UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ For the quarterly period ended ~~September~~March 3031, ~~2011~~2012 or

o[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

~~TRANSITION~~For ~~REPORT~~the ~~UNDER~~transition ~~SECTION~~period 13from OR_________________________ ~~15(d)~~to ~~OF THE EXCHANGE ACT~~________________________

~~For~~Commission ~~the~~File ~~transition~~Number ~~period~~333-103621 ~~from to~~

Commission file number 333-103621

BEESTON ENTERPRISES LTD.


NEVADA	88-04360717
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1685 H Street, #219

Blaine, WA 98230-5110

(Address of principal executive offices)

(877) 208-6141

(Registrant’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant is required to submit and post such file). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “an accelerated filer”, “a non-accelerated filer”, and “smaller reporting company: in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~November~~May 15, ~~2011~~2012, the Company had ~~160~~179,~~851~~714,241 shares of its common stock issued and outstanding.

Table of Contents

~~PART~~Part I — ~~FINANCIAL~~Financial ~~INFORMATION~~Information

Item 1. Financial Statements ~~(Unaudited)~~.

~~CONDENSED~~Condensed ~~BALANCE~~Balance ~~SHEETS~~Sheets

~~CONDENSED~~Condensed ~~STATEMENTS~~Statements OFOf ~~OPERATIONS AND COMPREHENSIVE LOSS~~Operations

~~CONDENSED~~Statement ~~STATEMENTS~~Of OFChanges ~~CASH~~In ~~FLOWS~~Stockholders' Equity (Deficit)

~~NOTES~~Condensed TOStatements ~~CONDENSED~~Of ~~FINANCIAL~~Cash ~~STATEMENTS~~Flows

Item 2. Management’s Discussion ~~and~~And Analysis ofOf Financial Condition ~~and~~And Results ofOf Operations. 12

~~Item 4. Controls and Procedures.~~12

20Item 3. Quantitative Disclosures About Market Risks

~~PART II — OTHER INFORMATION~~17

21Item 4. Controls And Procedures.

Part II — Other Information

Item 1. Legal Proceedings

Item 1a. Risk Factors

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

2118

Signatures

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

INDEX TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011 AND 2010

(UNAUDITED)

Condensed Balance Sheets as of March 31, 2012

and December 31, 2011

Condensed Statements of Operations for the Three Months Ended

March 31, 2012and 2011 with Cumulative Totals Since Inception

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

from July 9, 1999 (Inception) to March 31, 2012

Condensed Statements of Cash Flows for the Three Months Ended

March 31, 2012 and 2011 with Cumulative Totals Since Inception

Notes to Condensed Financial Statements

8-11

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED BALANCE SHEETS

(UNAUDITED)

ASSETS
	September 30,	December 31,
	March 31,	December 31,
	2011	2010
	2012	2011
Current assets
Current Assets
Cash and cash equivalents	$ 1,304	$ 108
Cash	$ 1,343	$ 241
Deposits	125	-
Prepaid expenses and deposits	234	125
Other receivable, net	-	22,897
Marketable securities	161,000	108,000
Prepaid consulting	-	12,233
TOTAL ASSETS	$ 162,577	$ 108,366
Marketable securities	186,000	-
LIABILITIES AND STOCKHOLDERS' EQUITY
TOTAL ASSETS	$ 187,429	$ 35,238
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses	$ 1019,~~395~~624	$ 2818,~~638~~053
Advances to related party	16,368	9,415
Promissory notes, related party	56,701	26,200
Option liability	-	12,233
Total Current Liabilities	76,325	44,253
Total current liabilities	26,763	50,286
Total Liabilities	76,325	44,253
Long term debt
STOCKHOLDERS' EQUITY
Convertible debentures, related party, and accrued interest	-	122,295
TOTAL LIABILITIES	26,763	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
160,851,241 issued and outstanding	160,851	160,851
Additional paid-in capital	1,664,~~155~~967	1,~~518~~664,~~459~~496
Deficit accumulated during the development and exploration stages	(1,~~664~~739,~~340~~566)	(1,~~750~~761,~~575~~234)
Total stockholders' equity (deficit)	160,666	(137,343)
Total Stockholders' Equity	86,252	64,113
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 187,429	$ 35,238
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 162,577	$ 108,366

The accompanying notes are an integral part of the condensed financial statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS ~~AND COMPREHENSIVE LOSS~~

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND ~~2010~~2011 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)

		THREE MONTHS ENDED		~~NINE MONTHS ENDED~~	Cumulative Totals		~~Cumulative Totals~~
		SEPTEMBER 30,		SEPTEMBER 30,			July 12, 1999 to
		MARCH 31,			July 12, 1999 to
		2011	2010	2011		2010	September 30, 2011
		2012	2011		March 31, 2012
REVENUE
Sale of mining claims	~~Sale of mining claims~~	$ -	$ ~~5,000~~-	~~$ -~~	$ 131,889	~~$ 5,000~~	~~$ 131,889~~
OPERATING EXPENSES
Speculative mining expenses	~~Speculative mining expenses~~	-	~~642~~-	-	387,357	~~1,642~~	~~385,503~~
Consulting	~~Consulting~~	1215,~~650~~000	928,~~346~~327	~~58,510~~	147,882	~~27,861~~	~~132,882~~
Professional fees	~~Professional fees~~	117,~~110~~688	146,~~210~~750	~~38,710~~	281,150	~~31,919~~	~~259,019~~
Administrative expenses	~~Administrative expenses~~	247,~~873~~937	62,~~699~~283	~~30,640~~	154,208	~~8,284~~	~~144,080~~
	Provision for bad debts	-	5,650	-		19,528	-
Depreciation		-	-		3,806
	Depreciation	-	-	-		-	3,806
Total Operating Expenses		30,625	37,360		974,403
	Total Operating Expenses	48,633	36,547	127,860		89,234	925,290
LOSS FROM OPERATIONS		(30,625)	(37,360)		(842,514)
LOSS BEFORE OTHER INCOME (EXPENSE)		(48,633)	(31,547)	(127,860)		(84,234)	(793,401)
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
Interest expense, net		(564)	(3,557)		(61,246)
	Interest expense, net	190	(3,531)	(5,833)		(14,091)	(60,116)
Foreign currency transaction (loss)		(143)	(1,388)		(16,771)
	Foeign currency transaction gain (loss)	-	(744)	(369)		(13,938)	(16,788)
Claim settlement gain		-	-		1,048,297
	Claim settlement gain	-	-	1,048,297		-	1,048,297
Loss from debt extinguishment		-	-		(839,326)
	Loss from debt extinguishment	-	-	-		(702,951)	(839,326)
Loss on modification of warrants		-	-		(207,651)
	Loss on modification of warrants	-	(113,844)	-		(40,670)	(207,651)
Gain (loss) on marketable securities		53,000	-		(956,600)
	Loss on marketable securities	(156,000)	-	(828,000)		-	(931,600)
Release of exploration cost liability		-	-		136,245
	Release of exploration cost liability	-	-	-		-	136,245
Total Other Income (Expense)		52,293	(4,945)		(897,052)
	Total Other Income (Expense)	(155,810)	(118,119)	214,095		(771,650)	(870,939)
NET INCOME (LOSS)		$ 21,668	$ (42,305)		$ (1,739,566)
NET INCOME (LOSS) APPLICABLE TO
NET INCOME (LOSS) - BASIC		$ 0.00	$ (0.00)
COMMON SHARES		$ (204,443)	$ (149,666)	$ 86,235		$ (855,884)	$ (1,664,340)
NET INCOME (LOSS) - DILUTED		$ 0.00	$ (0.00)
NET INCOME (LOSS) PER BASIC
WEIGHTED AVERAGE NUMBER OF COMMON
	AND DILUTED SHARES	$ (0.00)	$ (0.00)	$ 0.00		$ (0.01)
SHARES OUTSTANDING - BASIC		160,851,241	100,512,730
ACCUMULATED OTHER COMPREHENSIVE
WEIGHTED AVERAGE NUMBER OF COMMON
INCOME (LOSS)
SHARES OUTSTANDING - DILUTED		160,851,241	100,512,730
	Loss on securities	-	-	-		(315,000)	-
	Cumulative currency translation adjustment	-	-	-		7,648	-
	Total Other Comprehensive (Loss)	-	-	-		(307,352)	-
COMPREHENSIVE INCOME (LOSS)		$ (204,443)	$ (149,666)	$ 86,235		$ (1,163,236)	$ (1,664,340)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC		160,851,241	94,773,093	130,767,143		81,695,265
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - DILUTED		160,851,241	94,773,093	199,800,806		81,695,265

The accompanying notes are an integral part of the condensed financial statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FROM JULY 12, 1999 (INCEPTION) TO MARCH 31, 2012


	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
Net income	-	-	-	-	21,668	21,668
Forgiveness of interest on notes payable	-	-	471	-	-	471
Balance, March 31, 2012	160,851,241	$160,851	$1,664,967	-	$ (1,739,566)	$86,252

The accompanying notes are an integral part of the condensed financial statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND ~~2010~~2011 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)

	NINE MONTHS ENDED		Cumulative Totals
	THREE MONTHS ENDED		Cumulative Totals
	SEPTEMBER 30,		July 12, 1999 to
	MARCH 31,		July 12, 1999 to
	2011	2010	September 30, 2011
	2012	2011	March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 8621,~~235~~668	$ (~~855~~42,~~884~~305)	$ (1,~~664~~739,~~340~~566)
Adjustments to reconcile net loss to net cash
used in operating activities
Amortization of prepaid consulting	12,233	27,861	74,160
Depreciation	-	-	3,806
Gain on foreign currency translation	1,097	8,730	1,097
Amortization of prepaid consulting	-	11,827	74,160
Interest forgiven by shareholder	24	1,653	26,728
Gain on foreign currency translation	-	1,387	1,097
Accrued interest	5,884	12,711	43,615
Interest forgiven by shareholder	471	24	27,540
Claim settlement gain	(1,014,000)	-	(1,014,000)
Accrued interest	-	3,418	43,615
Mark to market on marketable securities	828,000	-	828,000
Claim settlement gain	-	-	(1,014,000)
Other	-	763,501	1,051,851
Mark to market on marketable securities	(53,000)	-	853,000
Other	-	-	1,048,043
Changes in assets and liabilities
Prepaid expenses and deposits	(~~125~~109)	~~897~~-	(~~125~~234)
Accounts receivable	~~22,874~~-	~~(29,355)~~-	(1,089)
Accounts payable and accrued expenses	~~(18~~1,~~243)~~571	2(17,~~008~~638)	1019,~~395~~624
Net cash used in operating activities	(7629,~~021~~399)	(6743,~~878~~287)	(~~643~~684,~~708~~004)
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 sale of common stock	-	54,902	173,010
Exercise of warrants	60,847	-	60,847
Proceeds from exercise of stock warrants	-	-	70,264
Proceeds from notes and loans payable to stockholder	16,370	62,050	414,961
Principal payments on promissory notes	-	-	389,178
Net cash provided by financing activities	77,217	62,050	648,818
Proceeds from issuance of promissory notes, related party	30,501	-	56,701
NET INCREASE (DECREASE) IN
Net cash provided by financing activities	30,501	54,902	689,153
CASH AND CASH EQUIVALENTS	1,196	(5,828)	1,304
NET INCREASE IN CASH	1,102	11,615	1,343
CASH AND CASH EQUIVALENTS -
CASH - BEGINNING OF PERIOD	241	108	-
BEGINNING OF PERIOD	108	6,183	-
CASH - END OF PERIOD	$ 1,343	$ 11,723	$ 1,343
CASH AND CASH EQUIVALENTS - END OF PERIOD	$ 1,304	$ 355	$ 1,304
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY:
Conversion of convertible debentures into stock	$ 115,405	$ 232,788
Conversion of notes and loans payable into convertible debentures	-	$ 112,084
Converison of accrued debenture interest into stock	$ 13,849	$ 8,402
Exercise of warrants by set-off of notes and loans payable	$ 9,415	$ -

The accompanying notes are an integral part of the condensed financial statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION

Organization and Business

Beeston Enterprises Ltd., (“the Company”), was incorporated on July 12, 1999 under the laws of the State of Nevada. At present, wethe ~~are~~Company is an exploration stage company engaged in the search of mineral deposits that can be developed to a state of a commercially viable producing mine. WeThe ~~currently~~Company ~~own~~owns 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 4, 2012.

Basis of Presentation

The condensed unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed ~~consolidated~~ financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, ~~2010~~2011 audited financial statements and the accompanying notes thereto included in our Form 10-K filed on April 1315, ~~2011~~2012. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

Significant Accounting Policies

There have been no material changes during ~~2011~~2012 in the Company’s significant accounting policies to those previously disclosed in the ~~2010~~2011 Form 10-K. .

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

Going Concern

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, large accumulated deficits, is dependent on the shareholder to provide additional funding for operating expenses, is in the exploration stage, and has no recurring revenues. These items raise substantial doubt about the Company’s ability to continue as a going concern.

In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements and the success of future operations.

The management of the Company plans to raise additional funds through ~~shareholders’~~ loans, ~~issuance~~from ofit ~~stock,~~shareholders ~~and~~or ~~other~~the ~~capital~~issuance ~~transactions~~of stock.

These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue its existence.

NOTE 2-

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

~~All~~Basic ~~dilutive~~earnings ~~securities~~per ~~were~~share ~~not~~is ~~included~~computed inby ~~the~~dividing ~~calculation~~income ofor ~~dilutive~~loss ~~earnings~~available ~~per~~to ~~share~~common inshareholders ~~2010~~by ~~because~~ the ~~effect~~weighted ~~would~~average beshares ~~anti-dilutive~~outstanding ~~when~~for the ~~Company~~period. Diluted ~~has~~earnings ~~incurred~~per ashare ~~loss~~reflects ~~from~~the ~~operations. The~~potential ~~Company~~dilution ~~has~~to ~~potentially~~earnings ~~dilutive~~per share due to securities inoutstanding which, upon exercise, would increase the ~~nine~~number ~~months~~of ~~ended~~common ~~September~~shares ~~30,~~outstanding. The ~~2011,~~following ~~since~~table ~~there~~reflects potentially dilutive securities which were ~~earnings,~~not included in ~~its~~diluted ~~convertible~~earnings ~~notes,~~per ~~warrants,~~share ~~and~~as ~~options~~their aseffect ~~detailed~~was ~~below~~anti-dilutive.

	Three Months and Nine Months
		Three Months Ended March 31,
	Ended September 30
		2012		2011
	2011		2010
	Convertible debentures	-		38,100,000
Convertible debentures	-		38,100,000
	Options	-		200,000
Options	-		200,000
	Warrants	98,619,518		100,601,757
Warrants	98,619,519		70,627,761
	Total	98,619,518		138,901,757
Total	98,619,519		108,927,761

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2-

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

(CONTINUED)

	~~Three Months Ended~~		Three Months Ended	~~Nine Months Ended~~
	September 30,			September 30,
			March 31,
	2011		2010	2011		2010
			2012		2011
Net Income (Loss	$ (204,443)		$ (149,666)	$ 86,235		$ (855,884)
	Net Income (Loss)	$	21,668	$	(42,305)
~~Weighted Average~~	Weighted Average
~~common shares~~	common shares
~~outstanding (basic)~~	~~160,851,241~~outstanding (basic)		94160,~~773~~851,~~093~~241	~~130,767,143~~	100,512,730	~~81,695,265~~
Options	-		-	-		-
	Convertible debentures		-		38,100,000
Warrants	-		-	69,033,663		-
	Options		-		200,000
Weighted Average
	Warrants		98,619,518		100,601,757
common shares
	Weighted Average
outstanding (diluted)	160,851,241		94,773,093	199,800,806		81,695,265
	common shares
	outstanding (diluted)		160,851,241		100,512,730

Diluted shares for ~~2010 and for the three months ended September 30,~~ 2011 are not shown because ~~those~~the ~~periods~~period showed negative results and the calculation of earnings per share would be anti-dilutive.

NOTE 3 -

~~SALE~~MARKETABLE ~~OF MINERAL RIGHTS~~SECURITIES

~~Lithium~~On ~~Exploration~~March ~~Group~~31, ~~Inc~~2012, Lithium shares closed at $0.805, ~~aka~~resulting ~~Mariposa~~in ~~Resources~~a ~~Ltd~~gain on marketable securities of $53,000, with a remaining market value at March 31, 2012 of $161,000. These shares are subject to restrictions on sale under SEC Rule 144.

On September 25, 2009 the Company entered into an agreement with another junior mining company, Mariposa Resources Ltd., “Mariposa,” granting it an option to acquire a 50% interest in eight mining claims comprising its mineral property rights upon the payment, in the form of Mariposa stock, payable within six months of the date of signing the option agreement (By March 24, 2010) and the performance of a program of exploration and development on the mineral property totaling $250,000 CAD over a two-year period, with amounts to be completed by each anniversary. If Mariposa were to fail to meet the maintenance requirements, whether for failure to perform exploration work on the mining claims or the payment in lieu of cash thereof, the Company could pay the required fees in lieu of exploration work and recover from Mariposa.

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.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 -

SALE OF MINERAL RIGHTS (CONTINUED)

Lithium Exploration Group, Inc., aka Mariposa Resources Ltd. (Continued)

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 3, 2011, after which date they were again reclaimed by the Company and are currently 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 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 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. 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~~PROMISSORY ~~SETTLEMENT~~NOTES, ~~GAIN~~RELATED ~~AND MARKETABLE SECURITIES~~PARTY

The ~~claim~~Company ~~against~~has ~~Lithium~~borrowed ~~explained~~funds infor ~~Note~~working 3,capital ~~above,~~purposes ~~was~~from ~~fully~~stockholders ~~settled on May 3, 2011 by receipt~~ of ~~approximately $58,000 and~~ the ~~tender~~Company ofby ~~200,000~~issuing ~~common~~promissory ~~shares of Lithium Exploration Group, Inc (LEXG)~~notes. The ~~cash~~notes ~~was~~are ~~offset~~payable ~~against~~on ademand ~~receivable~~and ~~from~~are ~~Lithium~~non-interest ~~of approximately $24,000, with the remainder recorded as a gain~~bearing.

~~The~~As ~~Lithium~~of ~~shares~~March ~~are~~31, ~~temporarily~~2012, ~~restricted from trading as defined by~~ the ~~Securities~~total ~~Exchange~~notes ~~Commission~~outstanding ~~Rule 144. The Lithium shares~~ were ~~valued at~~ $~~5.07~~56,701, onan ~~the~~increase ~~date~~ of ~~acquisition May 3~~$30,501 ~~2011~~since ~~based~~December on31, ~~the closing price of the stock using Level 1 inputs~~2011.

ANOTE ~~total~~5 ~~gain~~- ~~of approximately $1,048,000 was recorded as a result of the transaction.~~

~~The~~COMMON ~~Company~~STOCK 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 the Statement of Operations. On September 30, 2011, Lithium shares closed at $0.93, resulting in a loss on marketable securities of an additional $156,000, bringing the total loss to $828,000, with a remaining market value at September 30, 2011 of $186,000.OFFERING

On March 31, 2012, the Company’s directors authorized a Private Placement Memorandum offering a maximum of 40,000,000 shares of its common stock at a price of $0.003 per share to raise a maximum of $120,000. The offering will terminate June 30, 2012, unless extended.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 56 -

~~STOCKHOLDERS’~~SUBSEQUENT ~~EQUITY (DEFICIT)~~EVENTS

~~Warrants~~On ~~Exercise~~April 3, 2012, the Company issued 18,863,000 shares at $0.003 under the terms of its Private Placement Memorandum. Sale of the shares will yield $56,589 to be used for the reduction of existing debt and for working capital in the execution of its business plan.

In the nine months ended September 30, warrant holders exercised a total of 23,406,148 warrants at an exercise price of $0.003 for total proceeds of $70,265. The proceeds were used to fund the Company’s operations or set off of debt owed by Beeston to the holder of the warrants.

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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Beeston~~FORWARD-LOOKING is an exploration stage company with limited operations, limited revenues, limited financial backing and few assets, which consist mainly of mineral properties that for the most part have had limited exploration to date. We have generated no revenues, other than $131,889 from the sale of mineral claims, since inception (July 12, 1999) and have incurred a total of $925,290 in operating expenses through September 30, 2011. As of September 30, 2011 we have an accumulated deficit of $1,664,340. Net cash provided by financing activities since inception through September 30, 2011, was $648,818, consisting of $233,857 raised from the sale of common stock and exercise of warrants and $414,961 in loans from former officers and directors of the Company.STATEMENTS

WeThis ~~originally~~quarterly ~~intended~~report tocontains ~~establish~~forward-looking ~~ourselves~~statements. asThese astatements ~~Western~~relate ~~Canadian~~to ~~based~~future ~~medical~~events ~~diagnostic~~or ~~imaging~~our ~~service~~future ~~provider~~financial performance. ~~However~~In some cases, ~~based~~you oncan aidentify ~~review~~forward-looking ofstatements ~~the~~by ~~business~~terminology ~~climate~~such inas ~~the~~"may", ~~private~~"should", ~~medical~~"expects", ~~service~~"plans", ~~sector~~"anticipates", in"believes", ~~Canada~~"estimates", we"predicts", ~~chose~~"potential" toor ~~move~~"continue" ~~our~~or ~~business~~the innegative aof ~~new~~these ~~direction~~terms or other comparable terminology. ~~During~~ ~~the~~These ~~second~~statements ~~half~~are ofonly ~~2006~~predictions and involve known and unknown risks, weuncertainties ~~began~~and ~~acquiring~~other ~~interests~~factors inthat ~~mining~~may ~~properties~~cause ~~located~~our inor ~~British~~our ~~Columbia,~~industry's ~~Canada. Accordingly~~actual results, welevels ~~have~~of ~~changed~~activity, ~~our~~performance ~~business~~or ~~plan~~achievements to ~~one~~be materially different from any future results, levels of ~~mineral~~activity, ~~exploration~~performance ~~and~~or ~~development. We~~achievements ~~have~~expressed ~~also~~or ~~undergone~~implied ~~management~~by ~~changes~~these forward-looking statements. A ~~number~~Although ofwe ~~our~~believe ~~original~~that ~~directors~~the ~~and~~expectations ~~officers~~reflected in the forward-looking statements are noreasonable, ~~longer~~we ~~with~~cannot ~~the~~guarantee ~~Company~~future results, ~~and~~levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we ~~are~~do ~~still~~not ~~endeavoring~~intend to ~~replace~~update ~~some~~any of the ~~personnel~~forward-looking statements to conform these statements to actual results.

WeOur ~~believe~~unaudited ~~that~~financial ~~the~~statements ~~growing~~are ~~demand~~stated ~~for~~in ~~the~~United ~~production~~States ofdollars ~~natural~~and ~~resources~~are ~~presents~~prepared anin ~~area~~accordance ofwith ~~opportunity~~United ~~for~~States ~~developing~~Generally ~~companies~~Accepted Accounting Principles. ~~Accordingly,~~ inThe ~~September,~~following ~~2006,~~discussion weshould ~~acquired~~be aread ~~large~~in ~~tract~~conjunction ofwith ~~mineral~~our ~~claims~~financial ~~located~~statements inand the ~~Province~~related ofnotes ~~British~~that ~~Columbia,~~appear ~~Canada,~~elsewhere ~~referred~~in tothis ~~collectively~~quarterly asreport. ~~the~~The ~~“Ruth~~following ~~Lake~~discussion ~~Property,”~~contains ~~for~~forward-looking ~~the~~statements ~~purpose~~that ofreflect ~~carrying~~our ~~out~~plans, ~~exploration~~estimates and ~~development~~beliefs. onOur ~~this~~actual ~~mineral~~results ~~property. There~~could isdiffer nomaterially ~~guarantee~~from ofthose ~~locating~~discussed ain ~~deposit~~the offorward ~~some~~looking ~~mineral~~statements. ~~product~~Factors that could ~~result~~cause inor acontribute ~~producing~~to ~~mine. However~~such differences include, webut are ofnot ~~the~~limited ~~opinion that the location of the mining property is such as~~ to, ~~warrant~~those ~~its~~discussed ~~acquisition~~below and ~~for~~elsewhere usin tothis ~~undertake~~quarterly ~~exploration on the mineral property~~report.

In ~~our~~this ~~pursuit~~quarterly ~~of other mining properties of interest in the same area as our current mineral claim holdings~~report, weunless ~~acquired~~otherwise ~~an option on certain mineral claims~~specified, ~~referred~~all todollar ~~collectively~~amounts ~~as the “Bluff Lake Property,” that~~ are ~~proximate~~expressed toin ~~our~~United ~~previously~~States ~~acquired Ruth Lake Property~~dollars. ~~Pursuant~~ toAll ~~the~~references ~~terms of this option, we could obtain up~~ to a"common ~~sixty~~stock" ~~percent~~refer (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~~common ~~agreement~~shares ~~could then require participation of the other party~~ in ~~the~~our ~~further~~capital ~~exploration and development of the optioned mineral claims pursuant to a joint venture~~stock.

InAs ~~addition~~used toin ~~being~~this ~~near~~quarterly ~~to our previously acquired mineral claims~~report, the ~~optioned~~terms ~~claims had already received a significant amount of exploration work~~"we", ~~the results of which were made available to~~ "us~~. Based on the exploration work previously carried out on the optioned mineral claims~~", "our", ~~management~~“Beeston” ~~believed~~and ~~that~~"our ~~these~~company" ~~mineral~~mean ~~claims~~Beeston ~~were~~Enterprises ofLtd., ~~sufficient~~unless ~~merit~~otherwise ~~to warrant a more advanced work program of exploration~~indicated.

~~The~~General terrain in the area in which our mineral properties are located is well forested with rolling hills, and elevations ranging from 915-1525 meters. The climate is generally dry with a warm summer and a cold winter. Precipitation ranges from 42-62 centimeters per year with up to 30 centimeters occurring as snow. While some exploration work such as trenching and drilling could be carried out all year long, generally, exploration in the area is limited to an eight month period running from April to October. Any exploration programs would be carried out during this eight month period.Overview

~~Accommodations~~We asare ~~well~~an asexploration ~~supplies~~stage ~~and~~company ~~equipment~~engaged ~~are~~in ~~available~~the atsearch ~~the~~of ~~Towns~~mineral deposits that can be developed to a state of ~~Lac~~commercially Laviable ~~Hache~~producing ormine. We own a 100% ~~Mile~~interest ~~House. Electricity~~in ~~lines~~ten ~~run~~mineral upclaims tocomprising ~~the~~4,826.46 ~~boundaries~~hectares ofknown as the ~~mineral~~“Ruth ~~properties;~~Lake ~~however~~Property” located 25 kilometers from Lac La Hache, ~~most~~British ~~power~~Columbia, ~~requirements~~Canada. ~~can~~The beclaims ~~provided~~are byin ~~the~~good ~~use~~standing ofuntil ~~on-site~~November ~~generators~~4, 2012. ~~Competition~~ ~~and~~There ~~unforeseen~~is ~~limited~~no ~~sources~~guarantee of ~~supplies~~locating ~~and~~a ~~manpower~~deposit inof ~~the~~some ~~industry~~mineral product that could result in ~~occasional~~a ~~spot~~producing ~~shortages~~mine. However, we are of ~~supplies,~~the opinion that the location of the mining property is such as to warrant its acquisition and for us to undertake exploration of the mineral property.

~~such~~The asRuth ~~dynamite~~Lake Property is located approximately 25 kilometres from Lac La Hache, ~~and~~British ~~certain~~Columbia, ~~equipment~~Canada. This ~~such~~property asoriginally ~~bulldozers~~comprised a total of nineteen mineral claims. However, ~~excavators~~our ~~and~~current ~~drilling~~holdings ~~equipment~~have in this area have been reduced to ten mineral claims. The property is situated within the Quesnel Trough, a renowned geologic belt that ~~may~~hosts benumerous ~~needed~~base inand ~~any~~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, ascopper-magnetite-gold-silver ~~well~~deposits asand ~~skilled~~is ~~manpower~~situated tobetween ~~conduct~~producing ~~exploration~~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).

The terrain in the area in which our mineral properties are located is well forested with rolling hills, and elevations ranging from 915-1525 meters. The climate is generally dry with a warm summer and a cold winter. Precipitation ranges from 42-62 centimeters per year with up to 30 centimeters occurring as snow. While some exploration work such as trenching and drilling could be carried out all year long, generally, exploration in the area is limited to an eight month period running from April to October. Any exploration programs would be carried out during this eight month period. The area has an excellent infrastructure in place with a skilled workforce, rail, roads and power capacity.

As our directors and officers have no professional training or technical credentials in the field of geology, and specifically in the areas of exploring, developing and operating mining properties, we will have to retain the services of various professionals and technicians in the mining industry to provide such expertise. Accordingly, we have, and will continue to retain the services of geologists and engineers to advise and assist us in the exploration of our acquired interest in mineral claims.

The ~~mining~~Ruth ~~industry~~Lake inProperty ~~British~~has ~~Columbia~~not isreceived ~~well~~as ~~regulated~~much exploration as some of the surrounding properties, such as GWR Resources Inc. We’s ~~are~~Lac ~~required~~La Hache Property. What prior exploration has taken place on or near this property has provided indications that the area has the potential to ~~comply~~host ~~with~~a ~~all~~copper-gold ~~regulations,~~deposit ~~rules~~or ~~and~~a ~~directives~~molybdenite deposit. We utilized the services of ~~governmental~~geologists ~~authorities~~to interpret a recent airborne geophysical survey of the area and ~~agencies~~the ~~applicable~~existing geological information in relation to the ~~exploration~~Ruth ofLake ~~minerals~~Property into ~~Canada,~~identify ~~generally,~~target areas and inmake ~~British~~recommendations ~~Columbia~~for ~~specifically~~the further exploration of the property. AsBased ~~the~~on ~~owner~~our geologists recommendation, an initial exploration program of ~~the~~approximately ~~mineral~~$50,000 ~~claims~~CAD ~~comprising~~was carried on the Ruth Lake Property, wewhich ~~have~~involved the ~~exclusive~~taking ~~right~~of tosoil ~~the~~geochemical ~~minerals~~samples ~~contained~~on ~~within~~a ~~the~~regional ~~surface~~grid ~~boundaries~~with ~~and~~fill ~~continuing~~in ~~vertically~~samples ~~down,~~where indicated by anomalous values. Each target area was then explored by geochemical soil sampling and prospecting. Anomalous cooper-in-soil was detected near the ~~right~~edge toof ~~explore,~~one ~~develop~~target area and ~~mine~~cooper ~~the~~mineralization ~~mineral~~was ~~claims~~sighted ~~for~~along ~~such~~a ~~minerals~~newly constructed logging road near this area. ~~These~~In ~~rights~~addition ~~granted~~ to ~~owners~~the results of ~~mineral~~the ~~claims~~exploration ~~are~~program, ~~obtained~~historic asassessment areports ~~form~~relating to the southern part of ~~tenure. To~~the ~~maintain~~property ~~our~~reported ~~tenure~~sporadic molybdenite-in-soil ~~good~~geochemical ~~standing,~~anomalies over a ~~prescribed~~north-south ~~dollar~~length ~~amount~~ of ~~exploration~~750 metres. Molybdenite and ~~development~~small ~~work~~amounts ~~must~~of bechalcopyrite ~~performed~~were described as disseminations and anfracture ~~assessment~~fillings ~~report~~in ~~detailing~~altered, ~~such~~silicified ~~exploration~~and locally quartz veined granite float and ~~development~~bedrock. While ~~filed~~some ~~with~~drilling ~~the~~was ~~Mineral~~performed, ~~Titles~~there ~~Office~~are ~~annually~~no records of results. ABased ~~cash~~on ~~payment~~the results of our initial exploration program and the ~~prescribed~~historic ~~dollar~~data ~~amount~~on ofthe property, we believe that further exploration ~~and~~is ~~development~~warranted for the Ruth Lake Property. A work ~~may~~program bewas ~~made~~to have been carried out in ~~lieu~~late fall of ~~performing~~2008, then the summer of 2009; however, such exploration ~~and~~was ~~development~~subsequently ~~work.~~delayed ~~The~~pending ~~annual~~the ~~dollar~~results ~~value~~ of the exploration ~~and development~~ work ~~required~~that was to be ~~undertaken~~carried out on avarious ~~recorded~~large ~~claim~~parcels inof ~~British~~the ~~Columbia~~Ruth isLake ~~$4.00~~Property ~~CAD~~under ~~per~~option ~~hectare~~agreements inentered ~~years~~into ~~1 through 3, followed~~ by anthe ~~$8.00~~Company ~~CAD~~with ~~per~~other ~~hectare~~junior ~~per~~mining ~~year thereafter~~companies.

~~The~~In ~~initial~~our ~~stage~~efforts ~~of exploration can generally be carried out without any permitting or notification~~ to ~~any~~further ~~government body or agency, as it is deemed “low-disturbance/low-impact” by~~ the ~~British~~exploration ~~Columbia Department of Energy, Mines~~ and ~~Petroleum~~development ~~Resources (“BCDM”). In the more advanced stages~~ of ~~exploration~~this ~~involving~~large ~~mechanized~~tract ~~trenching or diamond drilling, a Plan~~ of ~~Operation~~acquired ~~will~~mineral ~~need to be filed with the BCDM. This plan will detail the extent~~claims, ~~location~~we ~~and amount of surface disturbance for the trenching and/or drilling. A bond will also~~ have tocontinuously bereviewed ~~obtained in~~ the ~~amount~~possibility of ~~the~~participating ~~cost of reclaiming the anticipated surface disturbance. Usually the reclamation process entails filling~~ in ~~and~~some ~~smoothing~~form ~~the surface~~ of ~~trenching~~joint ~~sites,~~venture ~~clean~~or upoption ~~and~~arrangement ~~removal~~with ofother ~~any~~entities ~~work~~on ~~material,~~a ~~and~~portion ~~seeding~~of ~~native~~these ~~grass/plants~~mineral atclaim ~~the sites of any disturbance~~holdings. ~~In our particular case~~Accordingly, wesince ~~were~~acquiring ~~required~~this ~~to make a $2~~property,~~500~~ ~~CAD security deposit under the permit for which~~ we applied and obtained in regard to the exploration work performed under phase two of our exploration program on the Bluff Lake Property in 2008. In the event any trees larger than six inches in diameter need to be cut down, a permit will also have toentered beinto ~~obtained~~various ~~from~~arrangements ~~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)~~other ~~upon~~companies ~~proper~~to ~~clean~~carry upout ~~of the~~ exploration ~~site. In~~work ~~the~~on ~~event~~various ~~that a~~ mineral ~~exploration~~claims ~~program~~that ~~should~~comprise ~~evolve to~~ the ~~point~~Ruth ~~where~~Lake ~~its purpose is the determination of the existence of a commercially viable mineral deposit~~Property, ~~various~~as ~~other~~hereinafter ~~government~~set ~~acts, regulation and rules come into effect~~forth. Neither of the exploration programs carried out on our properties in 2007 had any such purpose. All exploration activity in British Columbia must be carried out in compliance with the Health, Safety and Reclamation Code for Mines in British Columbia.

InWe ~~the~~have ~~quest~~been ~~for~~able ~~copper-gold~~to ~~mineralization,~~maintain ~~potassium~~our ~~and~~remaining ~~magnetic~~interest ~~alteration~~in isthe ~~commonly~~Ruth ~~used~~Lake asProperty ~~exploration~~through ~~vectors. In~~the ~~regard~~conduct toof ~~the~~exploration ~~Bluff~~and ~~Lake~~development ~~Property~~work ~~and~~programs, ~~the~~by ~~Ruth~~ourselves ~~Lake~~and ~~Property~~others, anand ~~airborne~~then ~~radiometric~~filing ~~and~~assessment ~~magnetic~~reports ~~geophysical~~of ~~survey~~the ~~was~~exploration ~~completed~~work ~~over~~for credit towards the ~~area~~maintenance ~~where~~costs ~~these~~plus ~~properties~~paying ~~are~~cash ~~located. The~~in ~~results~~lieu of ~~this~~exploration ~~survey~~work ~~were~~as ~~used~~required. All inof the ~~planning~~mining ~~for~~claims currently comprising the ~~exploration~~Ruth ~~and~~Lake ~~development~~Property ofare ~~our~~in ~~properties~~good standing.

WeOn ~~retained~~August ~~the~~26, ~~services~~2011, ofwe ~~geologists~~entered tointo ~~interpret~~an ~~the~~agreement ~~airborne~~with ~~geophysical~~MSM ~~survey~~Resource, ~~and~~L.L.C. ("MSM"), a Nevada limited liability company, under which the ~~existing~~Company ~~geological~~was ~~information~~granted inan ~~relation~~option to acquire a 100% interest in eighteen mineral claims located in the ~~Bluff~~Silver ~~Lake~~Star Mining District, Mineral County, Nevada (the "Chucker Property"). We ~~and~~can toearn ~~make~~a ~~recommendations~~100% ~~for~~interest in the ~~further~~claims, ~~exploration~~upon exercise of the ~~property. As~~option, by issuing a ~~result~~total of ~~the~~3,000,000 ~~recommendations~~shares of ~~our~~its ~~geologists~~common westock ~~carried~~to ~~out~~MSM over a period of three years and by paying a total of $~~200~~250,000 ~~two-phased~~plus carrying out a $2,000,000 exploration and development program on the ~~Bluff~~claims ~~Lake Property~~ over a ~~two~~six year period. Upon ~~from~~Beeston ~~2007~~acquiring the Chucker Property, the claims will be subject to ~~2008. The~~a ~~first~~royalty ~~phase~~of 2% of ~~this~~net ~~program~~smelter ~~entailed~~returns ~~reconnaissance~~payable ~~grids~~to ~~and~~MSM ~~sampling~~up onto a maximum royalty payment of $5,000,000. The Company can also reduce the ~~targets~~royalty ~~identified~~to 1% with a maximum royalty payment to $2,500,000 by ~~our~~payment ~~geologists~~of as$1,000,000 ~~well~~to asMSM ~~some~~within ~~general~~a ~~prospecting~~limited time period of seventy-five months. In addition, ~~rock~~in ~~sampling~~the event the Company exercises its option and ~~Mapping. As~~acquires athe ~~result~~Chucker Property, we will be required to pay an annuity of $50,000 to MSM commencing at the ~~work~~end ~~carried~~of ~~out~~the ~~during~~seventh year and on the ~~first~~anniversary ~~phase~~thereof in every year for a total of ~~exploration~~seventeen weyears. The ~~were~~option ~~able~~under tothe ~~define~~option aagreement ~~cooper-in-soil~~with MSM can be terminated by us at any time upon thirty (30) days notice.

~~anomaly~~We ~~nearly~~have ~~500~~undertaken ~~meters long and at least 150 meters wide that appeared to be open to~~ the ~~east~~preparation ~~and~~of ~~west and coincided with~~ a ~~zone~~geology ofreport ~~weathered~~as ~~monzonitic~~required ~~intrusive~~under ~~rocks that differ markedly from~~ the ~~intrusive~~aforesaid ~~rocks elsewhere on the property~~agreement. ~~Phase~~ It ~~two~~is ofanticipated ~~our~~that ~~exploration~~this ~~program~~report ~~exploration~~will ~~program,~~not ~~involving~~be ~~road~~ready ~~construction,~~until ~~diamond~~sometime ~~drilling and~~ in~~-fill~~ ~~soil~~late ~~sampling~~spring, ~~was commenced in June, 2008~~2012. ~~However,~~If ~~completion~~it ofis ~~the~~acceptable ~~exploration~~to ~~work~~Beeston, ~~was~~ten ~~suspended~~(10) ~~due~~days toafter aacceptance ~~lack~~ of ~~funding. Despite~~the ~~its~~geology ~~best efforts~~report, ~~the~~we ~~Company~~will ~~was~~be ~~unable~~required to ~~raise~~pay the ~~necessary~~sum ~~funds to complete phase two~~ of ~~its exploration program on the Bluff Lake Property within the time period provided under its option~~$20,000 ~~despite~~and ~~various~~issue ~~extensions. As a result~~1, ~~pursuant to an agreement dated October 3~~000,000 ~~2008,~~shares the Company agreed to terminate its option and the right thereunder to acquire various interests in the Bluff Lake Property and the optionor agreed to assume all responsibility and liability for phase two of ~~the Company’s exploration program on the Bluff Lake Property.~~

~~The~~its ~~Ruth~~common ~~Lake~~stock ~~Property had not received as much exploration as the Bluff Lake Property. What prior exploration has taken place on or near this property has provided indications that the area has the potential~~ to ~~host a copper-gold deposit or a molybdenite deposit. Again~~MSM, we utilized the services of our geologists to interpret the airborne geophysical survey and the existing geological information in relation to the Ruth Lake Property and to identify target areas and make recommendations for the further exploration of the property. Based on our geologists recommendation, an initial exploration program of approximately $50,000 CAD was carried on the Ruth Lake Property which ~~involved~~will ~~the~~form taking of soil geochemical samples on a regional grid with fill in samples where indicated by anomalous values. Each target area was then explored by geochemical soil sampling and prospecting. Anomalous cooper-in-soil was detected near the edge of one target area and cooper mineralization was sighted along a newly constructed logging road near this area. In addition to the results of the exploration program, historic assessment reports relating to the southern part of the ~~property~~option ~~reported~~exercise ~~sporadic~~price ~~molybdenite-in-soil~~under geochemical anomalies over a north-south length of 750 metres. Molybdenite and small amounts of chalcopyrite were described as disseminations and fracture fillings in altered, silicified and locally quartz veined granite float and bedrock. While some drilling was performed, there are no records of results. Based on the results of our initial exploration program and the historic data on the property, a $35,000 CAD work program is planned for the Ruth Lake Property. Initially this work program was to be carried out in late fall of 2008, then the summer of 2009, and was subsequently delayed pending the results of the exploration work was to be carried out on various large parcels of the Ruth Lake Property under option ~~agreements~~agreement ~~entered into by the Company~~ with ~~two~~MSM ~~other~~in ~~junior mining companies. To~~ the ~~extent~~event ~~required, we have maintained our interest in~~ the ~~remaining mining claims that are not under~~ option ~~by paying the monthly cash in lieu of exploration and development work required to keep these mining claims in good standing. It~~ is ~~our~~exercised ~~intention~~by ~~to continue to make these monthly payments, as required, until the work programs on the optioned mining claims have progressed further~~us.

InThe ~~our~~Chucker ~~efforts~~Property tois ~~further~~located ~~the exploration and development of our large tract of acquired mineral claims, we are continuously reviewing the possibility of participating~~ in ~~some~~an ~~form~~area ofknown ~~joint~~for ~~venture~~gold/silver ~~or option arrangement with other entities on a portion of our mineral claim holdings~~mining. ~~This~~We ~~was~~are ~~the~~currently ~~case~~considering ~~in January, 2007, when Beeston entered into an agreement with Kranti Resources, Inc. (“Kranti”) under which we granted that company an option to acquire a mineral claim comprising part of~~ the ~~Ruth Lake Property from our larger mineral claim holdings by the payment of cash and the performance of a series of work programs over a period of four years. Upon~~ acquisition of ~~the~~additional mineral ~~claim~~properties byhaving ~~Kranti,~~similar ~~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~~potential.

~~After~~Results ~~numerous extensions granted to Kranti by the Company, in consideration~~ of ~~Kranti~~Operations agreeing to various increases in the amount of expenditures to be incurred on exploration work under the Kranti option agreement totaling $100,000, Kranti was able to compete the initial requirement under it option agreement with Beeston for the performance of $25,000 of exploration work. 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~~You ~~thereunder~~should ~~would~~read ~~terminate~~the following discussion of our financial condition and results of operations together with our unaudited financial statements and the notes thereto included elsewhere in this filing. On ~~August~~Our 5,unaudited ~~2010,~~financial ~~Kranti~~statements ~~remained~~have been prepared in ~~default~~accordance ~~and~~with accounting principles generally accepted in the ~~Option~~United ~~Agreement~~States. ~~was~~This ~~terminated~~discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

InThe ~~September,~~following ~~2009,~~provides ~~the~~selected ~~Company~~financial ~~entered~~data ~~into~~about ~~agreements~~our ~~with USA Uranium Corp (“USAU”) and Mariposa Resources, Ltd. (“Mariposa”), both junior mining companies, under which we granted each~~ company an option to acquire a fifty percent (50%) interest in and to certain mineral claims comprising part of the Ruth Lake Property, which options may be exercised through the payment to Beeston of common shares to be issued out of their respective treasuries and the performance of exploration work upon their respective optioned claims over a two year period. Upon Mariposa acquiring a fifty percent (50%) interest in the mineral claims optioned from Beeston, either Mariposa or Beeston could require participation of the other in the further exploration and development of the optioned mineral claims pursuant to a joint venture. Upon USAU acquiring a fifty percent (50%) interest in the mineral claims optioned from Beeston, either USAU or Beeston could require participation of the other in the further exploration and development of the optioned mineral claims pursuant to a joint venture. USAU and Mariposa were each be responsible for ~~maintaining their respective optioned mineral claims in good standing. To~~ the ~~extent~~three ~~that~~month ~~Beeston~~periods ~~became~~ended ~~obligated~~March ~~to pay any fees to maintain these optioned mineral claims~~31, ~~USAU~~2012 and~~/or~~ ~~Mariposa are required to reimburse the Company~~2011.

On March 24, 2010, the Company entered into an agreement with Mariposa extending the date for the payment of shares of its common stock to Beeston, as part of the exercise of the option to purchase under the option agreement with Beeston, for an additional three months in consideration of Mariposa increasing the exploration work required as part of the exercise of the option to purchase the mineral claims it optioned from Beeston. The Company entered into a another agreement with Mariposa on June 24, 2010, under which Beeston granted Mariposa a further extension for the payment of shares of its common stock and for the completion of its initial exploration and development as required under the option agreement with Beeston until December 31, 2010, in consideration for an increase in the number of shares payable as part of the exercise of the option to purchase the mining claims.


		Three months		Three months
		ended		ended
		March 31, 2012		March 31, 2011
Revenue	$	Nil	$	Nil
Operating Expenses	$	30,625	$	37,360
Net Income (Loss)	$	21,668	$	(42,305)

On August 9, 2010, the Company entered into an agreement with Okana Ventures, Inc. ("Okana"), a junior mining company, under which the Company granted Okana an option to purchase a certain mineral claim comprising part of its Ruth Lake Property by the payment of cash and the performance of a series of work programs over a period of four years. The mineral claim optioned to Okana is subject to a royalty of 2% of net smelter returns payable to the original owner of the claim with a payout of $1,000,000 (CAD), and an additional royalty of 2% of net smelter returns payable to the Company, with a payout of $2,000,000 (CAD). This option to purchase was terminated by Okana by notice effective April 27, 2011.Revenue

AsThere ofwere ~~September~~no ~~24,~~revenues ~~2010,~~from ~~USA~~operations ~~Uranium~~for Corp (“USAU”) was in default of its exploration work requirement under its option agreement with Beeston. On October, 26, 2010, following discussions with USAU regarding its default as well as its inability to cover the ~~on-going~~three ~~property~~months ~~maintenance~~periods ~~costs~~ended asMarch ~~required under its option agreement with Beeston~~31, ~~the~~2012 ~~Company~~ and ~~USAU entered into an agreement pursuant to which the parties agreed to the issue of shares of the common stock of USUA to Beeston in satisfaction and settlement of the default and the outstanding debt~~2011. USAU is to issue 26, 956,120 common shares in satisfaction of the exploration work for which it was in default and a further 23,043,880 common shares in settlement of its outstanding debt for the payment of on-going property maintenance payments made on its behalf by Beeston. The parties also agreed to reduce the number of mining claims covered by the option agreement between them in consideration of USAU agreeing to issue 75,000,000 common shares to Beeston. On November 2, 2010, USA allowed the four claims that remained under option to it from Beeston to lapse. These four mining claims were reclaimed by Beeston at a cost of $1,064(CAD).

As of September 24, 2011, USAU was again in default under its option agreement with Beeston. The Company is currently in discussion with USAU regarding this current default. In addition, USAU allowed the four claims which are optioned to it from Beeston to lapse on November 3, 2011. The Company has reclaimed these optioned mining claims at a cost of $1,158 (CAD). This reclaiming cost is payable to Beeston by USAU under the terms of its option agreement with Beeston.Expenses

OnOur ~~November~~total 3,expenses ~~2010,~~for ~~due to~~ the ~~failure~~three ofmonth ~~Mariposa~~periods toended ~~maintain~~March the mining claims under option from Beeston, the mining claims were allowed to lapse. Beeston has since been able to reclaim four of the eight mining claims originally under option to Lithium (“Mariposa”). On November 30, 2010 Mariposa merged with its wholly owned subsidiary “Lithium Exploration Group, Inc.” (“Lithium”). As of December 31, ~~2010,~~2012 Lithium was in default under the terms of its agreement. Lithium has since terminated its option agreement with Beeston, by notice dated February 14, 2011, effective March 17, 2011. Following the termination of the option agreement by Lithium, the Company entered into negotiations with Lithium in regard to its claims against Lithium for the outstanding debts, the loss of four mining claims and ~~the ongoing maintenance requirements for the reclaimed mining claims. On May 3,~~ 2011, ~~the~~are ~~Company~~outlined ~~reached a settlement with Lithium~~ in ~~regard to all of its claims against Lithium. Under~~ the ~~terms~~table of the settlement, Beeston will receive the sum of $54,624(CAD) and 200,000 restricted shares of common stock of Lithium in full and complete settlement of all claims against Lithium including, but without limitation, all claims for the payment of various amounts due and owing to Beeston by Lithium under the terms of the Option Agreement for past and future mining claim maintenance fees, the costs for re-claiming four of the eight mining claims optioned under the Option Agreement and damages for the loss of four mining claims.below:

We have been able to maintain our interest in the Ruth Lake Property through the conduct of exploration and development work programs, by ourselves and others, and by the paying of cash in lieu thereof. We have filed an assessment report based on the exploration work we carried out in 2007 on this property. In 2007, we applied the $48,230(CAD) cost of our exploration program against the annual assessment fees for all of our interest in this property. In addition, Kranti paid cash of $1,914(CAD) in lieu of filing assessment work, plus filed a further $26,075(CAD) in assessment work under its exploration requirements for its optioned claim. To the extent required, we continue to maintain our interest in this property to date by paying the monthly cash maintenance fees in lieu of exploration and development work required to keep the property in good standing. It is our intention to continue to make these monthly payments, as required, until the work programs of the current optionees of our property get underway. All of the properties we currently hold are in good standing.


		Three Months Ended
		March 31
		2012		2011

Speculative mining expenses	$	Nil	$	Nil
Consulting	$	15,000	$	28,327
Professional fees	$	7,688	$	6,750
Administrative expenses	$	7,937	$	2,283

~~The~~Expenses ~~optioning of a portion of our mineral claims not only provides funds through the receipt of cash consideration or the potential~~ for ~~generating funds through~~ the ~~sale~~three ofmonths ~~the~~period ~~common~~ended ~~shares~~March ~~received as part of the consideration for the optioned mineral claims~~31, ~~as in the case of USAU and Mariposa~~2012, ~~but~~decreased ~~will~~from ~~also provide for~~ the ~~further~~comparative ~~exploration~~period ~~and~~in ~~development~~2011 ofprimarily ~~these mineral claims,~~ as ina ~~the~~result ~~case~~ of ~~our mineral claim optioned to Kranti, while satisfying~~ the ~~maintenance~~reduction ~~requirements for the mineral claims. To the extent we are unable to raise additional funds, our direct participation~~ in ~~exploration~~consulting ~~will be delayed and/or we could be unable to continue to operate~~fees.

WeEquity have had to borrow funds from time to time in order to fund part of our ongoing operations. As a result, on April 9, 2009, the Company issued two convertible debentures to a shareholder, Mr. Smith, to secure payment of various loans and payments made by Mr. Smith on behalf of the Company. One convertible debenture was for $126,677 (U.S.) (the “U.S.$ Debenture”) and the other was for $125,100 (CAD) (the “CAD$ Debenture”). The term of each of the debentures was three (3) years and each debenture earned interest at 12% per annum, calculated and payable annually. 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. Compensation

~~Each~~We ofcurrently ~~the~~do ~~debentures~~not ~~permitted~~have ~~the~~any ~~holder,~~stock ~~at his~~ option, ~~during~~or ~~the~~equity ~~terms~~compensation ofplans ~~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 $0~~arrangements.02(U.S.) per share for the U.S.$ Debenture, and at a conversion rate of $0.025(CAD) per share for the CAD$ Debenture. The Company was also permitted, at its option, to pay any accrued interest under either debenture in the form of common stock, also at the same conversion rates that were permitted for the holder of the respective debentures.

InLiquidity ~~further~~and ~~consideration~~Financial ~~for Mr. Smith entering into the debenture agreements, share purchase warrants were also attached to each of the debentures. There are 6,333,850 share purchase warrants attached to~~ Condition

~~the~~Working 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. Capital

On September 24, 2009, Beeston and Mr. Smith agreed to amend both the US$ Debenture and the CAD$ Debenture issued to Mr. Smith. In consideration of Mr. Smith agreeing, inter alia, to the subordination and release of his right to a first floating charge over the mineral claims optioned to each of USAU and Mariposa, respectively, upon either such company acquiring a fifty percent in and to their respective optioned mineral claims, the Company agreed to amend the provisions of the two convertible debentures issued to Mr. Smith by 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(CAD) to $0.008(CAD) and the number of share purchase warrants were increased from 5,004,000 to 15,637,500.


	As of	As of
	March 31, 2012	December 31, 2011
Current assets	162,577	108,366
Current liabilities	(76,325)	(44,253)
Working capital	86,252	64,113

OnCash 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. Flows

On June 1, 2010, as incentive to the holders of both the U.S.$ Debenture and the CAD$ Debenture to exercise the share purchase warrants granted thereunder, Beeston and the holders of the U.S.$ Debenture and the CAD$ Debenture agreed to exchange each of the U.S.$ Debenture and the CAD$ Debenture for share warrant purchase agreements which provide for a reduction in the share purchase warrant prices and an increase in the number of share purchase warrants granted thereunder. In the case of the debenture issued in exchange for the U.S.$ Debenture, the share purchase warrant price is reduced from $0.0075(U.S.) to $0.003(U.S.) and the number of share purchase warrants is increased from 16,890,267 to 42,225,667, and in the case of the debenture issued in exchange for the CAD$ Debenture, the share purchase warrant price is reduce from $0.008(CAD) to $0.003(CAD) and the number of share purchase warrants is increased from 15,637,500 to 41,700,000. On August 30, 2010 the share purchase warrant agreements were exchanged for warrant certificates. The expiry date for these warrant certificates is June 1, 2013.


	Three Months	Three Months
	ended	ended
	March 31, 2012	March 31, 2011
Net cash provided by (used in) operating activities	(29,399)	(43,287)
Net cash provided by (used in)investing activities	Nil	Nil
Net cash provided by (used in)financing activities	30,501	54,902
Increase (Decrease) in cash	1,102	11,615

~~Since~~We ~~the~~had ~~issue~~cash of ~~the debentures~~$1,343 ~~Mr.~~as ~~Smith~~of ~~has~~March ~~provided the Company with additional funding and on June 4~~31, ~~2010,~~2012 ~~the~~as ~~Company~~compared ~~issued two convertible debentures~~ to ~~Mr.~~cash ~~Smith to secure payment~~ of ~~these~~$241 ~~loans~~ as ~~well as other funds previously paid on behalf~~ of ~~the~~December ~~Company by Mr. Smith. One convertible debenture is for $66~~31,~~300(U.S.)~~ ~~(the “Second U~~2011.~~S.$~~ ~~Debenture”)~~We ~~and~~had ~~the~~a ~~other~~working iscapital ~~for~~of $4886,~~000(CAD)~~252 ~~(the~~as ~~“Second CAD$ Debenture”). The term~~ of ~~each~~March ~~of the debentures is three (3) years and each debenture earns interest at 12% per annum~~31, ~~calculated~~2012 ~~and~~as ~~payable~~compared ~~annually. The~~to ~~debt under each of the debentures is secured by~~ a ~~first~~working ~~“floating~~capital ~~charge” over the undertaking and all property and assets~~ of ~~the~~$64,113 ~~Company~~as ~~that are not currently the subject~~ of ~~ongoing~~December ~~contracts~~31, ~~with independent third parties~~2011.

~~Each~~We ofwill ~~the~~need ~~debentures~~to ~~permits~~raise ~~the~~funds ~~holder,~~in atorder ~~his~~to ~~option,~~cover ~~during~~our ~~the~~ongoing ~~terms~~general ofoperating ~~the~~costs ~~debentures,~~as towell ~~convert~~as ~~all~~to orfacilitate ~~part of~~ the ~~debt~~acquisition ~~represented~~of byadditional ~~the~~mining ~~debentures~~properties, ~~into~~such ~~common~~as ~~stock of~~ the ~~Company~~Chucker atProperty, aor ~~conversion~~an ~~rate~~interest ofin ~~$0.003(U.S.)~~such ~~per~~other ~~share~~mining ~~for~~properties and the ~~Second~~exploration ~~U.S.$ Debenture,~~ and atdevelopment aof ~~conversion~~such ~~rate~~acquisitions ofor ~~$0.003(CAD)~~interest ~~per~~in ~~share~~mining ~~for~~properties in the ~~Second~~near ~~CAD$ Debenture~~future. ~~The~~ ~~Company is also permitted, at its option, to pay any~~

~~accrued~~In ~~interest~~the ~~under~~past, ~~either~~we ~~debenture~~have inraised ~~the~~funds ~~form~~by means of ~~common~~various ~~stock~~equity financings. Recently, ~~also~~on atMarch ~~the~~31, ~~same~~2012, ~~conversion~~our ~~rates~~Board ~~that~~of ~~are~~Directors ~~permitted~~approved ~~for~~a private placement offering of 40,000,000 common shares of the ~~holder~~Company at a price of $0.003 per share. We anticipate raising up to $120,000 by means of this private placement offering. As of the ~~respective~~date ~~debentures~~of this report, we have raised a total of $56,589 under this offering. This private placement offering has a termination date of June 30, 2012, unless extended by the Board of Directors.

InWe ~~further~~have ~~consideration~~also ~~for~~had ~~Mr.~~to ~~Smith~~borrow ~~entering~~funds ~~into~~from ~~the~~time ~~debenture~~to ~~agreements,~~time ~~the~~in ~~Company~~order ~~attached~~to ~~share~~fund ~~purchase~~part ~~warrants~~of toour ~~each~~ongoing operations. For some of ~~the~~this borrowing, we issued convertible debentures as security. ~~There~~All ~~are~~of ~~22,100,000~~the ~~share~~debt ~~purchase~~under ~~warrants~~these ~~attached~~convertible todebentures ~~the~~has ~~Second~~since Ubeen converted into common shares of the Company.~~S.$~~ We ~~Debenture~~have also raised funds and ~~16,000,000~~set off debt through the exercise of the share purchase warrants that were attached to ~~the~~these ~~Second~~convertible ~~CAD$ Debenture~~debentures. ~~These~~A number of these share purchase warrants ~~grant~~are ~~the~~still ~~holder,~~outstanding ~~over~~and ~~the~~remain ~~term~~another source of ~~the~~funds ~~debentures,~~for the ~~right~~Company toin ~~purchase~~the ~~one~~event ~~share~~they ofare ~~common~~exercised. In ~~stock~~addition, ofwe ~~the~~have ~~Company~~borrowed funds for ~~each~~working ~~share~~capital ~~purchase~~purposes ~~warrant~~from atone aof ~~purchase~~the ~~price~~stockholders of ~~$0.003(U.S.)~~the ~~per~~Company ~~share~~for ~~under~~which ~~the~~we ~~Second~~issued Upromissory notes.~~S.$~~ These ~~Debenture~~notes ~~and~~are atpayable aon ~~purchase~~demand ~~price~~and ofare $0non-interest bearing.~~003(CAD)~~ As ~~per~~of ~~share~~March ~~under~~31, 2012, the ~~Second~~total ~~CAD$~~notes ~~Debenture~~outstanding were $56,701. OnWe ~~August~~currently ~~30,~~have ~~2010~~no ~~the~~agreement ~~Second~~with ~~U.S.$~~any ~~Debenture~~of our officers and ~~the~~directors ~~Second~~or ~~CAD$~~any ~~Debenture~~of ~~were~~our ~~exchanged~~shareholders for ~~debenture~~the ~~agreements~~provision ~~with~~of ~~separate~~additional ~~detachable Warrant Certificates~~funding.

OnWe ~~June~~have 4,also ~~2011~~received ~~the~~shares ~~annual~~in ~~interest on~~ the ~~first~~common ~~year~~stock of ~~the~~a ~~three~~junior ~~year~~mining ~~term~~company ofas ~~each~~part of ~~the~~a ~~Second~~settlement ~~US$ Debenture and the Second CAD$ Debenture became due. Pursuant to the terms~~ of ~~both~~certain ~~debentures,~~claims ~~the~~under ~~Company~~an ~~exercised its~~ option toagreement ~~pay~~with the ~~interest~~junior ~~then~~mining ~~due by the issuance of shares~~company. AsThese ~~a result, 4,572,000 common~~ shares ofare ~~the~~currently ~~Company~~not ~~were~~tradable ~~issued~~due into ~~satisfaction~~restrictions ofimposed ~~the~~under ~~interest~~SEC ~~payable~~regulations. ~~Immediately~~At ~~following~~such ~~the~~time ~~election~~as bythese ~~the Company to issue~~ shares inbecome ~~payment~~tradable; ofwe ~~interest,~~hope ~~Mr. Smith assigned his interest in and~~ to ~~the~~be ~~debentures,~~able ~~exclusive of warrants,~~ to ~~others~~sell ~~and~~them in ~~turn~~ the ~~holders of the Second US$ Debenture and the Second CAD$ Debenture elected for the payment of the debt then due and owing thereunder in shares of the Company~~market. ~~This resulted in a further 38,100,000 common shares of the Company being issued in satisfaction of the debt under both of the Second US$ Debenture and the Second CAD$ Debenture.~~

InWe aanticipate ~~further~~being ~~effort~~able to ~~reduce~~raise ~~its~~the ~~current~~funds ~~debt~~that ~~load,~~are onrequired ~~September~~for ~~13,~~our ~~2010~~ongoing operating, ~~the~~acquisitions ~~Company~~and ~~sold~~exploration acosts ~~total~~by means of ~~23,623,160~~the ~~shares~~sale of ~~USA~~securities ~~Uranium~~currently ~~Corp~~held ~~(“USAU”) owned~~ by the Company, toupon ~~Mr.~~these ~~Smith~~securities ~~for~~becoming ~~the~~tradable, ~~sum~~as ofwell ~~$23,623~~as orby ~~$0.001~~both ~~per~~debt ~~share,~~and ~~the~~equity ~~par~~funding. The ~~value~~equity offunding ~~the~~would ~~shares. Payment~~be ~~for~~in the ~~shares~~form ~~was~~a byprivate ~~way~~placement, ofincluding ~~set-off~~our ~~against~~private ~~loans~~placement ~~and~~offering ~~other~~currently ~~advances~~outstanding, ofand/or ~~money~~the ~~made~~exercise byof ~~Mr.~~our ~~Smith~~outstanding towarrants by the ~~Company~~warrant holders. ~~The~~To ~~shares~~the ofextent ~~USAU~~we are ~~currently~~unable ~~not~~to ~~trading~~raise ~~and~~additional ~~the~~funds, ~~securities~~our ~~have~~participation ~~been~~in ~~written off by~~ the ~~Company~~exploration onof ~~its~~our ~~books.~~acquired

~~Mr.~~mining ~~Smith~~properties ~~has~~as ~~paid~~well ~~certain expenses on behalf of the Company in the amounts of $13,015 (U.S.) and $3,463 (CAD)~~ as ~~of September 30, 2011. We have no agreement with any of our officers and directors for~~ the ~~provision~~acquisition of additional ~~funding. These~~mining ~~funds~~property ~~were~~interests ~~used~~will ~~for~~be ~~working~~delayed ~~capital needs~~ and/or ~~are~~we ~~due~~could onbe ~~demand,~~unable ~~without~~to ~~interest,~~continue ~~and~~to ~~are included in accounts payable~~operate.

~~The~~Cash Company can also raise funds through the exercise of the various warrants outstanding. On March 2, 2011, and again on April 29, 2011, Beeston received notices of election to exercise a total of 16,200,000 warrants and 1,982,238 warrants, respectively, all issued as part of the April 9, 2009 U.S.$ Convertible Debenture. Under the terms of its issue, one warrant allows the holder thereof to purchase one common share of Beeston for an exercise price of $0.003. As a result of this exercise of warrants, the Company received funds of $48,600(U.S.) and $5,946(U.S.), respectively. Requirements

OnWe ~~March~~estimate ~~25,~~that ~~2011,~~our ~~Beeston~~expenses ~~received~~over ~~notices of election to exercise 2,667,330 warrants issued as part of~~ the ~~June~~next 4,12 ~~2010~~months ~~U.S.$~~will ~~Convertible~~be ~~Debenture~~approximately ~~and a further 2~~$125,~~556,580~~000 ~~warrants issued~~ as ~~part~~described ofin the ~~June~~table ~~4, 2010 CAD$ Convertible Debenture~~below. ~~Under~~ ~~the~~These ~~terms~~estimates ofmay ~~the~~change ~~issue~~significantly ~~for~~depending ~~the~~on ~~warrants under~~ the ~~June~~nature ~~4, 2010 U.S.$ Convertible Debenture, one warrant allows the holder thereof to purchase one common share~~ of ~~Beeston~~our ~~for~~future anbusiness ~~exercise~~activities ~~price~~and ofour ~~$0.003(U.S.). Under~~ability ~~the terms of the issue of the warrants under the June 4, 2010 CAD$ Convertible Debenture, one warrant allows the holder thereof~~ to ~~purchase~~raise ~~one~~capital ~~common~~from ~~share~~shareholders ofor ~~Beeston~~other ~~for an exercise price of $0~~sources.003(CAD). Payment of the exercise price of the respective warrants was made by way of set off of debt owed by Beeston to the holder of the warrants. In the case of the U.S.$ warrants, $8,002 (U.S.) of debt, and in the case of the CAD $ warrants, $7,670 (CAD) of debt.

OnWe ~~April~~intend ~~14,~~to ~~2009~~commence ~~the~~exploration ~~Company~~activities ~~entered~~on ~~into~~our annewly ~~agreement~~optioned ~~with~~properties ~~John~~over ~~Perez, consultant (~~the ~~“Consulting~~next ~~Agreement”)~~twelve ~~for the purpose of retaining Mr~~months. We ~~Perez~~estimate toour ~~provide~~operating ~~corporate~~expenses ~~communications~~ and ~~public~~working ~~relations~~capital ~~services~~requirements for the ~~Company. Under~~next ~~the~~twelve ~~terms~~month ofperiod ~~the~~to ~~Consulting~~be ~~Agreement~~as ~~Mr. Perez was granted~~ follows:

an option to purchase up to 7,200,000 shares of the common stock of the Company (the “Option”) at a price of $0.04(U.S.) per share (the “Option Shares”), over the term of the Consulting Agreement of two (2) year. Mr. Perez had the right to exercise the Option for 200,000 of the Option Shares at the time of entering to the Consulting Agreement and the right thereafter to exercise the Option for the balance of the Option Shares based on the trading price of the Company’s shares from time to time as reported on the Over-the-Counter Bulletin Board electronic quotation system. The Company retained the right to terminate the Consulting Agreement and the Option granted thereunder, at its option, upon thirty (30) days notice. No shares were issued by the Company under this contract with Mr. Perez. This Consulting Agreement expired on April 14, 2011.


Description	Operating	Estimated
	Period	Expenses
		($)
General and administrative	12 months	15,000
Mining expenses	12 months	55,000
Professional fees	12 months	55,000
Total		$125,000

OnWe ~~August~~are ~~26,~~not ~~2011,~~aware Beeston 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"). The Company can earn a 100% interest in the claims, upon exercise of ~~the~~any ~~option,~~known ~~by issuing a total of 3~~trends,~~000,000~~ ~~shares of its common stock to MSM over a period of three years and by paying a total of $250~~demands,~~000~~ ~~plus carrying out a $2~~commitments,~~000,000~~ ~~exploration~~events ~~and~~or ~~development~~uncertainties ~~program~~that ~~on the claims over a six year period. Upon the Beeston acquiring the Chucker Property, the claims~~ will beresult ~~subject~~in toor athat ~~royalty~~are ofreasonably 2%likely ~~of net smelter returns payable~~ to ~~MSM~~result 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~~our ~~event~~liquidity ~~the~~increasing ~~Company~~or ~~exercises~~decreasing ~~its option and acquires the Chucker Property, Beeston 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~~material ~~upon thirty (30) days notice~~way.

~~Beeston~~These ~~has~~cash ~~undertaken~~requirements ~~the~~are ~~preparation~~in excess of our current cash and working capital resources. As a ~~geology~~result, ~~report~~we aswill ~~required~~require ~~under~~additional ~~the~~financing ~~aforesaid~~in ~~agreement. It~~order isto pay for our anticipated ~~that~~ongoing ~~this~~expenditures ~~report~~as ~~will~~outlined ~~not~~above. These funds may be ~~ready~~raised ~~until~~through ~~sometime~~equity infinancing, ~~November~~debt financing, ~~2011. If~~or itother sources, which may result in further dilution in the equity ownership of our shares. There is ~~acceptable~~no assurance that any party will advance additional funds to ~~Beeston,~~us ~~ten~~in ~~(10)~~order ~~days~~to ~~after~~enable ~~acceptance~~us to sustain our plan of ~~the~~operations ~~geology~~or ~~report,~~to ~~Beeston~~repay ~~will~~our beliabilities. ~~required~~We hope to ~~pay~~meet our cash requirements for the ~~sum~~next 12 months through equity financing by way of ~~$20,000~~a private placement and/or ~~issue~~through ~~1,000,000~~the ~~shares~~exercise of ~~its~~the ~~common~~existing ~~stock~~outstanding warrants held by our investors. We currently do not have any arrangements in place to ~~MSM,~~complete ~~which~~any private placement financing and there is no assurance that we will ~~form~~be ~~part~~successful ofin completing any such financing on terms that will be acceptable to us or that the ~~option~~holders ~~exercise~~of ~~price~~our ~~under~~outstanding warrants will exercise the ~~option~~warrants. ~~agreement~~We ~~with~~also ~~MSM~~own insecurities of a company that is publicly trading. These securities are currently restricted as to trading, however, upon the ~~event~~removal of the ~~option~~restriction ison ~~exercised~~trading; bythese ~~Beeston.~~shares could be a source of funds for our operations.

~~Going~~Contractual ~~Concern Consideration:~~Obligations

~~Our~~As ~~external auditors issued~~ a ~~going~~“smaller ~~concern~~reporting ~~opinion on our December 31~~company”, 2010, audited financial statements that raises substantial doubt about our ability to continue as a going concern for the next 12 months given our current financial position. We have minimal assets and have achieved no operating revenues since our inception. We have depended on loans and sales of equity securities and interests in our mining properties for funds to conduct operations. Unless and until we ~~commence~~are ~~material~~not ~~operations~~required ~~and achieve material revenues, we will remain dependent on financings and/or further sales of our mining properties~~ to ~~continue~~provide ~~our~~tabular ~~operations.~~disclosure ~~The financing may take the form of additional sales of debt or equity securities and/or loans from our directors~~obligations. ~~There is no assurance that additional financing, if required, will be available, or available on terms favorable to us.~~

~~Off-Balance~~Going ~~Sheet Arrangements:~~ Concern

WeDue doto ~~not~~our ~~have~~limited ~~any~~amount ~~off-balance~~of ~~sheet~~capital, ~~arrangements~~recurring ~~that have~~losses, ornegative ~~are~~cash ~~reasonably~~flows ~~likely~~from operations and our ability to ~~have~~pay outstanding liabilities, our aindependent ~~current~~auditors orstated ~~future~~in ~~effect~~their onreport ~~our~~for ~~financial~~the ~~condition,~~fiscal ~~changes~~year inended ~~financial~~December ~~condition~~31, ~~revenues~~2011, orthat ~~expenses~~there is substantial doubt about our ability to continue as a going concern. Since inception on July 12, ~~results~~1999, ofwe have incurred operating losses and negative cash flows from operations. As of March 31, ~~liquidity~~2012, ~~capital~~we ~~expenditures~~had an accumulated deficit of $1,739,566, orwith total stockholders’ equity of $86,252. We had a working capital ~~resources~~of ~~that~~$86,252 ~~are~~at ~~material~~March to31, ~~investors~~2012.

Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.

The financial statements included elsewhere in this report have been prepared in accordance with United States generally accepted accounting principles, assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Please refer to our Form 10-K for the year ended December 31, 2011, filed with the SEC for our critical accounting policies, from which there has been no change as of the date of this file.

Item 3. Quantitative Disclosures about Market Risks

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

Item 4. Controls and Procedures.

~~Our~~Management’s ~~management~~Report ison ~~responsible~~Disclosure ~~for~~Controls ~~establishing~~ and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.Procedures

~~Our~~We ~~evaluation~~maintain ofdisclosure ~~internal~~controls ~~control~~and ~~over~~procedures ~~financial~~that ~~reporting~~are ~~includes~~designed ~~using~~to ~~the~~ensure ~~COSO~~that ~~framework,~~information anrequired ~~integrated~~to ~~framework~~be ~~for~~disclosed in our reports filed under the ~~evaluation~~Securities Exchange Act of ~~internal~~1934, ~~controls~~as ~~issued~~amended, byis ~~the~~recorded, ~~Committee~~processed, ofsummarized ~~Sponsoring~~and ~~Organizations~~reported ofwithin the ~~Treadway~~time ~~Commission,~~periods tospecified ~~identify~~in the ~~risks~~Securities and ~~control~~Exchange ~~objectives~~Commission's ~~related~~rules and forms, and that such information is accumulated and communicated to ~~the~~our ~~evaluation~~management, ofincluding our ~~control~~president ~~environment. The~~(our ~~internal~~principal ~~controls~~executive ~~for~~officer) ~~the~~and ~~Company~~our ~~are~~chief ~~provided~~financial byofficer ~~executive~~(our ~~management’s~~principal ~~review~~financial officer and ~~approval~~principle ofaccounting ~~all~~officer) ~~transactions~~to allow for timely decisions regarding required disclosure.

~~Based~~As onof the ~~current~~end ~~internal~~of ~~controls~~our ~~employed~~quarter covered by ~~the~~this ~~Company~~report, we carried out an evaluation, under the ~~Company~~supervision ~~concludes~~and with the participation of our president (our chief executive officer and chief financial officer) of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our chief executive officer and chief financial officer) concluded that, as of ~~September~~March 3031, ~~2011~~2012, 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. As such, our disclosure controls and procedures as of March 31, 2012 were not effective.

There were no significant changes in Beeston’s internal controls or in other factors that could significantly affect these controls during the third quarter ended September 30, 2011. There were no significant deficiencies or additional material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended March 31, 2012, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

The Company is not subject to the mine safety disclosure requirements and other regulatory matters required by Section 1503(1) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits:

Exhibit No.	Document	Location
3.1	Articles of Incorporation	Previously Filed
3.2	Amendment to Articles	Previously Filed
3.3	Bylaws	Previously Filed
3.4	Certificate of Change	Previously Filed
14.1	Code of Ethics	Previously Filed
31	Rule 13a-41(a)/15d-14(a) Certificates	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 Sections 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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BEESTON ENTERPRISES LTD.

~~November~~May 1415, ~~2011~~2012________________ /s/ Michael Upham

/s/ Michael Upham

Date

MICHAEL UPHAM, PRESIDENT

Filing Compare · BEESTON ENTERPRISES LTD