option, during the terms of the debentures, to convert all or part of the debt represented by the debentures into common stock of the Company at a conversion rate of $0.02(U.S.) per share for the U.S.$ Debenture, and at a conversion rate of $0.025(CAD) per share for the CAD$ Debenture. The Company is also permitted, at its option, to pay any accrued interest under either debenture in the form of common stock, also at the same conversion rates that are permitted for the holder of the respective debentures.

In further consideration for Mr. Smith entering into the debenture agreements, the Company attached share purchase warrants to each of the debentures. There are 6,333,850 share purchase warrants attached to the U.S.$ Debenture and 5,004,000 share purchase warrants attached to the CAD$ Debenture. These share purchase warrants grant the holder, over the term of the debentures, the right to purchase one share of common stock of the Company for each share purchase warrant at a purchase price of $0.02(U.S.) per share under the U.S.$ Debenture and at a purchase price of $0.025(CAD) per share under the CAD$ Debenture. To date, no debt has been converted to shares and no warrants have been exercised under either of these debentures.

On September 24, 2009, Beeston entered into an agreement with Mr. Smith amending both the US$ Debenture and the CAD$ Debenture issued to Mr. Smith. In consideration of Mr. Smith agreeing, inter alia, to the subordination and release of his right to a first floating charge over the mineral claims optioned to each of USA Uranium and Mariposa, respectively, upon either such company acquiring a fifty percent in and to their respective optioned mineral claims, the Company agreed to amend the provisions of the two convertible debentures issued to Mr. Smith by the Company by reducing the share conversion and share purchase warrant prices and increasing the number of share purchase warrants provided thereunder. In the case of the US$ Debenture, the share conversion and share purchase warrant prices were reduced from $0.02(US) to $0.0075(US) and the number of share purchase warrants were increased from 6,333,850 to 16,890,267, and in the case of the CAD$ Debenture, the share conversion and share purchase warrant prices were reduce from $0.025(CND) to $0.008(CND) and the number of share

purchase warrants were increased from 5,004,000 to 15,637,500. The September 24, 2009 transaction increasing the number of warrants was considered a substantial modification of the debt agreement and accordingly a loss of extinguishment of debt of $344,026 was recorded.

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. None of the warrants have been converted into common shares.

Since the issue of the debentures on April 9, 2009, 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 $66,300 (U.S.) (the “Second U.S.$ Debenture”) and the other is for $48,000 (CAD) (the “Second CAD$ 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 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.

Mr. Smith has since provided the Company with additional funding not secured by debentures, in the form of various non-interest demand loans as well as other advances of money, in the amount of $9,415 as of December 31, 2010. We have no agreement with any of our officers and directors for the provision of additional funding.

In our efforts to further the exploration and development of our large tract of acquired mineral claims, we have continuously reviewed the possibility of participating in some form of joint venture or option arrangement with other entities on a portion of our mineral claim holdings. As of this date, we have managed to option out a large portion of the numerous mineral claims that comprise the Ruth Lake Property. The optioning of these mineral claims has not only provided for the maintenance and the further exploration and development of these mineral claims, but in some cases, has also provided us with operating funds in the form of cash, and in other cases, has provided us with a potential source of operating funds in the form of securities issued to Beeston by the optioning companies.

In January, 2007, Beeston entered into an agreement with Kranti, under which we granted that company an option to acquire a mineral claim comprising part of the Ruth Lake Property from by the payment of cash and the performance of a series of work programs over a period of four years. Upon acquisition of the mineral claim by Kranti, it will be required to pay a certain royalty to Beeston and the prior owner of the mineral claims based on a percentage of any net smelter returns derived from the mineral claim. Kranti is also required to keep the mineral claim in good standing during the option period. The Kranti Option Agreement is described in more detail in Item 2 Properties.

In September, 2009, the Company entered into separate agreements with USA Uranium and Lithium (formerly “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 of common shares to Beeston and the performance of exploration work upon their respective optioned claims over a two year period. Upon either company acquiring a fifty percent (50%) interest in their respective optioned mineral claims, either it 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 Lithium (formerly “Mariposa”) will each be responsible for maintaining their respective optioned mineral claims in good standing. To the extent that either USA Uranium or Lithium (formerly “Mariposa”) fail to maintain these optioned mineral claims in good standing, under the terms of the aforesaid option agreements, Beeston can pay the appropriate mineral claims maintenance fees required to keep these optioned mineral claims in good standing and such payments will be deemed to be loans made by Beeston

to either USA Uranium or Lithium (formerly “Mariposa”), as the case may be, which loans are to be repayable immediately.

In October, 2010, the Company re-negotiated its option agreement with USA Uranium. Under the terms of the amended option agreement, Beeston agreed to accept common shares in the stock of USA Uranium in settlement of the debt due at that time and for the exploration work required to be performed during the first year of the option agreement. USA Uranium also agreed to issue shares to Beeston in consideration of Beeston agreeing to release USA Uranium of its obligations under the option agreement in relation to five of the nine mining claims that had been optioned to USA Uranium by Beeston. See Item 2. Properties for more details.

On November 3, 2010, Lithium (formerly “Mariposa”) failed to maintain the eight mining claims under option to it by Beeston and they were allowed to lapse. Beeston was subsequently able to re-claim four of the eight mining claims. On December 31, 2010 Lithium (formerly “Mariposa”) was in default of the requirements to issue 1,500,000 shares of it common stock to Beeston and to perform $100,000(CAD) in exploration work on the optioned claims. Lithium (formerly “Mariposa”) has since terminated its option agreement with Beeston, by notice dated February 14, 2011. Beeston is currently in discussions with Lithium (formerly “Mariposa”) regarding these outstanding debts, the loss of four mining claims and the ongoing maintenance requirements for the reclaimed mining claims.

As of December 31, 2010, USA Uranium and Mariposa are indebted to the Company in the amounts of $1,064(CAD) and, $22,851(CAD), respectively, in regard to maintenance fees paid by Beeston and the related re-claiming costs incurred by Beeston for the mining claims that were allowed to lapse and subsequently re-claimed by Beeston. The USA Option Agreement and the Mariposa Option Agreement are described in more detail in Item 2. Properties.

Our current facilities will be sufficient for our current operations up until the time Beeston is able to establish a mining operation.

On April 7, 2009, the Company increased its authorized capital stock from a single class of 100,000,000 shares of common stock, par value $0.001, to a single class of 500,000,000 shares of common stock, par value $0.001. There was no concurrent increase in the issued and outstanding shares of the Company. This increase of its authorized capital stock will facilitate the Company’s ability to pursue additional equity funding in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS

Included herewith are the following financial statements:

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2010 and 2009

~~Statements of~~TABLE ~~Operations~~OF ~~for the Years Ended December 31, 2010~~CONTENTS

and 2009 (with cumulative totals since Inception, July 12, 1999)


*Item*	*Description*
PART I
1	Business
1A	Risk Factors
1B	Unresolved Staff Comments
2	Property
3	Legal Proceedings
4	Mine Safety Disclosures

PART II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6	Selected Financial Data
7	Management’s Discussion and Analysis of Financial Condition and Results of Operation
7A	Quantitative Qualitative Disclosures About Market Risk
8	Financial Statements and Supplementary Data
9	Changes in and Disagreement With Accountants on Accounting and Financial Disclosure
9A	Controls and Procedures
9B	Other Information

PART III
10	Directors, Executive Officers, and Corporate Governance
11	Executive Compensation
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13	Certain Relationships and Related Transactions, and Director Independence
14	Principal Accountant Fees and Services
PART IV
15	Exhibits, Financial Statement schedules
SIGNATURES

~~Statement of~~PART ~~Changes in Stockholders’ Equity (Deficit)~~I

~~From July~~ITEM ~~12,~~1. ~~1999 (Inception) to December 31, 2010~~BUSINESS

4 Forward Looking Statements

~~Statements~~ This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of ~~Cash~~these ~~Flows~~terms ~~for~~or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the ~~Years~~risks ~~Ended~~in ~~December~~the 31section entitled “Risk Factors” that may cause our or our industry’s actual results, ~~2010~~levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~and 2009~~Although ~~(with~~we ~~Cumulative~~believe ~~Totals~~that ~~Since~~the ~~Inception)~~expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

5Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Notes~~ In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to ~~Financial~~“common ~~Statements~~shares” refer to the common shares in our capital stock.

6As used in this annual report, the terms “we”, “us”, “the Company” and “Beeston”, means Beeston Exploration Ltd., a Nevada corporation, unless otherwise indicated.

~~REPORT~~Corporate OFHistory ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To We were incorporated on July 12, 1999, in the ~~Board~~State of ~~Directors~~Nevada ~~and~~under ~~Stockholders~~the ofname “Beeston Enterprises Ltd.”.

~~Beeston~~Our ~~Enterprises~~business ~~Ltd~~address is 1685 H Street, #219, Blaine, Washington 98230-5110, and our telephone number is (877) 208-6141.

We ~~have~~ ~~audited~~do ~~the~~not ~~accompanying~~have ~~balance~~any ~~sheets of Beeston Enterprises Ltd~~subsidiaries. (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, stockholders' deficit, and cash flows for each of the two years in the period ended December 31, 2010. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~conducted~~ ~~our~~have ~~audits~~not inbeen ~~accordance~~involved ~~with~~in ~~standards~~any ~~established~~bankruptcy, byreceivership ~~the~~or ~~Public Company~~similar ~~Accounting~~proceedings, ~~Oversight~~nor ~~Board~~have ~~(United States). Those standards require that~~ we ~~plan~~been ~~and~~a ~~perform~~party ~~the audits~~ to ~~obtain~~any ~~reasonable assurance about whether the financial statements are free of~~ material ~~misstatement. The~~ ~~Company is not required to have~~reclassification, ~~nor were we engaged to perform~~merger, anconsolidation ~~audit~~or ofpurchase ~~its~~or ~~internal~~sale ~~control over financial reporting. Our audits included consideration~~ of ~~internal control over financial reporting as~~ a ~~basis~~significant ~~for~~amount ~~designing~~of ~~audit~~assets ~~procedures~~not ~~that are appropriate~~ in the ~~circumstances,~~ordinary ~~but~~course ~~not for the purpose~~ of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits provide a reasonable basis for our opinion~~business.

~~In our~~We ~~opinion,~~originally ~~the~~intended ~~financial~~to ~~statements~~establish ~~referred~~ourselves toas ~~above~~a ~~present~~Western ~~fairly,~~Canadian inbased ~~all material~~medical ~~respects~~diagnostic imaging service provider. However, ~~the~~based ~~financial~~on ~~position~~a review of the ~~Company~~business asclimate ofin ~~December~~the ~~31,~~private ~~2010 and~~medical ~~2009,~~service ~~and~~sector ~~the~~in ~~results~~Canada, ofwe ~~its~~chose ~~operations~~to ~~and~~move ~~its~~our ~~cash~~business ~~flows~~in ~~for~~a ~~each~~new ofdirection. During the ~~two~~ ~~years~~second ~~ended~~half ~~December~~of 312006, ~~2010~~we inbegan ~~conformity~~acquiring ~~with~~interests ~~accounting~~in ~~principles generally~~mining ~~accepted~~properties located in ~~the~~British ~~United~~Columbia, ~~States of America~~Canada.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred substantial accumulated deficits and operating losses. These issues lead to substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.4

~~/s/ Friedman~~Current ~~LLP~~Business

~~East~~We ~~Hanover~~are an exploration stage company that engages principally in the acquisition, ~~New~~exploration, ~~Jersey~~and development of resource properties. We currently own a 100% interest in ten mineral claims, comprising over 4,826 hectares, known as the “Ruth Lake Property” located approximately 25 kilometres from Lac La Hache, British Columbia, Canada. We had owned a total of nineteen mineral claims in this area; however, we reduced our holdings in this area to the current ten mineral claims in October, 2010. Prior to this, 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 kilometres to the North West of our “Ruth Lake Property”. We have carried out exploration work on both the Ruth Lake Property and the Bluff Lake Property; however, we have since terminated our option to purchase the Bluff Lake Property.

~~April~~In 13the past, ~~2011~~we have also contracted with a number of junior mining companies for the performance of exploration work on some of our Ruth Lake Property in exchange for the right to earn an interest in the various mining claims comprising the Ruth Lake Property. At present, we only have one active contract of this nature with USA Uranium Corp (“USAU”) and it is currently in default under its option agreement with Beeston. We are currently in discussion with USAU regarding this default.

~~BEESTON~~On ~~ENTERPRISES~~August ~~LTD~~26, 2011, we entered into an agreement with MSM Resource, L.L.C. ("MSM"), a Nevada limited liability company, under which the Company was granted an option to acquire a 100% interest in eighteen mineral claims located in the Silver Star Mining District, Mineral County, Nevada (the "Chucker Property"). We can earn a 100% interest in the claims, upon exercise of the option, by issuing a total of 3,000,000 shares of our common stock to MSM over a period of three years and by paying a total of $250,000 plus carrying out a $2,000,000 exploration and development program on the claims over a six year period. Upon Beeston acquiring the Chucker Property, the claims will be subject to a royalty of 2% of net smelter returns payable to MSM up to a maximum royalty payment of $5,000,000. The Company can also reduce the royalty to 1% with a maximum royalty payment to $2,500,000 by payment of $1,000,000 to MSM within a limited time period of seventy-five months. In addition, in the event the Company exercises its option and acquires the Chucker Property, we will be required to pay an annuity of $50,000 to MSM commencing at the end of the seventh year and on the anniversary thereof in every year for a total of seventeen years. The option under the option agreement with MSM can be terminated by Beeston at any time upon thirty (30) days notice.

~~(AN EXPLORATION~~Beeston ~~STAGE~~has ~~COMPANY~~undertaken the preparation of a geology report as required under the aforesaid agreement. It is anticipated that this report will not be ready until sometime in April, 2012. If it is acceptable to us, ten (10) days after acceptance of the geology report, we will be required to pay the sum of $20,000 and issue 1,000,000 shares of our common stock to MSM, which will payoff part of the option exercise price under the option agreement with MSM in the event the option is exercised by us.

~~BALANCE~~The ~~SHEETS~~Chucker Property is located in an area known for gold/silver mining. We are currently considering the acquisition of additional mineral properties having similar potential.

~~DECEMBER 31, 2010 AND 2009~~5

ASSETS
	2010	2009
Current Assets
Cash and cash equivalents	$ 108	$ 6,183
Other receivable	22,897	9,344
Prepaid expenses and deposits	-	3,241
Prepaid consulting	12,233	49,440
Marketable securities	-	315,000
Total Current Assets	35,238	383,208
TOTAL ASSETS	$ 35,238	$ 383,208
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable	$ 28,638	$ 13,500
Notes payable to stockholder	9,415	80,954
Option liability	12,233	49,440
Total Current Liabilities	50,286	143,894
Long Term Debt
Convertible debentures, related party	122,295	227,670
Total Long Term Debt	122,295	227,670
Total Liabilities	172,581	371,564
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001, 500,000,000 shares authorized and
94,773,093 and 58,342,000 shares, respectively, issued and outstanding	94,773	58,342
Additional paid-in capital	1,518,459	548,261
Other accumulated comprehensive gain	-	202,342
Deficit accumulated during the development and exploration stages	(1,750,575)	(797,301)
Total Stockholders' Equity (Deficit)	(137,343)	11,644
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 35,238	$ 383,208

Mining Industry

The ~~accompanying~~ ~~notes~~mining industry as a whole is highly fragmented in that there are annumerous ~~integral~~prospectors, ~~part~~exploration ofcompanies ~~these~~and ~~financial~~mine ~~statements~~producers. We are a very small exploration stage company that would be considered a minor participant in the mining industry.

2Mineral exploration is best conducted where there are large areas of high mineral potential, where mineral rights can be obtained under terms which are reasonable and with long term certainty of title, and where political and tax regimes are known to be relatively favorable and stable. The mining industry in Canada and in the United States of America is well established and respected, with an infrastructure capable of supporting all forms of mining activity from small scale prospecting to large scale mining operations, and a stable political environment which not only supports the mining industry, but ensures it is properly regulated in regard to such matters as health and safety and environmental concerns. Accordingly, our current interests in mineral properties are located within such areas. Our British Columbia, Canada property is located in the Quesnel Trough, a well known geological belt containing an assemblage of volcanic sedimentary and intrusive rocks of Upper Jurassic age, which extends from Washington State north to central British Columbia. This belt is known for hosting skarn and porphyry copper and copper-gold deposits. The property currently being investigated by us in Arizona, United States of America is also in a well known gold/silver mining area.

~~BEESTON~~There ~~ENTERPRISES~~is ~~LTD~~no assurance that a commercially viable mineral deposit exists on any of the mineral properties in which we have an interest or the right to acquire an interest. Mineral property exploration is typically performed in phases. Commencing from the initial phase of exploration work, each subsequent phase of exploration work is recommended by a geologist based on the results of the last completed phase of exploration. Even if we complete exploration programs on our mineral properties and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling, geochemical, engineering and other studies before we will know if we have a commercially viable mineral deposit.

~~(AN EXPLORATION~~Our ~~STAGE~~plan ~~COMPANY)~~of operation, which is described in more detail under Item 7 herein, is to carry out exploration work on our mineral properties, either by carrying out our own exploration program or by participation in some form of joint venture or option arrangement with other entities involved in mineral exploration. All such exploration shall be for the purpose of determining whether the mining claims comprising our mineral property holdings contain any commercially viable mineral deposits of copper and/or gold and silver.

~~STATEMENTS~~The OFprice ~~OPERATIONS~~of metals, like all products, is based on supply and demand. A shortage in supply for a particular metal will in turn result in an increase in mineral exploration/production for that metal due to the increase in the demand for such metal. This is particularly evident in such metals as copper and gold, which are currently experiencing an increase in mineral exploration and mining activity for such metals.

~~FOR THE~~Readily ~~YEARS~~available ~~ENDED~~commodities ~~DECEMBER~~markets 31exist in Canada, ~~2010~~the ~~AND~~United ~~2009~~States of America and around the world in general for the sale of gold, silver, copper and other minerals. Therefore, should our exploration and development ever progress to the level of a producing mine, we will likely be able to sell any minerals we are able to recover from production.

~~(WITH~~Competition ~~CUMULATIVE TOTALS SINCE INCEPTION)~~

				Cumulative Totals
				July 12, 1999 to
		2010	2009	December 31, 2010
REVENUE
	Sale of mining claims	$ 5,000	$ 103,600	$ 131,889
OPERATING EXPENSES
	Speculative mining expenses	25,285	22,398	385,503
	Consulting	37,207	37,166	74,372
	Professional fees	45,899	34,302	220,309
	Administrative expenses	9,263	20,737	113,440
	Depreciation	-	-	3,806
	Total Operating Expenses	117,654	114,603	797,430
LOSS FROM OPERATIONS		(112,654)	(11,003)	(665,541)
OTHER INCOME (EXPENSE)
	Interest, net	(17,650)	(25,648)	(54,283)
	Foreign currency transaction loss	(16,419)	-	(16,419)
	Loss from debt extinguishment	(495,300)	(344,026)	(839,326)
	Loss on modification of warrants	(207,651)	-	(207,651)
	Loss on marketable securities	(103,600)	-	(103,600)
	Release of exploration cost liability	-	-	136,245
	Total Other Income (Expense)	(840,620)	(369,674)	(1,085,034)
NET LOSS		$ (953,274)	$ (380,677)	$ (1,750,575)
ACCUMULATED OTHER COMPREHENSIVE
	INCOME (LOSS)
	(Loss)/Gain on marketable securities	(211,400)	211,400	-
	Cumulative currency translation adjustment	9,058	(21,597)	-
	Total Other Comprehensive Income (Loss)	(202,342)	189,803	-
COMPREHENSIVE LOSS		$ (1,155,616)	$ (190,874)	$ (1,750,575)
NET LOSS PER BASIC AND DILUTED SHARES		$ (0.01)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		84,991,594	58,342,000

The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and

~~The accompanying notes are an integral part of these financial statements~~6

3senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. We may lack the technological information or expertise available to other bidders.

~~BEESTON ENTERPRISES~~Many ~~LTD~~of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

~~(AN~~We ~~EXPLORATION~~also ~~STAGE~~compete ~~COMPANY)~~with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, engineers, staff, helicopters, mineral exploration supplies and drill rigs.

~~STATEMENT~~General OFcompetitive ~~CHANGES~~conditions INmay ~~STOCKHOLDERS' EQUITY~~be ~~(DEFICIT)~~substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and Canada, as well as factors beyond our control, including international political conditions and overall levels of supply and demand for mineral exploration.

~~FROM~~In ~~JULY~~the 12face of competition, ~~1999~~we ~~(INCEPTION)~~may ~~TO DECEMBER~~not 31be successful in acquiring, ~~2010~~exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable mineral properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the mineral exploration industry. We do not compete directly with anyone for the exploration of the current interests in mineral properties. While we intend to increase out interests in additional mining properties of merit, we already hold all interest and/or rights to explore certain properties. It is our intent to maintain our current management structure and rely on independent contractors where necessary to keep our administration and operating costs low. We shall utilize the funds we are able to raise through ongoing equity/debt financing mainly for exploration.

	Common Stock		Additional	Accumulated	Deficit accumul-	Stockholders'
	Shares	Amount	Paid-in Capital	Other Compre-	ated during the ex-	Equity (Deficit)
				hensive Income	ploration stages
				(Loss)
July 12, 1999 (Inception)	-	-	-		-	-
Issuance of common stock for cash,
September 9, 1999	1,700,000	$ 1,700	$ -	$ -	$ -	$ 1,700
Net loss	-	-	-		(1,700)	(1,700)
Balance, December 31, 1999	1,700,000	1,700	-		(1,700)	-
Net loss	-	-	-		-	-
Balance, December 31, 2000	1,700,000	1,700	-		(1,700)	-
Net loss	-	-	-		-	-
Balance, December 31, 2001	1,700,000	1,700	-		(1,700)	-
Issuance of common stock for cash,
December 30, 2002	3,375,000	3,375	30,375		-	33,750
Net loss	-	-	-		(9,242)	(9,242)
Balance, December 31, 2002	5,075,000	5,075	30,375		(10,942)	24,508
Net loss	-	-	-		(29,673)	(29,673)
Balance, December 31, 2003	5,075,000	5,075	30,375		(40,615)	(5,165)
Issuance of common stock for cash,
December 20, 2004	750,000	750	74,250		-	75,000
Net loss	-	-	-		(30,738)	(30,738)
Balance, December 31, 2004	5,825,000	5,825	104,625		(71,353)	39,097
Net loss	-	-	-		(25,912)	(25,912)
Balance, December 31, 2005	5,825,000	5,825	104,625	-	(97,265)	13,185
10 for 1 forward split, July 17, 2006	52,425,000	52,425	(52,425)		-	-
Net loss	-	-	-		(92,174)	(92,174)
Forgiveness of interest on notes payable	-	-	2,299	-	-	2,299
Other accumulated comprehensive loss				2,072		2,072
Balance, December 31, 2006	58,250,000	58,250	54,499	2,072	(189,439)	(74,618)
Net loss	-	-	-	-	(157,810)	(157,810)
Forgiveness of interest on notes payable	-	-	7,124	-	-	7,124
Other accumulated comprehensive loss	-	-	-	(10,223)	-	(10,223)
Balance, December 31, 2007	58,250,000	58,250	61,623	(8,151)	(347,249)	(235,527)
Issuance of common stock for cash,
July 9, 2008	92,000	92	62,468	-	-	62,560
Net loss	-	-	-	-	(69,375)	(69,374)
Forgiveness of interest on notes payable	-	-	11,188	-	-	11,188
Other accumulated comprehensive loss	-	-	-	20,690	-	20,689
Balance, December 31, 2008	58,342,000	58,342	135,279	12,539	(416,624)	(210,464)
Net loss	-	-	-	-	(380,677)	(380,677)
Forgiveness of interest on notes payable	-	-	4,434	-	-	4,434
Amortization of consulting options	-	-	24,720	-	-	24,720
Fair value of warrants issued	-	-	383,828	-	-	383,828
Other accumulated comprehensive
income (loss)	-	-	-	189,803	-	189,803
Balance, December 31, 2009	58,342,000	58,342	548,261	202,342	(797,301)	11,644
Net loss	-	-	-	-	(953,274)	(953,274)
Forgiveness of interest on notes payable	-	-	1,659	-	-	1,659
Amortization of consulting options	-	-	37,207	-	-	37,207
Conversion of notes and interest liability	36,431,093	36,431	204,758	-	-	241,189
Exchange of debt for notes and warrants	-	-	495,300	-	-	495,300
Modification of warrant terms	-	-	207,651	-	-	207,651
Exchange of non-trading shares for debt	-	-	23,623	-	-	23,623
Other accumulated comprehensive
income (loss)	-	-	-	(202,342)	-	(202,342)
Balance, December 31, 2010	94,773,093	$ 94,773	$ 1,518,459	$ -	$ (1,750,575)	$ (137,343)

Intellectual Property

~~The~~We ~~accompanying~~have ~~notes~~not ~~are~~filed anfor ~~integral~~any ~~part of~~trademark ~~these~~protection, ~~financial~~and ~~statements~~we do not have any other intellectual property.

4Government Regulation

~~BEESTON ENTERPRISES~~Any ~~LTD~~operations at our mining properties will be subject to various federal and provincial/state laws and regulations in Canada and the United States of America, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to

~~(AN EXPLORATION STAGE COMPANY)~~7

~~STATEMENTS~~conduct OFexploration ~~CASH~~and ~~FLOWS~~other programs. There are no current orders or directions relating to us or our mineral properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of our mining properties in Canada or the United States of America.

~~FOR~~Environmental ~~THE~~Regulations ~~YEARS ENDED DECEMBER 31, 2010 AND 2009~~

~~(WITH~~We ~~CUMULATIVE~~are ~~TOTALS~~not ~~SINCE INCEPTION)~~aware of any material violations of environmental permits, licenses or approvals that are required with respect to our current level of operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

			Cumulative Totals
			July 12, 1999 to
	2010	2009	December 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (953,274)	$ (380,677)	$ (1,750,575)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities
Depreciation	-	-	3,806
Mineral rights for stock	-	(103,600)	(103,600)
Amortization of prepaid consulting	37,207	24,720	61,927
Loss on marketable securities	103,600	-	103,600
Loss on debt extinguishment	495,300	344,026	839,326
Loss on modification of warrants	207,651	-	207,651
Gain (loss) on foreign currency translations	9,058	(21,597)	-
Interest forgiven by shareholder	1,659	4,434	26,704
Accrued interest on convertible debentures	16,147	21,584	37,731
Bad debt	1,066	-	1,066
Changes in assets and liabilities
Prepaid expenses and deposits	3,241	(558)	-
Other receivable	(14,619)	(9,344)	(23,963)
Accounts payable	15,138	(12,664)	28,638
Net cash used in operating activities	(77,826)	(133,676)	(567,689)
CASH FLOWS FROM INVESTING ACTIVITES
Acquisition of equipment	-	-	(3,806)
Net cash used in investing activities	-	-	(3,806)
CASH FLOWS FROM FINANCING ACTIVITES
Sale of common stock	-	-	173,010
Proceeds from notes and loans payable to stockholders	71,751	139,789	398,593
Net cash provided by financing activities	71,751	139,789	571,603
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS	(6,075)	6,113	108
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD	6,183	70	-
CASH AND CASH EQUIVALENTS - END OF PERIOD	$ 108	$ 6,183	$ 108
SUPPLEMENTAL CASH FLOW INFORMATION:
During the year, cash was paid for the following:
Income taxes	$ -	$ -	$ -
Interest	$ -	$ -	$ -
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:
Forgiveness of interest on stockholder notes payable to additional
paid-in capital	$ 1,659	$ 4,434	$ 26,704
Exchange of notes and loans for debentures	$ 112,294	$ 206,898	$ 319,192
Options issued for prepaid consulting services	$ -	$ 74,160	$ 74,160
Warrants issued as part of converted debentures	$ -	$ 383,828	$ 383,828
Payment of notes to stockholder for non-trading securities	$ 23,623	$ -	$ 23,623

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

~~The~~Employees ~~accompanying notes are an integral part of these financial statements~~

5We currently have no employees, but have and will continue to engage independent consultants on a part time basis. There are outside consultants that have been engaged for administrative duties and industry specialties. There is one director in the company, Michael Upham, who spends approximately 20 hours per month on various company activities.

~~BEESTON~~Research ~~ENTERPRISES~~and ~~LTD.~~Development

~~(AN~~We ~~EXPLORATION~~have ~~STAGE~~not ~~COMPANY)~~spent any amounts on which has been classified as research and development activities in our financial statements during the last two fiscal years.

~~NOTES TO~~Going ~~FINANCIAL~~Concern ~~STATEMENTS~~

~~DECEMBER~~We 31anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, ~~2010~~we ~~AND~~cannot ~~2009~~provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors/shareholders to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity or debt financing.

~~NOTE 1-~~Subsidiaries

~~ORGANIZATION AND~~We ~~BASIS~~do OFnot ~~PRESENTATION~~have any subsidiaries.

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”). 8

~~Going Concern~~AVAILABLE INFORMATION

~~The~~We ~~accompanying~~are ~~financial~~required ~~statements~~to ~~have~~file ~~been~~annual, ~~prepared~~quarterly ~~in accordance~~and ~~with~~current ~~accounting~~reports, ~~principles~~proxy ~~generally accepted in the United States of America~~statements, ~~which~~and ~~contemplates~~other ~~continuation~~information ofwith the ~~Company~~Securities asand aExchange ~~going~~Commission ~~concern~~(“SEC”). ~~The~~ Our ~~Company~~SEC ~~has~~filings ~~had~~are ~~recurring~~available ~~losses,~~to ~~large accumulated deficits, is dependent on~~ the ~~shareholder~~public toover ~~provide additional funding for operating expenses, is in~~ the ~~exploration~~Internet ~~stage,~~at ~~and has no recurring revenues. These items raise substantial doubt about~~ the ~~Company’~~SEC's ~~ability~~website toat ~~continue as a going concern~~http://www. sec.gov.

InThe ~~view~~public ofmay ~~these~~read ~~matters~~and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, ~~realization~~NE, ofWashington DC 20549. The public may obtain information on the ~~assets~~operation of the ~~Company is~~Public ~~dependent~~Reference ~~upon~~Room by calling the ~~Company’s~~SEC ~~ability~~at to1-800-SEC-0330. We ~~meet~~are ~~its~~an ~~financial~~electronic ~~requirements~~filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the ~~success~~SEC. The Internet address of ~~future~~the ~~operations~~site is http://www.sec.gov.

~~The~~ITEM ~~management~~1A. ofRISK ~~the Company plans to raise additional funds through shareholders’ loans, issuance of stock, and other capital transactions.~~FACTORS

~~These~~Not 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 existenceapplicable.

~~NOTE~~ITEM 2-1B. UNRESOLVED STAFF COMMENTS

~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~None.

~~Use of~~ITEM ~~Estimates~~2. PROPERTIES

~~The~~Beeston ~~preparation~~does ofnot ~~financial~~have ~~statements~~any ininvestments ~~conformity~~or ~~with accounting~~interests ~~principles generally accepted~~ in ~~the~~any ~~United~~real ~~States~~estate. ofBeeston ~~America requires~~also ~~management~~does tonot ~~make~~invest ~~estimates~~in ~~and~~real ~~assumptions~~estate ~~that~~mortgages, ~~affect~~nor ~~the~~does ~~amounts reported~~Beeston invest in ~~the~~securities ~~financial~~of, ~~statements~~or ~~and~~interests ~~accompanying~~in, ~~notes.~~persons ~~Actual~~primarily ~~results could~~engaged ~~differ~~in ~~from~~real ~~those~~estate ~~estimates~~activities.

9Ruth Lake Property

~~BEESTON~~In ~~ENTERPRISES~~September, ~~LTD~~2006, we acquired a 100% interest in 19 mineral claims, totaling in excess of 9,200 hectares, located in the Province of British Columbia, Canada, referred to collectively as the “Ruth Lake Property,” In our efforts to further the exploration and development of this large tract of acquired mineral claims, we have continuously reviewed the possibility of participating in some form of joint venture or option arrangement with other entities on a portion of these mineral claim holdings. Accordingly, since acquiring this property, we have entered into various arrangements with other companies to carry out exploration work on various mineral claims that comprise the Ruth Lake Property, as hereinafter set forth.

~~(AN~~In ~~EXPLORATION~~January, ~~STAGE~~2007, ~~COMPANY~~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. Kranti incurred a total of $25,000 in exploration before defaulting on the balance of its required exploration commitment and as a result the agreement with Kranti was terminated on August 5, 2010.

~~NOTES TO~~In ~~FINANCIAL~~September, ~~STATEMENTS~~2009, the Company entered into an agreement with Mariposa Resources, Ltd. (“Mariposa”) under which we granted Mariposa an option to acquire a fifty percent (50%) interest in and to certain mineral claims comprising part of the Ruth Lake Property, which option could be exercised through the payment of common shares to Beeston and the performance of

~~DECEMBER 31, 2010 AND 2009~~9

~~NOTE~~exploration 2-work upon the optioned mineral 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. Mariposa was also responsible for maintaining the optioned mineral claims in good standing. To the extent that Beeston became obligated to pay any fees to maintain the optioned mineral claims, Mariposa would be required to reimburse the Company.

~~SUMMARY~~On OFMarch ~~SIGNIFICANT~~24, ~~ACCOUNTING~~2010, ~~POLICIES~~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.

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. On November 30, 2010 Mariposa merged with its wholly owned subsidiary “Lithium Exploration Group, Inc.” (~~CONTINUED~~“Lithium”). Beeston has since been able to reclaim four of the eight mining claims originally under option to Lithium (“Mariposa”). As of December 31, 2010, Lithium was in default under the terms of its agreement. Lithium 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 received the sum of $58,000 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.

~~Cash~~ 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 ~~Cash~~the ~~Equivalents~~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). This option to purchase was terminated by Okana by notice effective April 27, 2011.

~~Cash~~In September, 2009, the Company entered into an agreement with USA Uranium Corp (“USAU”) under which we granted USAU an option to acquire a fifty percent (50%) interest in and ~~cash~~to ~~equivalents~~certain ~~consists~~mineral ~~principally~~claims comprising part of ~~currency~~the ~~on hand~~Ruth Lake Property, ~~demand~~which ~~deposits~~option atcould ~~commercial~~be ~~banks,~~exercised through the payment of common shares to Beeston and ~~liquid~~the ~~investment~~performance ~~funds~~of ~~having~~exploration work upon the optioned mineral claims over a ~~maturity~~ oftwo ~~three~~year ~~months~~period. Upon orUSAU ~~less~~acquiring ata fifty percent (50%) interest in the ~~time~~mineral ofclaims ~~purchase.~~optioned from Beeston, either USAU or Beeston

~~Revenue Recognition~~10

~~Revenue~~could ~~will~~require beparticipation ~~recognized~~of ~~when~~ the ~~following~~other ~~conditions~~in ~~are~~the ~~met: persuasive~~further ~~evidence~~exploration and development of anthe ~~arrangement~~optioned ~~exists;~~mineral ~~delivery~~claims ~~has~~pursuant ~~occurred~~to ~~in accordance~~a ~~with~~joint venture. USAU was also responsible for maintaining the ~~terms~~optioned ofmineral claims in good standing. To the ~~arrangement;~~extent that Beeston became obligated to pay any fees to maintain the ~~price~~optioned ismineral ~~fixed~~claims, ~~or determinable;~~USAU ~~and~~would ~~collectability~~be isrequired ~~reasonable~~to ~~assured~~reimburse the Company.

~~Income~~As ~~Taxes~~of September 24, 2010, 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 issuance 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, from nine claims to four claims, 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).

~~The~~As ~~Company~~of ~~utilizes~~September ~~Accounting Standards Codification (ASC) 740~~24, ~~“Income~~ ~~Taxes~~2011,” ~~which~~USAU ~~requires~~was ~~the~~again ~~recognition~~in ofdefault ~~deferred~~under ~~tax~~its ~~assets~~option ~~and liabilities~~agreement ~~for~~with ~~the~~Beeston. The ~~expected~~Company ~~future~~is ~~tax~~currently ~~consequences of events that have been included~~ in ~~the~~discussion ~~financial~~with ~~statements~~USAU orregarding ~~tax~~this ~~returns~~current default. ~~Under~~In ~~this method~~addition, ~~deferred~~ ~~income~~USAU ~~taxes~~allowed ~~are recognized for~~ the ~~tax~~four ~~consequences~~claims inwhich ~~future~~are ~~years~~optioned ~~of differences~~to ~~between~~it ~~the~~from ~~tax~~Beeston ~~bases~~to oflapse ~~assets and liabilities and their financial reporting amounts at each period end based~~ on ~~enacted~~November ~~tax~~3, ~~laws~~2011. We ~~and~~have ~~statutory~~since ~~tax rates~~reclaimed ~~applicable~~these tooptioned ~~the~~mining ~~periods~~claims inat ~~which~~a ~~the~~cost ~~differences~~of ~~are~~$1,158 ~~expected to affect taxable income~~(CAD). This ~~Valuation~~reclaiming ~~allowances~~cost ~~are~~is ~~established,~~payable ~~when necessary,~~ to ~~reduce deferred~~Beeston ~~tax~~by ~~assets~~USAU tounder the ~~amount~~terms ~~expected~~of toits beoption ~~realized~~agreement with Beeston.

~~The~~Location ~~Company accounts for income taxes in accordance with generally accepted accounting standards. Federal, state~~ and ~~local income tax returns for years prior to 2007 are no longer subject to examination by tax authorities.~~Access

InThe ~~June~~Ruth ~~2006,~~Lake Property is located approximately 25 kilometers east of the ~~Financial~~Town ~~Accounting~~of ~~Standards~~Lac ~~Board~~La ~~issued Interpretation~~Hache ~~no.~~or ~~ASC~~approximately ~~740~~60 kilometers north-~~10,~~east ~~Accounting~~of ~~for~~the ~~Uncertainty~~Town inof ~~Income~~100 ~~Taxes~~Mile House. ~~ASC~~ The ~~740-10~~area ~~prescribes~~can ~~detailed~~be ~~guidance~~reached ~~for~~via the ~~financial~~Forest ~~statement recognition,~~Grave/Canim ~~measurement~~Lake ~~and~~Road ~~disclosure~~just to the north of ~~uncertain~~100 ~~tax~~Mile ~~positions~~House ~~recognized~~or ~~in an~~by ~~enterprise’s~~a ~~financial~~network ~~statements~~of inlogging ~~accordance~~roads ~~with~~and ~~generally~~tracks ~~accepted accounting~~which ~~standards~~extend east of Lac La Hache. From ~~Tax~~the ~~positions~~Canim ~~must~~Lake ~~meet~~Road, a500 ~~more-likely-than-not~~Road ~~recognition threshold~~branches atto the ~~effective~~north ~~date~~7 kilometers to bethe ~~recognized~~south ~~upon~~of Ruth Lake Park and passes through the ~~adoption~~east centre of ~~FIN~~the 48claims and in ~~subsequent~~from ~~periods.~~this road a network of logging roads accesses most of the property.

ToThe ~~date,~~terrain in the ~~adoption~~area ofin ~~this~~which ~~interpretation~~our ~~has~~mineral ~~not~~properties ~~impacted~~are ~~the Company’s~~located ~~financial~~is ~~condition~~well forested with rolling hills, ~~results~~and ofelevations ~~operations~~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, orgenerally, ~~cash~~exploration ~~flows~~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.

~~The~~Accommodations ~~tax~~as ~~effect~~well as supplies and equipment are available at the Towns of ~~temporary~~Lac ~~differences,~~La ~~primarily~~Hache ~~net~~or ~~operating loss~~100 ~~carryforwards,~~Mile ~~gave~~House. Electricity ~~rise~~lines run up to the ~~Company's~~boundaries ~~deferred~~of ~~tax~~the ~~asset~~mineral ~~which~~properties; ~~are fully~~however, ~~reserved~~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

1011

~~BEESTON~~manpower ~~ENTERPRISES~~to ~~LTD~~conduct exploration. In general, however, the area has an excellent infrastructure with a skilled workforce, rail, roads and power capacity.

~~(AN~~Ownership ~~EXPLORATION STAGE COMPANY)~~Interest

~~NOTES TO~~In ~~FINANCIAL~~Canada, ~~STATEMENTS~~all lands and minerals initially rest in the Federal and Provincial Governments in the name of Her Majesty, and the rights to the lands and minerals have been acquired by private individuals under Crown Grants. Early in the history of Canada the practice of reserving the minerals from the Crown Grants of land became an established practice and eventually this practice became law under legislation. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown Grants. Under the Canadian Constitution, minerals located within a province vest in that province. In the case of our interests in mineral properties, that is the Province of British Columbia.

~~DECEMBER~~In 31British Columbia, ~~2010~~most ~~AND~~of ~~2009~~the minerals are owned by the Province. Rights to explore and develop these minerals are obtained as a form of tenure issued by the Province of British Columbia, which is recorded in the Mineral Titles Office as a mineral claim. Mineral claims are defined as a “chattel” under the Mineral Tenure Act of British Columbia and are not an interest in land, but rather, only carry with them the right to enter upon the mineral claim land for the purpose of exploration for minerals and developing any minerals found thereon up to the point of a producing mine.

~~NOTE~~At 2-such time as the exploration and development carried out upon a mineral claim has progressed to the stage of a mineable mineral deposit, the mineral claim holder can apply to the Miners Titles Office for the grant of a lease of the property comprising the area of the mineral deposit find. Mineral leases can be up to a 30 year term, and are renewable. A mining lease increases the mineral claim holders rights in the land contained in the mineral claim and is considered an interest in the land.

~~SUMMARY~~The OFmineral ~~SIGNIFICANT~~claims ~~ACCOUNTING~~comprising ~~POLICIES~~our Ruth Lake Property have been located and recorded pursuant to the Mineral Tenure Act of the Province of British Columbia. As the owner of the mineral claims comprising the Ruth Lake Property, we and our optionees have the right to explore and develop these mineral claims and recover all of the minerals contained within the surface boundaries of these properties and continuing vertically downward.

~~(CONTINUED)~~Under the Mineral Tenure Act, mineral claims can only be located and recorded by residents of Canada. In order to comply with that requirement, we could either have the title to our mineral properties held “in trust” for us by one of our directors or officers residing in British Columbia, or we could create a wholly owned subsidiary company in British Columbia to be the registered owner of our mineral properties. To avoid the cost of creating and maintaining a wholly owned subsidiary company, we have chosen to register the claims comprising the Ruth Lake Property in the name of our President, who holds them in trust for us. In the event we find that a commercially viable mineral deposit on any of our mineral claims, we will form a wholly owned subsidiary company in British Columbia, and our President will transfer registered title to such wholly owned subsidiary company.

~~Deferred~~All ~~income~~of ~~taxes are recognized for~~ the ~~tax~~mineral ~~consequence~~claims ~~of such~~currently ~~temporary~~comprising ~~differences at~~ the ~~enacted~~Ruth ~~tax~~Lake ~~rate~~Property ~~expected~~are ~~to be in effect when the differences reverse~~unencumbered. There ~~Because~~are ofno ~~the~~native ~~current~~land ~~uncertainty~~claims ofthat ~~realizing~~affect ~~the benefit~~title ofto ~~the~~our ~~tax~~various ~~carry~~interests ~~forward,~~in amineral ~~valuation~~claims. There ~~allowance~~is ~~equal~~no toinsurance ~~the~~covering ~~tax~~any ~~benefit for~~of ~~deferred~~our ~~taxes~~properties ~~has~~and ~~been~~we ~~established.~~believe ~~The~~that ~~full~~no ~~realization~~insurance ofis ~~the~~necessary ~~tax~~since ~~benefit associated with~~ the ~~carry~~mining ~~forward~~properties ~~depends~~are ~~predominantly~~unimproved ~~upon~~and ~~the~~contain ~~Company's ability~~no tobuildings ~~generate~~or ~~taxable~~plant ~~income~~and ~~during~~equipment ~~the carry forward period.~~

~~Net Loss Per Share of Common Stock~~12

~~All~~History ~~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.Exploration

~~2010 2009~~The Ruth Lake Property has not received much exploration as some of the surrounding properties, such as GWR Resources Inc.’s “Lac La Hache Property”, located approximately 10 km northwest of the Ruth 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. However, the exploration work carried out by Kranti on a small portion of the Ruth Lake Property under it option agreement with Beeston, which consisted mainly of a grid system of soil sampling, did not reveal any significant results.

~~Convertible debentures 38~~Following the release of an airborne radiometric and magnetic geophysical survey of the Ruth Lake Property,~~100~~ Mr. Rob Shives,~~000 32~~ formerly of Geological Survey of Canada,~~527~~ carried out a geophysical analysis of the property,~~767~~ utilizing the data obtained from the airborne survey. As a result, he was able to identify numerous targets on a number of the mining claims comprising the Ruth Lake Property properties for the Company on which it focused its initial exploration work. Each target area was explored by geochemical soil sampling and prospecting under the supervision of Mr. Gruenwald, P. Eng. 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.

~~Options~~Plan of Operation

~~200~~Due to the on-going costs of maintaining the large number of mining claims that comprise the Ruth Lake Property,~~000 200~~ we have reduced our holdings of mining claims in this area. Based on the results of our initial exploration program and the historic data on the property,~~000~~ further exploration is planned for those mining claims we have retained. However, as a result of our existing option of a large tract of the Ruth Lake Property to a junior mining company that is currently in default under its agreement with us, exploration by the Company on the Ruth Lake Property has been postponed pending the outcome of discussion with the defaulting party.

~~Warrants~~Geology

~~122~~The property is situated within the Quesnel Trough,~~025~~ a renowned geologic belt that hosts numerous base and precious metal deposits along with current and formerly producing mines. It is located 10 kilometres northeast of GWR Resources Inc.’s Lac La Hache property where ongoing exploration continues to delineate porphyry copper-gold-silver/skarn,~~667 32,527,767~~ copper-magnetite-gold-silver deposits and is situated between producing mines at Imperial Metals Corporation’s Mt. Polley copper-gold mine and New Gold Inc.'s New Afton copper-gold project (Teck-Cominco Ltd’s legendary Afton mine).

~~_________ _________~~Chucker Property

~~Total~~On August 26, 2011, we entered into an agreement with MSM Resource, L.L.C. ("MSM"), a Nevada limited liability company, pursuant to which we undertook to pay for a geology report to be prepared on eighteen mineral claims located in the Silver Star Mining District, Mineral County, Nevada (the "Chucker Property"). Upon completion of the geology report, we have ten

~~160,325,667 65,255,534~~13

~~Year~~(10) ~~Ended~~days ~~December~~to 31review it and if the geology report is deemed acceptable to us, we will proceed with the optioning of the Chucker Property in accordance with the terms of our agreement with MSM.

~~2010 2009~~In order for us to be able to exercise the option and acquire a 100% interest in the Chucker Property, we are required to make the following payments to MSM and incur the expenses indicated, commencing from the date of acceptance of the geology report by us (the Effective Date”), namely:

~~Net~~(1) ~~Loss~~an initial payment of $20,000 and the issue of 1,000,000 restricted common shares on the Effective Date,

$ (~~953,274~~2) pay a further $30,000 ~~(380~~and issue 1,~~677)~~000,000 restricted common shares 18 months after the Effective Date,

~~Weighted~~(3) pay ~~Average~~a further $50,000 and issue 1,000,000 restricted common shares 36 months after the Effective Date,

~~outstanding~~ (~~basic~~4) pay a further $50,000 48 months after the Effective Date,

84(5) pay a further $50,~~991,594 58,342,~~000 60 months after the Effective Date,

~~Options~~(6) pay a further $50,000 72 months after the Effective Date,

~~- -~~(7) incur expenditures on the Chucker Property in the amount of $500,000, or make a cash payment to MSM in lieu of incurring part or all of the expenditures, within 24 months of the Effective Date,

~~Warrants~~(8) incur and/or pay cash in lieu of expenditures on the Chucker Property in the amount of $500,000 within 48 months of the Effective Date, and

~~- -~~(6) incur and/or pay cash in lieu of expenditures on the Chucker Property in the amount of $1,000,000 within 72 months of the Effective Date.

~~_________ _________~~We may also make an equivalent cash payment to MSM, in lieu of incurring part or all of the expenditures required to be incurred in order to exercise the option, and any such payments made by us to MSM will be deemed to be part of the expenditures required to be incurred in order to exercise the option.

~~Weighted~~Provided ~~Average~~we ~~common~~have, ~~shares~~on or before the Effective Date, made the above mentioned payments to MSM and incurred the expenses indicated as aforesaid, we shall have the right to exercise the option to acquire a 100% interest in the Chucker Property up to and including the date which is seventy-five (75) months from the Effective Date (the “Expiration Date”), after which Expiration Date the Option shall lapse and no longer be of any force and effect. The option under the option agreement with MSM can be also be terminated by us at any time upon thirty (30) days notice.

~~outstanding~~If ~~(diluted)~~we acquire the Chucker Property, the claims will be subject to a royalty of 2% of net smelter returns payable to MSM up to a maximum royalty payment of $5,000,000. We can also reduce the royalty to 1% with a maximum royalty payment to $2,500,000 by payment of $1,000,000 to MSM within a limited time period of seventy-five months. In addition, in the event we exercise our option and acquire the Chucker Property, we will be required to pay an annuity of $50,000 to MSM commencing on the date that is seven years after the Effective Date and on the anniversary thereof in each and every year thereafter for a total of seventeen years.

~~84,991,594 58,342,000~~14

11We have undertaken the preparation of a geology report as required under the aforesaid agreement. It is anticipated that this report will not be ready shortly.

~~BEESTON~~ITEM ~~ENTERPRISES LTD~~3.

~~(AN~~LEGAL ~~EXPLORATION STAGE COMPANY)~~PROCEEDINGS

~~NOTES TO~~The ~~FINANCIAL~~Company ~~STATEMENTS~~is not involved in any legal proceedings.

~~DECEMBER~~ITEM ~~31, 2010 AND 2009~~4.

~~NOTE~~ MINE 2-SAFETY DISCLOSURES

~~SUMMARY~~Section OF1503 ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. We do not act as the owner or operator of any mining facilities and are not, therefore, required to report under this Item as of the date of this Annual Report.

~~(CONTINUED)~~PART II

The ~~carrying~~Company’s ~~amount~~common ~~reported~~stock intrades on the ~~balance~~OTC ~~sheet~~Bulletin ~~for~~Board ~~cash~~under ~~and cash equivalents, accounts payable and accrued expenses approximates fair value because of~~ the ~~immediate~~symbol ~~or short-term maturity of these financial instruments~~BESE. The ~~carrying~~following ~~amount~~table ~~reported~~shows ~~for~~the ~~notes~~high ~~payable~~and ~~approximates~~low ~~fair~~market ~~value because,~~prices infor ~~general,~~each ~~the~~quarter ~~interest~~for on the ~~underlying~~past ~~instruments~~three ~~fluctuates with market rates~~years.

NOTE 3 -


Quarter Ending	High	Low
12/31/2011	$0.0125	$0.004
09/30/2011	$0.02	$0.004
06/30/2011	$0.038	$0.0045
03/31/2011	$0.01	$0.017
12/31/2010	$0.0065	$0.027
09/30/2010	$0.0065	$0.017
06/30/2010	$0.0065	$0.025
03/31/2010	$0.008	$0.006
12/31/2009	$0.02	$0.01
09/30/2009	$0.02	$0.01
06/30/2009	$0.05	$0.02
03/31/2009	$0.06	$0.02

~~NOTES AND~~As ~~LOANS~~of ~~PAYABLE~~March TO30, ~~STOCKHOLDERS~~2012, we had 160,851,241 shares of common stock outstanding and the last trade price of our stock was $0.00.

~~The~~ClearTrust, ~~Company~~LLC, ~~has~~16540 ~~borrowed~~Pointe ~~funds~~Village ~~for working capital purposes from stockholders of the Company by issuing notes and unsecured loans~~Dr. ~~The notes~~, ~~are~~Suite ~~payable~~206, onLutz, ~~demand~~Florida ~~and~~(Telephone: ~~are non~~813-235-4490; ~~interest~~Facsimile: ~~bearing. $112,084~~813-388-4549) ~~worth of~~is ~~notes~~the registrar and ~~loans~~transfer ~~were~~agent ~~exchanged~~ for ~~convertible~~our ~~debentures~~common ~~and warrants as discussed in Note 4~~shares.

OnDividends September 13, 2010 a stockholder accepted 23,623,160 shares of USA Uranium (USAU) 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 notes and loans payable to stockholders of $9,415 and $80,954, respectively, as of December 31, 2010 and 2009.

~~Interest~~ We have not declared any dividends on ~~notes~~our common stock since the inception of our company on July 12, 1999. There is ~~imputed~~no ~~currently~~restriction atin ~~the~~our ~~rate~~Articles of 6%Incorporation ~~per~~and ~~annum~~Bylaws asthat ~~additions~~will limit our ability to ~~interest~~ ~~expense~~pay dividends on our common stock. However, we do not anticipate declaring and ~~contributed~~paying ~~capital~~dividends to our shareholders in the near future.

1215

~~BEESTON~~Equity ~~ENTERPRISES~~Compensation ~~LTD.~~Plan Information

~~(AN~~As ~~EXPLORATION~~of ~~STAGE~~December ~~COMPANY)~~31, 2011, we have not adopted an equity compensation plan under which our common stock is authorized for issuance.

~~NOTES TO~~Purchase ~~FINANCIAL~~of ~~STATEMENTS~~Equity Securities by the Issuer and Affiliated Purchasers

~~DECEMBER~~We did not purchase any of our shares of common stock or other securities during the year ended December 31, ~~2010~~2011. ~~AND 2009~~

~~NOTE 4~~Recent -Sales of Unregistered Securities

~~CONVERTIBLE DEBENTURES~~Conversion ~~AND~~of ~~WARRANTS~~Debt for Shares

~~Convertible Debentures-~~On April 9, 2010, the debenture issued on April 9, 2009 for debt in the amount of $126,677 USD was converted at $0.0075 USD per share into 16,890,265 shares. Also on April 9, 2010, the debenture issued on April 9, 2009 for debt in the amount of $125,100 CAD was converted at $0.008 CAD per share into 15,637,496 shares. The Company elected to pay the interest accruing due on April 9, 2010 of $15,201 on the US$ Debenture and $15,012 CAD on the CAD$ Debenture, by the issuance of a total of 3,903,332 shares.

On ~~April~~June 94, ~~2009~~2011, the ~~Company~~debenture issued ~~two~~on ~~convertible~~June ~~debentures~~4, ~~to the~~2010 ~~President~~for ofdebt in the ~~Company~~amount asof ~~replacement~~$66,300 ~~for~~USD ~~prior~~was ~~loans~~converted ~~made~~at to$0.003 ~~the~~USD ~~Company on~~per ~~promissory~~share ~~notes~~into ~~and~~22,100,000 ~~other~~shares. Also, ~~funds previously paid~~ on ~~behalf~~June of4, 2011, the ~~Company. One~~ debenture isissued ~~for~~on ~~$126~~June 4,~~677~~ ~~USD~~2010 ~~and~~for debt in the ~~other~~amount ~~for~~of $~~125~~48,~~100~~000 CAD was converted at $0. ~~The~~003 ~~term~~CAD ofper ~~each~~share ~~debenture~~into is16,000,000 ~~three~~shares. The ~~years~~Company ~~and~~elected ~~each~~to ~~debenture~~pay ~~earns~~ the interest ataccruing ~~12%~~due ~~per~~on ~~annum~~June 4, ~~calculated~~2011 ~~and~~of ~~payable~~$7,956 ~~annually. Each~~on ~~debenture is~~the ~~secured~~US$ byDebenture aand ~~first~~$5,760 ~~“floating~~CAD ~~charge”~~on ~~over~~ the ~~undertaking~~CAD$ ~~and~~Debenture, ~~all~~by ~~property and~~the ~~assets~~issuance of ~~the~~a ~~Company~~total of 4,572,000 shares.

~~During~~Exercise ~~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.Warrants

~~Attached~~As toof ~~each~~December ~~debenture~~31, ~~were~~2010, 42,225,667 share purchase warrants, toeach having a share purchase ~~additional shares~~price atof ~~the~~$0.003 ~~same~~USD, ~~exercise~~were ~~prices~~outstanding ~~specified~~under ~~for~~a ~~the~~convertible ~~conversion~~debenture ~~features. There~~issued ~~were~~on 6April 9,~~332~~ 2009 and 41,~~850~~700,000 share purchase warrants, ~~attached~~each tohaving ~~the~~a ~~USD~~share purchase price of $0.003 CAD, were outstanding under a convertible debenture ~~and~~ 5also issued on April 9,~~004~~ 2009. In addition, 22,100,000 share purchase warrants, ~~attached~~each tohaving ~~the~~a ~~CAD~~share ~~debenture. Exercise~~purchase price of ~~the~~$0.003 ~~warrants~~USD, iswere ~~limited~~outstanding tounder ~~holders~~a ~~whose~~convertible ~~percentage~~debenture ofissued ~~the total~~on ~~stock~~June of4, ~~the~~2010 ~~Company~~and ~~would~~16,000,000 ~~not~~share ~~exceed~~purchase ~~10%~~warrants, ~~upon~~each ~~exercise. Both~~having ~~issues~~ a share purchase price of ~~warrants~~$0.003 ~~expire~~CAD, were outstanding under a convertible debenture also issued on ~~April~~June 94, ~~2012~~2010.

OnDuring ~~September 24, 2009, in consideration for~~ the ~~holder~~twelve ~~agreeing~~month ~~to surrender~~period ~~his~~ended ~~“floating~~December ~~charge”~~31, in2011, ~~order~~warrant toholders ~~facilitate~~exercised ~~the~~a ~~granting~~total of ~~option rights~~23,406,148 onwarrants. Of ~~certain~~these ~~mineral~~warrants, ~~properties of the Company~~18,182,238 ~~the~~warrants ~~conversion~~were ~~rate~~exercised onfor ~~the debentures~~cash ~~and~~at ~~warrants~~a ~~was~~price ~~changed~~of to $0.~~0075~~003 ~~(US)~~USD for ~~the~~proceeds ~~USD-denominated debentures~~of ~~and~~ $054,547 USD.~~008~~ Another ~~(CAD)~~2,667,330 ~~for~~warrants ~~the~~were ~~CAD-denominated~~exercised ~~debentures. The reduction~~at ina ~~the exercise~~ price ~~increased~~of ~~the~~$0.003 ~~potential~~USD ~~shares~~in onset ~~conversion from~~off ~~6,333,850~~of todebt ~~16,890,267~~ for ~~the~~$8,002 USD~~-denominated~~ ~~debentures~~ and ~~from 5~~2,~~004~~556,~~000~~580 towarrants ~~15,637,500~~were ~~for~~exercised ~~the~~at ~~CAD-denominated~~a ~~debentures~~price of $0. ~~The~~003 ~~potential shares~~CAD ~~from~~in ~~the~~set ~~warrants~~off ~~similarly~~of ~~increased~~debt for $7,670 CAD.

~~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~~ Dividends.

~~Also~~The onCompany ~~April~~does 9,not ~~2010,~~currently ~~3,903,332~~intend ~~shares~~to pay cash dividends. The Company's proposed dividend policy is to make distributions of ~~stock~~its ~~were~~revenues ~~issued~~to ~~in payment~~its stockholders when the Company's Board of ~~$8,401~~Directors ~~accrued~~deems ~~interest~~such ~~and~~distributions $1appropriate. Because the Company does not intend to make cash distributions,~~008~~ ~~related~~potential ~~cumulative~~shareholders ~~currency translation~~would ~~was~~need ~~recognized~~to assell ~~expense~~their shares to realize a return on their investment. There can be no assurances of the projected values of the shares;

1316

~~BEESTON~~neither ~~ENTERPRISES~~can ~~LTD~~there be any guarantees of the success of the Company. A distribution of revenues will be made only when, in the judgment of the Company's Board of Directors, it is in the best interest of the Company's stockholders to do so. The Board of Directors will review, among other things, the investment quality and marketability of the securities considered for distribution; the impact of a distribution of securities on its customers, joint venture associates, management contracts, other investors, financial institutions, and the company's internal management, plus the tax consequences and the market effects of an initial or broader distribution of such securities.

~~(AN~~ITEM ~~EXPLORATION~~6. ~~STAGE~~SELECTED ~~COMPANY)~~FINANCIAL DATA

~~NOTES TO~~As ~~FINANCIAL~~a ~~STATEMENTS~~“smaller reporting company”, we are not required to provide the information required by this Item.

~~DECEMBER~~ITEM ~~31,~~7. ~~2010~~MANAGEMENT'S DISCUSSION AND ~~2009~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~NOTE 4~~The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended December 31, 2011 and December 31, 2010 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. See “Forward-Looking Statements” following the Table of Contents of this annual report. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in “Item 1A.Risk Factors" at the beginning of this annual report.

~~CONVERTIBLE DEBENTURES~~Our ~~AND~~audited ~~WARRANTS~~financial ~~(CONTINUED)~~statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

OnPlan ~~June 1, 2010 the terms~~ of ~~the~~Operation warrants were amended. The number of warrants associated with the USD-denominated debenture increased from 16,890,267 to 42,225,667 based on a revised exercise price of $.003 USD. The number of warrants associated with the CAD-denominated debenture increased from 15,637,500 to 41,700,000 based on a revised exercise price of $.003 CAD and fair value of the stock on April 9, 2010 of $0.051. The expiration date was changed from April 9, 2012 to June 1, 2013.

~~Convertible~~We ~~Debentures-June~~are 4an exploration stage company with limited operations, ~~2010~~limited revenue, limited financial backing and few assets, which consist mainly of mineral properties that for the most part have had limited exploration to date. We believed that the growing demand for the production of natural resources, particularly precious metals, presents an area of opportunity for developing companies. Accordingly, in addition to our Ruth Lake Property, we are currently dealing on the Chucker Property located in Nevada that we believe could be a property meriting exploration for gold. See ITEM 2 PROPERTIES.

OnOur ~~June~~plan 4of operation is to carry out exploration work on our mineral properties, ~~2010~~either ~~the~~by ~~Company~~carrying ~~issued~~out ~~two~~our ~~convertible~~own ~~debentures~~exploration toprogram ~~a shareholder~~or by participation in some form of ~~the~~joint ~~Company~~venture asor ~~replacement~~option arrangement with other entities involved in mineral exploration. All such exploration shall be for ~~prior~~the ~~loans~~purpose ~~made~~of todetermining whether the ~~Company~~mining ~~on promissory~~claims ~~notes~~comprising ~~and~~our ~~other~~mineral ~~funds~~property ~~previously~~holdings ~~paid~~contain onany ~~behalf~~commercially viable mineral deposits of ~~the~~copper ~~Company~~and/or gold and silver. ~~One~~ Since ~~debenture~~acquiring isthe ~~for~~Ruth ~~$66~~Lake Property,~~300~~ ~~USD~~in ~~and~~addition ~~the~~to ~~other~~carrying ~~for~~our ~~$48~~own exploration program,~~000~~ ~~CAD~~we ~~(valued~~have ~~at $48,096~~also ~~USD~~optioned asoff ofnumerous ~~December~~mining ~~31,~~claims ~~2010)~~that comprise this property to various junior mining companies. The ~~term~~optioning isof ~~three~~these ~~years~~mineral ~~and~~claims ~~each debenture~~has ~~earns~~not ~~interest~~only atprovided ~~12%~~funds ~~per~~through ~~annum,~~the ~~calculated~~receipt ~~and~~of ~~payable~~cash ~~annually. Each~~consideration ~~debenture~~or isthe ~~also~~potential ~~secured~~for bygenerating afunds ~~first~~through ~~“floating~~the ~~charge”~~sale ~~over~~of the ~~undertaking~~ ~~and~~common ~~all~~shares ~~property~~received ~~and~~as ~~assets~~part of the ~~Company.~~consideration ~~The~~for ~~accrued~~the ~~interest~~optioned ~~is $7~~mineral claims,~~899~~ atbut ~~December~~has ~~31,~~also ~~2010~~provided for the further exploration and development of these mineral claims while satisfying the maintenance requirements for the mineral claims.

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 and CAD debentures. The Company is also permitted to pay any accrued interest in the form of common shares at the same conversion rates.17

~~Attached~~Over totime ~~each~~the number of ~~the~~claims ~~new~~comprising ~~debentures~~the ~~were~~Ruth ~~warrants~~Lake toProperty ~~purchase additional~~has ~~common~~been ~~shares~~reduced atfrom ~~the~~19 ~~same~~claims ~~prices~~to ~~specified~~10 ~~for~~claims. See ~~the~~ITEM ~~conversion feature~~2 PROPERTIES. ~~There~~ ~~were~~As 22of this date,~~100,000~~ ~~share~~we ~~purchase~~still ~~warrants~~have ~~attached~~a tolarge portion of the ~~USD debenture~~mineral ~~and~~claims ~~16,000,000~~that ~~share~~comprise ~~purchase~~the ~~warrants~~Ruth ~~attached~~Lake Property under option to ~~the~~a ~~CAD~~junior ~~debenture. Exercise~~mining ofcompany ~~warrants~~that is ~~limited~~in todefault ~~holders~~under ~~whose~~its ~~percentage~~option ofagreement ~~the~~with ~~total stock~~us. We ofare ~~the~~currently ~~Company~~in ~~would~~discussions ~~not~~with ~~exceed~~this ~~10%~~company ~~upon~~and ~~exercise~~hope to resolve the matter shortly. ~~Both~~In ~~issues~~the ~~of warrants~~event ~~expire~~we onterminate ~~June~~this 4option, ~~2013.~~we will have to consider whether we will proceed with any further exploration on these claims in the near future.

AWe ~~loss~~have ~~from~~been ~~debt~~able ~~extinguishment due~~ to ~~the~~maintain ~~June~~our 4,remaining ~~2010 restructuring~~interest ~~was~~in ~~recognized. The fair value of~~ the ~~conversion~~Ruth ~~feature was~~Lake ~~$190,500~~Property ~~and~~by ~~the~~a ~~value~~combination of ~~attached~~performing ~~warrants~~exploration ~~was~~work ~~$304,800~~on ~~for~~the aproperty ~~total loss~~and ~~from~~then ~~debt~~filing ~~extinguishment~~assessment reports of ~~$495,300. Also,~~the aexploration ~~warrant~~work for ~~warrant exchange~~credit ~~was~~towards ~~executed to separate~~ the ~~warrants~~maintenance ~~from~~costs ~~the~~plus ~~debentures. The exchange~~paying ~~resulted~~cash in anlieu ~~increase~~of inexploration ~~value~~work as required. All of the ~~warrants~~mining ~~for~~claims ancurrently ~~added~~comprising ~~loss~~the ~~from debt~~Ruth ~~extinguishment~~Lake ofProperty ~~$207,651~~are in good standing.

14As 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 need 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 and in the determination of properties to acquire.

~~BEESTON~~We ~~ENTERPRISES~~anticipate ~~LTD~~that we will require funding of approximately $125,000 for the next twelve month period in order to cover general operating costs, which costs entail mainly professional and consulting fees, plus the initial payments required upon the acquisition of the Chucker Property, should we decide to proceed under our agreement with MSM. We will also have to raise additional funds to facilitate the acquisition of additional mining properties or an interest in such other mining properties and the exploration and development of such acquisitions or interest in mining properties in the near future

~~(AN~~In ~~EXPLORATION~~the ~~STAGE~~past, ~~COMPANY~~we have raised funds by means of various equity financings. We have also had to borrow funds from time to time in order to fund part of our ongoing operations. For some of this borrowings, we and have had to issue convertible debentures as security. On April 9, 2009, we 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 US and the other was for $125,100 CAD. The term of each of the debentures was three (3) years and each debenture earned interest at 12% per annum, calculated and payable annually. The debt under each of the debentures was secured by a first “floating charge” over the undertaking and all 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. The Company was also permitted, at our option, to pay any accrued interest under either debenture in the form of common stock. Share purchase warrants were also attached to each of the debentures.

~~NOTES TO~~On ~~FINANCIAL~~April ~~STATEMENTS~~9, 2010, all of the debt of $126,677 US under the convertible debenture issued on April 9, 2009 was converted into 16,890,265 shares at a conversion rate of $0.0075 US per share by the option holders. The Company also converted all of the interest payable of $15,201 US under this convertible debenture into 2,026,832 shares at the same conversion rate as for this debt. In addition, on April 9, 2010, all of the debt of $125,100 CAD under the convertible debenture issued on April 9, 2009 was converted into 15,637,496 shares at a conversion rate of $0.008 CAD per share by the option holders. The Company also converted all of the interest payable of $15,012 CAD under this convertible debenture into 1,876,500 shares at the same conversion rate as for this debt.

~~DECEMBER 31, 2010 AND 2009~~18

~~NOTE 5~~On -June 4, 2010, we again issued two convertible debentures to Mr. Smith to secure payment of further loans and payments made by Mr. Smith on behalf of the Company. One convertible debenture was for $66,300 USD and the other was for $48,000 CAD. The term of each of the debentures was three (3) years and each debenture earned interest at 12% per annum, calculated and payable annually. The debt under each of the debentures was secured by a first “floating charge” over the undertaking and all 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. The Company was also permitted, at its option, to pay any accrued interest under either debenture in the form of common stock. Share purchase warrants were also attached to each of the debentures.

~~PURCHASE OF~~On ~~MINERAL~~June ~~CLAIMS~~4, 2011, all of the debt of $66,300 USD under the convertible debenture issued on June 4, 2010 was converted into 22,100,000 shares at a conversion rate of $0.003 USD per share by the option holders. The Company also converted all of the interest payable of $7,956 USD under this convertible debenture into 2,652,000 shares at the same conversion rate as for this debt. In addition, on June 4, 2011, all of the debt of $48,000 CAD under the convertible debenture issued on June 4, 2010 was converted into 16,000,000 shares at a conversion rate of $0.003 CAD per share by the option holders. The Company also converted all of the interest payable of $5,760 CAD under this convertible debenture into 1,920,000 shares at the same conversion rate as for this debt.

OnMr. ~~September~~Smith ~~12,~~has ~~2006~~since ~~the~~loaned ~~Company~~money ~~purchased~~and ~~speculative~~paid ~~mineral claims~~certain inexpenses ~~Canada~~on ~~for~~behalf ~~$50,000~~of ~~CAD~~the ~~which~~Company isin ~~collectively described as~~ the ~~“Ruth Lake~~amounts ~~Property”~~of ~~. The expense was recognized as~~ $4420,~~811~~215 ~~USD. The Company~~US ~~is obligated to pay any fees~~ and ~~assessments~~$6,102 toCAD ~~maintain~~as ~~the claims. The Company is obligated to pay the vendor a royalty~~ of 2%December of31, ~~net smelter returns~~2011. ~~The~~ ~~royalty~~These ~~may~~funds bewere ~~reduced~~used to 1%cover byour ~~payment~~ongoing ofoperating ~~$500,000~~costs ~~CAD ($501,002~~and ~~USD~~are aspayable ofon ~~December 31~~demand, ~~2010)~~without orinterest. We ~~eliminated~~currently ~~entirely~~have byno ~~payment~~agreement ~~of $1,000,000~~with ~~CAD~~any ~~($1,002,004~~of ~~USD~~our asofficers ofand ~~December~~directors ~~31,~~or ~~2010).~~any As of ~~December~~our ~~31,~~shareholders ~~2010~~ for the ~~Company~~provision ~~owns and still maintains a portion~~ of ~~the~~additional ~~Ruth Lake Property~~funding.

~~NOTE 6~~We -have also raised funds and set off debt through the exercise of the share purchase warrants that were attached to the convertible debentures mentioned above. On March 2, 2011, and again on April 29, 2011, we received notices of election to exercise a total of 16,200,000 warrants and 1,982,238 warrants, respectively, which had been issued as part of the April 9, 2009 US$ 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 USD. As a result of this exercise of warrants, we received funds of $48,600 USD and $5,946 USD, respectively.

~~SALE OF~~On ~~MINERAL~~March ~~RIGHTS~~25, 2011, we also received notices of election to exercise 2,667,330 warrants that were issued as part of the June 4, 2010 US$ 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 US$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003 USD. Under the terms of the issue of the warrants under the June 4, 2010 CAD$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003 CAD. Payment of the exercise price of the respective warrants was made by way of set off of debt owed by Beeston to the holder of the warrants. In the case of the US$ warrants, we set off $8,002 USD of debt, and in the case of the CAD$ warrants, we set off $7,670 CAD of debt.

~~Kranti Resources,~~We ~~Inc~~have also received shares in the common stock of some of the junior mining companies with whom we have entered into option agreements as part of settlements of certain claims and/or obligations of these junior mining companies under the option agreements. These shares are currently not tradable due either to restrictions imposed under SEC regulations or not being listed

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 Company’s mining claims upon the payment of $20,000 USD, payable at the time of entering into the agreement. In addition, a performance of a program for development and exploration on the mineral property totaling $175,000 CAD over a four-year period, with amounts to be completed by each anniversary. Upon exercise of the option to purchase Kranti would assume a 2% royalty of net smelter returns payable to the original owner of the mining claim and would receive a payout right of $1,000,000 CAD. Additionally, Kranti would assume a 2% royalty obligation to the Company, based on net smelter returns, with a payout of $2,000,000 CAD.19

~~Kranti~~for failed to carry out the exploration work due by the second anniversary date of the option agreement so the Company amended the agreement on January 16, 2009 to allow Kranti an extension of time to June 30, 2009 to meet these exploration requirementstrading. OnTo ~~June 22, 2009~~ the ~~Company~~extent ~~entered~~these ~~into a~~shares ~~Second~~become ~~Amending~~tradable; ~~Agreement~~we ~~which~~can ~~extended~~sell ~~the~~them ~~date for completion of the exploration work required for the second anniversary of the option agreement to December 31, 2009,~~ in ~~consideration of Kranti agreeing to increase exploration work required under~~ the ~~option~~market ~~agreement by $50,000 CAD to $225,000 CAD. On December 30, 2009 the Company~~ and ~~the~~use ~~optionee entered into a Third Amending Agreement extending~~ the ~~due~~proceeds ~~date~~from ~~for~~such ~~completion~~sales ~~of the second anniversary work requirements~~ to ~~June~~cover ~~30,~~our ~~2010~~ongoing ~~and~~operating ~~increasing~~costs ~~the overall exploration work obligation by another $25,000 CAD, for a total commitment of $250,000 CAD. The Company~~ and/or ~~Kranti executed a Fourth Amending Agreement dated February 11, 2010 extending the due date for the exploration work~~ to ~~be carried~~acquire ~~out by the third anniversary date to December 31, 2010, in consideration of Kranti agreeing to carry out an~~ additional ~~$25,000~~interests ~~CAD~~ in ~~exploration~~mineral ~~and development work or payments in lieu of work, bringing the total commitment to $275,000 CAD~~properties. ~~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~~

15We hope to be able to raise the funds that are required for our ongoing operating, acquisition and exploration costs by means of the sale of securities currently held by the Company, upon these securities becoming tradable, as well as by both debt and equity funding. The equity funding would be in the form a private placement and/or the exercise of our outstanding warrants by the warrant holders. To the extent we are unable to raise additional funds, our participation in the exploration of our acquired mining properties as well as the acquisition of additional mining property interests will be delayed and/or we could be unable to continue to operate.

~~BEESTON~~Capital ~~ENTERPRISES~~Expenditures ~~LTD.~~

~~(AN~~We ~~EXPLORATION~~do ~~STAGE~~not ~~COMPANY)~~intend to invest in capital expenditures during the twelve-month period ending December 31, 2012.

~~NOTES TO~~General ~~FINANCIAL~~and ~~STATEMENTS~~Administrative Expenses

~~DECEMBER~~We expect to spend $70,000 during the twelve-month period ending December 31, ~~2010~~2012, ~~AND~~on ~~2009~~general and administrative expenses including consulting, legal and auditing fees, and other administrative related expenses.

~~NOTE 6~~Product -Research and Development

~~SALE OF~~We ~~MINERAL~~do ~~RIGHTS~~not ~~(CONTINUED)~~anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending December 31, 2012.

~~Kranti~~Purchase ~~Resources,~~of ~~Inc.~~Significant ~~(Continued)~~Equipment

~~Company. Kranti~~We ~~had~~do 35not ~~days~~intend ~~from the notice date~~ to ~~meet~~ ~~the~~purchase ~~requirements~~any orsignificant ~~the~~equipment ~~Option~~over ~~Agreement and~~ the ~~option~~twelve ~~represented~~months ~~would terminate. On~~ending ~~August~~December 531, ~~2010, Kranti remained in default and the option agreement was terminated~~2012.

~~USA~~Results ~~Uranium~~of ~~Corp.~~Operations for the Years Ended December 31, 2011 and 2010

OnThe ~~September~~following ~~24,~~summary 2009 the Company entered into an option agreement with a junior mining company, USA Uranium Corp., “USAU,” granting it an option to acquire a 50% interest in nine mining claims upon payment, in the form of ~~stock~~ ofour ~~USAU,~~results ~~valued at $103,600 on September 24, 2009, and the performance~~ of a ~~program~~operations ofshould ~~development~~be ~~and~~read ~~exploration~~in onconjunction ~~the mineral property totaling $300,000 CAD over a two-year period,~~ with ~~amounts~~our toaudited befinancial ~~completed~~statements at each anniversary. Upon exercise of the option to purchase, USAU would assume a 2% royalty on net smelter returns payable to the original owner of the claims and would receive the payout right of $1,000,000 CAD. If the option were exercised, the optionee and the Company could enter into a joint venture for ~~exploration~~ ~~and development. If~~ the ~~optionee~~years ~~were~~ended toDecember ~~fail to meet the maintenance requirements~~31, ~~whether~~2011 ~~through the failure to perform 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 USAU~~2010.

AsOur ofoperating ~~December~~results ~~31, 2010 the Company has incurred expense of $23,044 CAD~~ for ~~maintenance payment reimbursements due. On October 26, 2010~~ the ~~Company~~years ~~entered~~ended ~~into~~December ~~an agreement with USAU wherein the Company agreed to accept 23~~31,~~043,880~~ ~~shares~~2011 of USAU stock, in exchange for the $23,044 CAD tenure reimbursements which had been fully recognized as a bad debt. The Company also agreed to accept 26,956,120 shares of USAU stock in satisfaction the amount of $26,956 CAD being the balance of the exploration program of $50,000 CAD for which USAU was in default less a credit of $23,044 CAD given to USAU by Beeston for settlement of tenure maintenance paid by Beeston on behalf of USAU. USAU also agreed to pay the Company 75,000,000 common shares at a price equal to the par value of the common stock of USAU, in consideration of Beeston agreeing to reduce the number of mining claims under option to USAU from nine claims to four claims, thereby reducing USAU’s maintenance costs. All CAD$ amounts were deemed to be at par with the US$ under the terms of the agreement and ~~all shares were issued at a price equal to the par value of the common stock of $0.001. On November 2,~~ 2010, USAU allowed the four mining claims that remained under option to USAU from Beeston to lapse. These four mining claims were reclaimed by Beeston at a cost of $1,064 CAD ($1, 066 USD) which is due from USAU. The parcels reclaimed are ~~free~~summarized ofas tenure payment obligations until November 2, 2011. As of December 31, 2010, none of the additional shares of USAU were received and the USAU shares have been delisted. Due to doubt about USAU’s ability to perform and the absence of a value for its shares, the Company has created a bad debt reserve for the USAU debt of $1,066 and reduced the carrying value of USAU shares to $0.follows:


		Year Ended
		December 31
		2011		2010

Revenue	$	Nil	$	5,000
Operating Expenses	$	(146,348)	$	(117,654)
Other Income (Expenses)	$	135,689	$	(840,620)
Net Loss	$	(10,659)	$	(953,274)

~~BEESTON ENTERPRISES LTD.~~20

~~(AN~~Revenues ~~EXPLORATION STAGE COMPANY)~~

~~NOTES TO~~We ~~FINANCIAL~~have ~~STATEMENTS~~earned a total of $131,889 in revenues from the sale of mining claims since our inception.

~~DECEMBER~~Operating ~~31,~~Expenses ~~2010 AND 2009~~

~~NOTE~~Our ~~6 - SALE~~operating OFexpenses ~~MINERAL~~for ~~RIGHTS (CONTINUED~~the year ended December 31, 2011 and December 31, 2010 are outlined in the table below:

Mariposa Resources Ltd.


		Year Ended
		December 31

		2011		2010

Speculative mining expenses	$	1,854	$	25,285
Consulting	$	58,510	$	37,207
Professional fees	$	53,153	$	45,899
Administrative expenses	$	32,831	$	9,263

OnThe ~~September~~increase ~~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~~operating ~~mining~~expenses ~~claims~~for ~~comprising its mineral property rights upon~~ the ~~payment,~~year inended ~~the~~December ~~form of Mariposa stock~~31, ~~payable within six months of the date of signing the option agreement (By March 24~~2011, ~~2010)~~ ~~and~~compared ~~the~~to ~~performance of a program of exploration and development on~~ the ~~mineral~~ ~~property~~same ~~totaling $250,000 CAD over a two-year~~ period, ~~with~~in ~~amounts~~fiscal ~~to be completed by each anniversary. Upon exercise of the option to purchase~~2010, ~~Mariposa~~ ~~will~~was ~~assume~~mainly adue ~~2% royalty on net smelter returns payable~~ to the ~~original owner~~increase ofin ~~the~~consulting ~~claims~~expenses ~~and~~associated ~~will~~with ~~receive~~our ~~the~~acquisition ~~payout right of $1,000,000 CAD~~activities. If ~~the~~We ~~option~~did isnot ~~exercised,~~undertake ~~Mariposa~~any ~~and~~business ~~the~~operations ~~Company~~during ~~may enter into a joint venture for exploration and development. If Mariposa were to fail to meet~~ the ~~maintenance~~year ~~requirements,~~ended 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 December 31, ~~2010 the Company has recorded a receivable of $22,897 due from Mariposa as reimbursement for maintenance payments it has made on Mariposa’s behalf~~2011.

OnInterest ~~March 24~~expense, 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.net

AsNet ofinterest expense for the years ended December 31, ~~2010~~2011 ~~the~~and ~~Company~~2010 ~~had~~was ~~not~~approximately ~~received~~$6,399 ~~the~~and 1$17,~~500~~650,~~000 shares~~ ofrespectively. Interest ~~Mariposa~~expense ~~stock~~consists ~~and~~of ~~had~~interest ~~incurred~~due ~~$22,851~~on ~~CAD~~two ~~reimbursable~~convertible ~~costs,~~debentures ~~valued at~~issued ~~$22,897~~by ~~USD,~~us for ~~which~~debt ~~reimbursement~~as isdescribed ~~due from Mariposa~~above. OnSee ~~November 2,~~Plan ~~2010 all eight~~ of ~~the~~Operation ~~claims~~above. Interest ~~covered~~income byconsists ~~the~~of ~~agreement~~interest ~~lapsed~~earned ~~for~~on ~~failure~~bank ~~to pay maintenance fees~~deposits. The ~~Company~~decrease ~~reclaimed~~in ~~four~~interest ofexpense ~~the~~is ~~nine~~due ~~mining claims,~~to ~~which~~the ~~four~~payment ~~mining~~of ~~claims~~the ~~are~~debt ~~now~~under ~~free~~these ofconvertible ~~tenure~~debentures ~~obligations~~during ~~until November~~the 2,current ~~2011~~year.

~~Okana~~The ~~Ventures~~Company has also borrowed funds from stockholders in the form of various non-interest demand loans. However, ~~Inc~~interest on these loans has been imputed at the rate of 6% per annum and is reported in our financial statements as additions to interest expense and contributed capital.

OnSettlement 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~~Claim ~~Company’s President~~

isThe ~~also~~claim ~~the~~against ~~President~~Lithium explained in ITEM 2. ~~Okana~~ ~~can~~PROPERTIES, ~~acquire~~above, ~~title~~was tofully ~~the~~settled ~~claim~~ on May 3, 2011 by ~~payment~~receipt of approximately $258,~~500~~000 ~~USD~~and ~~upon~~the ~~signing~~tender ~~the~~of ~~Agreement~~200,000 ~~and~~common ~~another~~shares $2of Lithium Exploration Group,~~500~~ ~~USD~~Inc ~~by August~~(LEXG). The 31cash was offset against a receivable from Lithium of approximately $24,000, ~~2010~~with the remainder recorded as a gain.

17The Lithium shares are temporarily restricted from trading as defined by the Securities Exchange Commission Rule 144. The Lithium shares were valued at $5.07 on the date of acquisition May 3, 2011 based on the closing price of the stock. A total gain of approximately $1,048,000 was recorded as a result of the transaction.

~~BEESTON~~We ~~ENTERPRISES~~have ~~LTD.~~elected to account for receipt of the shares under the fair value option method of accounting which requires the securities to be marked to market every reporting period through

~~(AN EXPLORATION STAGE COMPANY)~~21

~~NOTES TO~~the ~~FINANCIAL~~Statement ~~STATEMENTS~~of Operations. On December 31, 2011, Lithium shares closed at $0.54, resulting in a loss on marketable securities of an additional $78,000, bringing the total loss to $906,000, with a remaining market value at December 31, 2011 of $108,000.

~~DECEMBER~~Liquidity ~~31,~~and ~~2010~~Financial ~~AND 2009~~Condition

~~NOTE 6~~As -of December 31, 2011, our total assets were $108,366 and our total current liabilities were $44,253 and we had a working capital of $64,113. Our financial statements report a net loss of $10,659 for the year ended December 31, 2011, and a net loss of $1,761,234 for the period from July 12, 1999 (date of inception) to December 31, 2011.

~~SALE OF~~We ~~MINERAL~~have ~~RIGHTS~~suffered ~~(CONTINUED)~~recurring losses from operations. The continuation of our company is dependent on raising additional capital as needed for continuing exploration and development until such time as we are able to achieve a viable mining operation. In this regard we have raised additional capital through equity offerings and loan transactions.

~~Okana~~Cash ~~Ventures,~~Flows ~~Inc. (Continued)~~

and by carrying out a $200,000 CAD program of exploration and development ($200,401 USD as of December 31, 2010). Okana had paid the initial $5,000 as of August 31, 2010, reported as a sale of mineral rights. The exploration and development program consists of incurring exploration and development expense according to the following schedule:


		At		At
		December 31, 2011		December 31, 2010

Net Cash (Used in) Operating Activities	$	(86,916)	$	(77,826)
Net Cash Provided by (Used In) Investing Activities	$	Nil	$	Nil
Net Cash Provided by Financing Activities	$	87,049	$	71,751
Cash (decrease) increase during the year	$	133	$	(6,075)

ByWe ~~August~~had cash in the amount of $241 as of December 31, 2011: as compared to $25108 as of December 31,~~000 CAD~~ 2010. We had a working capital of $64,113 as of December 31, 2011 compared to working capital deficit of $15,048 as of December 31, 2010.

ByOur ~~August~~principal ~~31,~~sources ~~2012:~~of funds have been from sales of our common stock. ~~$25~~See ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY,~~000 CAD~~ ~~additionally~~RELATED SHAREHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Recent Sales of Unregistered Securities.

ByOne ~~August~~of 31our shareholders has also provided funding to Beeston in the form of various non-interest demand loans in the amounts of $20,215 ~~2013:~~ (U.S.) and $506,~~000~~ 102 (CAD) ~~additionally~~as ~~and~~of December 31, 2011.

ByAnticipated ~~August~~Cash ~~31,~~Requirements ~~2014: $100,000 CAD additionally to complete the purchase.~~

~~Upon~~We ~~fulfillment~~estimate ofthat ~~the~~our ~~exploration~~expenses ~~and~~over ~~developmental~~the ~~program, Okana~~next ~~assumes~~12 anmonths ~~obligation~~will tobe ~~pay~~approximately a$125,000 ~~royalty~~as ofdescribed 2%in ~~of net smelter returns to~~ the ~~original~~ ~~owner~~table ofbelow. ~~the~~These ~~claim,~~estimates ~~with~~may anchange ~~option~~significantly todepending ~~reduce~~on the ~~royalty~~nature ~~to 1% upon payment~~ of ~~$500,000~~our ~~CAD~~future orbusiness toactivities ~~eliminate~~and ~~the~~our ~~royalty~~ability ~~by payment of $1,000,000 CAD. Additionally, Okana assumes an obligation~~ to ~~pay~~raise ancapital ~~identical~~from ~~2% royalty~~shareholders ~~and~~or ~~payout~~other ~~opportunity to the Company~~sources.

NOTE 7 -


Description	Operating	Estimated
	Period	Expenses
		($)
Administrative	12 months	15,000
Professional fees	12 months	55,000
Mining expenses	12 months	55,000

~~MARKETABLE SECURITIES~~22

OnTotal September 24, 2009 the Company entered into an option agreement with a junior mining company, USA Uranium Corp. (“USAU”), granting it an option to acquire a 50% interest in nine mining claims upon payment, in the form of stock of USAU, valued at $~~315~~125,000 ~~on December 31, 2009.~~

AsWe ofhope ~~December~~to ~~31,~~meet ~~2010,~~our cash requirements for the ~~USAU~~next ~~shares~~12 ~~received~~months through equity financing by way of a private placement and/or through the ~~Company have~~exercise ~~been~~of ~~delisted~~the existing outstanding warrants held by our investors. ~~Due~~ toWe ~~doubt~~currently ~~about~~do ~~USAU’s~~not ~~ability~~have any arrangements in place to ~~perform~~complete any private placement financing and there is no assurance that we will be successful in completing any such financing on terms that will be acceptable to us or that the ~~absence~~ holders of our outstanding warrants will exercise the warrants. We also own securities of a ~~value~~company ~~for~~that ~~its~~is ~~shares~~publicly trading. These securities are currently restricted as to trading, however, upon the ~~Company~~removal ~~reduced~~of the ~~carrying~~restriction ~~value~~on ~~of USAU~~trading; these shares tocould $0be a source of funds for our operations.

~~NOTE 8~~Contractual -Obligations

~~STOCKHOLDERS’ EQUITY~~As ~~(DEFICIT)~~a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~Common Stock~~Going Concern

AsThe ofaudited ~~December~~financial ~~31,~~statements ~~2010~~included ~~and~~with ~~2009~~this annual report have been prepared on the ~~Company~~going ~~has~~concern ~~500,000,000 shares~~basis which assumes that adequate sources of ~~common~~financing ~~stock~~will ~~authorized~~be obtained as required and ~~94,773,093~~that our assets will be realized and ~~58,342,000,~~liabilities ~~respectively~~settled in the ordinary course of business. Accordingly, ~~issued~~ the audited financial statements do not include any adjustments related to the recoverability of assets and ~~outstanding~~classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

18Due to our limited amount of additional committed capital, recurring losses, negative cash flows from operations and our ability to pay outstanding liabilities, in their report for the fiscal year ended December 31, 2011 our independent auditors stated that there is substantial doubt about our ability to continue as a going concern. These audited financial statements have been prepared in accordance with U.S. generally accepted accounting principles, assuming that we will continue as a going concern.

~~BEESTON~~Since ~~ENTERPRISES~~inception, ~~LTD~~we have incurred operating losses and negative cash flows from operations. We had an accumulated deficit of $1,761,234 as of December 31, 2011, with a total stockholders’ equity of $64,113.

~~(AN~~We ~~EXPLORATION~~continue ~~STAGE~~to ~~COMPANY)~~have discussions with existing and potential new investors regarding an investment in us. Although we do not have any firm commitments, we intend to continue these discussions. However, there can be no assurances that we can attract new investment. Failure to obtain sufficient equity financing would have substantial negative ramifications to us.

~~NOTES TO~~Off-Balance ~~FINANCIAL~~Sheet ~~STATEMENTS~~Arrangements

~~DECEMBER~~We 31have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~2010~~changes ~~AND~~in ~~2009~~financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~NOTE 8~~APPLICATION -OF CRITICAL ACCOUNTING POLICIES

~~STOCKHOLDERS’ EQUITY~~Our ~~(DEFICIT)~~audited ~~(CONTINUED)~~financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported

~~Common Stock (Continued)~~23

~~The~~amounts ~~following~~of ~~details~~assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the ~~stock~~basis ~~transactions~~and ~~for~~nature of the ~~Company:~~estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

OnUse ~~April 7, 2009 the Directors, with shareholder approval, increased the single class~~ of ~~common~~Estimates ~~stock authorized from 100,000,000 to 500,000,000 with no change in the $.001 per share par value.~~

OnThe ~~April~~preparation 9,of ~~2010~~financial ~~conversion~~statements ofin ~~debentures~~conformity ~~increased~~with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~number~~reported amounts of ~~shares~~ ~~outstanding~~assets byand ~~32,527,761. Payment~~liabilities and disclosure of ~~accrued~~contingent ~~interest~~assets inand liabilities at the ~~form~~ date of ~~stock~~the ~~added~~financial 3statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our periodic filings with the Securities and Exchange Commission include,~~903~~ where applicable,~~332~~ ~~shares~~disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of our company.

~~NOTE 9~~Net -Income or (Loss) per Share of Common Stock

~~PRIVATE PLACEMENT~~Our ~~MEMORANDUM~~company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.

OnOur ~~July~~company ~~12,~~has ~~2010~~potentially ~~the~~dilutive ~~Board of Directors authorized a new Private Placement Memorandum (Second PPM) offering 30~~securities,~~000,000~~ ~~units,~~such ~~priced~~as ~~at $.005 USD per unit. Each offered unit is comprised of one share of Beeston common stock and two~~ warrants, ~~with~~currently ~~one~~issued ~~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 $outstanding.~~006. The~~ ~~Second PPM expires January 12, 2011 unless extended.~~

~~NOTE 10~~NEW -ACCOUNTING PRONOUNCEMENTS

~~FAIR VALUE~~Recent ~~MEASUREMENTS~~accounting pronouncements did not, and are not currently expected to, have a material effect on our financial statements, but will be implemented in our future financial reporting when applicable.

OnWith ~~January~~the 1,exception ~~2008,~~of the ~~Company~~pronouncements ~~adopted~~noted ~~ASC Topic 820~~above, ~~“Fair Value~~no ~~Measurements”.~~other ~~ASC~~accounting ~~820~~standards ~~defines~~or ~~fair~~interpretations ~~value,~~issued ~~provides~~or arecently ~~consistent framework~~adopted ~~for~~are ~~measuring~~expected ~~fair~~to ~~value~~have ~~under~~a ~~Generally~~material ~~Accepted~~impact ~~Accounting Principles~~on ~~and~~our ~~expands fair value financial statement disclosure requirements. ASC 820~~company’s ~~valuation~~financial ~~techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources~~position, ~~while~~operations ~~unobservable~~or ~~inputs~~cash ~~reflect our market assumptions~~flows.

~~ASC~~ITEM ~~820~~7A. ~~classifies~~QUANTITATIVE ~~these~~AND ~~inputs~~QUALITATIVE ~~into~~DISCLOSURES ~~the~~ABOUT ~~following~~MARKET ~~hierarchy:~~RISK.

~~Level~~As 1a ~~Inputs- Quoted~~“smaller ~~prices~~reporting ~~for~~company”, ~~identical~~we ~~instruments~~are ~~in active~~not ~~markets~~required to provide the information required by this Item.

~~Level~~ITEM 28. ~~Inputs- Quoted~~FINANCIAL 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.STATEMENTS

19Included herewith are the following financial statements:

~~BEESTON ENTERPRISES LTD.~~24

~~(AN~~BEESTON ~~EXPLORATION~~ENTERPRISES ~~STAGE COMPANY)~~LTD.

~~NOTES TO~~ (AN ~~FINANCIAL~~EXPLORATION ~~STATEMENTS~~STAGE COMPANY)

~~DECEMBER~~INDEX ~~31,~~TO ~~2010~~FINANCIAL ~~AND 2009~~STATEMENTS

~~NOTE 10 -~~ Page

~~FAIR VALUE~~Report ~~MEASUREMENTS~~of ~~(CONTINUED)~~Independent Registered Public Accounting Firm

~~Level 3 Inputs- Inputs with primarily unobservable value drivers.~~26

~~The~~Balance ~~following~~Sheets ~~table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis~~ as of December 31, 2011 and 2010:

Assets Level 1 Level 2 Level 3 Total Cash $ 108 $ - $ - $ 108 Total Assets 108 - - 108 ==== ==== ====== ===== Notes payable - 9,415 9,415 Convertible debentures - 122,295 122,295 Total Liabilities - 131,710 131,710 ===== ====== ====== ======27

~~The~~Statements ~~following~~of ~~table~~Operations ~~represents the fair value hierarchy for those financial assets~~ and ~~liabilities~~Accumulated ~~measured~~Other atComprehensive ~~fair value on a recurring basis as of December 31, 2009:~~

~~Assets~~ Income ~~Level~~(Loss) 1for ~~Level~~the 2Years ~~Level~~Ended 3December ~~Total Cash $ 6~~31,~~483~~ $2011 -and $2010 ~~- $ 6,483 Total Assets 6,483 - - 6,483 ==== ==== ====== ===== Notes payable - 80,954 80,954 Convertible debentures - 227,670 227,670 Total Liabilities - 308,624 308,624 ===== ====== ====== ======~~

20 (with cumulative totals since Inception, July 12, 1999)

~~BEESTON ENTERPRISES LTD.~~28

~~(AN~~Statement ~~EXPLORATION~~of ~~STAGE~~Changes ~~COMPANY~~in Stockholders’ Equity (Deficit)

~~NOTES TO~~ From ~~FINANCIAL~~July ~~STATEMENTS~~12, 1999 (Inception) to December 31, 2011

~~DECEMBER 31, 2010 AND 2009~~29

~~NOTE 11~~Statements -of Cash Flows for the Years Ended December 31, 2011

~~LONG TERM~~ and ~~DEBT~~2010 ~~MATURITY~~(with ~~SCHEDULE~~Cumulative Totals Since Inception)

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 $122,295 as of December 31, 2010. The five-year long- term debt maturity schedule is as follows:30

~~2011~~Notes to Financial Statements

$ 31- ~~0 –~~ 38

~~2012~~25

-REPORT 0OF – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~2013~~To the Board of Directors and Stockholders of

~~122,295~~Beeston Enterprises Ltd.

~~2014~~We have audited the accompanying balance sheets of Beeston Enterprises Ltd. (the “Company”) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' deficit, and cash flows for each of the two years in the period ended December 31, 2011. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

-We 0conducted –our audits in accordance with standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~2015~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

-The 0accompanying -financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred substantial accumulated deficits and operating losses. These issues lead to substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~NOTE 12~~/s/ -Friedman LLP

~~SUBSEQUENT EVENTS~~East Hanover, New Jersey

OnMarch ~~January 12~~30, ~~2011 the Second Private Placement Memorandum, mentioned above in Note 8, lapsed with no shares sold under the memorandum.~~2012

On November 30, 2010, Mariposa Resources Ltd., the second junior mining company optionee mentioned above in Note 6, 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 $22,851.11 CAD, valued at $22,897 USD, related to the mining claim maintenance fees and re-claiming fees paid by Beeston on behalf of Lithium. Lithium has since terminated its option agreement with Beeston, by notice dated February 14, 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. 26

21 BEESTON ENTERPRISES LTD.

~~ITEM~~(AN 9.EXPLORATION STAGE COMPANY)

~~CHANGES~~BALANCE ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~SHEETS

~~There~~DECEMBER ~~have~~31, ~~been~~2011 ~~no disagreements~~AND ~~of any kind with the Company’s Independent Auditors.~~2010

ITEM 9AT. CONTROLS AND PROCEDURES


ASSETS

	2011	2010
Current Assets
Cash	$ 241	$ 108
Other receivable, net	-	22,897
Prepaid expenses and deposits	125	-
Prepaid consulting	-	12,233
Marketable securities	108,000	-

Total Current Assets	108,366	35,238

TOTAL ASSETS	$ 108,366	$ 35,238

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$ 18,053	$ 28,638
Promissory notes, related party	26,200	9,415
Option liability	-	12,233
Total Current Liabilities	44,253	50,286

Long Term Debt
Convertible debentures, related party, and accrued interest	-	122,295
Total Long Term Debt	-	122,295

Total Liabilities	44,253	172,581

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001, 500,000,000 shares authorized and
160,851,241 and 94,773,093 shares, respectively, issued and outstanding	160,851	94,773
Additional paid-in capital	1,664,496	1,518,459
Deficit accumulated during the development and exploration stages	(1,761,234)	(1,750,575)

Total Stockholders' Equity (Deficit)	64,113	(137,343)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 108,366	$ 35,238

~~Our management~~The isaccompanying ~~responsible~~notes ~~for~~are ~~establishing~~an ~~and~~integral ~~maintaining~~part ~~adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~these ~~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.27

~~Based on~~BEESTON ~~the~~ENTERPRISES current internal controls employed by the Company, the Company concludes that, as of December 31, 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 disbursementsLTD.

~~This annual~~(AN ~~report~~EXPLORATION ~~does~~STAGE not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.COMPANY)

~~Changes~~STATEMENTS inOF ~~internal controls~~OPERATIONS ~~over~~AND ~~financial reporting~~ OTHER

~~There~~ACCUMULATED ~~was~~COMPREHENSIVE noINCOME change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. (LOSS)

~~ITEM~~FOR ~~9B. OTHER INFORMATION~~THE YEARS ENDED DECEMBER 31, 2011 AND 2010

~~During~~ (WITH ~~the~~CUMULATIVE ~~fourth quarter~~TOTALS ofSINCE ~~the fiscal year ended December 31, 2010, there was no information required to be reported on Form 8K which was not previously reported.~~INCEPTION)

PART III


				Cumulative Totals
				July 12, 1999 to
		2011	2010	December 31, 2011
REVENUE
	Sale of mining claims	$ -	$ 5,000	$ 131,889

OPERATING EXPENSES
	Speculative mining expenses	1,854	25,285	387,357
	Consulting	58,510	37,207	132,882
	Professional fees	53,153	45,899	273,462
	Administrative expenses	32,831	9,263	146,271
	Depreciation	-	-	3,806
	Total Operating Expenses	146,348	117,654	943,778

LOSS FROM OPERATIONS		(146,348)	(112,654)	(811,889)

OTHER INCOME (EXPENSE)
	Interest expense	(6,399)	(17,650)	(60,682)
	Foreign currency transaction loss	(209)	(16,419)	(16,628)
	Claim settlement gain	1,048,297	-	1,048,297
	Loss from debt extinguishment	-	(495,300)	(839,326)
	Loss on modification of warrants	-	(207,651)	(207,651)
	Loss on marketable securities	(906,000)	(103,600)	(1,009,600)
	Release of exploration cost liability	-	-	136,245
	Total Other Income (Expense)	135,689	(840,620)	(949,345)

NET LOSS APPLICABLE TO COMMON SHARES		$ (10,659)	$ (953,274)	$ (1,761,234)

ACCUMULATED OTHER COMPREHENSIVE
	INCOME (LOSS)
	Gain on marketable securities	-	(211,400)	-
	Cumulative currency translation adjustment	-	9,058	-
	Total Other Comprehensive Income (Loss)	-	(202,342)	-

COMPREHENSIVE LOSS		$ (10,659)	$ (1,155,616)	$ (1,761,234)


NET LOSS PER BASIC AND DILUTED SHARES		$ (0.00)	$ (0.01)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (BASIC AND DILUTED)		138,349,984	84,991,594

~~ITEM~~The ~~10.~~accompanying notes are an integral part of these financial statements

~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~28

~~The~~BEESTON ~~names,~~ENTERPRISES ~~ages, and respective positions of the directors, officers, and significant employees of the Company are set forth below~~LTD.

Name	Age	Position	Date of Election or Appointment
Michael Upham	55	Director, President, Secretary, Treasurer, CEO, CFO	June/July,2009

(AN EXPLORATION STAGE COMPANY)

~~Michael Upham~~STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

~~Michael Upham~~FROM ~~was~~JULY ~~appointed a member of the Board of Director on June 10~~12, 2009 and the president, secretary, treasurer, chief executive officer and chief financial officer of the Company on July 1, 2009. Mr. Upham was a past director of Beeston Enterprises Ltd., a position he held from September 1999 to(INCEPTION) ~~May~~TO ~~2005, when~~DECEMBER ~~he resigned to become an officer and director of Okana Ventures~~31, Inc., a development stage company, which positions he still holds. Mr. Upham has been in the retail sales and marketing sector for over 35 years. He was manager of Jack Fraser’s, a Canadian men’s clothing chain, having worked his way up to a management level during his term with the company from 1971 to 1977. In 1978, Mr. Upham joined the sales staff at Finns Clothiers, where he worked as senior sales representative until 1985. In 1986, he became district sales manager for Playtex Canada Ltd. Mr. Upham left Playtex Canada Ltd. in 1996 to become district sales manager for Imperial Tobacco Company Limited, a position he held until his retirement in 2009. Mr. Upham is prepared to devote 20% of his time, or approximately eight hours per week, to our operations.2011

Beeston's director and executive officer has not been involved, during the past five years, in any bankruptcy proceedings, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.


	Common Stock		Additional	Accumulated	Deficit accumul-	Stockholders'
	Shares	Amount	Paid-in Capital	Other Compre-	ated during the ex-	Equity (Deficit)
				hensive Income	ploration stages
				(Loss)
July 12, 1999 (Inception)	-	-	-		-	-
Issuance of common stock for cash,
September 9, 1999	1,700,000	$ 1,700	$ -	$ -	$ -	$ 1,700
Net loss	-	-	-		(1,700)	(1,700)
Balance, December 31, 1999	1,700,000	1,700	-		(1,700)	-

Net loss	-	-	-		-	-
Balance, December 31, 2000	1,700,000	1,700	-		(1,700)	-

Net loss	-	-	-		-	-
Balance, December 31, 2001	1,700,000	1,700	-		(1,700)	-

Issuance of common stock for cash,
December 30, 2002	3,375,000	3,375	30,375		-	33,750
Net loss	-	-	-		(9,242)	(9,242)
Balance, December 31, 2002	5,075,000	5,075	30,375		(10,942)	24,508

Net loss	-	-	-		(29,673)	(29,673)
Balance, December 31, 2003	5,075,000	5,075	30,375		(40,615)	(5,165)

Issuance of common stock for cash,
December 20, 2004	750,000	750	74,250		-	75,000
Net loss	-	-	-		(30,738)	(30,738)
Balance, December 31, 2004	5,825,000	5,825	104,625		(71,353)	39,097

Net loss	-	-	-		(25,912)	(25,912)
Balance, December 31, 2005	5,825,000	5,825	104,625	-	(97,265)	13,185

10 for 1 forward split, July 17, 2006	52,425,000	52,425	(52,425)		-	-
Net loss	-	-	-		(92,174)	(92,174)
Forgiveness of interest on notes payable	-	-	2,299	-	-	2,299
Other accumulated comprehensive loss				2,072		2,072
Balance, December 31, 2006	58,250,000	58,250	54,499	2,072	(189,439)	(74,618)

Net loss	-	-	-	-	(157,810)	(157,810)
Forgiveness of interest on notes payable	-	-	7,124	-	-	7,124
Other accumulated comprehensive loss	-	-	-	(10,223)	-	(10,223)
Balance, December 31, 2007	58,250,000	58,250	61,623	(8,151)	(347,249)	(235,527)

Issuance of common stock for cash,
July 9, 2008	92,000	92	62,468	-	-	62,560
Net loss	-	-	-	-	(69,375)	(69,374)
Forgiveness of interest on notes payable	-	-	11,188	-	-	11,188
Other accumulated comprehensive loss	-	-	-	20,690	-	20,689
Balance, December 31, 2008	58,342,000	58,342	135,279	12,539	(416,624)	(210,464)

Net loss	-	-	-	-	(380,677)	(380,677)
Forgiveness of interest on notes payable	-	-	4,434	-	-	4,434
Amortization of consulting options	-	-	24,720	-	-	24,720
Fair value of warrants issued	-	-	383,828	-	-	383,828
Other accumulated comprehensive
income (loss)	-	-	-	189,803	-	189,803
Balance, December 31, 2009	58,342,000	58,342	548,261	202,342	(797,301)	11,644

Net loss	-	-	-	-	(953,274)	(953,274)
Forgiveness of interest on notes payable	-	-	1,659	-	-	1,659
Amortization of consulting options	-	-	37,207	-	-	37,207
Conversion of notes and interest liability	36,431,093	36,431	204,758	-	-	241,189
Exchange of debt for notes and warrants	-	-	495,300	-	-	495,300
Modification of warrant terms	-	-	207,651	-	-	207,651
Exchange of non-trading shares for debt	-	-	23,623	-	-	23,623
Other accumulated comprehensive
income (loss)	-	-	-	(202,342)	-	(202,342)
Balance, December 31, 2010	94,773,093	94,773	1,518,459	-	(1,750,575)	(137,343)

Net loss	-	-	-	-	(10,659)	(10,659)
Forgiveness of interest on notes payable	-	-	365	-	-	365
Exercise of warrants – proceeds used to repay debt	4,657,243	4,657	9,360	-	-	14,017
Exercise of warrants – proceeds used to repay debt	566,667	567	1,133	-	-	1,700
Conversion of debentures and interest	42,672,000	42,672	86,581	-	-	129,253
Exercise of warrants	18,182,238	18,182	36,365	-	-	54,547
Amortization of consulting options	-	-	12,233	-	-	12,233
Balance, December 31, 2011	160,851,241	$ 160,851	$ 1,664,496	$ -	$ (1,761,234)	$ 64,113

~~There have~~The ~~been~~accompanying nonotes ~~changes~~are inan ~~the~~integral ~~procedures~~part byof ~~which~~these ~~security~~financial ~~holders may recommend nominees to the Company’s Board of Directors.~~statements

~~The Board of Directors does not currently have a standing audit committee.~~29

~~Significant~~BEESTON ~~Employees~~ENTERPRISES LTD.

~~Beeston has~~(AN noEXPLORATION ~~significant~~STAGE ~~employees other than the officers and directors described above, whose time and efforts are being provided to Beeston without compensation.~~COMPANY)

~~Compliance~~STATEMENTS ~~with~~OF ~~Section~~CASH ~~16(a) of the Exchange Act.~~FLOWS

~~The Company~~FOR isTHE ~~not~~YEARS ~~aware~~ENDED ofDECEMBER a31, ~~director~~2011 orAND ~~officer who is delinquent in their reporting under Section 16(a) of the Exchange Act.~~2010

~~Code~~(WITH ~~of Ethics~~CUMULATIVE TOTALS SINCE INCEPTION)

Beeston has not adopted a Code of Ethics at this time.


			Cumulative Totals
			July 12, 1999 to
	2011	2010	December 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (10,659)	$ (953,274)	$ (1,761,234)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation	-	-	3,806
Amortization of prepaid consulting	12,233	37,207	74,160
Claim settlement gain	(1,014,000)	-	(1,014,000)
Mark to market on marketable securities	906,000	103,600	906,000
Gain on foreign currency translations	1,074	9,058	1,097
Interest forgiven by shareholder	365	1,659	27,069
Accrued interest	5,884	16,147	43,615
Other	-	704,017	1,048,043
Changes in assets and liabilities
Prepaid expenses and deposits	(125)	3,241	(125)
Other receivable	22,897	(14,619)	(1,089)
Accounts payable	(10,585)	15,138	18,053

Net cash used in operating activities	(86,916)	(77,826)	(654,605)

CASH FLOWS FROM INVESTING ACTIVITES
Acquisition of equipment	-	-	(3,806)

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

CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from sale of common stock	-	-	173,010
Proceeds from exercise of stock warrants	70,264	-	70,264
Principal payments on promissory notes	(9,415)	71,751	389,178
Proceeds from issuance of promissory notes, related party	26,200	-	26,200

Net cash provided by financing activities	87,049	71,751	658,652

NET INCREASE (DECREASE) IN CASH	133	(6,075)	241

CASH - BEGINNING OF YEAR	108	6,183	-

CASH - END OF YEAR	$ 241	$ 108	$ 241

SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:
Forgiveness of interest on stockholder notes payable to additional
paid-in capital	$ 365	$ 1,659
Conversion of notes and loans payable into convertible debt	$ -	$ 112,294
Conversion of convertible debentures into stock	$ 115,405	$ 232,788
Conversion of accrued interest into stock	$ 13,849	$ 8,402
Payment of notes to stockholder using non-trading securities	$ -	$ 23,623

~~ITEM 11. EXECUTIVE~~The ~~COMPENSATION.~~accompanying notes are an integral part of these financial statements

(a) Mr. Upham received directors fees totaling $12,000 during the period of June15, 2009 to December 15, 2009. No officer or director of Beeston received any remuneration in the form of salaries and/or allowances during 2009 and 2010. 30

~~(b) There~~BEESTON ~~are~~ENTERPRISES no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiariesLTD.

(c)AN ~~No remuneration~~EXPLORATION isSTAGE ~~proposed to be paid in the future directly or indirectly by the corporation to any officer or director under any plan that presently exists.~~COMPANY)

~~ITEM 12. SECURITY~~NOTES ~~OWNERSHIP~~TO OFFINANCIAL ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~STATEMENTS

AsDECEMBER ~~of December~~ 31, ~~2010,~~2011 ~~Beeston~~AND ~~had no compensation plans in effect under which equity securities are authorized for issuance.~~2010

~~Following~~NOTE is a table showing security ownership of certain beneficial owners, as well as management of the Company. Unless otherwise noted, address of record for each shareholder is #200 – 1687 West Broadway, Vancouver, B.C., V6J 1X2. Unless otherwise noted, each shareholder is the direct owner of his or her shares.1-

~~Title~~ORGANIZATION ofAND ~~Class~~BASIS ~~Name~~OF ~~and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class N/A~~PRESENTATION

~~There~~Beeston Enterprises Ltd., “the Company,” was incorporated on July 12, 1999 under the laws of the State of Nevada. At present, we are ~~currently no~~an ~~authorization~~exploration ~~plans~~stage company engaged in ~~effect~~the search of mineral deposits that can be developed to a state of a commercially viable producing mine.

~~ITEM 13. CERTAIN~~Ruth ~~RELATIONSHIPS~~Lake ~~AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Property

~~Other than~~We ascurrently ~~set~~own ~~forth~~a in100% ~~Item~~interest 7,in ~~there~~ten ~~are~~mineral noclaims ~~relationships~~comprising 4,826.46 ~~transactions~~hectares, ~~or proposed~~known ~~transactions~~as tothe ~~which~~“Ruth ~~the~~Lake ~~registrant~~Property” ~~was~~located orapproximately is25 tokilometers befrom aLac ~~party~~La Hache, British Columbia, Canada. The claims are in ~~which any~~good ofstanding ~~the~~until ~~named~~November ~~persons~~4, ~~set~~2012. Our ~~forth~~interest in ~~Item~~the ~~404~~Ruth ofLake ~~Regulation~~Property was acquired SKfrom ~~had~~Candorado orOperating isCompany, ~~to have~~Ltd., a ~~direct~~British orColumbia ~~indirect~~corporation ~~material~~trading ~~interest~~on the TSX Venture Exchange (Trading Symbol “CDO”).

~~None~~Chucker ~~of the directors qualify as independent directors.~~Property

~~ITEM14~~On August 26, 2011, the Company was granted an option to acquire a 100% interest in eighteen mineral claims located in the Silver Star Mining District, Mineral County, Nevada (the “Chucker Property”). ~~PRINCIPAL~~ Subject ~~ACCOUNTANT~~to ~~FEES~~the ~~AND~~Company ~~SERVICES~~making the various payments and expenditures required under the option agreement within the times provided for during the term of the option, this option will expire on the date that is 75 months from the date that the Company accepts the geology report currently being prepared for the Company. The Company can also cancel the option upon 30 days notice.

1.Going Concern

~~Audit~~The ~~Fees: Aggregate~~accompanying ~~fees~~financial ~~billed~~statements ~~for~~have ~~each~~been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the ~~last~~Company ~~two (2)~~as ~~fiscal~~a ~~years~~going ~~for~~concern. The ~~professional~~Company ~~services~~has ~~rendered~~had byrecurring ~~the~~losses, ~~principal~~large ~~accountant~~ accumulated deficits, is dependent on one shareholder to provide additional funding for ~~the~~operating ~~audit~~expenses, ofis in the ~~annual~~exploration ~~financial~~stage, ~~statements~~ and ~~review~~has ofno ~~financial statements~~revenues. ~~included~~This onraises ~~Form~~substantial ~~10-Q:~~doubt about the Company’s ability to continue as a going concern.

~~2010:~~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.

~~$28,150~~It is expected that the Company’s operating expenses will be funded by its shareholders or through the issuance of stock.

~~2009:~~31

~~$17,000~~BEESTON ENTERPRISES LTD.

2. (AN EXPLORATION STAGE COMPANY)

~~Audit-Related~~NOTES ~~Fees: Aggregate~~TO ~~fees~~FINANCIAL billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously.STATEMENTS

DECEMBER 31, 2011 AND 2010:

~~$6,500~~NOTE 1-

~~2009:~~ORGANIZATION AND BASIS OF PRESENTATION(CONTINUED)

~~$6,200~~Going Concern(Continued)

3These 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.

~~Tax~~NOTE ~~Fees: Aggregate fees billed in each of the last two (~~2~~) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.~~-

~~2010:~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

$0Use of Estimates

~~2009:~~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 the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

$0Cash and Cash Equivalents

4Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.

~~All~~Mineral ~~Other~~Acquisition ~~Fees: Aggregate fees billed in each of the last two (2) fiscal years for products~~ and ~~services~~Exploration ~~provided~~Costs ~~by the principal accountant, other than the services previously reported.~~

~~2010:~~Our company has been in the exploration stage since the middle of 2006 and has not yet realized any revenue from our planned operations. We are primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

$0Income Taxes

~~2009:~~The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and

$032

5BEESTON ENTERPRISES LTD.

~~Audit~~ (AN ~~Committee~~EXPLORATION ~~Pre-Approval~~STAGE ~~Procedures. The Board of Directors has not, to date, appointed an Audit Committee.~~COMPANY)

~~PART~~NOTES IVTO FINANCIAL STATEMENTS

~~ITEM~~DECEMBER ~~15. EXHIBITS~~31, ~~FINANCIAL~~2011 ~~STATEMENT~~AND ~~SCHEDULES~~2010

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

NOTE 2-

~~SIGNATURES~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

~~Pursuant~~Income ~~to the requirements of Section 13 or 15~~Taxes(dContinued) ~~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~~liabilities ~~ENTERPRISES LTD~~and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~Date:~~Federal, state and local income tax returns for years since 1999 could be subject to examination by tax authorities.

/Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's~~/ Michael Upham~~ ability to generate taxable income during the carry forward period.

~~Michael Upham,~~33

~~President, CEO~~BEESTON ENTERPRISES LTD.

~~Pursuant~~ (AN toEXPLORATION ~~the requirements~~STAGE ~~of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~COMPANY)

~~/s/~~NOTES ~~Michael~~TO ~~Upham~~FINANCIAL ~~Michael Upham, President, Treasurer, CEO, CFO, Director Date: April 13, 2011~~STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

Net Loss Per Share of Common Stock

The Company follows financial accounting standards which provide for “basic” and “diluted” earnings per share. Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period. Diluted earnings per share reflects the potential dilution due to securities outstanding which could affect the number of shares upon exercise. Although the Company had dilutive securities outstanding as of December 31, 2011 and 2010, due to the Company’s loss position for the years and from inception (July 12, 1999), the effect of the warrants would be anti-dilutive. Therefore basic and diluted earnings per share are the same.

Dilutive securities outstanding as of December 31, 2011 and 2010 are:


	2011	2010
Convertible debentures	-	38,100,000
Options	-	200,000
Warrants	98,619,429	122,025,667
Total	98,619,429	160,325,667


	Year Ended December 31,
	2011	2010
Net Loss	$ (10,659)	$ (953,274)
Weighted average common shares
outstanding (basic and diluted)	138,349,984	84,991,594

Earnings per share (basic and diluted)	$ 0.00	$ 0.01

Fair Value Measurements

On January 1, 2008, the Company adopted ASC Topic 820, “Fair Value Measurements.” ASC 820 defines fair value, provides a consistent framework for measuring fair value un 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 market assumptions.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(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-driven valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs: Inputs with primarily unobservable value drivers.

The carrying amount reported in the balance sheet for cash, accounts payable and accrued liabilities and promissory notes, related party approximates fair value because of the immediate or short-term maturity of these financial instruments.

NOTE 3 -

SALE OF MINERAL RIGHTS

Lithium Exploration Group, Inc., aka Mariposa Resources Ltd.

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 were then free of tenure obligations until November 4, 2012. 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 our 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 was also indebted to Beeston in the amount of $23,983 USD, related to the mining claim maintenance fees and reclaiming fees paid by Beeston on behalf of Lithium.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 3 -

SALE OF MINERAL RIGHTS(CONTINUED)

Lithium terminated its option agreement with Beeston, by notice dated February 14, 2011, and effective March 17, 2011. The Company then claimed payment from Lithium in regard to the outstanding debts and the ongoing maintenance requirements for the remaining claims and compensation for the loss of four mining claims. This claim was subsequently settled between the parties. (See Note 4 below.)

NOTE 4 -

CLAIM SETTLEMENT GAIN AND MARKETABLE SECURITIES

The claim against Lithium explained in Note 3, above, was fully settled on May 3, 2011 by receipt of approximately $58,000 and the tender of 200,000 common shares of Lithium Exploration Group, Inc (LEXG). The cash was offset against a receivable from Lithium of approximately $24,000, with the remainder recorded as a gain.

The Lithium shares are temporarily restricted from trading as defined by the Securities Exchange Commission Rule 144. The Lithium shares were valued at $5.07 on the date of acquisition May 3, 2011 based on the closing price of the stock using Level 1 inputs. A gain of $1,014,000 was recorded.

A total gain of approximately $1,048,000 was recorded as a result of the transaction. This gain included cash proceeds of $58,000 off set by repayment of accounts receivable of 24,000.

The Company elected to account for receipt of the shares under the fair value option method of accounting which requires the securities to be marked to market every reporting period. On December 31, 2011, Lithium shares closed at $0.54, resulting in a loss on marketable securities of $906,000, with a remaining market value at December 31, 2011 of $108,000 using Level 1 inputs.

NOTE 5 -

PROMISSORY NOTES, RELATED PARTY

The Company has borrowed funds for working capital purposes from stockholders of the Company by issuing promissory notes and unsecured loans. The notes are payable on demand and are not interest-bearing. They are reported as current liabilities due to the demand provision. As of December 31, 2011, and 2010, there were promissory notes outstanding totaling $26,200 and $9,415, respectively.

Simple interest expense on the notes is imputed currently at the rate of 6% per annum as additions to interest expense and contributed capital.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 6 -

STOCKHOLDERS’ EQUITY (DEFICIT)

As of December 31, 2011, the Company has 500,000,000 shares of common stock authorized with a par value of $0.001 per share. Shares outstanding at December 31, 2011, were 160,851,241. Increases in shares outstanding during the year were due to exercise of warrants, exchange of stock for debt, and conversion of convertible debentures.

Warrants Exercise

In the year ended December 31, 2011, the Company issued a total of 23,406,328 shares for warrants exercised at a price of $0.003 for total proceeds of $70,264. At December 31,2011, the Company had 98,619,429 warrants available to be exercised with a weighted average exercise price of $0.003 and a weighted average contractual life of 1.5 years.

Conversion of Convertible Debentures

On June 4, 2011, the debenture issued on June 4, 2010 for debt in the amount of $48,000 CAD, carried as $49,105 USD, was converted at $0.003 CAD per share into 16,000,000 shares. Also on June 4, 2011, the debenture issued on June 4, 2010 for debt in the amount of $66,300 was converted at $0.003 USD per share into 22,100,000 shares. The Company elected to pay the interest accruing due on June 4, 2011 of $7,956 on the USD-denominated debenture and $5,760 CAD on the CAD-denominated debenture, carried at $5,893 USD, totaling $13,849 USD, by the issuance of 4,572,000 shares. The total effect of debenture conversions was 42,672,000 shares with a total value of $129,254.

NOTE 7 -

INCOME TAXES

The (provision) benefit for income taxes was $0 for the fiscal years ended 2011 and 2010.

The Company’s effective tax rates are as follows:


	December 31,	December 31,
	2011	2010
Statutory federal tax (benefit)	(34%)	(34%)
Permanent Difference	0%	0%
Valuation Allowance	34%	34%
Effective Tax Rate	0%	0%

The tax effects of temporary differences that give rise to deferred tax assets consist of the following:

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 7 -

INCOME TAXES (CONTINUED)


	2011	2010
Net operating losses	126,000	430,000
Marketable securities	343,000	35,000
Total deferred tax asset	469,000	465,000
Valuation allowance	(469,000)	(465,000)
Net deferred tax asset	-	-

As of December 31, 2011, and 2010 the Company had federal net operating loss carry forwards of approximately $370,000 and $1,265,000, respectively. If not used, these carry forwards will expire between 2029 and 2031.

The Company maintains a valuation allowance of $469,000 and $465,000 on its deferred tax assets as of December 31, 2011 and 2010, respectively. Until the Company achieves and sustains an appropriate level of profitability, it plans to maintain a valuation allowance on its net deferred tax assets on a fully reserved basis.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements of any kind with our Independent Auditors.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our President (our chief executive officer and our chief financial officer), of effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report. Based on this evaluation, our President (our chief executive officer and our chief financial officer) have concluded that our disclosure controls and procedures were effective as of December 31, 2011, to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate, to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported as specified in the SEC rules and forms. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and can therefore only provide reasonable, not absolute, assurance that the design will succeed in achieving its stated goals.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president (our chief executive officer and chief financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of December 31, 2011, our Company’s internal control over financial reporting 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.

Change in Internal Control Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitation of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

As at December 31, 2011, our directors and executive officer, their ages, positions held, and duration of such, are as follows:


Name	Age	Position	Date of Election or Appointment
Michael Upham	57	Director, President, Secretary, Treasurer, CEO, CFO	June/July,2009

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Michael Upham – President, Chief Executive Officer, Chief Financial Officer and Director

Michael Upham was appointed a member of the Board of Director on June 10, 2009 and the president, secretary, treasurer, chief executive officer and chief financial officer of the Company on July 1, 2009. Mr. Upham was a past director of Beeston Enterprises Ltd., a position he held from September 1999 to May 2005, when he resigned to become an officer and director of Okana Ventures, Inc., a development stage company, which positions he held until March 30, 2011. Mr. Upham has been in the retail sales and marketing sector for over 35 years. He was manager of Jack Fraser’s, a Canadian men’s clothing chain, having worked his way up to a management level during his term with the company from 1971 to 1977. In 1978, Mr. Upham joined the sales staff at Finns Clothiers, where he worked as senior sales representative until 1985. In 1986, he became district sales manager for Playtex Canada Ltd. Mr. Upham left Playtex Canada Ltd. in 1996 to become district sales manager for Imperial Tobacco Company Limited, a position he held until his retirement in 2009. Mr. Upham is prepared to devote 20% of his time, or approximately eight hours per week, to our operations.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:


	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity



	ii.	Engaging in any type of business practice; or

	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


	i.	Any Federal or State securities or commodities law or regulation; or

	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Compliance

The Company is not aware of a director or officer who is delinquent in their reporting under Section 16(a) of the Exchange Act.

Nomination Process

There have been no changes in the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Code of Ethics

Effective January 3, 2012, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written policies to promote:

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and regulations; and

(4) accountability for adherence to the Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is filed herewith with the Securities and Exchange Commission as Exhibit 14.1 to this annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Beeston Enterprises Ltd.1685 H Street, #219Blaine, WA 98230-5110

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of the compensation paid to the following persons:


	(a)	our principal executive officer;


	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2011and 2010; and


	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2011 and 2010;

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Michael Upham⁽¹⁾ President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer	2011 2010	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil


	(1)	Michael Upham was appointed a member of the Board of Director on June 10, 2009 and the president, secretary, treasurer, chief executive officer and chief financial officer of the Company on July 1, 2009.

Other than set out previously in this filing there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Plan-Based Awards

We have not made any grants of plan based awards since our inception to December 31, 2011.

Stock Options and Equity Awards

We have not issued or granted any stock options or equity awards since our inception to December 31, 2011.

Compensation of Directors and Executive Officers

No executive officer or director of Beeston received any remuneration in the form of salaries and/or allowances during 2011 and 2010.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We do not have any employment agreement, consulting agreement or any other agreements for compensating our directors or executive officers for their services, although such directors and/or executive officers may in the future receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding during 2011 and 2010.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 30, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class
N/A


	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 30, 2012. As of March 30, 2012 there were 160,851,241 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2011, in

which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of Michael Upham. We have determined that Michael Upham is an “independent director” as defined in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the most recently completed fiscal year ended December 31, 2011, and for fiscal year ended December 31, 2010, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	Year Ended
	December 31, 2011	December 31, 2010
Audit Fees	$25,500	$28,500
Audit Related Fees	$6,000	$6,500
Tax Fees	$Nil	$Nil
All Other Fees	$Nil	$Nil
Total	$31,500	$35,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Exhibit No.	Document	Location
3.1	Articles of Incorporation	Previously Filed
3.2	Amendment to Articles	Previously Filed
3.3	Bylaws	Previously Filed
14.1	Code of Ethics	Included
31	Rule 13a-14(a)/15d-14(a) Certifications	Included
32	Section 1350 Certifications	Included
101.INS*	XBRL Instance	Included
101.SCH*	XBRL Taxonomy Extension Schema	Included
101.CAL*	XBRL Taxonomy Calculation	Included
101.DEF*	XBRL Taxonomy Definition	Included
101.LAB*	XBRL Taxonomy Extension Labels	Included
101.PRE*	XBRL Taxonomy Extension Presentation	Included

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date:

March 30, 2012

/s/ Michael Upham__________________________

Michael Upham,

President, CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


*/s/ Michael Upham*
Michael Upham,
President, Secretary, Treasurer, CEO, CFO, Director
Date: March 30, 2012

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