UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-52781
|_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-QSB
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For the Period Ended: February 29, 2008
|_| Transition Report on Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-QSB
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Kingston Mines Ltd.
Full name of Registrant
N/A
Former name if applicable
3960 Howard Hughes Parkway, 5th Floor
Las Vegas NV 89169
Address of principal executive office
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
On February 6, 2008, a change of control of Kingston Mines Ltd. (the "Company")
occurred. On April 9, 2008, the Company dismissed its independent auditor, and
retained a new independent auditor. As a result of the change of control and
change of auditor described above, the process of compiling and disseminating
the information required to be included in the Form 10-QSB for the relevant
fiscal quarter, as well as the completion of the required review of the
Company's financial information, could not be completed without incurring undue
hardship and expense. The Company undertakes the responsibility to file such
report no later than five days after its original due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Barbara Salz, Corporate Secretary, 702-990-3771.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_|Yes |X| No
Kingston Mines Ltd.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 15, 2008
By: /s/ Barbara Salz
--------------------------------------
Name: Barbara Salz
Title: Corporate Secretary
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).