Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - BEESTON ENTERPRISES LTD | Financial_Report.xls |
EX-32 - CERTIFICATION - BEESTON ENTERPRISES LTD | exhibit32.htm |
EX-31 - CERTIFICATION - BEESTON ENTERPRISES LTD | exhibit31.htm |
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, 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
(Registrants 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 18 , 2013, the Company had 232,823,179 shares of its common stock issued and outstanding.
Table of Contents
PART I FINANCIAL INFORMATION
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations....
Item 3. Quantitative Disclosures about Market Risks
Item 4. Controls and Procedures.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
INDEX TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Condensed Balance Sheets as of March 31, 2013
and December 31, 2012
4
Condensed Statements of Operations for the Three Months Ended
March 31, 2013 and 2012with Cumulative Totals Since Inception
5
Condensed Statement of Changes in Stockholders Equity (Deficit)
from July 12, 1999 (Inception) to March 31, 2013
6
Condensed Statements of Cash Flows for the Three Months Ended
March 31, 2013 and 2012 with Cumulative Totals Since Inception
7
Notes to Condensed Financial Statements
8-11
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.
4
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.
5
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.
6
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.
7
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 Companys 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.
8
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 Companys ability to continue as a going concern.
In view of these matters, realization of the assets of the Company is dependent upon the Companys 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.
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.
9
BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3-
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)
Three Months Ended
March 31,
2013 2012
Warrants
81,837,280 98,619,518
__________ __________
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 31, 2013, the total notes outstanding were $37,973, an increase of $11,379 since December 31, 2012.
NOTE 5 -
OFFICE SERVICES
A related party was paid, for office and secretarial services, $14,300 and $7,523 as of March 31, 2013 and 2012, respectively.
10
BEESTON ENTERPRISES LTD.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6 -
COMMON STOCK OFFERING
On March 4, 2013, the companys 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 Companys 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.
NOTE 8 -
SUBSEQUENT EVENTS
On April 1, 2013, a total of 15,189,700 shares have been sold under the offering to stockholders for proceeds of approximately $37,974 used for repayment of debt.
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.
11
Item 2. Managements 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 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.
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 Incs 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 Corporations Mt. Polley copper-gold mine and New Gold Inc.'s New Afton copper-gold project (Teck-Cominco Ltds 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. A work program was to have been carried out in late fall of 2008, then the summer of 2009; however, 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 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. At present, we have no option agreements or other arrangements with any party for the exploration of this property. We currently have no exploration planned for the Ruth Lake Property in 2013.
We have been able to maintain our remaining interest in the Ruth Lake Property through the conduct of exploration and development work programs, by ourselves and 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.
On August 26, 2011, we entered into an agreement with MSM Resource, L.L.C. ("MSM"), a Nevada limited liability company, under which the Company was granted an option to acquire a 100% interest in eighteen mineral claims located in the Silver Star Mining District, Mineral County, Nevada (the "Chucker Property"). We can earn a 100% interest in the claims, upon exercise of the option, by issuing a total of 3,000,000 shares of 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 program on the claims over a six year period. Upon Beeston acquiring the Chucker Property, the claims will be subject to a royalty of 2% of net smelter returns payable to MSM up to a maximum royalty payment of $5,000,000. The Company can also reduce the royalty to 1% with a maximum royalty payment to $2,500,000 by payment of $1,000,000 to MSM within a limited time period of seventy-five months. In addition, in the event the Company exercises its option and acquires the Chucker Property, we will be required to pay an annuity of $50,000 to MSM commencing at the end of the seventh year and on the anniversary thereof in every year for a total of seventeen years. The option under the option agreement with MSM can be terminated by us at any time upon thirty (30) days notice.
We have to undertaken the preparation of a geology report as required under the aforesaid agreement. If it is acceptable to Beeston, ten (10) days after acceptance of the geology report, we will be required to pay the sum of $20,000 and issue 1,000,000 shares of its common stock to MSM, which will form part of the option exercise price under the option agreement with MSM in the event the option is exercised by us.
On June 6, 2013, the Company gave notice to MSM that the Company was terminating the Option Agreement and the option thereunder, such termination to be effective July 7, 2013.
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 month periods ended March 31, 2013 and 2012.
|
| Three Months |
|
| Three Months |
|
|
| Ended |
|
| Ended |
|
|
| March 31, 2013 |
|
| March 31, 2012 |
|
Revenue | $ | Nil |
| $ | Nil
|
|
Operating Expenses | $ | (23,998)
|
| $ | (30,625)
|
|
Net Income (Loss) | $ | (24,579)
|
| $ | 21,668 |
|
Revenue
There were no revenues from operations for the three month periods ended March 31, 2013 and 2012. The reason for the large differences reported in the net income (loss) positions is due to the 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 31, 2013 and 2012 are outlined in the table below:
|
| Three Months Ended |
| |||
|
| September 30, |
| |||
|
| 2012 |
|
| 2011 |
|
|
|
|
|
|
|
|
Speculative mining expenses | $ | Nil |
| $ | Nil |
|
Consulting | $ | Nil |
| $ | 15,000 |
|
Professional fees | $ | 9,255 |
| $ | 7,688 |
|
Administrative expenses | $ | 14,743 |
| $ | 7,937 |
|
Expenses for the three months period ended March 31, 2013, decreased from the comparative period in 2012 primarily as a result of the decrease in promotional expenses.
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, 2013 |
|
| December 31, 2012 |
|
Current assets |
| 343 |
|
| 3,310 |
|
Current liabilities |
| (68,308) |
|
| (47,197) |
|
Working capital(deficit) |
| (67,965)
|
|
| (43,887) |
|
Cash Flows
|
| Three Months |
|
| Three Months |
|
|
| Ended |
|
| Ended |
|
|
| March 31, 2013 |
|
| March 31, 2012 |
|
Net cash provided by (used in) operating activities |
| (14,464) |
|
| (29,399) |
|
Net cash provided by (used in)investing activities |
| Nil |
|
| Nil |
|
Net cash provided by (used in)financing activities |
| 11,379 |
|
| 30,501
|
|
Increase (Decrease) in cash |
|
(3,085) |
|
|
1,102 |
|
We had cash of $105 as of March 31, 2013 as compared to cash of $3,190 as of December 31, 2012. We had a working capital deficit of $67,965 as of March 31, 2013 as compared to a working capital deficit of $43,887 as of December 31, 2012.
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, 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.
In the past, we have raised funds by means of various equity financings. Recently, on March 4, 2013, our Board of Directors approved a private placement offering of 50,000,000 common shares of the Company at a price of $0.0025 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 private placement offering. This private placement offering has a termination date of September 30, 2013, unless extended by the Board of Directors.
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, Beestons 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.
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.
We 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 Companys ongoing operations.
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.
Cash Requirements
We estimate that our expenses over the next 12 months will be approximately $125,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
We intend to commence exploration activities on our newly optioned properties over the next twelve months. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:
Description |
| Operating |
|
| Estimated |
|
|
| Period |
|
| Expenses |
|
|
|
|
|
| ($) |
|
General and administrative |
| 12 months |
|
| 55,000 |
|
Mining expenses |
| 12 months |
|
| 40,000 |
|
Professional fees |
| 12 months |
|
| 30,000 |
|
Total |
|
|
|
| $125,000 |
|
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 offering 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, 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 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.
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 companys 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.
Managements 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, 2013, a material weakness exists in the Companys 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, 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 31, 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 18, 2013
/s/ Michael Upham
MICHAEL UPHAM, PRESIDENT