Summary of BEESTON ENTERPRISES LTD

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

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

We believed that the growing demand for the production of natural resources presents an area of opportunity for developing companies. Accordingly, pursuant to an agreement dated September 12, 2006, we acquired a large tract of mineral claims from Candorado Operating Company Ltd. ("Candorado") located in the Province of British Columbia, Canada, referred to collectively as the "Ruth Lake Property," for the purpose of carrying out exploration and development on this mineral property. There is no guarantee of locating a deposit of some mineral product that could result in a producing mine. However, we are of the opinion that the location of the mining property is such as to warrant its acquisition and for us to undertake exploration on the mineral property.

In our pursuit of other mining properties of interest in the same area as our current mineral claim holdings, we were able to enter into another agreement dated December 15, 2006 ("Option Agreement") with Candorado, under which we were granted an option to acquire an interest in certain mineral claims, referred to collectively as the "Bluff Lake Property," that are proximate to our previously acquired Ruth Lake Property. Pursuant to the terms of this Option Agreement, we could obtain up to a sixty percent (60%) interest in these mineral claims through the payment of cash and the performance of exploration work upon the optioned claims over a two year period. Upon our acquiring a minimum interest of fifty percent (50%) in the optioned mineral claims, either party to the option agreement could require participation of the other party in the further exploration and development of the optioned mineral claims pursuant to a joint venture.

In addition to being near to our previously acquired mineral claims, the optioned claims had already received a significant amount of exploration work, the results of which were made available to us. Based on the exploration work previously carried out on the optioned mineral claims, our management believed that these mineral claims were of sufficient merit to warrant a more advanced work program of exploration.

In our effort to further the exploration and development of our large tract of acquired mineral claims, we will also continue to review the possibility of participating in some form of joint venture or option arrangement with other entities on a portion of our mineral claim holdings. This was the case in January, 2007, when Beeston entered into an agreement with Kranti Resources Inc. ("Kranti"), a start-up mining company, under which we granted the company an option to acquire a mineral claim from our larger mineral claim holdings by the payment of cash and the performance of a series of work programs over a period of four years. Upon acquisition of the mineral claim by Kranti, it will be required to pay a certain royalty to Beeston and the prior owner of the mineral claims based on a percentage of any net smelter returns derived from the mineral claim.

The mining industry in British Columbia is well regulated. We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada, generally, and in British Columbia specifically. The initial stage of exploration can generally be

carried out without any permitting or notification to any government body or agency as it is deemed "low-disturbance/low-impact" by the British Columbia Department of Energy, Mines and Petroleum Resources ("BCDM"). In the more advanced stages of exploration involving mechanized trenching or diamond drilling, a Plan of Operation will need to be filed with the BCDM. This plan will detail the extent, location and amount of surface disturbance for the trenching and/or drilling. A bond will also have to be obtained in the amount of the cost of reclaiming the anticipated surface disturbance. Usually the reclamation process entails filling in and smoothing the surface of trenching sites, clean up and removal of any work material, and seeding native grass/plants at the sites of any disturbance. We were required to make a $2,500 CAD security deposit under the permit for which we applied and obtained in regard to the exploration work performed under phase two of our exploration program on the Bluff Lake Property in 2008. In the event any trees larger than six inches in diameter need to be cut down, a permit will also have to be obtained from the British Columbia Ministry of Forests. The cost of obtaining the BCDM or Forestry permits is nominal (less than $100 CAD). The bond required by the BCMD is returned (with interest) upon proper clean up of the exploration site. In the event that a mineral exploration program should evolve to the point where its purpose is the determination of the existence of a commercially viable mineral deposit, various other government acts, regulation and rules come into effect. Neither of the exploration programs carried out on our properties in 2007 had any such purpose. All exploration activity in British Columbia must be carried out in compliance with the Health, Safety and Reclamation Code for Mines in British Columbia.

In the quest for copper-gold mineralization, potassium and magnetic alteration is commonly used as exploration vectors. In regard to the Bluff Lake Property and the Ruth Lake Property, an airborne radiometric and magnetic geophysical survey was recently completed over the area where these properties are located under a partnership program involving a number of the exploration companies having mineral properties in the area, Geological Survey of Canada and Geoscience B.C. The results of this survey have been given to the participating exploration companies and were released to the general public in April, 2007.
The survey results for the Bluff Lake Property were previously made available to us by Candorado, who was one of the participating exploration companies.

A preliminary review of the survey results showed several potassium anomalies, which may be indicative of potassium alteration. On the southern portion of the Bluff Lake Property, fracture controlled potassic alteration and copper mineralization had also been noted. Other copper showings existed elsewhere on the property. Previous mineral explorations in this area had also delineated areas of anomalous copper in soils in the property. However, no significant amount of drilling had been done. We retained the services of Warner Gruenwald, P. Geo. to provide us with an interpretation of the existing geological information on the Bluff Lake Property and recommendations for further exploration of the property. To assist him in this matter, Mr. Rob Shives, formerly the head of the Radiation Division of the Geological Survey of Canada, was retained to conduct a detailed review of the airborne geophysical survey and existing ground data. Mr. Shives' review defined eight target areas for ground work. Based on the information provided by Mr. Shives, Mr. Gruenwald developed a two-phased $200,000 exploration program. We carried out phase one of the exploration work program on the Bluff Lake Property during the summer of 2007.
Phase one of the exploration program entailed reconnaissance grids and sampling on the targets identified by Mr. Shives as well as some general prospecting, rock sampling and Mapping. The cost of phase one of the exploration program was $44,641 CAD. Sampling of one target area southeast of Bluff Lake yielded an east-southeast trending cooper-in-soil anomaly nearly 500 meters long and at least 150 meters wide. This anomaly appears to be open to the east and west and coincides with a zone of weathered monzonitic intrusive rocks that differ markedly from the intrusive rocks elsewhere on the property. Due to labor and equipment shortages in the industry, we were limited to completing phase one of our exploration program in 2007. Under the terms of our Mineral Claim Purchase Agreement with Candorado, we were granted an extension of the time period in which to complete a total of $200,00CAD in exploration expenditures on the Bluff Property to June 30, 2008. This latter extension was set forth in an agreement dated October 29, 2007 amending the Option Agreement between the Company and Candorado.

Based on the results from phase one of the exploration program, a $165,000 CAD work program was planned as phase two of the exploration program to test the cooper anomaly. Phase two of the

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

The Ruth Lake Property has not received as much exploration as the Bluff Lake Property. What prior exploration has taken place on or near this property has provided indications that the area has the potential to host a copper-gold deposit or a molybdenite deposit. Prior to retaining the services of Mr. Gruenwald, we had Mr. Marvin Mitchell, P. Eng. prepare a preliminary report on the Ruth Lake Property to provide us with a basis for further exploration of this large tract of mineral claims. As a result of the limited amount of exploration work preformed in this area, Mr. Mitchell recommended an initial exploration program of approximately $50,000 CAD involving the taking of soil geochemical samples on a regional grid with fill in samples where indicated by anomalous values. These samples would then be assayed for various elements and the results would provide a basis for a more concentrated exploration program within the property. Following the release of the previously mentioned airborne radiometric and magnetic geophysical survey of the Ruth Lake Property, Mr. Shives was also retained to conduct a detailed review of the newly acquired airborne geophysical data for the property. The geophysical review identified five target areas worthy of investigation for alkalic cooper-gold porphyry deposits. Each target area was then explored by geochemical soil sampling and prospecting under the supervision of Mr. Gruenwald. Anomalous cooper-in-soil was detected near the edge of one target area and cooper mineralization was sighted along a newly constructed logging road near this area. In addition to the results of the exploration program, historic assessment reports relating to the southern part of the property reported sporadic molybdenite-in-soil geochemical anomalies over a north-south length of 750 metres. Molybdenite and small amounts of chalcopyrite were described as disseminations and fracture fillings in altered, silicified and locally quartz veined granite float and bedrock. While some drilling was performed, there are no records of results.
Based on the results of our initial exploration program and the historic data on the property, a $35,000 CAD work program is planned for the Ruth Lake Property. Initially this work program was to be carried out in late fall of 2008, but it has now been delayed to the summer of 2009.

As the owner of the mineral claims comprising the Ruth Lake Property, we have the exclusive right to the minerals contained within the surface boundaries and continuing vertically down, and the right to explore, develop and mine the mineral claims for such minerals. These rights granted to owners of mineral claims are obtained as a form of tenure. To maintain our tenure in good standing, a prescribed dollar amount of exploration and development work must be performed and an assessment report detailing such exploration and development filed with the Mineral Titles Office annually. A cash payment of the prescribed dollar amount of exploration and development work may be made in lieu of performing such exploration and development work. Due to the delay in commencing our work program planned of the Ruth Lake Property, we have maintained out interest in this property to date by paying the monthly cash in lieu of exploration and development work required to keep the property in good standing. It is our intention to continue to make these monthly payments until our planned work program gets underway.

The annual dollar value of the exploration and development work required to be undertaken on a recorded claim in British Columbia is $4.00 CAD per hectare in years 1 through 3, followed by an $8.00 CAD per hectare per year thereafter. We have filed assessment reports based on the exploration work we carried out on our mineral properties in 2007. At that time, the cost of these exploration programs was applied against the annual assessment fees for all of our interest in mineral properties. To date we have filed assessment work of $44,641 CAD on the Bluff Lake Property and $48,230 CAD on the Ruth Lake

Property. Kranti, after some delay also due to the shortage of labour and equipment, was able to complete its initial exploration program on its optioned claim. To date Kranti has paid cash of $1,914 CAD in lieu of filing assessment work plus filed a further $26,075 CAD in assessment work under its exploration requirements on the optioned claim. All of the properties we currently hold are in good standing.

The terrain in the area in which our remaining 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. We anticipate performing out intended exploration programs during this eight month period.

Accommodations as well as supplies and equipment are available at the Towns of Lac La Hache or 100 Mile House. Electricity lines run up to the boundaries of the mineral properties; however, most power requirements can be provided by the use of on-site generators. Competition and unforeseen limited sources of supplies and manpower in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers, excavators and drilling equipment that we may need to conduct exploration, as well as skilled manpower to conduct exploration. We hope to be able to begin searching for such manpower, products, equipment and materials for our 2009 exploration program on the Ruth Lake property shortly. We anticipate that we will be able to complete our exploration program for the Ruth Lake Property in 2009.

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.

As part of the effort to raise additional funding for the Company, on June 20, 2007, our Board of Directors approved a private placement offering of 500,000 common shares of the Company at a price of $0.68 per share. We anticipated raising up to $340,000 by means of this private placement offering. This private placement offering, after three extensions, terminated on June 20, 2008.
We received subscriptions for 92,000 shares worth proceeds of $62,560 under this private placement offering

In order to cover the costs of the exploration program on the Ruth Lake Property plus general operating expenses for the next twelve months, we will require additional funding. We intend to raise the required funds by means of debt and/or equity funding. On April 16, 2009, our Board of Directors approved another private placement offering for 10,000,000 common shares of the Company at a price of $0.03 per share. We anticipate raising up to $300,000 by means of this private placement offering. The expiration date for this private placement is September 30, 2009. The net proceeds received from the sale of the shares under this private placement will be used for exploration and development, acquisition of interest(s) in mineral properties, legal and accounting fees; general and administrative expense, plus working capital.

We will also pursue the sale and/or optioning of a portion of the numerous mineral tenures that comprise the Ruth Lake Property. The sale or optioning of a portion of our mineral tenures will not only provide us with operating funds, but would also provide for the further exploration and development of these mineral tenures, as in the case of our mineral claim optioned to Kranti.

We anticipate that we will be able raise the funding necessary to proceed with our exploration program planned for the Ruth Lake Property. To the extent we are unable to acquire the funds required, we will amend or delay the exploration activity accordingly. However, if we are unable to complete the exploration program planned for the Ruth Lake property or pay cash in lieu thereof by May 31, 2009, our tenure of the Ruth Lake Property will terminate.

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

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

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

In further consideration for Mr. Smith entering into the debenture agreements the Company attached share purchase warrants to each of the debentures. There are 6,333,850 share purchase warrants attached to the U.S.$ Debenture and 5,004,000 share purchase warrants attached to the CAD$ Debenture. These share purchase warrants grant the holder, over the term of the debentures, the right to purchase one share of common stock of the Company for each share purchase warrant at a purchase price of $0.02(U.S.) per share for every $0.02(U.S.) under the U.S.$ Debenture and at a purchase price of $0.025(CAD) per share for every $0.025(CAD) under the CAD$ Debenture.

We have no agreement with any of our officers and directors for the provision of additional funding.

As of June 30, 2008, Beeston terminated its monthly lease of office space at #200-1687 West Broadway, Vancouver, British Columbia, Canada. We have also acquired various computer and computer related equipment and furniture for use in performing ongoing administrative tasks. Our current facilities will be sufficient for our current operations up until the time Beeston is able to establish a mining operation.

On April 14, 2009 the Company entered into an agreement with John Perez, consultant, (the "Consulting Agreement") for the purpose of retaining Mr. Perez to provide corporate communications and public relations services for the Company. Under the terms of the Consulting Agreement Mr. Perez has been granted an option to purchase up to 7,200,000 shares of the common stock of the Company (the "Option") at a price of $0.04(U.S.) per share (the "Option Shares"), over the term of the Consulting Agreement of two (2) year. Mr. Perez has the right to exercise the Option for 200,000 of the Option Shares at the time of entering to the Consulting Agreement and the right thereafter to exercise the Option for the balance of the Option Shares based on the trading price of the Company's shares from time to time as reported on the Over The Counter Bulletin Board electronic quotation system. The Company retains the right to terminate the Consulting Agreement and the Option granted thereunder, at its option, upon thirty (30) days notice.