-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/Mr2RXg48dtPeiBnxZAQzPoIJQwFD6y0w34ztIG6n056vd8yOxqxrA+wzOgVxUE UqH075VdR9B/jcuGvCrZAQ== 0001144204-08-022308.txt : 20080415 0001144204-08-022308.hdr.sgml : 20080415 20080415112101 ACCESSION NUMBER: 0001144204-08-022308 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 EFFECTIVENESS DATE: 20080415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kingston Mines Ltd. CENTRAL INDEX KEY: 0001343011 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 980471111 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52781 FILM NUMBER: 08756290 BUSINESS ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: 5TH FLOOR CITY: LAS VEGAS, STATE: NV ZIP: 89169 BUSINESS PHONE: 702-990-3771 MAIL ADDRESS: STREET 1: 3960 HOWARD HUGHES PARKWAY STREET 2: 5TH FLOOR CITY: LAS VEGAS, STATE: NV ZIP: 89169 NT 10-Q 1 v110776_nt10q.txt 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). -----END PRIVACY-ENHANCED MESSAGE-----