UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2013 or

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

For the transition period from _________________________ to ________________________

Commission File Number 333-103621

BEESTON ENTERPRISES LTD.


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

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]

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 ~~June~~August 18 19, 2013, the Company had ~~232~~264,~~823~~993,~~179~~479 shares of its common stock issued and outstanding.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

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

1112

Item 3. Quantitative Disclosures about Market Risks

1617

Item 4. Controls and Procedures.

1617

PART II — OTHER INFORMATION

1618

Item 1. Legal Proceedings

1618

Item 1A. Risk Factors

1618

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

1618

Item 3. Defaults Upon Senior Securities

1618

Item 4. Mine Safety Disclosures

1718

Item 5. Other Information

1718

Item 6. Exhibits

1718

SIGNATURES

1719

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2013 AND 2012

(UNAUDITED)

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

INDEX TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Condensed Balance Sheets as of ~~March~~June 3130, 2013(unaudited)

and December 31, 2012

Condensed Statements of Operations for the Three and Six Months Ended

~~March~~June 3130, 2013 and ~~2012with~~2012 with Cumulative Totals Since Inception

(unaudited)

Condensed Statement of Changes in Stockholders’ Equity (Deficit)

from ~~July~~December 1231, ~~1999~~2012 ~~(Inception)~~ to ~~March~~June 3130, 2013 (unaudited)

Condensed Statements of Cash Flows for the ~~Three~~Six Months Ended

~~March~~June 3130, 2013 and 2012 with Cumulative Totals Since Inception

(unaudited)

Notes to Condensed Financial Statements (unaudited)

8-1110


	BEESTON ENTERPRISES LTD.
	(AN EXPLORATION STAGE COMPANY)
	CONDENSED BALANCE SHEETS

	ASSETS
			June 30,	December 31,
			2013	2012
			(Unaudited)
Current Assets
	Cash		$ 6,005	$ 3,190
	Prepaid expenses and deposits		70	120
		Total Current Assets	6,075	3,310

TOTAL ASSETS			$ 6,075	$ 3,310

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
	Accounts payable and accrued liabilities		$ 6,792	$ 20,603
	Promissory notes, related party		-	26,594
		Total Current Liabilities	6,792	47,197

		Total Liabilities	6,792	47,197

STOCKHOLDERS' DEFICIT
	Common stock, par value $0.001, 500,000,000 shares authorized and
	264,993,479 and 217,633,479 issued and outstanding as of June 30,
	2013 and December 31, 2012, respectively		264,993	217,633
	Additional paid-in capital		2,002,572	1,923,436
	Deficit accumulated during the development and exploration stages		(2,268,282)	(2,184,956)
		Total Stockholders' Deficit	(717)	(43,887)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$ 6,075	$ 3,310

The accompanying notes are an integral part of the condensed unaudited financial statements
4


BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (UNAUDITED)
(WITH TOTALS SINCE INCEPTION)

			THREE MONTHS ENDED		SIX MONTHS ENDED		Cumulative Totals
			JUNE 30,		JUNE 30,		July 12, 1999 to
			2013	2012	2013	2012	June 30, 2013
REVENUE
	Sale of mining claims		$ -	$ -	$ -	$ -	$ 131,889

OPERATING EXPENSES
	Speculative mining expenses		-	-	-	-	390,796
	Consulting		6,500	-	6,500	15,000	184,532
	Promotional expenses		13,950	9,020	13,950	9,020	87,611
	Professional fees		7,189	9,958	16,444	17,646	330,041
	Administrative expenses		30,965	71,985	45,708	79,922	385,866
	Depreciation		-	-	-	-	3,806
		Total Operating Expenses	58,604	90,963	82,602	121,588	1,382,652

LOSS BEFORE OTHER INCOME (EXPENSE)			(58,604)	(90,963)	(82,602)	(121,588)	(1,250,763)

OTHER INCOME (EXPENSE)
	Interest expense, net		(143)	(369)	(810)	(933)	(63,468)
	Foreign currency transaction gain (loss)		-	(3)	86	(146)	(16,717)
	Claim settlement gain		-	-	-	-	1,048,297
	Loss from debt extinguishment		-	-	-	-	(839,326)
	Loss on modification of securities		-	-	-	-	(207,651)
	Loss on marketable securities		-	(77,000)	-	(24,000)	(1,074,899)
	Release of exploration cost liability		-	-	-	-	136,245
		Total Other Income (Expense)	(143)	(77,372)	(724)	(25,079)	(1,017,519)
NET LOSS APPLICABLE TO COMMON SHARES

NET LOSS APPLICABLE TO COMMON SHARES			$ (58,747)	$ (168,335)	$ (83,326)	$ (146,667)	$ (2,268,282)

NET LOSS PER SHARE - BASIC AND DILUTED			$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED			236,191,457	179,299,670	226,963,733	170,075,455


The accompanying notes are an integral part of the condensed unaudited financial statements
5


BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 31, 2012 TO JUNE 30, 2013


		Common Stock		Additional	Deficit accum-	Stockholders'
		Shares	Amount	Paid-in	ulated during	Equity (Deficit)
				Capital	the exploration
					stage
	Balance, December 31, 2012	217,633,479	$217,633	$ 1,923,436	$ (2,184,956)	$ (43,887)
Net loss through June 30, 2013		-	-	-	(83,326)	(83,326)
Forgiveness of interest on notes payable		-	-	501	-	501
Issuance of shares in set-off (repayment) of debt		15,189,700	15,190	22,783	-	37,973
Issuance of shares for cash		32,170,300	32,170	48,256	-	80,426
Shares issued below market value		-	-	7,596	-	7,596
	Balance, June 30, 2013	264,993,479	$264,993	$ 2,002,572	$ (2,268,282)	$ (717)


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


BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (UNAUDITED)
(WITH TOTALS SINCE INCEPTION)

		SIX MONTHS ENDED		From Inception
		JUNE 30,		July 12, 1999 to
		2013	2012	June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$ (83,326)	$ (146,667)	$ (2,268,282)
Adjustments to reconcile net loss to net cash used in
operating activities
	Depreciation	-	-	3,806
	Amortization of prepaid consulting	-	-	74,160
	Claim settlement gain	-	-	(1,014,000)
	Mark to market on marketable securities	-	24,000	971,299
	Interest forgiven by shareholder	501	670	28,717
	Interest accrued on debentures	-	-	43,615
	Share based expense	-	66,021	144,228
	Issuance of stock below market price	7,596	-	7,596
	Other	-	-	1,048,051
Changes in assets and liabilities
	Prepaid expenses and deposits	50	55	(70)
	Accounts payable and accrued expenses	(13,811)	5,295	6,792
	Net cash used in operating activities	(88,990)	(50,626)	(954,088)

CASH FLOWS FROM INVESTING ACTIVITIES
	Acquisition of equipment	-	-	(3,806)
	Net cash used in investing activities	-	-	(3,806)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock	80,426	-	292,046
	Proceeds from exercise of warrants	-	-	120,611
	Sale of marketable securities	-	-	42,701
	Principal payments on promissory notes	-	-	389,178
	Note repayments	-	(112)	(812)
	Proceeds from issuance of promissory notes, related party	11,379	50,601	120,175
	Net cash provided by financing activities	91,805	50,489	963,899

NET INCREASE (DECREASE) IN CASH		2,815	(137)	6,005

CASH - BEGINNING OF PERIOD		3,190	241	-

CASH - END OF PERIOD		$ 6,005	$ 104	$ 6,005

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
	Income taxes	$ -	$ -	$ -
	Interest	$ -	$ -	$ -

NON-CASH FINANCING ACTIVITIES
	Issuance of shares in set-off (repayment) of debt	$ 37,973	$ 56,589	$ 119,363
	Issuance of shares in conversion of debt	$ -	$ -	$ 370,442

The accompanying notes are an integral part of these condensed unaudited financial statements

7

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED BALANCE SHEETS

(UNAUDITED)

ASSETS
	March 31,	December 31,
	2013	2012
Current Assets
Cash	$ 105	$ 3,190
Prepaid expenses and deposits	238	120
Total Current Assets	343	3,310
TOTAL ASSETS	$ 343	$ 3,310
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$ 30,335	$ 20,603
Promissory notes, related party	37,973	26,594
Total Current Liabilities	68,308	47,197
Total Liabilities	68,308	47,197
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001, 500,000,000 shares authorized and
217,633.479 issued and outstanding	217,633	217,633
Additional paid-in capital	1,923,937	1,923,436
Deficit accumulated during the development and exploration stages	(2,209,535)	(2,184,956)
Total Stockholders' Deficit	(67,965)	(43,887)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 343	$ 3,310

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 MONTHS ENDED MARCH 31, 2013 AND 2012 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)

		THREE MONTHS ENDED		Cumulative Totals
		MARCH 31,		July 12, 1999 to
		2013	2012	March 31, 2013
REVENUE
	Sale of mining claims	$ -	$ -	$ 131,889
OPERATING EXPENSES
	Speculative mining expenses	-	-	390,796
	Consulting	-	15,000	178,032
	Promotional expenses	-	-	73,661
	Professional fees	9,255	7,688	322,852
	Administrative expenses	14,743	7,937	354,901
	Depreciation	-	-	3,806
	Total Operating Expenses	23,998	30,625	1,324,048
LOSS BEFORE OTHER INCOME (EXPENSE)		(23,998)	(30,625)	(1,192,159)
OTHER INCOME (EXPENSE)
	Interest expense, net	(667)	(564)	(63,325)
	Foeign currency transaction gain (loss)	86	(143)	(16,717)
	Claim settlement gain	-	-	1,048,297
	Loss from debt extinguishment	-	-	(839,326)
	Loss on modification of warrants	-	-	(207,651)
	Gain (loss) on marketable securities	-	53,000	(1,074,899)
	Release of exploration cost liability	-	-	136,245
	Total Other Income (Expense)	(581)	52,293	(1,017,376)
NET INCOME (LOSS) APPLICABLE TO
COMMON SHARES		$ (24,579)	$ 21,668	$ (2,209,535)
NET INCOME (LOSS) PER SHARE -
BASIC AND DILUTED		$ (0.00)	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED		217,633,479	160,851,241

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, 2013

	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 loss	-	-	-	-	(423,722)	(423,722)
Forgiveness of interest on notes payable	-	-	1,148	-	-	1,148
Issuance of shares for cash	31,733,000	31,733	63,466	-	-	95,199
Issuance of shares in set-off of debt	8,267,000	8,267	16,534	-	-	24,801
Shares issued below market value	-	-	144,227	-	-	144,227
Exercise of warrants	16,782,238	16,782	33,565	-	-	50,347
Balance, December 31, 2012	217,633,479	217,633	1,923,436	-	(2,184,956)	(43,887)
Net loss	-	-	-	-	(24,579)	(24,579)
Forgiveness of interest on notes payable	-	-	501	-	-	501
Balance, March 31, 2013	217,633,479	$ 217,633	$ 1,923,937	$ -	$ (2,209,535)	$ (67,965)

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

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)

	THREE MONTHS ENDED		Cumulative Totals
	MARCH 31,		July 12, 1999 to
	2013	2012	March 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (24,579)	$ 21,668	$ (2,209,535)
Adjustments to reconcile net loss to net cash
(used in) operating activities
Depreciation	-	-	3,806
Amortization of prepaid consulting	-	-	74,160
Claim settlement gain	-	-	(1,014,000)
Mark to market on marketable securities	-	(53,000)	971,299
Interest forgiven by shareholder	501	471	28,717
Interest accrued on debentures	-	-	43,615
Share based expense	-	-	144,228
Other	-	-	1,048,051
Changes in assets and liabilities
Prepaid expenses and deposits	(118)	(109)	(238)
Accounts payable and accrued expenses	9,732	1,571	30,335
Net cash used in operating activities	(14,464)	(29,399)	(879,562)
CASH FLOWS FROM INVESTING ACTIVITES
Acquisition of equipment	-	-	(3,806)
Net cash (used in) investing activities	-	-	(3,806)
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from sale of common stock	-	-	211,620
Proceeds from exercise of warrants	-	-	120,611
Sale of marketable securities	-	-	42,701
Principal payments on promissory notes	-	-	389,178
Note repayments	-	-	(812)
Proceeds from issuance of promissory notes, related party	11,379	30,501	120,175
Net cash provided by financing activities	11,379	30,501	883,473
NET INCREASE (DECREASE) IN CASH	(3,085)	1,102	105
CASH - BEGINNING OF PERIOD	3,190	241	-
CASH - END OF PERIOD	$ 105	$ 1,343	$ 105

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, the 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. The Company owns a 100% interest in five mineral claims comprising 2,451.79 hectares, known as the “Ruth Lake Property” located approximately 25 kilometers from Lac La Hache, British Columbia, Canada. Four claims are in good standing until November 5, 2013 and one claim is in good standing until September 6, 2015.

The Company also has an option to acquire a 100% interest in eighteen mineral claims located in the Silver Star Mining District in Mineral County, Nevada, USA, (the “Chucker Property). Subject to the Company making payments and expenditures required under the option agreement, the option will expire 75 months from the date the Company accepts a geology report currently being prepared. The Company can also cancel the option upon 30 days notice.

Basis of Presentation

The condensed unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2012 audited financial statements and the accompanying notes thereto included in our Form 10-K. 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.

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 loans from its shareholders or the issuance of stock.

~~The management of the Company plans to raise additional funds through loans from its shareholders or the issuance of stock.~~8

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-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes as of March 31, 2013, from the accounting policies disclosed in the December 31, 2012 Form 10-K.

NOTE 3-

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period. Diluted earnings per share reflects the potential dilution to earnings per share due to securities outstanding which, upon exercise, would increase the number of common shares outstanding. The following table reflects potentially dilutive securities which were not included in diluted earnings per share as their effect was anti-dilutive.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

~~NOTE~~ . 3-

~~NET~~NOTE ~~INCOME~~1 ~~(LOSS) PER SHARE OF COMMON STOCK (CONTINUED)~~-

~~Three~~ORGANIZATION ~~Months~~AND ~~Ended~~BASIS OF PRESENTATION

~~March 31,~~ (CONTINUED)

~~2013 2012~~Going Concern(Continued)

~~Warrants~~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.

~~81,837,280 98,619,518~~NOTE 2 -

__________ __________

Total

81,837,280 98,619,518

Three Months Ended

March 31,

2013 2012

Net Income (Loss) $ (24,579) $ 21,668

Weighted Average

common shares

outstanding (basic) 217,633,479 160,851,241

Warrants

81,837,280 98,619,518

__________ __________

Weighted Average

common shares

outstanding (diluted) 217,633,479 160,851,241

========= =========

Diluted shares for March 31, 2012, are not shown because the year showed negative results and the calculation of earnings per share would be anti-dilutive.

NOTE 4 -

PROMISSORY NOTES, RELATED PARTY

The Company has borrowed funds for working capital purposes from stockholders of the Company by issuing promissory notes. The notes are payable on demand and are not interest-bearing. Interest is imputed on the notes at a rate of 6% as interest expense and contributed capital.

As of ~~March~~June 3130, 2013, the total notes outstanding were ~~$37~~nil,~~973,~~ ana ~~increase~~decrease of $1126,~~379~~594 since December 31, 2012. During the three months ended March 31, 2013, $11,379 was borrowed and on April 1, 2013, 15,189,700 shares of common stock of the Company were issued to notes holders in payment of the $37,973 debt. The common stock was valued for $45,569 and a loss of $7,596 was recognized due to the sale of stock below market price during the six months ended June 30, 2013.

NOTE 53 -

OFFICE SERVICES- RELATED PARTY

A related party was paid, for office and secretarial services, $1434,~~300~~150 and $712,~~523~~723 as of ~~March~~June 3130, 2013 and 2012, respectively.

10NOTE 4 -

COMMON STOCK OFFERING

On March 4, 2013, the company’s Board of Directors authorized a private placement offering of a maximum of 50,000,000 shares of its common stock at a price of $0.0025 per share for maximum total proceeds of $125,000. The offering will expire on September 30, 2013 unless extended by the Board of Directors. As of June 30, 2013, a total of 32,170,300 shares were sold for $80,426 cash and a total of 15,189,700 shares were issued in payment, by way of set-off, of outstanding notes totaling $37,973. The total number of shares issued under this offering as of June 30, 2013, was 47,360,000 shares for $118,399.

BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 65 -

COMMON STOCK OFFERING

On March 4, 2013, the company’s Board of Directors authorized a private placement offering of a maximum of 50,000,000 shares of its common stock at a price of $0.0025 per share for total proceeds of $125,000. The offering will expire on September 30, 2013 unless extended by the Board of Directors.

NOTE 7 -

REVISED WARRANTS EXPIRATION DATE

On March 1, 2013, the Company’s Board of Directors authorized and approved the extension of the expiry date for all share purchase warrants for the purchase of common stock of the Company that were still outstanding as of that date. All of the outstanding share purchase warrants now expire on December 31, 2014. As of June 30, 2013, there were 81,837,280 warrants outstanding and no warrants were issued or exercised during the six months ended June 30, 2013.

NOTE 86 -

SUBSEQUENT EVENTS

On ~~April~~June 16, 2013, athe ~~total~~Company ofgave 15notice to MSM Resource,~~189~~ LLC,~~700~~ ~~shares~~that ~~have~~the ~~been~~Company ~~sold under~~was terminating the ~~offering~~option to ~~stockholders~~purchase ~~for~~agreement ~~proceeds~~and the option thereunder of ~~approximately~~the ~~$37~~Chucker Property,~~974~~ ~~used~~such ~~for~~termination ~~repayment~~to ofbe ~~debt~~effective July 7, 2013.

On June 6, 2013, the Company gave notice to MSM Resource, LLC , that the Company was terminating the Option Agreement and the option thereunder of the Chucker Property, such termination to be effective July 7, 2013. 10

11Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~FORWARD-LOOKING ~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ STATEMENTS

~~FORWARD~~This quarterly report contains forward-~~LOOKING~~looking ~~STATEMENTS~~statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~This~~Our ~~quarterly~~unaudited ~~report~~financial ~~contains forward-looking~~ statements. ~~These~~are ~~statements~~stated ~~relate~~in toUnited ~~future~~States ~~events~~dollars orand ~~our~~are ~~future~~prepared ~~financial~~in ~~performance.~~accordance Inwith ~~some~~United ~~cases,~~States ~~you~~Generally ~~can~~Accepted ~~identify~~Accounting ~~forward-looking~~Principles. ~~statements~~The byfollowing ~~terminology~~discussion ~~such as "may", "~~should", ~~"expects",~~be ~~"plans",~~read ~~"anticipates",~~in ~~"believes",~~conjunction ~~"estimates",~~with ~~"predicts",~~our ~~"potential"~~financial orstatements ~~"continue"~~and or the ~~negative~~related ofnotes ~~these~~that ~~terms~~appear orelsewhere ~~other~~in ~~comparable~~this ~~terminology~~quarterly report. ~~These~~The ~~statements~~following ~~are~~discussion ~~only~~contains ~~predictions~~forward-looking ~~and~~statements ~~involve~~that ~~known~~reflect ~~and~~our ~~unknown risks~~plans, ~~uncertainties~~estimates and ~~other~~beliefs. ~~factors~~Our ~~that may cause our or our industry's~~ actual results, ~~levels~~could ofdiffer ~~activity, performance or achievements to be~~ materially ~~different~~ from ~~any~~those ~~future~~discussed ~~results,~~in ~~levels~~the ~~of activity, performance or achievements expressed or implied by these~~ forward- looking statements. ~~Although~~Factors ~~we believe~~ that ~~the~~could ~~expectations~~cause ~~reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance~~ or ~~achievements.~~contribute ~~Except~~to assuch ~~required~~differences ~~by applicable law~~include, ~~including~~but ~~the~~are ~~securities laws of the United States, we do~~ not ~~intend~~limited to, ~~update~~those ~~any~~discussed ofbelow ~~the~~and ~~forward-looking~~elsewhere ~~statements~~in tothis ~~conform~~quarterly ~~these statements to actual results~~report.

~~Our~~In unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report., ~~The~~unless ~~following~~otherwise ~~discussion contains forward-looking statements that reflect our plans~~specified, ~~estimates~~all ~~and~~dollar ~~beliefs.~~amounts ~~Our~~are ~~actual~~expressed ~~results could differ materially from those discussed~~ in ~~the~~United ~~forward~~States ~~looking statements~~dollars. ~~Factors~~All ~~that~~references ~~could cause or contribute~~ to ~~such~~"common ~~differences~~stock" ~~include,~~refer ~~but are not limited~~ to, ~~those~~the ~~discussed~~common ~~below~~shares ~~and elsewhere~~ in ~~this~~our ~~quarterly~~capital ~~report~~stock.

InAs used in this quarterly report, ~~unless~~the ~~otherwise~~terms ~~specified~~"we", ~~all~~"us", ~~dollar~~"our", ~~amounts~~“Beeston” ~~are~~and ~~expressed in United States dollars. All references to~~ "~~common~~our ~~stock~~company" ~~refer~~mean toBeeston ~~the~~Enterprises ~~common~~Ltd., ~~shares~~unless inotherwise ~~our capital stock~~indicated.

AsGeneral ~~used in this quarterly report, the terms "we", "us", "our", “Beeston” and "our company" mean Beeston Enterprises Ltd., unless otherwise indicated.~~Overview

~~General~~We ~~Overview~~are an exploration stage company engaged in the search of mineral deposits that can be developed to a state of commercially viable producing mine. We owned a 100% interest in ten mineral claims comprising 4,826.46 hectares known as the “Ruth Lake Property” located 25 kilometers from Lac La Hache, British Columbia, Canada. However, on November 4, 2012, we allowed nine of the mineral claims to lapse due to the high associated maintenance costs. We then reclaimed four of the nine claims, which four mineral claims are in good standing until November 5, 2013. There is no guarantee of locating a deposit of some mineral product that could result in a producing mine. However, we are of the opinion that the location of the mining property is such as to warrant retention of a portion of the claims that originally comprised the Ruth Lake Property for further exploration.

WeThe ~~are~~property anis ~~exploration~~situated ~~stage~~within ~~company engaged in~~ the ~~search~~Quesnel ofTrough, ~~mineral deposits that can be developed to~~ a ~~state~~geologic ofbelt ~~commercially~~that ~~viable~~hosts ~~producing~~numerous ~~mine.~~base Weand ~~owned~~precious ametal ~~100%~~deposits ~~interest~~along inwith ~~ten~~current ~~mineral~~and ~~claims~~formerly ~~comprising~~producing ~~4,826~~mines.46 ~~hectares~~It ~~known~~is aslocated ~~the~~10 ~~“Ruth~~kilometres ~~Lake~~northeast ~~Property”~~of ~~located~~GWR 25Resources ~~kilometers~~Inc’s ~~from~~ Lac La Hache, ~~British~~property ~~Columbia,~~where ~~Canada. However,~~ongoing onexploration ~~November~~continues ~~4, 2012, we allowed nine of the mineral claims~~ to ~~lapse~~delineate ~~due~~porphyry ~~to the high associated maintenance costs. We then reclaimed four of the nine claims~~copper-gold-silver/skarn, ~~which~~copper-magnetite-gold-silver ~~four~~deposits ~~mineral~~and ~~claims are in good standing until November 5, 2013. There~~ is nosituated ~~guarantee~~between ofproducing ~~locating~~mines aat ~~deposit~~Imperial ofMetals ~~some~~Corporation’s ~~mineral~~Mt. ~~product~~Polley ~~that~~copper-gold ~~could~~mine ~~result~~and inNew aGold ~~producing mine~~Inc.'s ~~However,~~New weAfton ~~are~~copper-gold ofproject ~~the~~(Teck-Cominco ~~opinion~~Ltd’s ~~that~~legendary ~~the~~Afton ~~location of the mining property is such as to warrant retention of a portion of the claims that originally comprised the Ruth Lake Property for further exploration~~mine).

The ~~property~~terrain isin ~~situated~~the ~~within~~area ~~the~~in ~~Quesnel~~which ~~Trough,~~our amineral ~~geologic~~properties ~~belt~~are ~~that~~located ~~hosts~~is ~~numerous~~well ~~base~~forested with rolling hills, and ~~precious~~elevations ~~metal~~ranging ~~deposits~~from ~~along~~915-1525 meters. The climate is generally dry with ~~current~~a warm summer and ~~formerly~~a ~~producing~~cold ~~mines~~winter. Precipitation Itranges isfrom ~~located~~42-62 10centimeters ~~kilometres~~per ~~northeast~~year ofwith ~~GWR~~up ~~Resources~~to ~~Inc’s~~30 ~~Lac~~centimeters Laoccurring ~~Hache~~as ~~property~~snow. While ~~where~~some ~~ongoing~~ exploration ~~continues~~work tosuch ~~delineate~~as ~~porphyry~~trenching ~~copper-gold-silver/skarn~~and drilling could be carried out all year long, ~~copper-magnetite-gold-silver~~generally, ~~deposits~~exploration ~~and~~in the area is ~~situated~~limited ~~between~~to ~~producing~~an ~~mines~~eight atmonth ~~Imperial~~period ~~Metals~~running ~~Corporation’s~~from MtApril to October. Any ~~Polley~~exploration ~~copper-gold~~programs ~~mine~~would ~~and~~be ~~New~~carried ~~Gold~~out ~~Inc~~during this eight month period.'s ~~New~~The ~~Afton~~area ~~copper-gold~~has ~~project~~an ~~(Teck-Cominco~~excellent ~~Ltd’s~~infrastructure ~~legendary~~in ~~Afton~~place ~~mine).~~with a skilled workforce, rail, roads and power capacity.

~~The~~As ~~terrain~~our indirectors ~~the~~and ~~area~~officers inhave ~~which~~no ~~our~~professional ~~mineral~~training ~~properties~~or ~~are~~technical ~~located~~credentials isin ~~well~~the ~~forested~~field ~~with~~of ~~rolling hills~~geology, and ~~elevations~~specifically ~~ranging~~in ~~from~~the ~~915-1525~~areas ~~meters. The~~of ~~climate~~exploring, isdeveloping ~~generally dry with a warm summer~~ and aoperating ~~cold~~mining ~~winter. Precipitation~~properties, ~~ranges~~we ~~from~~will ~~42-62~~have ~~centimeters per year with up~~ to 30retain ~~centimeters~~the ~~occurring~~services asof ~~snow. While~~various ~~some~~professionals ~~exploration work such as trenching~~ and ~~drilling~~technicians ~~could be carried out all year long, generally, exploration~~ in the ~~area~~mining isindustry ~~limited~~ to anprovide ~~eight~~such ~~month period running from April to October~~expertise. ~~Any~~Accordingly, ~~exploration~~we ~~programs~~have, ~~would~~and bewill ~~carried~~continue ~~out~~to ~~during~~retain ~~this~~the ~~eight~~services ~~month~~of ~~period.~~geologists ~~The~~and ~~area~~engineers ~~has~~to anadvise ~~excellent~~and ~~infrastructure~~assist us in ~~place~~the ~~with~~exploration aof ~~skilled~~our ~~workforce,~~acquired ~~rail,~~interest ~~roads~~in ~~and~~mineral ~~power capacity~~claims.

AsThe ~~our~~Ruth ~~directors~~Lake ~~and~~Property ~~officers~~has ~~have~~not noreceived ~~professional~~as ~~training~~much orexploration ~~technical~~as ~~credentials~~some inof the ~~field~~surrounding ~~of geology~~properties, ~~and~~such ~~specifically~~as inGWR ~~the~~Resources ~~areas~~Inc.’s ofLac ~~exploring,~~La ~~developing~~Hache ~~and~~Property. ~~operating~~What ~~mining~~prior ~~properties,~~exploration wehas ~~will~~taken ~~have~~place toon ~~retain~~or ~~the~~near ~~services~~this ofproperty ~~various~~has ~~professionals~~provided ~~and~~indications ~~technicians~~that in the ~~mining~~area ~~industry~~has the potential to ~~provide~~host ~~such~~a ~~expertise. Accordingly,~~copper-gold wedeposit ~~have,~~or ~~and~~a ~~will~~molybdenite ~~continue~~deposit. toWe ~~retain~~utilized the services of geologists ~~and~~to ~~engineers~~interpret toa ~~advise~~recent ~~and~~airborne ~~assist~~geophysical ussurvey inof the ~~exploration~~area ofand ~~our~~the ~~acquired~~existing ~~interest~~geological information in ~~mineral~~relation ~~claims.~~to the Ruth Lake Property to identify target areas

~~The~~and ~~Ruth~~make ~~Lake~~recommendations ~~Property~~for ~~has~~the ~~not~~further ~~received~~exploration asof ~~much~~the ~~exploration~~property. Based ason ~~some~~our geologists recommendation, an initial exploration program of approximately $50,000 CAD was carried on the ~~surrounding~~Ruth ~~properties~~Lake Property, ~~such~~which asinvolved ~~GWR~~the ~~Resources~~taking ~~Inc.’s~~of ~~Lac~~soil Lageochemical ~~Hache~~samples ~~Property~~on a regional grid with fill in samples where indicated by anomalous values. Each ~~What~~target ~~prior~~area ~~exploration~~was ~~has~~then ~~taken~~explored ~~place~~by ongeochemical orsoil ~~near~~sampling ~~this~~and ~~property~~prospecting. Anomalous ~~has~~cooper-in-soil ~~provided~~was ~~indications~~detected ~~that~~near the edge of one target area ~~has~~and ~~the~~cooper ~~potential~~mineralization towas ~~host~~sighted along a ~~copper-gold~~newly ~~deposit~~constructed orlogging aroad ~~molybdenite~~near ~~deposit~~this area. In Weaddition ~~utilized~~to the ~~services~~results of ~~geologists~~the toexploration ~~interpret~~program, ahistoric ~~recent~~assessment ~~airborne~~reports ~~geophysical~~relating ~~survey~~to the southern part of the ~~area~~property reported sporadic molybdenite-in-soil geochemical anomalies over a north-south length of 750 metres. Molybdenite and ~~the~~small ~~existing~~amounts ~~geological~~of ~~information~~chalcopyrite inwere ~~relation~~described toas ~~the~~disseminations ~~Ruth~~and ~~Lake~~fracture ~~Property~~fillings toin ~~identify~~altered, ~~target~~silicified ~~areas~~and locally quartz veined granite float and ~~make~~bedrock. While ~~recommendations~~some ~~for~~drilling ~~the~~was ~~further~~performed, ~~exploration~~there ofare ~~the~~no ~~property~~records of results. Based on the results of our ~~geologists~~initial ~~recommendation~~exploration program and the historic data on the property, anwe ~~initial~~believe that further exploration is warranted for the Ruth Lake Property. A work program was to have been carried out in late fall of ~~approximately~~2008, ~~$50~~then the summer of 2009; however,~~000~~ ~~CAD~~such exploration was subsequently delayed pending the results of the exploration work that was to have been carried out on various large parcels of the Ruth Lake Property, ~~which~~under ~~involved~~option agreements entered into by the ~~taking~~Company ofwith ~~soil~~other junior mining companies.

~~geochemical~~In ~~samples~~our onefforts ato ~~regional~~further ~~grid~~the ~~with~~exploration ~~fill in samples where indicated by anomalous values. Each target area was then explored by geochemical soil sampling~~ and ~~prospecting. Anomalous~~development ~~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~~large ~~addition~~tract ~~to the results~~ of ~~the~~acquired ~~exploration~~mineral ~~program~~claims, ~~historic~~we ~~assessment~~have ~~reports~~continuously ~~relating~~reviewed to the ~~southern~~possibility ~~part~~ of ~~the~~participating ~~property reported sporadic molybdenite-~~in~~-soil~~ ~~geochemical~~some ~~anomalies~~form ~~over a north-south length~~ of ~~750~~joint ~~metres. Molybdenite~~venture ~~and~~or ~~small~~option ~~amounts~~arrangement ofwith ~~chalcopyrite~~other ~~were~~entities ~~described~~on asa ~~disseminations~~portion ~~and~~of ~~fracture~~these ~~fillings~~mineral inclaim ~~altered, silicified and locally quartz veined granite float and bedrock~~holdings. ~~While~~Accordingly, ~~some~~since ~~drilling~~acquiring ~~was~~this ~~performed~~property, ~~there~~we ~~are~~have noentered ~~records~~into ofvarious ~~results. Based~~arrangements onwith ~~the~~other ~~results~~companies ofto ~~our~~carry ~~initial~~out exploration ~~program~~work ~~and the historic data~~ on ~~the~~various ~~property,~~mineral weclaims ~~believe~~ that ~~further~~comprise ~~exploration is warranted for~~ the Ruth Lake Property. AAt ~~work~~present, ~~program~~we ~~was to~~ have ~~been~~no ~~carried~~option ~~out~~agreements inor ~~late~~other ~~fall~~arrangements ofwith ~~2008,~~any ~~then~~party for the ~~summer of 2009; however, such~~ exploration ~~was subsequently delayed pending the results~~ of ~~the~~this ~~exploration~~property. We ~~work~~currently ~~that was to~~ have ~~been~~no ~~carried~~exploration ~~out~~planned onfor ~~various large parcels of~~ the Ruth Lake Property ~~under~~in ~~option agreements entered into by the Company with other junior mining companies~~2013.

InWe ~~our~~have ~~efforts~~been able to ~~further~~maintain ~~the~~our ~~exploration~~remaining ~~and~~interest ~~development~~in ofthe ~~this~~Ruth ~~large~~Lake ~~tract~~Property ofthrough ~~acquired mineral claims, we have continuously reviewed~~ the ~~possibility~~conduct of ~~participating~~exploration inand ~~some~~development ~~form~~work ~~of joint venture or option arrangement with other entities on a portion of these mineral claim holdings. Accordingly~~programs, ~~since~~by ~~acquiring~~ourselves ~~this~~and ~~property~~others, weand ~~have~~then ~~entered~~filing ~~into~~assessment ~~various~~reports ~~arrangements~~of ~~with~~the ~~other companies to carry out~~ exploration work onfor ~~various~~credit ~~mineral~~towards ~~claims that comprise~~ the ~~Ruth~~maintenance ~~Lake~~costs ~~Property. At~~plus ~~present,~~paying wecash ~~have~~in nolieu ~~option~~of ~~agreements or other arrangements with any party for the~~ exploration ofwork ~~this~~as ~~property~~required. WeAll ~~currently~~of ~~have~~the nomining ~~exploration~~claims ~~planned~~currently ~~for~~comprising the Ruth Lake Property are in ~~2013~~good standing.

WeOn ~~have~~August ~~been~~26, ~~able~~2011, we entered into an agreement with MSM Resource, L.L.C. ("MSM"), a Nevada limited liability company, under which the Company was granted an option to ~~maintain~~acquire ~~our~~a ~~remaining~~100% interest in eighteen mineral claims located in the ~~Ruth~~Silver ~~Lake~~Star Mining District, Mineral County, Nevada (the "Chucker Property"). We ~~through~~could earn a 100% interest in the ~~conduct~~claims, upon exercise of the option, by issuing a total of 3,000,000 shares of its common stock to MSM over a period of three years, and by paying a total of $250,000 plus carrying out a $2,000,000 exploration and development ~~work~~program ~~programs~~on the claims over a six year period. Upon Beeston acquiring the Chucker Property, the claims would be subject to a royalty of 2% of net smelter returns payable to MSM up to a maximum royalty payment of $5,000,000. The Company could also reduce the royalty to 1% with a maximum royalty payment to $2,500,000 by ~~ourselves~~payment ~~and~~of ~~others~~$1,000,000 ~~and~~to ~~then~~MSM ~~filing~~within ~~assessment~~a ~~reports~~limited time period of seventy-five months. In addition, in the ~~exploration~~event ~~work~~the ~~for~~Company ~~credit~~exercised ~~towards~~its option and acquired the ~~maintenance~~Chucker ~~costs~~Property, ~~plus~~we ~~paying~~would ~~cash~~be inrequired ~~lieu~~to pay an annuity of ~~exploration~~$50,000 ~~work~~to asMSM ~~required. All~~commencing at the end of the ~~mining~~seventh ~~claims~~year ~~currently~~and ~~comprising~~on the ~~Ruth~~anniversary ~~Lake~~thereof ~~Property~~in ~~are~~every inyear ~~good~~for ~~standing~~a total of seventeen years. The option under the option agreement with MSM could be terminated by us at any time upon thirty (30) days notice.

OnA ~~August~~geology ~~26,~~report ~~2011,~~was weto ~~entered~~have ~~into~~been anprepared ~~agreement~~and ~~with~~delivered ~~MSM~~to ~~Resource,~~Beeston ~~L.L.C. ("MSM"), a Nevada limited liability company,~~ under ~~which~~ the ~~Company~~aforesaid ~~was~~agreement. If ~~granted~~it anwas ~~option~~acceptable to ~~acquire a 100% interest in eighteen mineral claims located in the Silver Star Mining District~~Beeston, ~~Mineral~~ten ~~County, Nevada~~ (~~the "Chucker Property"~~10)~~. We~~ ~~can~~days ~~earn~~after aacceptance ~~100% interest in the claims, upon exercise~~ of the ~~option,~~geology ~~by issuing a total of 3~~report,~~000,000~~ ~~shares~~we ofwould ~~its~~have ~~common~~been ~~stock~~required to ~~MSM~~pay ~~over~~the asum ~~period~~ of ~~three years, and by paying a total of~~ $~~250~~20,000 ~~plus~~and ~~carrying~~issue ~~out a $2~~1,000,000 ~~exploration~~shares ~~and development program on the claims over a six year period. Upon Beeston acquiring the Chucker Property, the claims will be subject to a royalty~~ of 2%its ofcommon ~~net~~stock ~~smelter returns payable~~ to MSM ~~up to a maximum royalty payment of $5~~,~~000,000. The~~ ~~Company~~all ~~can also reduce the royalty to 1% with a maximum royalty payment to $2,500,000 by payment~~ of ~~$1,000,000~~which towould ~~MSM~~form ~~within~~part ~~a limited time period~~ of ~~seventy-five months. In addition, in~~ the ~~event the Company exercises its~~ option ~~and~~exercise ~~acquires~~price the Chucker Property, we will be required to pay an annuity of $50,000 to MSM commencing at the end of the seventh year and on the anniversary thereof in every year for a total of seventeen years. The option under the option agreement with MSM ~~can~~in bethe ~~terminated~~event bythe usoption atwas ~~any~~exercised ~~time~~by ~~upon thirty (30) days notice~~us.

WeOn ~~have~~June ~~to undertaken the preparation of a geology report as required under the aforesaid agreement. If it is acceptable to Beeston~~6, ~~ten (10) days after acceptance of the geology report~~2013, ~~we will be required to pay~~ the ~~sum~~Company ofgave ~~$20,000~~notice ~~and issue 1,000,000 shares of its common stock~~ to MSM, ~~which~~that ~~will~~the ~~form~~Company ~~part~~was ofterminating the ~~option~~Option ~~exercise~~Agreement ~~price~~and ~~under~~ the option ~~agreement~~thereunder, ~~with~~such ~~MSM~~termination into ~~the~~be ~~event~~effective ~~the~~July ~~option~~7, ~~is exercised by us~~2013.

OnWe ~~June~~are 6,currently ~~2013,~~considering the ~~Company~~acquisition ~~gave~~of ~~notice~~other togold/silver ~~MSM~~mineral ~~that the Company was terminating the Option Agreement and the option thereunder, such termination to be effective July 7, 2013~~properties.

WeResults ~~are currently considering the acquisition~~ of ~~other~~Operations ~~gold/silver mineral properties.~~

~~Results~~You should read the following discussion of ~~Operations~~our financial condition and results of operations together with our unaudited financial statements and the notes thereto included elsewhere in this filing. Our unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States. This 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.

~~You~~The ~~should read the~~ following ~~discussion~~provides ofselected ~~our~~ financial ~~condition~~data ~~and~~about ~~results of operations together with~~ our ~~unaudited~~company ~~financial~~for ~~statements and~~ the ~~notes~~three ~~thereto~~and ~~included~~six ~~elsewhere~~month inperiods ~~this~~ended ~~filing.~~June Our unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans30, ~~estimates~~2013 and ~~beliefs~~2012. ~~Our actual results could differ materially from those anticipated in these forward-looking statements.~~

~~The~~Three ~~following~~months ~~provides selected financial data about our company for the three month periods~~ ended ~~March~~June 3130, 2013 and 2012.

		Three Months		Three Months
		Ended		Ended
		March 31, 2013		March 31, 2012
		June 30, 2013		June 30, 2012
Revenue	$	Nil	$	Nil
Operating Expenses	$	(2358,~~998~~604)	$	(3090,~~625~~963)
Net Income (Loss)	$	(2458,~~579~~747)	$	21(168,~~668~~335)

Revenue

There were no revenues from operations for the three month periods ended ~~March~~June 3130, 2013 and 2012. The reason for the large differences reported in the net income (loss) positions is due to the decrease in the market price of shares in the common stock of a junior mining company we received as part of a settlement of certain claims under an option agreement with the junior mining company. These shares became tradable July 17, 2012. We 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. All of these shares have since been sold in the market.

Expenses

Our total expenses for the three month periods ended ~~March~~June 3130, 2013 and 2012 are outlined in the table below:

		Three Months Ended
		September 30,
		June 30,
		2012		2011
		2013		2012
Speculative mining expenses	$	Nil	$	Nil
Consulting	$	Nil	$	15,000
Consulting fees	$	6,500	$	Nil
Professional fees	$	9,255	$	7,688
Promotional expenses	$	13,950	$	9,020
Administrative expenses	$	14,743	$	7,937
Professional fees	$	7,189	$	9,958
Administrative expenses	$	30,965	$	71,985

Expenses for the three months period ended ~~March~~June 3130, 2013, decreased slightly from the comparative period in 2012 primarily as a result of the decrease in administrative expense and netted against the increase of promotional expenses and the incurring of consulting fees.

~~Equity~~Six ~~Compensation~~months ended June 30, 2012 and 2011.

We currently do not have any stock option or equity compensation plans or arrangements.


		Six Months		Six Months
		Ended		Ended
		June 30, 2013		June 30, 2012
Revenue	$	Nil	$	Nil
Operating Expenses	$	(82,602)	$	(121,588)
Net Income (Loss)	$	(83,326)	$	(146,667)

~~Liquidity and Financial Condition~~Revenue

~~Working~~There ~~Capital~~were no revenues from operations for the six months periods ended June 30, 2013 and 2012. The reason for the large differences reported in the net income (loss) positions is due to the decrease in market price of shares in the common stock of a junior mining company we received as part of a settlement of certain claims under an option agreement with the junior mining company. These shares became tradable on July 17, 2012. We have 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.

	As of	As of
	March 31, 2013	December 31, 2012
Current assets	343	3,310
Current liabilities	(68,308)	(47,197)
Working capital(deficit)	(67,965)	(43,887)

Expenses

~~Cash~~Our ~~Flows~~total expenses for the six month periods ended June 30, 2013 and 2012 are outlined in the table below:

		Three Months		Three Months
		Six Months Ended
		Ended		Ended
		June 30,
		March 31, 2013		March 31, 2012
		2013		2012
Net cash provided by (used in) operating activities		(14,464)		(29,399)
Speculative mining expenses	$	Nil	$	Nil
Net cash provided by (used in)investing activities		Nil		Nil
Consulting fees	$	6,500	$	15,000
Net cash provided by (used in)financing activities		11,379		30,501
Promotional expenses	$	13,950	$	9,020
Increase (Decrease) in cash		(3,085)		1,102
Professional fees	$	16,444	$	17,646
Administrative expenses	$	45,708	$	79,922

WeExpenses ~~had~~for ~~cash~~the ofsix ~~$105~~months asended ofJune ~~March 31~~30, 2013 asdecreased ~~compared~~slightly tofrom ~~cash~~the ofcomparative ~~$3,190~~period asin ~~of December 31,~~ 2012. Weprimarily ~~had~~as a ~~working~~result ~~capital deficit~~ of ~~$67,965~~ asthe ofdecrease ~~March~~in ~~31,~~consulting ~~2013~~fees asand ~~compared~~share tobased ~~a working capital deficit of $43,887 as of December 31, 2012~~expense.

WeEquity will need to raise funds in order to cover our ongoing general operating costs as well as to facilitate the acquisition of additional mining properties, such as the Chucker Property, or an interest in such other mining properties and the exploration and development of such acquisitions or interest in mining properties in the near future. Compensation

InWe ~~the~~currently ~~past,~~do wenot have ~~raised~~any ~~funds~~stock byoption ~~means~~or ~~of various~~ equity ~~financings. Recently,~~compensation onplans ~~March~~or ~~4, 2013, our Board of Directors approved a private placement offering of 50,000,000 common shares of the Company at a price of $0~~arrangements.0025 per share, for total proceeds of $125,000. Proceeds under this private placement offering will be used to pay off debt due and owing by the Company to shareholders and to provide the company with working capital. As of the date of this report, we have raised a total of $37,973 under

~~this~~Liquidity ~~private~~and ~~placement~~Financial ~~offering. This private placement offering has a termination date of September 30, 2013, unless extended by the Board of Directors.~~Condition

WeWorking have also had to borrow funds from time to time in order to fund part of our ongoing operations. For some of this borrowing, we issued convertible debentures as security. All of the debt under these convertible debentures has since been converted into common shares of the Company. We have also raised funds and set off debt through the exercise of the share purchase warrants that were attached to these convertible debentures. A number of these share purchase warrants are still outstanding and remain another source of funds for the Company in the event they are exercised. On March 1, 2013, Beeston’s Board of Directors authorized and approved the extension of the expiry date for all share purchase warrants of the company that were still outstanding as of that date. All of the outstanding share purchase warrants now expire on December 31, 2014. The Company has not received any notices of election to exercise the right to purchase any shares of the Company under these outstanding warrants to date.Capital

On occasion, we have also borrowed funds for working capital purposes from stockholders of the Company. As of March 31, 2013 there was $37,973 in loans outstanding to stockholders. All of these outstanding loans have since been paid by-way of set-off against shares subscribed for by the stockholders who had made the loans to the Company. These loans were evidenced by promissory notes and were payable on demand and non-interest bearing. We currently have no agreement with any of our officers and directors or any of our shareholders for the provision of additional funding.


		As of		As of
		June 30, 2013		December 31, 2012
Current assets	$	6,075	$	3,310
Current liabilities	$	(6,792)	$	(47,197)
Working capital(deficit)	$	(717)	$	(43,887)

WeCash also received shares in the common stock of a public trading junior mining company as part of a settlement of certain claims under an option agreement with the junior mining company. These shares were subsequently sold in the market and the proceeds from the sale were also used to fund the Company’s ongoing operations. Flows

We anticipate being able to raise the funds that are required for our ongoing operating, acquisitions and exploration costs by means of both further debt and equity funding. The equity funding would be in the form of our current private placement offering and/or the exercise of our outstanding warrants by the warrant holders. To the extent we are unable to raise additional funds, our participation in the exploration of our acquired mining properties as well as the acquisition of additional mining property interests will be delayed and/or we could be unable to continue to operate.


		Six Months		Six Months
		Ended		Ended
		June 30, 2013		June 30, 2012
Net cash provided by (used in) operating activities	$	(88,990)	$	(50,626)
Net cash provided by (used in)investing activities	$	Nil	$	Nil
Net cash provided by (used in)financing activities	$	91,805	$	50,489
Increase (Decrease) in cash	$	2,815	$	(137)

~~Cash~~We ~~Requirements~~had cash of 6,005 as of June 30, 2013 as compared to cash of $3,190 as of December 31, 2012. We had a working capital deficit of $717 as of June 30, 2013 as compared to a working capital deficit of $43,887 as of December 31, 2012.

We ~~estimate~~will ~~that~~need ~~our~~to ~~expenses~~raise ~~over~~funds ~~the~~in ~~next~~order 12to ~~months~~cover ~~will~~our beongoing ~~approximately~~general ~~$125,000~~operating costs as ~~described~~well inas to facilitate the ~~table~~acquisition ~~below.~~of ~~These~~additional ~~estimates~~mining ~~may~~properties, ~~change~~or ~~significantly~~an ~~depending~~interest onin ~~the~~such ~~nature~~other ofmining ~~our~~properties ~~future~~and ~~business~~the ~~activities~~exploration and ~~our~~development ~~ability~~of tosuch ~~raise~~acquisitions ~~capital~~or ~~from~~interest ~~shareholders~~in ormining ~~other~~properties ~~sources~~in the near future.

WeIn ~~intend~~the topast, ~~commence~~we ~~exploration~~have ~~activities~~raised funds by means of various equity financings. Recently, on March 4, 2013, our ~~newly~~Board ~~optioned~~of ~~properties~~Directors ~~over~~approved a private placement offering of 50,000,000 common shares of the ~~next~~Company ~~twelve~~at ~~months~~a price of $0. We0025 ~~estimate~~per ~~our~~share, ~~operating~~for ~~expenses~~total proceeds of $125,000. Proceeds under this private placement offering will be used to pay off debt due and owing by the Company to shareholders and to provide the company with working capital. As ~~requirements~~of ~~for~~ the ~~next~~date ~~twelve~~of ~~month~~this ~~period~~report, towe behave asissued ~~follows:~~a total of 47,360,000 shares having a total value of $118,399 under this private placement offering. This private placement offering has a termination date of September 30, 2013, unless extended by the Board of Directors.

Description	Operating	Estimated
	Period	Expenses
		($)
General and administrative	12 months	55,000
Mining expenses	12 months	40,000
Professional fees	12 months	30,000
Total		$125,000

We have also had to borrow funds from time to time in order to fund part of our ongoing operations. For some of this borrowing, we issued convertible debentures as security. All of the debt under these convertible debentures has since been converted into common shares of the Company. We have also raised funds and set off debt through the exercise of the share purchase warrants that were attached to these convertible debentures. A number of these share purchase warrants are still outstanding and remain another source of funds for the Company in the event they are exercised. On March 1, 2013, Beeston’s Board of Directors authorized and approved the extension of the expiry date for all share purchase warrants of the company that were still outstanding as of that date. All of the outstanding share purchase warrants now expire on December 31, 2014. The Company has not received any notices of election to exercise the right to purchase any shares of the Company under these outstanding warrants to date.

WeOn ~~are~~occasion, ~~not~~we ~~aware~~have also borrowed funds for working capital purposes from stockholders of ~~any~~the ~~known~~Company. As ~~trends,~~of ~~demands,~~June ~~commitments~~30, ~~events~~2013 orthere ~~uncertainties~~were ~~that~~no ~~will~~in ~~result~~loans outstanding to stockholders. All of the loans outstanding at the beginning of the current reporting period were paid during the current reporting period by-way of set-off against shares of common stock in orthe ~~that~~Company ~~are~~subscribed ~~reasonably~~for ~~likely~~by the stockholders who had made the loans to ~~result~~the inCompany. These loans were evidenced by promissory notes and were payable on demand and non-interest bearing. We currently have no agreement with any of our ~~liquidity~~officers ~~increasing~~and directors or ~~decreasing~~any inof ~~any~~our ~~material~~shareholders ~~way~~for the provision of additional funding.

~~These~~We ~~cash~~also ~~requirements~~received ~~are~~shares in ~~excess~~the ofcommon ~~our~~stock ~~current~~of ~~cash and working capital resources. As~~ a ~~result,~~public wetrading ~~will~~junior ~~require~~mining ~~additional~~company ~~financing in order to pay for our anticipated ongoing expenditures~~ as ~~outlined~~part ~~above. These~~of ~~funds~~a ~~may~~settlement beof ~~raised~~certain ~~through~~claims ~~equity~~under ~~financing,~~an ~~debt~~option ~~financing,~~agreement orwith ~~other sources, which may result in further dilution in~~ the ~~equity~~junior ~~ownership~~mining ofcompany. These ~~our~~ shares~~. There~~ iswere nosubsequently ~~assurance~~sold ~~that any party will advance additional funds to us~~ in ~~order to enable us to sustain our plan of operations or to repay our liabilities. We hope to meet our cash requirements for~~ the ~~next~~market ~~12 months through equity financing by way of a private placement offering~~ and~~/or~~ ~~through~~ the ~~exercise~~proceeds offrom the ~~existing~~sale ~~outstanding~~were ~~warrants~~also ~~held~~used ~~by our investors. We currently do not have any arrangements in place~~ to ~~complete~~fund ~~any private placement financing and there is no assurance that we will be successful in completing any such financing on terms that will be acceptable to us or that~~ the ~~holders~~Company’s ofongoing ~~our outstanding warrants will exercise the warrants~~operations.

~~Contractual~~We ~~Obligations~~anticipate being able to raise the funds that are required for our ongoing operating, acquisitions and exploration costs by means of both further debt and equity funding. The equity funding would be in the form of our current and future private placement offering as well as the exercise of our outstanding warrants by the warrant holders. To the extent we are unable to raise additional funds, our participation in the exploration of our acquired mining properties as well as the acquisition of additional mining property interests will be delayed and/or we could be unable to continue to operate.

AsCash ~~a “smaller reporting company”, we are not required to provide tabular disclosure obligations.~~Requirements

~~Going~~We ~~Concern~~estimate that our expenses over the next 12 months will be approximately $125,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

~~Due~~We intend to ~~our~~commence ~~limited~~exploration ~~amount~~activities ofon ~~capital,~~our ~~recurring~~newly ~~losses,~~optioned ~~negative~~properties ~~cash~~over ~~flows~~the ~~from~~next ~~operations~~twelve ~~and~~months. We ~~our~~estimate ~~ability to pay outstanding liabilities,~~ our ~~independent~~operating ~~auditors~~expenses ~~stated~~and inworking ~~their~~capital ~~report~~requirements for the ~~fiscal~~next ~~year~~twelve ~~ended~~month ~~December~~period ~~31, 2012, that there is substantial doubt about our ability~~ to ~~continue~~be as a going concern. Since inception on July 12, 1999, we have incurred operating losses and negative cash flows from operations. As of March 31, 2013, we had an accumulated deficit of $2,209,535, with total stockholders’ equity of $343. We had a working capital deficit of $67,965 at March 31, 2013. follows:

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.


Description	Operating	Estimated
	Period	Expenses

General and administrative	12 months	$ 55,000
Mining expenses	12 months	40,000
Professional fees	12 months	30,000
Total		$125,000

~~The~~We ~~financial~~are ~~statements~~not ~~included~~aware ~~elsewhere~~of inany ~~this~~known ~~report~~trends, ~~have~~demands, ~~been~~commitments, ~~prepared~~events inor ~~accordance~~uncertainties ~~with United States generally accepted accounting principles, assuming~~ that we will ~~continue~~result asin aor ~~going~~that ~~concern~~are ~~and~~reasonably dolikely ~~not~~to ~~include~~result ~~any~~in ~~adjustments~~our ~~that~~liquidity ~~might~~increasing ~~result~~or ~~from~~decreasing ~~the~~in ~~outcome~~any ofmaterial ~~this uncertainty~~way.

~~Off-Balance~~These ~~Sheet~~cash ~~Arrangements~~requirements are in excess of our current cash and working capital resources. As a result, we will require additional financing in order to pay for our anticipated ongoing expenditures as outlined above. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities. We hope to meet our cash requirements for the next 12 months through equity financing by way of a private placement offerings and/or through the exercise of the existing outstanding warrants held by our investors. We currently do not have any arrangements in place to complete any private placement financing and there is no assurance that we will be successful in completing any such financing on terms that will be acceptable to us or that the holders of our outstanding warrants will exercise the warrants.

WeContractual 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.Obligations

~~Critical~~As ~~Accounting~~a ~~Policies~~“smaller reporting company”, we are not required to provide tabular disclosure obligations.

WeGoing 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, 2012, filed with the SEC for our critical accounting policies, from which there has been no change as of the date of this file.Concern

Due to our limited amount of capital, recurring losses, negative cash flows from operations and our ability to pay outstanding liabilities, our previous independent auditors stated in their report for the fiscal year ended December 31, 2012, that there is substantial doubt about our ability to continue as a going concern. Since inception on July 12, 1999, we have incurred operating losses and negative cash flows from operations. As of June 30, 2013, we had an accumulated deficit of $2,268,282, with total stockholders’ deficit of $717. We had a working capital deficit of $717 at June 30, 2013.

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, 2012, 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.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision 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 ~~March~~June 3130, 2013, 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~~June 3130, 2013 were not effective.

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~~June 3130, 2013, 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.

Date: ~~June~~August 1819, 2013 /s/ Michael Upham

/s/ Michael Upham

MICHAEL UPHAM, PRESIDENT

Filing Compare · BEESTON ENTERPRISES LTD