UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 2006

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
               For the transition period from ________ to ________
                          Commission file # 333-133232

                               KINGSTON MINES LTD.
             (Exact Name of Registrant as Specified in its Charter)

                              NEVADA     98-0471111
(State or other jurisdiction of incorporation or organization)     (I.R.S.
Employer Identification number)

        106-1990 S.E. KENT AVE., VANCOUVER, BRITISH COLUMBIA     V5P 4X5
             (Address of principal executive offices)     (Zip Code)

                    Issuer's telephone number: (604) 642-9561

           Securities registered under Section 12(b) of the Act: NONE

     Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
                                $0.0001 PAR VALUE

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  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 is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).
Yes  [  ]  No  [X]

As  of  November  30,  2006, the Issuer had 8,000,000 shares of its Common Stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


                         PART I -- FINANCIAL INFORMATION




ITEM 1.     FINANCIAL STATEMENTS

KINGSTON MINES LTD.
(An exploration stage company)

Balance Sheets
November 30, 2006
(EXPRESSED IN U.S. DOLLARS)
- ------------------------------------------------------------------------------------------
                                                                  November 30    August 31
                                                                         2006         2006
                                                                                 (audited)
- ------------------------------------------------------------------------------------------
                                                                           

ASSETS

CURRENT ASSETS
Cash and cash equivalents                                         $     1,417    $  6,804
Prepaid expenses                                                        2,500       2,500
- ------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                              $     3,917    $  9,304
- ------------------------------------------------------------------------------------------

TOTAL ASSETS                                                      $     3,917    $  9,304
==========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

LIABILITIES

CURRENT LIABILITIES
Promissory note - Related Party                                         4,297       4,297
Accounts payable and accrued liabilities                               20,432      14,827
- ------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                              24,729      19,124

CONVERTIBLE DEBENTURE - RELATED PARTY                                  15,000      15,000
- ------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                      39,729      34,124
- ------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
Authorized:
50,000,000 preferred shares at a par value of $0.0001 per share
Issued and outstanding:  Nil
100,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding:  8,000,000 common shares                          400         400

ADDITIONAL PAID-IN CAPITAL                                                575         463

(DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE                    (36,787)    (25,683)
- ------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                               (35,812)    (24,820)
- ------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)           $     3,917    $  9,304
==========================================================================================
<FN>
The accompanying notes are an integral part of these financial statements.











KINGSTON MINES LTD.
(An exploration stage company)

Statements of Stockholders' Equity (Deficiency)
For the period from June 16, 2005 (inception) to November 30, 2006
(EXPRESSED IN U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                   Deficit
                                                                                               accumulated           Total
                                                                                  Additional        during   stockholders'
                                             Preferred Stock     Common Stock        paid-in   exploration          equity
                                             Shares  Amount      Shares   Amount     capital         stage    (deficiency)
- --------------------------------------------------------------------------------------------------------------------------
                                                                                        

Issuance of common stock for cash
     July 5, 2005 ($0.00005 per share)            -  $    -   8,000,000  $   400  $       -    $      -      $        400

Imputed interest from a shareholder               -       -           -        -         13           -                13

Loss and comprehensive loss for the period        -       -           -        -          -      (6,313)           (6,313)
- --------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2005                          -  $    -   8,000,000  $   400  $      13    $ (6,313)     $     (5,900)
- --------------------------------------------------------------------------------------------------------------------------

Imputed interest from a shareholder               -       -           -        -        450           -               450

Loss and comprehensive loss for the year          -       -           -        -          -     (19,370)          (19,370)
- --------------------------------------------------------------------------------------------------------------------------

Balance, August 31, 2006                          -  $    -   8,000,000  $   400  $     463    $(25,683)     $    (24,820)
- --------------------------------------------------------------------------------------------------------------------------

Imputed interest from a shareholder               -       -           -        -        112           -               112

Loss and comprehensive loss for the period        -       -           -        -          -     (11,104)          (11,104)
- --------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2006                        -  $    -   8,000,000  $   400  $     575    $(36,787)     $    (35,812)
==========================================================================================================================

<FN>
The accompanying notes are an integral part of these financial statements










KINGSTON MINES LTD.
(A exploration stage company)

Statements of Operations
(EXPRESSED IN U.S. DOLLARS)
- -------------------------------------------------------------------------------------------------
                                                        Cumulative from
                                                          June 16, 2005       Three months ended
                                                         (inception) to           November 30
                                                      November 30, 2006        2006         2005
- -------------------------------------------------------------------------------------------------
                                                                              

EXPENSES

Accounting and audit                                  $         14,721    $   5,056    $   4,000
Legal fees                                                       3,323            -            -
Bank charges                                                       117           29           22
Filing fees                                                      1,997            -            -
Interest                                                           575          112          112
Consulting fees                                                  2,803            -        2,803
Office expenses                                                    698          197          212
Foreign exchange (gain) loss                                       105            -            -
Resource property acquisition and exploration costs             12,448        5,710          463
- -------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                            36,787       11,104        7,612
- -------------------------------------------------------------------------------------------------

NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD        $        (36,787)   $ (11,104)   $  (7,612)
- -------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER SHARE                                          $   (0.00)   $   (0.00)
=================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- - basic and diluted                                                       8,000,000    8,000,000
=================================================================================================

<FN>
The accompanying notes are an integral part of these financial statements











KINGSTON MINES LTD.
(An exploration stage company)

Statements of Cash Flows
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------
                                                       Cumulative from
                                                         June 16, 2005      Three months ended
                                                        (inception) to          November 30
                                                     November 30, 2006        2006       2005
- ----------------------------------------------------------------------------------------------
                                                                             

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net (Loss) for the period                            $         (36,787)   $(11,104)   $(7,612)

Adjustments to reconcile net (loss) to net cash
provided by (used in) operating activities:
- - imputed interest                                                 575         112        112
Changes in operating assets and liabilities
- - (increase) in prepaid expenses                                (2,500)          -          -
- - accounts payable and accrued liabilities                      20,432       5,605      7,478
- ----------------------------------------------------------------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                          (18,280)     (5,387)       (22)
- ----------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Increase in promissory note - Related Party                      4,297           -          -
Proceeds from convertible debenture - Related Party             15,000           -          -
Proceeds from issuance of common stock                             400           -          -
- ----------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                       19,697           -          -
- ----------------------------------------------------------------------------------------------

INCREASE IN CASH AND CASH EQUIVALENTS                            1,417      (5,387)       (22)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       -       6,804     15,394
- ----------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $           1,417    $  1,417    $15,372
==============================================================================================
<FN>
The accompanying notes are an integral part of these financial statements








NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Kingston Mines Ltd. (hereinafter "the Company") was incorporated in the State of
Nevada, U.S.A., on June 16, 2005.  The Company's fiscal year end is August 31.

The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its operations.  It is primarily engaged in the
acquisition and exploration of mining properties.  Upon location of a
commercially minable reserve, the Company expects to actively prepare the site
for its extraction and enter a development stage.  In 2005, the Company acquired
a mineral interest in a property located near the southern boundary of the Town
of Merritt in British Columbia, Canada and has not yet determined whether this
property contains reserves that are economically recoverable.

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America applicable to a
going concern which assume that the Company will realize its assets and
discharge its liabilities in the normal course of business. The Company has
incurred accumulated losses of $36,787 since inception and has no source of
revenue. The future of the Company is dependent upon its ability to obtain
financing and upon future acquisition, exploration and development of profitable
operations from its mineral properties.  These factors create doubt as to the
ability of the Company to continue as a going concern.  Realization values may
be substantially different from the carrying values as shown in these financial
statements should the Company be unable to continue as a going concern.
Management is in the process of identifying sources for additional financing to
fund the ongoing development of the Company's business.

On  November  30,  2005, the board of directors approved a 2 for 1 forward stock
split  of  our  issued  and outstanding shares of common stock.  These Financial
Statements  of  Kingston  Mines  Ltd.  have been restated to reflect the 2 for 1
forward  stock  split.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with
the generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates that have been made using careful judgment.  The
financial statements have, in management's opinion been properly prepared within
reasonable limits of materiality and within the framework of the significant
accounting policies summarized below:

Accounting Method

The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments and short-term debt instruments with original maturities of
three months or less to be cash equivalents.   As at November 30, 2006, there
were no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period.  Actual
results could differ from these estimates.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

The Company places its cash and cash equivalents with high credit quality
financial institutions.  As of November 30, 2006, the Company had no balance in
a bank beyond insured limits.

Foreign Currency Transactions

The Company is located and operating outside of the United States of America.
It maintains its accounting records in U.S. Dollars as follows:

At the transaction date each asset, liability, revenue and expense is translated
into U.S. dollars by the use of the exchange rate in effect at that date.  At
the period end, monetary assets and liabilities are remeasured by using the
exchange rate in effect at that date.  The resulting foreign exchange gains and
losses are included in operations.

Fair Value of Financial Instruments

The Company's financial instruments as defined by Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of Financial
Instruments," include cash and cash equivalents, accounts payable and accrued
liabilities, promissory note and convertible debenture.  Fair values were
assumed to approximate carrying value for these financial instruments, except
where noted.  Management is of the opinion that the Company is not exposed to
significant interest or credit risks arising from these financial instruments.
The Company is operating outside the United States of America and has
significant exposure to foreign currency risk due to the fluctuation of currency
in which the Company operates and U.S. dollars.

Mineral Property Payments and Exploration Costs

The Company expenses all costs related to the acquisition, maintenance and
exploration of mineral claims in which it has secured exploration rights prior
to establishment of proven and probable reserves.  When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized.  Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve.  To
date, the Company has not established the commercial feasibility of its
exploration prospects; therefore, all costs are being expensed.

Long-lived assets impairment

Long-term assets of the Company are reviewed for impairment whenever events or
circumstances indicate that the carrying amount of assets may not be
recoverable, pursuant to guidance established in SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.

Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value. Fair value is generally determined using a discounted cash
flow analysis.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Assets retirement obligations

The Company has adopted SFAS No 143, Accounting for Assets Retirement
Obligations which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred. SFAS
No. 143 requires the Company to record a liability for the present value of the
estimated site restoration costs with corresponding increase to the carrying
amount of the related long-lived assets. The liability will be accreted and the
asset will be depreciated over the life of the related assets. Adjustments for
changes resulting from the passage of time and changes to either the timing or
amount of the original present value estimate underlying the obligation will be
made. As at November 30, 2006, the Company does not have any asset retirement
obligations.

Costs associated with environmental remediation obligations will be accrued when
it is probable that such costs will be incurred and they can be reasonably
estimated.

Stock-Based Compensation

The Company adopted SFAS No. 123(revised), "Share-Based Payment", to account for
its  stock  options  and  similar  equity  instruments  issued.  Accordingly,
compensation  costs  attributable to stock options or similar equity instruments
granted  are measured at the fair value at the grant date, and expensed over the
expected  vesting period.  SFAS No. 123(revised) requires excess tax benefits be
reported  as  a  financing cash inflow rather than as a reduction of taxes paid.

The Company did not grant any stock options during the period ended November 30,
2006.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS
130), Reporting Comprehensive Income, which establishes standards for reporting
and display of comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statement of Stockholders'
Equity (Deficiency).  Comprehensive income comprises equity except those
resulting from investments by owners and distributions to owners.  The Company
has no elements of "other comprehensive income" for the period ended November
30, 2006.

Income Taxes

The Company has adopted Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes, which requires the Company to recognize
deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns using the liability method.  Under this method, deferred tax liabilities
and assets are determined based on the temporary differences between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to reverse.

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common stockholders
by the weighted average number of common shares outstanding.  Diluted loss per
common share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would be outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 153.  This statement addresses the
measurement of exchanges of non-monetary assets.  The guidance in APB Opinion
No. 29, "Accounting for Non-monetary Transactions," is based on the principle
that exchanges of non-monetary assets should be measured based on the fair value
of the assets exchanged.  The guidance in that opinion; however, included
certain exceptions to that principle.  This statement amends Opinion 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance.  A non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange.  This statement is effective for
financial statements for fiscal years beginning after June 15, 2005.  Earlier
application is permitted for non-monetary asset exchanges incurred during fiscal
years beginning after the date of this statement is issued.  Management believes
the adoption will have no impact on the financial statements of the Company.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. Opinion 20 previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement defines retrospective application as the application of a
different accounting principle to prior accounting periods as if that principle
had always been used or as the adjustment of previously issued financial
statements to reflect a change in the reporting entity. This Statement also
redefines restatement as the revising of previously issued financial statements
to reflect the correction of an error. The adoption of SFAS 154 did not impact
the financial statements.

NOTE 3 - MINERAL PROPERTY INTEREST

On August 30, 2005 the Company acquired a 100% interest in a mineral claim from
its principal shareholder and a director of the Company, known as the "Sugarloaf
Property" located near the southern boundary of the Town of Merritt in British
Columbia, Canada, for consideration of $4,297 being the cost to the principal
shareholder, by issuance of a promissory note.  The Company expensed the entire
amount.

On November 21, 2005, the Company acquired a 100% interest in four claims that
are contiguous with the Company's other mineral claim and are located near the
southern boundary of the Town of Merritt in British Columbia, Canada.  The total
cost of acquisition of these claims was $463.  The Company expensed entire
amount.



NOTE 4 - PROMISSORY NOTE

On August 30, 2005, the Company issued a promissory note to its principal
shareholder and a director in the amount of $4,297 for the purchase of the
mineral property (See Note 3).  The promissory note is unsecured, non-interest
bearing and due on demand.

NOTE 5 - CONVERTIBLE DEBENTURE

On August 22, 2005, the Company issued a convertible debenture to its principal
shareholder and a director in the amount of $15,000.  The convertible debenture
is unsecured, non-interest bearing, due December 31, 2007 and convertible at the
option of the holder at a price of $0.25 per share at any time.  The Company
charged imputed interest at 3.0% per annum and recorded a total of $575 to the
additional paid-in capital for the period from inception to November 30, 2006.

The Company did not incur beneficial conversion charges because the conversion
price is greater than the fair value of the equity of the Company.

NOTE 6 - PREFERRED AND COMMON STOCK

The Company has 50,000,000 shares of preferred stock authorized and none issued.

The Company has 100,000,000 shares of common stock authorized, of which
8,000,000 shares are issued and outstanding.  All shares of common stock are
non-assessable and non-cumulative, with no preemptive rights.

During the period ended August 31, 2005, the Company issued 8,000,000 shares of
common stock for cash of $400.

NOTE 7 - RELATED PARTY TRANSACTIONS

(a)     Included in accounts payable and accrued liabilities, $15,376 (August
31, 2006: $5,161) is due to a company controlled by a director of the Company
for the expenses paid on behalf of the Company.

(b)     See Note 3, 4 and 5.



NOTE 8 - SEGMENT INFORMATION

The Company currently conducts all of its operations in Canada

NOTE 10 - SUBSEQUENT EVENTS

On September 12, 2006, the Securities and Exchange Commission declared our Form
SB-2 Registration Statement effective.  Our offering commenced on September 12,
2006, and is ongoing.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES

We  are  a  mineral  resource  exploration  stage  company  that  has  not begun
operations.  Our  capital  has  been  obtained  via issuance of common stock and
shareholder  loans.

On  September 12, 2006, the Securities and Exchange Commission declared our Form
SB-2  Registration  Statement  (Commission  File No. 333-133232) effective.  Our
offering  commenced on September 12, 2006, and is ongoing.  We have not sold any
shares  through  the  offering.

As  of  November 30, 2006, we had total assets of $3,917, comprised of $1,417 in
cash  and  $2,500  in  prepaid expense.  This is a decrease from $9,304 in total
assets as of August 31, 2006, and primarily resulted from reimbursing a director
for  expenses  incurred  on  our  behalf.

As of November 30, 2006, our total liabilities increased to $39,729 from $34,124
as  of  August  31,  2006,  due  primarily  to  mineral  claim  renewal.

As  of  November  30, 2006, we had a working capital deficit of $20,812 compared
with  a  working  capital  deficit  of  $9,820  as  of  August  31,  2006.

We  have not generated revenue since the date of inception.  We do not presently
have sufficient working capital to satisfy our cash requirements for the next 12
months  of  operations.

Other  than  the purchase of some office equipment, we do not intend to purchase
or  sell  any  significant  equipment  during  the  next  twelve  months.

We  do  not  anticipate  hiring  any  employees  over  the  next  12  months.

RESULTS  OF  OPERATIONS

We  posted  an  operating  loss  of  $11,104  for  the three month period ending
November  30,  2006, due primarily to mineral claim renewal and audit fee.  This
was  a  decrease  from  the  operating loss of $7,612 for the three month period
ending  November  30,  2005.

ITEM  3.     CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures.

Our  Chief  Executive  Officer,  who  is  also our Chief Financial Officer, has,
within  90  days  of  the  filing  date  of  this report, evaluated our internal
controls  and  procedures  designed  to  ensure  that information required to be
disclosed  in  reports  under  the  Securities Exchange Act of 1934 is recorded,
processed,  summarized  and  reported  within specified time periods. After such
review,  the  Company's  Chief  Executive  Officer  and  Chief Financial Officer
concluded  that  said information was accumulated and communicated to management
as  appropriate  to  allow  timely  decisions  regarding  required  disclosure.

(b)     Changes  in  Internal  Controls.

There  were  no significant changes in our internal controls or in other factors
that  could  significantly  affect  these  controls subsequent to the evaluation
referred  to  in  paragraph  (a)  above.

PART  II.     OTHER  INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

The  Company  is  not  a  party  to  any  material  legal proceedings and to its
knowledge,  no  such  proceedings  are  threatened  or  contemplated.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

At  present,  our  common  stock  is  not  traded  publicly.

As  of  November  30,  2006,  there were 2 owners of record of our common stock.

DIVIDEND  POLICY

Our  Board  of  Directors may declare and pay dividends on outstanding shares of
common  stock  out  of  funds legally available therefor in our sole discretion;
however,  to  date  no  dividends  have  been paid on common stock and we do not
anticipate  the  payment  of  dividends  in  the  foreseeable  future.

USE  OF  PROCEEDS  FROM  REGISTERED  SECURITIES

On  September 12, 2006, the Securities and Exchange Commission declared our Form
SB-2  Registration  Statement  (Commission  File No. 333-130922) effective.  Our
offering  commenced  on  the  effective date and is ongoing.  As of November 30,
2006,  we  have  not  sold  any  of  the  offered  shares.

ITEM 3.     DEFAULT UPON SENIOR NOTES

Not applicable.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.     OTHER INFORMATION

None.

ITEM 6.     EXHIBITS

EXHIBIT       DESCRIPTION

31.1          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1          Officers' Certification
32.2          Officers' Certification

SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

KINGSTON MINES LTD.



By:/s/ Lou Hilford
Lou Hilford
President, Chief Executive Officer and a director
(Principal Executive Officer)



By:/s/ Thomas Mills
Thomas Mills
Vice-President, Treasurer, Secretary and a director
(Principal Financial Officer and Principal Accounting Officer)

Date: January 8, 2007