KINGSTON MINES LTD.
106-1990 S.E. KENT AVE. VANCOUVER BRITISH COLUMBIA V5P 4X5
TEL: (604) 642-9561 FAX: (604) 648-8902
July 7, 2006
VIA EDGAR AND COURIER
Pamela A. Long
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: KINGSTON MINES LTD.
FORM SB-2
FILED APRIL 12, 2006
COMMISSION FILE NO. 333-133232
Dear Ms. Long:
In connection with the above-captioned filing, we are filing with the
Commission, via Edgar, the following documents relating to the registration of
Common Stock:
A. Pre-Effective Amendment No. 2 to our Registration Statement on Form
SB-2 (the "Registration Statement"); and
B. Four copies of the Registration Statement, marked to indicate the
changes made by Pre-Effective Amendment No. 2.
The Registration Statement has been amended to respond to the Staff's
letter of non-accounting and accounting comments dated June 30, 2006. Our
responses to the Staff's comments are set forth below in the following
paragraphs numbered to correspond to the comments in the Staff's letter. Any
capitalized terms used in this letter shall have the meanings ascribed to them
in the Registration Statement.
FORM SB-2
Risk Factors, page 5
If we cannot compete successfully for financing page 5
1. In response to the Staff's comment, we have divided the risk factor into
two separate risk factors (pages 5 and 7). We have also updated the remainder
of the prospectus in keeping with the new risk factors (pages 4, 22, 23 and 26).
Since market factors in the mining business are out of control page 6
2. In response to the Staff's comment, we have revised the risk factor (page
6). We respectfully advise that the risk concerning proximity and capacity of
processing facilities will always be a function of both the type of mineral
discovered and the location of the mine. Hypothetically, if we are successful
in discovering significant copper deposits, there may be a risk that there are
no copper processing facilities nearby, and if there are, that they do not have
the capacity to process our ore. We have therefore revised the risk factor so
as to make it clear to investors that processing facilities can be mineral
specific. We believe that our reference to "proximity" is sufficient to inform
prospective investors of the risk presented by geographic location.
History of the Claims, page 17
3. In response to the Staff's comment, we have added a glossary to the
Description of Business (pages 15-17).
Management Experience, page 20
4. In response to the Staff's comment, we advise that we are unable to
disclose what decisions and choices could cause irreparable harm. We
respectfully submit that if our management knew in advance what the decisions
and choices are, then it would be unlikely that they would make the mistake in
the first place. We submit that it is the unforeseen mistakes that generally
lead to irreparable harm. The focus of the disclosure in this paragraph is on
the inexperience of management, which could lead to mistakes, and that those
mistakes could cause the company irreparable harm. But, it is impossible to say
what those mistakes might be. Hopefully, they will never occur. Nonetheless,
we believe that investors should know that the inexperience of management could
result in irreparable harm to the company. If the Staff are of the view that
such disclosure is made redundant by our risk factor treatment of the subject
matter, then we will delete the sentence.
Certain Relationships and Related Transactions, page 26
5. In response to the Staff's comment, we have revised the disclosure to set
out that Mssrs. Hilford and Mills are promoters of the Company (page 26.). We
have further revised the section to provide all the disclosure required by
paragraph (d) of Item 404 of Regulation S-B.
Plan of Distribution, page 28
6. In response to the Staff's comment, we have substantially revised the
section, to include disclosure of the role played by Mr. Mills regarding the
placement of securities of Thrust Energy Corp. (page 28).
We are of the view that neither Mr. Mills nor Mr. Hilford are acting as a
broker-dealer within the meaning of Exchange Act Rule 3a4-1 for the following
reasons:
(a) We are unaware of any provision or interpretation of Rule 3a4-1 stating
that control of an issuer was a sufficient condition to qualify as participation
in an offering, particularly when the controlling person makes no solicitation
(written or oral) of a potential purchaser, nor responds to inquiries of
potential purchasers, nor performs any ministerial or clerical work involved in
effecting any subscription. If the Staff are aware of any such provision or
interpretation, we ask that it be provided to us. Mr. Hilford has not and will
not participate in any way in the offering by Thrust Energy Corp. Similarly,
Mr. Mills will not participate in any way in the offering by Kingston Mines,
Ltd.
(b) Mr. Hilford will restrict his participation in the offering by Kingston
Mines Ltd. to the activities set out in paragraph (a)(4)(iii) of Rule 3a4-1.
Similarly, Mr. Mills is also restricting his participation in the offering by
Thrust Energy Corp. to the activities set out in paragraph (a)(4)(iii) of Rule
3a4-1. As such, both Mr. Hilford and Mr. Mills fall within the safe harbor of
paragraph (a) of Rule 3a4-1.
7. In response to the Staff's comment, we have revised the section to
disclose our response to comment 23 of the Staff's letter dated May 9, 2006
(page 29). We have further confirmed that every material engineering,
geological or metallurgical report concerning the Sugarloaf Property, including
governmental reports, that are known and available to us has been furnished to
investors (page 14).
Available Information, page 32
8. In response to the Staff's comment we have replaced the section in its
entirety (page 32).
Exhibits 5.1, Legal Opinion
9. In response to the Staff's comment, the legal opinion has been revised
and refiled as Exhibit 5.1 to the second amendment of our registration statement
on Form SB-2.
Should the Staff need additional information or have questions concerning
our response, please do not hesitate to contact us.
Yours very truly,
/s/ Lou Hilford
Lou Hilford
President & CEO
Enclosures