10-Q 1 beestonform10qmarch312014aud.htm 10-Q Converted by EDGARwiz

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 31, 2014
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)


(775) 629-2050

(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 May 20, 2014, the Company had 266,093,479 shares of its common stock issued and outstanding.




Table of Contents


PART I — FINANCIAL INFORMATION

3

Item 1. Financial Statements.

3

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

11

Item 3.  Quantitative Disclosures about Market Risks

15

Item 4. Controls and Procedures.

15

PART II — OTHER INFORMATION

16

Item 1. Legal Proceedings

16

Item 1A. Risk Factors

16

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

16

Item 3. Defaults Upon Senior Securities

16

Item 4. Mine Safety Disclosures

16

Item 5. Other Information

16

Item 6. Exhibits

16

SIGNATURES

17









PART I — FINANCIAL INFORMATION


Item 1. Financial Statements.

















BEESTON ENTERPRISES LTD.

 (AN EXPLORATION STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(UNAUDITED)























BEESTON ENTERPRISES LTD.

 (AN EXPLORATION STAGE COMPANY)

INDEX TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)




Condensed Balance Sheets as of March 31, 2014 (Unaudited)

 and December 31, 2013       

    5


Condensed Statements of Operations for the Three Months

        Ended March 31, 2014 and 2013 with Cumulative Totals Since       

        Inception (Unaudited)

6

         

Condensed Statement of Changes in Stockholders’ Equity (Deficit)

  from December 31, 2013 to March 31, 2014 (Unaudited)

    7


Condensed Statements of Cash Flows for the Three Months Ended

 

   March 31, 2014 and 2013 with Cumulative Totals Since                   

         Inception (Unaudited)

8

         

Notes to Condensed Financial Statements (Unaudited)                                      9-10























BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED BALANCE SHEETS




ASSETS

 

March 31,

 

December 31,

 

2014

 

2013

 

(Unaudited)

 

 

Current Assets

 

 

 

  Cash

 $                    95

 

 $                  -   

  Prepaid expenses and deposits

                     238

 

                    70

      Total Current Assets

                     333

 

                    70

 

 

 

 

TOTAL ASSETS

 $                  333

 

 $                 70

 

 

 

 

                                                      LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

LIABILITIES

 

 

 

Current Liabilities

 

 

 

  Accounts payable and accrued liabilities

 $             17,749

 

 $          16,588

  Promissory notes, related party

                22,063

 

             10,177

     Total Current Liabilities

                39,812

 

             26,765

 

 

 

 

      Total Liabilities

                39,812

 

             26,765

 

  

 

 

STOCKHOLDERS' DEFICIT

 

 

 

  Common stock, par value $0.001, 500,000,000 shares authorized and

 

 

 

    266,093,479 issued and outstanding

              266,093

 

           266,093

  Additional paid-in capital

           2,004,437

 

        2,004,239

  Deficit accumulated during the development and exploration stages

          (2,310,009)

 

       (2,297,027)

 

 

 

 

      Total Stockholders' Deficit

               (39,479)

 

            (26,695)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $                  333

 

 $                 70





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

5





BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE  MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)




 

 

THREE MONTHS ENDED

 

 

Cumulative Totals

 

 

MARCH 31,

 

 

July 12, 1999 to

 

 

2014

 

2013

 

 

March 31, 2014

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 

 

Sale of mining claims

 $                    -

 

 $                  -

 

 

 $                131,889

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Speculative mining expenses

                       -

 

                     -

 

 

                   393,323

 

Consulting

                       -

 

                     -

 

 

                   184,532

 

Promotional expenses

                       -

 

                     -

 

 

                     87,611

 

Professional fees

                5,500

 

             9,255

 

 

                   347,566

 

Administrative expenses

                6,898

 

           14,743

 

 

                   406,759

 

Depreciation

                       -

 

                     -

 

 

                       3,806

 

       Total Operating Expenses

              12,398

 

           23,998

 

 

                1,423,597

 

 

 

 

 

 

 

 

LOSS BEFORE OTHER INCOME (EXPENSE)

            (12,398)

 

          (23,998)

 

 

               (1,291,708)

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

Interest expense, net

                 (685)

 

               (667)

 

 

                    (64,422)

 

Foreign currency transaction gain (loss)

                   101

 

                  86

 

 

                    (16,545)

 

Claim settlement gain

                       -

 

                     -

 

 

                1,048,297

 

Loss from debt extinguishment

                       -

 

                     -

 

 

                  (839,326)

 

Loss on modification of warrants

                       -

 

                     -

 

 

                  (207,651)

 

Loss on marketable securities

                       -

 

                     -

 

 

               (1,074,899)

 

Release of exploration cost liability

                       -

 

                     -

 

 

                   136,245

 

      Total Other Income (Expense)

                 (584)

 

               (581)

 

 

               (1,018,301)

 

 

 

 

 

 

 

 

NET LOSS APPLICABLE TO COMMON SHARES

 $         (12,982)

 

 $       (24,579)

 

 

 $            (2,310,009)

 

 

 

 

 

 

 

 

NET LOSS PER SHARE - BASIC AND DILUTED

 $             (0.00)

 

 $           (0.00)

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON

 

 

 

 

 

 

    SHARES OUTSTANDING - BASIC AND DILUTED

266,093,479

 

217,633,479

 

 

 



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

6





BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FROM DECEMBER 31, 2013, TO MARCH 31, 2014




 

          Common Stock

 

Additional

 

Deficit accumul-

 

Stockholders'

 

Shares

 

Amount

 

Paid-in

 

ated during the ex-

 

Deficit

 

 

 

 

 

Capital

 

ploration stages

 

 

 

 

 

 

 

 

 

 

 

 

  Balance, December 31, 2013

  266,093,479

 

 $   266,093

 

 $  2,004,239

 

 $           (2,297,027)

 

 $         (26,695)

Net loss

                  -   

 

               -   

 

                 -   

 

                   (12,982)

 

            (12,982)

Forgiveness of interest on notes payable

                  -   

 

               -   

 

               198

 

                            -   

 

                  198

  Balance, March 31, 2014 (Unaudited)

  266,093,479

 

 $   266,093

 

 $  2,004,437

 

 $           (2,310,009)

 

 $         (39,479)



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

7





BEESTON ENTERPRISES LTD.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED)

(WITH TOTALS SINCE INCEPTION)




 

 

   THREE MONTHS ENDED

 

Cumulative Totals

 

 

                MARCH 31,

 

July 12, 1999 to

 

 

2014

 

2013

 

March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

   Net loss

 

 $        (12,982)

 

 $        (24,579)

 

 $                   (2,310,009)

   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

 

                    -   

 

                    -   

 

                          971,299

     Interest forgiven by shareholder

 

                 198

 

                 501

 

                            28,932

     Interest accrued on debentures

 

                    -   

 

                    -   

 

                            43,615

     Share based expense

 

                    -   

 

                    -   

 

                          144,228

     Issuance of shares below market price

 

                    -   

 

                    -   

 

                              7,596

     Other

 

                    -   

 

                    -   

 

                       1,048,051

  Changes in assets and liabilities

 

 

 

 

 

 

     Prepaid expenses and deposits

 

                (168)

 

                (118)

 

                                (238)

     Accounts payable and accrued expenses

 

              1,161

 

              9,732

 

                            17,749

     Net cash used in operating activities

 

           (11,791)

 

           (14,464)

 

                         (984,811)

 

 

 

 

 

 

 

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

 

                    -   

 

                    -   

 

                          294,796

    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

 

            11,886

 

            11,379

 

                          142,238

       Net cash provided by financing activities

 

            11,886

 

            11,379

 

                          988,712

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

                   95

 

             (3,085)

 

                                   95

 

 

 

 

 

 

 

CASH - BEGINNING OF PERIOD

 

                      -

 

              3,190

 

                                      -

 

 

 

 

 

 

 

CASH - END OF PERIOD

 

 $                95

 

 $              105

 

 $                                95

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

   Cash paid for income taxes

 

 $                 -   

 

 $                 -   

 

 $                                 -   

   Cash paid for interest

 

 $                 -   

 

 $                 -   

 

 $                                 -   





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

8








BEESTON ENTERPRISES LTD.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION


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, 2013 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.


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.


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




9

  











BEESTON ENTERPRISES LTD.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 2 -

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 31, 2014, the total notes outstanding were $22,063, an increase of $11,886 since December 31, 2013.  


NOTE 3 -

OFFICE SERVICES


A related party was paid, for office and secretarial services, $6,400 and $14,300 during the three months ending March 31, 2014 and 2013, respectively.  



NOTE 4 -

SUBSEQUENT EVENT


On April 18, 2014, the Board of Directors authorized a 1:10 reverse stock split of the issued and outstanding common shares of the Company, subject to the approval of the Financial Industry Regulatory Authority, Inc. (”FINRA”). The effectiveness of the reverse stock split (the “effective date”) is determined by FINRA. The shareholder record date would be the effective date as determined by FINRA. The Company has submitted a request to FINRA for approval of the reverse stock split. FINRA's approval of the reverse stock split is currently pending. In the event the reverse stock split is approved by FINRA the issued and outstand shares of common stock of the Company would be reduced from 266,093,479 shares to approximately 26,609,348 shares.  The authorized number of shares of common stock of the Company and the par value of the common stock would remain unchanged.











10











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


FORWARD-LOOKING STATEMENTS

  

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of 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.

 

Our 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 following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common stock" refer to the common shares in our capital stock.

 

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

 

General Overview


We 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 three mineral claims comprising 1,475.52 hectares known as the “Ruth Lake Property” located 25 kilometers from Lac La Hache, British Columbia, Canada.   All of the mineral claims are currently in good standing.   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.


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


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 Ruth Lake Property has not received as much exploration as some of the surrounding properties, such as GWR Resources Inc.’s Lac La Hache 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. We utilized the services of geologists to interpret a recent airborne geophysical survey of the area and the existing geological information in relation to the Ruth Lake Property to identify target areas and make recommendations for the further exploration of the property.  Based on our geologists recommendation, an initial exploration program of approximately $50,000 CAD was carried on the Ruth Lake Property, which involved the taking of soil geochemical samples on a regional grid with fill in samples where indicated by anomalous values.  Each target area was then explored by geochemical soil sampling and prospecting.  Anomalous cooper-in-soil was detected near the edge of one target area and cooper mineralization was sighted along a newly constructed logging road near this area.  In addition to the results of the exploration program, historic assessment reports relating to the southern part of the property reported sporadic molybdenite-in-soil geochemical anomalies over a north-south length of 750 metres.  Molybdenite and small amounts of chalcopyrite were described as disseminations and fracture fillings in altered, silicified and locally quartz veined granite float and bedrock.  While some drilling was performed, there are no records of results.  Based on the results of our initial exploration program and the historic data on the property, we believe that further exploration is warranted for the Ruth Lake Property.  However, we had been delaying further exploration on our part pending the results of the exploration work that was to have been carried out on various large parcels of the Ruth Lake Property under option agreements entered into by the Company with other junior mining companies.    


In our efforts to further the exploration and development of this large tract of acquired mineral claims, we have continuously reviewed the possibility of participating in some form of joint venture or option arrangement with other entities on a portion of these mineral claim holdings.  Accordingly, since acquiring this property, we have entered into various arrangements with other companies to carry out exploration work on various mineral claims that comprise the Ruth Lake Property.  We have also been able to maintain our remaining interest in the Ruth Lake Property, in part, through the conduct of exploration and development work programs, by ourselves as well as by others, and then filing assessment reports of the exploration work for credit towards the maintenance costs plus paying cash in lieu of exploration work as required.  All of the mining claims currently comprising the Ruth Lake Property are in good standing.


At present, we have no option agreements or other arrangements with any party for the exploration of this property.  As a result, based on the recommendations of our geologist, a work program of approximately $30,000 has been planned for a portion of the remaining Ruth Lake Property for the summer of 2014.


We are currently considering the acquisition of other gold/silver mineral properties.


Results of Operations


You should read 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. 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.


The following provides selected financial data about our company for the three and nine month periods ended March 31, 2014 and 2013.











Three months ended March 31, 2014 and 2013.


 

 

Three Months

 

 

Three Months

 

  

 

Ended

 

 

Ended

 

  

 

March 31, 2014

 

 

March 31, 2013

 

Revenue

$

     Nil

 

$

                         Nil

 

Operating Expenses

$

            (12,398)

 

 

$

(23,998)

 

Net Income (Loss)

$

            (12,982)

     

 

$

(24,579)

 


 Revenue

   

There were no revenues from operations for the three month periods ended March 31, 2014 and 2013. The reason for the differences reported in the net income (loss) positions is due in part to a reduction in the costs for services provided to the company.  Overall expense were also greater in 2012 due to the effort made during this period related to investigating and review of potential mining projects and financing for the Company.

 

Expenses

 

Our total expenses for the three month periods ended March 31, 2014 and 2013 are outlined in the table below:


  

    

               Three Months Ended

 

  

 

                        March 31,

 

  

 

          2014

 

 

       2013

 

  

 

  

 

 

  

 

      Speculative mining expenses

$

             Nil

 

$

          Nil

 

      Consulting fees

$     

  Nil

 

$

          Nil

 

      Promotional  expenses

$

             Nil

 

$

          Nil

                        

      Professional fees

$

          5,500

 

$

       9,255

 

     Administrative expenses

$

          6,898

 

$

     14,743

 


Expenses for the three months period ended March 31, 2014, decreased significantly from the comparative period in 2013 as a result of a decrease in the costs charged for administrative expense and professional fees from that of the prior period as well as a reduction in activity  related to the investigation and review of potential mining projects and financing for the Company.


Equity Compensation

 

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


Liquidity and Financial Condition

 

Working Capital

   

  

 

As of

 

 

As of

 

  

 

March 31,

2014

 

 

 December 31, 2013    

 

Current assets

              333

$

 

                     70

 

Current liabilities

$

       (39,812)

$            

 

            (26,765)

 

Working capital(deficit)

$    

       (39,479)

  

$      

 

            (26,695)

 









Cash Flows

  

  

 

Three Months

 

 

 Three Months

 

  

 

Ended

 

 

Ended

 

  

 

March 31, 2014

 

 

March 31, 2013

 

Net cash provided by (used in) operating activities

          (11,791)

   $

 

 (14,464)

  

Net cash provided by (used in)investing activities                         

$

                 Nil

   $

 

 

   Nil

 

Net cash provided by (used in)financing activities

$

           11,886

   $

 

   11,379

 

 

Increase (Decrease) in cash

                  95

   $

 

  

     (3,085)

 

We had cash of $95 as of March 31, 2014 as compared to cash of $0 as of December 31, 2013. We had a working capital deficit of $39,479 as of March 31, 2014 as compared to a working capital deficit of $26,695 as of December 31, 2013.

We 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, 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.


In the past, we have raised funds by means of various equity financings.  On January 8, 2014 our Board of Directors approved a private placement offering of 125,000,000 common shares of the Company at a price $0.0012 per share, for total proceeds of $150,000.  Proceeds under this private placement offering will be used to pay off debt due and owing by the Company and to provide the company with working capital. This private placement offering has a termination date of June 30, 2014, unless extended by the Board of Directors.  As of the date of this report the Company has received no subscriptions for shares under this private placement offering.   


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. As a result of the reverse stock split approved by the Board of Directors of the Company (See “Stock Split” below), upon the reverse stock split becoming effective, proportional adjustments will be made to shares of the Company’s common stock issuable upon exercise of the Company’s outstanding warrants in accordance with their terms. 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.


On occasion, we have also borrowed funds for working capital purposes from stockholders of the Company.  As of March 31, 2014 there was $22,063 in loans outstanding to stockholders.  These loans have been evidenced by promissory notes and are 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.


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 and future private placement offerings as well as the exercise of our outstanding warrants by the warrant holders.  To the extent we are unable to raise additional funds, the planned 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.


Stock Split


On April 18, 2014, the Board of Directors, with the authorization and approval of a majority of its shareholders obtained by written consent in lieu of a meeting, authorized a 1:10 reverse stock split of the issued and outstanding common shares of the Company, subject to the approval of the Financial Industry Regulatory Authority, Inc.








(”FINRA”). The Company has submitted a request to FINRA for approval of the reverse stock split.  The effectiveness of the reverse stock split (the “effective date”) is determined by FINRA. The record date for the reverse stock split will be the effective date as determined by FINRA.  In the event the reverse stock split is approved by FINRA the issued and outstand shares of common stock of the Company would be reduced from 266,093,479 shares to approximately 26,609,348 shares. The authorized number of shares of common stock of the Company and the par value of the common stock would remain unchanged.  Proportional adjustments will be made to shares of the Company’s common stock issuable upon exercise of the Company’s outstanding warrants in accordance with their terms.  We have not received approval from FINRA for the reverse stock split as of the date of this report.  As the reverse split of the issued and outstanding shares of common stock is subject to the approval of FINRA, all references herein and in the accompanying financial statements to the number of common shares have not been restated to reflect the reverse stock split.  


Cash Requirements


We estimate that our expenses over the next 12 months will be approximately $75,000 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.


We intend to commence exploration activities on our newly optioned properties over the next twelve months.  We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:


Description

 

Operating  

 

 

 Estimated

 

  

 

 Period

 

 

 Expenses

 

  

 

 

 

 

       

 

General and administrative

 

12 months

 

 

     $  25,000

 

Mining expenses

 

12 months

 

  

    20,000

 

Professional fees

 

12 months

 

                              

               30,000

 

Total

 

  

 

 

      $75,000

 


We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way. 


These cash 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.  


Contractual Obligations

 

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

 

Going Concern


Due to our limited amount of capital, recurring losses, negative cash flows from operations and our ability to pay outstanding liabilities,  our independent auditors stated in their report for the fiscal year ended December 31, 2013, 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 March 31, 2014, we had an accumulated deficit of $2,310,009, with total stockholders’ deficit of $39,479.  We had a working capital deficit of $39,479 at March 31, 2014.  









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, 2013, 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 31, 2014, 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, 2014 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 31, 2014, 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:  May 19, 2014                                                    

                         __/s/ Michael Upham________________

 

                                                               MICHAEL UPHAM, PRESIDENT