10QSB

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 February 29, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file # 000-52781

KINGSTON MINES LTD.

(Exact Name of Small Business Issuer as Specified in its Charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

98-0471111

(I.R.S. Employer Identification No.)

3960 Howard Hughes Parkway, 5^th Floor

Las Vegas, Nevada 89169 

(Address of principal executive offices)

(702) 990-3771

(Issuer's telephone number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

As of April 17, 2008, the Issuer had 6,761,950 shares of its Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes o No x

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Kingston Mines Ltd.

(An exploration stage company)

Balance Sheet

(Expressed in U.S. Dollars)

(Unaudited)

	February 29,			August 31,
	2008			2007
ASSETS
Current Assets
Cash		1,039			142,608
Prepaid expense		36			2,194
Total Current Assets		1,075			144,802
Total Assets		1,075			144,802
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Promissory note - Related Party		-			-
Accounts Payable and Accrued liabilities		273			212
Convertible Debenture - Related Party (current)		-			15,000
Total Current Liabilities		273			15,212
Convertible Debenture - Related Party		-			-
Total Liabilities		273			15,212
Stockholders' Equity
Preferred Stock 50,000,000 preferred shares at a par value of $0.001 Issued and outstanding: nil
Common Stock 100,000,000 common shares authorized, par value of $0.0001 6,761,950 common shares issued and outstanding		576			576
Additional Paid-in Capital		177,045			176,932
Deficit Accumulated During Development Stage		(176,819	)		(47,918	)
Total Stockholders' Equity		802			129,590
Total Liabilities and Stockholders' Equity		1,075			144,802

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Kingston Mines Ltd.

(An exploration stage company)

Statement of Operations

(Expressed in U.S. Dollars)

(Unaudited)

	Accumulated from
	June 16, 2005			Three months ended
	(Inception) to			February 29,			February 28,
	February 29, 2008			2008			2007
Revenue		-			-			-
EXPENSES
Accounting and audit		24,691			1,039			1,060
Legal fees		3,323			-			-
Filing fees		6,815			-			-
Interest		1,298			-			113
Transfer agent		5,265			136			2,001
Loss From Continuing Operations		(41,392	)		(1,175	)		(3,174	)
Discontiued Operations		135,427			108,391			6
Net Loss and Comprehensive Loss for the Period		(176,819	)		(109,566	)		(3,180	)
Basic and Diluted Loss Per Share:
Continuing Operations				$	(0.0001	)	$	(0.0003	)
Discontinued Operations				$	(0.0124	)	$	(0.0000	)
Net Income				$	(0.0125	)	$	(0.0003	)

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Kingston Mines Ltd.

(An exploration stage company)

Statement of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

	Accumulated from June 16, 2005 (Date of Inception)to February 29, 2008			Six months ended February 29, 2008			Six months ended February 28, 2007
Operating Activities
Net loss for the period		(176,819	)		(128,901	)		(14,285	)
Adjustments to reconcile net loss to net cash used in operations:
- imputed interest		1,026			113			225
Change in operating assets and liabilities
- (increase) decrease in prepaid expense		(36	)		2,158
- accounts payable and accrued liabilities		273			61			7,667
- payments to Officers
Net Cash Used in Operating Activities		(175,556	)		(126,569	)		(6,393	)
Financing Activities
Cash Flows From (Used in) Financing Activities
Decrease in promissory note - Related Party		-			-			-
Repayment of convertible debenture - Related Party		-			(15,000	)		-
Proceeds from issuance of comon stock		176,595			-			125,000
Net Cash Provided by Financing Activities		176,595			(15,000	)		125,000
Increase (Decrease) in Cash and Cash Equivalents		1,039			(141,569	)		118,607
Cash- Beginning of Period					142,608			6,804
Cash - End of Period		1,039			1,039			142,608

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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 an exploration company since its formation and has not yet realized any revenues from its operations. Our business plan was to explore five mineral claims covering 1,865.43 hectares located on the south and southwest flanks of Sugarloaf Mountain in the Nicola Mining Division in British Columbia, Canada (the “Sugarloaf Property”). We originally intended to explore the Sugarloaf Property for commercially exploitable mineral reserves of valuable minerals. The Sugarloaf Property has no proven or probable mineral reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures made by us did not result in the discovery of commercially exploitable reserves of valuable minerals. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote, and in all probability our mineral claims do not contain any reserves. Any further funds spent on the exploration of these claims would probably be lost.

The Company acquired the Sugarloaf Property from its Vice-President for C$5,000.00, which is the amount he paid to acquire it from an independent third party. We intend to dispose of the Sugarloaf Property as soon as reasonably feasible.

On February 6, 2008, there was a change in control of the Company. The Company has made a determination to cease the mineral exploration business and pursue another business opportunity. The company is currently assessing other viable businesses. The Company expects to announce its new business model during the third quarter of 2008.

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 $176,819 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.

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:

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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 February 29, 2008, 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.

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.

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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.

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 February 29, 2008, 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 February 29, 2008.

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 February 29, 2008.

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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.

New Accounting Pronouncements

In June 2006, FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109", which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 to have a material effect on its financial condition or results of operations.

In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements" which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a material effect on its financial condition or results of operations.

In September 2006, the SEC announced Staff Accounting Bulletin No. 108 ("SAB 108"). SAB 108 addresses how to quantify financial statement errors that arose in prior periods for purposes of assessing their materiality in the current period. It requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality. It clarifies that immaterial financial statement errors in a prior SEC filing can be corrected in subsequent filings without the need to amend the prior filing. In addition, SAB 108 provides transitional relief for correcting errors that would have been considered immaterial before its issuance. The Company does not expect the adoption of SAB 108 to have a material effect on its financial condition or results of operations.

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In February 2007, the FASB issued SFAS No. 159, "The fair value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115". This statements objective is to improve financial reporting by providing the Company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the FASB's long-term measurement objective for accounting for financial instruments. The adoption of SFAS 159 did not have an impact on the Company's financial statements. The Company presently comments on significant accounting policies (including fair value of financial instruments) in Note 2 to the financial statements.

NOTE 3 - 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 $112 to the additional paid-in capital for the period from inception to November 30, 2007. The Company repaid the debenture in full in cash on November 29, 2007.

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 4 - 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 6,761,950 shares were issued and outstanding as of February 29, 2008. All shares of common stock are non-assessable and non-cumulative, with no preemptive rights.

The offering period for the Company's initial public offering expired on March 13, 2007. During the offering period, the Company sold a total 1,761,950 common shares at $0.10 per share for cash proceeds of $176,195.

NOTE 5 - RELATED PARTY TRANSACTIONS

See Note 3.

On January 30, 2008, Lou Hilford, a former officer and director of the Company entered into a Share Cancellation Agreement with the Company, pursuant to which Mr. Hilford tendered to the Company for cancellation 3,000,000 shares of Company common stock owned of record by Mr. Hilford. In consideration for such tender and cancellation, the Company and Mr. Hilford have executed mutual general releases of any and all claims against one another. The Company has 6,761,950 issued and outstanding shares of Common Stock as of the date of this Report after giving effect to such cancellation.

On February 13, 2008, the Company’s Board of Directors determined that it was in the best interests of the Company that, in consideration for certain corporate development introductions made by Rudana Investment Group AG (“Rudana”), the Company’s majority shareholder, the Company pay for the legal representation fees, costs, expenses and disbursements incurred by Rudana in connection with the acquisition of Rudana’s equity interest in the Company and for corporate development activities undertaken by Rudana on behalf of the Company. On February 14, 2008, the Company paid $105,999.18 for Rudana’s legal fees in such regard. For accounting purposes the payment of such fees have been charged to discontinued operations in connection with closing down the prior business of the Company and moving forward from the prior business.

NOTE 6 - SEGMENT INFORMATION

The Company previously conducted all of its operations in Canada. The company ceased its activities in Canada as of February 6, 2008.

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

Introduction

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

The Company has been an exploration company since its formation and has not yet realized any revenues from its operations. Our business plan was to explore five mineral claims covering 1,865.43 hectares located on the south and southwest flanks of Sugarloaf Mountain in the Nicola Mining Division in British Columbia, Canada (the “Sugarloaf Property”). We originally intended to explore the Sugarloaf Property for commercially exploitable mineral reserves of valuable minerals. The Sugarloaf Property has no proven or probable mineral reserves. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures made by us did not result in the discovery of commercially exploitable reserves of valuable minerals. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote, and in all probability our mineral claims do not contain any reserves.

The Company acquired the Sugarloaf Property from its Vice-President for C$5,000.00, which is the amount he paid to acquire it from an independent third party. We now intend to dispose of the Sugarloaf Property as soon as reasonably feasible.

On January 30, 2008, Lou Hilford, a former officer and director of the Company entered into a Share Cancellation Agreement with the Company, pursuant to which Mr. Hilford tendered to the Company for cancellation 3,000,000 shares of Company common stock owned of record by Mr. Hilford. In consideration for such tender and cancellation, the Company and Mr. Hilford have executed mutual general releases of any and all claims against one another. The Company has 6,761,950 issued and outstanding shares of Common Stock as of the date of this Report after giving effect to such cancellation.

On February 6, 2008, Thomas Mills, the controlling shareholder of the Company, entered into a Securities Purchase and Sale Agreement (the “Securities Purchase and Sale Agreement”) with Rudana Investment Group AG, a corporation formed under the laws of Switzerland. Pursuant to the Securities Purchase and Sale Agreement, Mr. Mills agreed to sell 5,000,000 shares of the Company’s common stock to Rudana Investment Group AG.

Upon the closing of the Securities Purchase and Sale Agreement on February 6, 2008 (the “Closing”), a change in control of the Company occurred. Pursuant to the Securities Purchase and Sale Agreement, Rudana Investment Group AG has acquired 5,000,000 shares of the Company’s common stock from Mr. Mills. The Company is not a party to the Securities Purchase and Sale Agreement. Rudana Investment Group AG now owns 73.9% of the Company’s 6,761,950 issued and outstanding shares. Mr. Mills did not retain any ownership of shares and is no longer a shareholder of the Company. Mr. Mills remains a director of the Company.

On April 9, 2008, Mr. Mills resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary. The Company’s Board of Directors (the “Board”) appointed Mr. Gerald Sullivan as Chief Financial Officer and interim President and Chief Executive Officer of the Company. In addition, on April 9, 2008, the Board appointed Ms. Barbara Salz to serve as the Corporate Secretary of the Company.

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On April 9, 2008, the Board appointed Dr. Augustine Fou to serve as an independent director of the Company. Dr. Fou’s appointment will become effective ten (10) days after April 18, 2008, the date a Schedule 14f-1 regarding his appointment was disseminated to the Company’s shareholders.

Plan of Operations

The Company has made a determination to cease the mineral exploration business and pursue another business opportunity. The company is currently assessing other business opportunities. The Company expects to announce its new business model during the third quarter of 2008.

On April 9, 2008, the Board approved and recommended that the Company change its name to Laureate Resources & Steel Industries Inc. Stockholders holding a majority of the voting rights of all outstanding shares of the Company’s capital stock as of April 9, 2008 voted in favor of the foregoing proposal by written consent.

We do not have any specific alternative business opportunities defined at this time. Any business being considered for acquisition will require due diligence by our management. Due diligence would likely include purchase investigation costs such as professional fees and travel costs. During this period, we will also need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event that our available capital is insufficient to acquire a new business and sustain minimum operations, we will need to secure addition funding.

We anticipate that any additional funding that we require will be in the form of shareholder loans or equity financing from the sale of our common stock. There is no assurance, however, that we will be able to raise sufficient funding from shareholder loans or the sale of our common stock. The risky nature of our Company and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable business can be demonstrated. We do not have any arrangements in place for any future equity financing. If we are unable to secure additional funding, we will cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

Our officers will be rendering services on part time basis for the foreseeable future. If the demands of our business require more time of our officers, such as raising additional capital, they are prepared to adjust their timetables to devote more time to our business. They may, however, not be able to devote sufficient time to the management of our business, as and when needed.

Financial Condition, Liquidity and Capital Resources

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

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On February 13, 2008, the Company’s Board of Directors determined that it was in the best interests of the Company that, in consideration for certain corporate development introductions made by Rudana Investment Group AG (“Rudana”), the Company’s majority shareholder, the Company pay for the legal representation fees, costs, expenses and disbursements incurred by Rudana in connection with the acquisition of Rudana’s equity interest in the Company and for corporate development activities undertaken by Rudana on behalf of the Company. On February 14, 2008, the Company paid $105,999.18 for Rudana’s legal fees in such regard. For accounting purposes the payment of such fees have been charged to discontinued operations in connection with closing down the prior business of the Company and moving forward from the prior business.

As of February 29, 2008, we had total assets of $1,075 comprised of $1,039 in cash and $36 in prepaid expense. This is a decrease from $144,802 in total assets as of our fiscal year ended August 31, 2007. This is mainly due to the payment of legal and professional fees.

As of February 29, 2008, our total liabilities decreased to $273 from $15,212 as of August 31, 2007. The decrease was due to the repayment of a convertible debenture owing to a director. Current liabilities are comprised entirely of accounts payable and accrued liabilities, which increased by $61 from August 31, 2007 to $273 at our prior quarter ended February 29, 2008.

We have not generated revenue since the date of inception. We do not have sufficient working capital to satisfy our cash requirements for the next 12 months of operations. We expect to pay our own costs and expenses through shareholder loans.

We do not intend to purchase or sell any significant equipment during the next twelve months, however depending on the requirements of our new business model we may purchase new equipment in the future.

We do not anticipate hiring any employees over the next 12 months, however depending on the requirements of our new business model we may hire new employees in the future.

Results of Operations

We posted an operating loss of $109,566 for the period ended February 29, 2008. As of February 29, 2008, the Company’s net loss since inception was $176,819.

Subsequent Events

On April 16, 2008, the Company received a loan in the amount of Twenty Five Thousand Nine Hundred ($25,900.00) from Rudana, the Company’s majority shareholder (the “Shareholder Loan”). The Company will use the proceeds from the Shareholder Loan for general corporate purposes. The Shareholder Loan has an interest rate of seven and a half percent (7.5%) per annum, which together with the principal amount shall be repayable thirty (30) days after demand by Rudana. In connection with the Shareholder Loan, the Company executed a note setting forth the terms thereof. The Shareholder Loan was approved by the Company’s Board of Directors.

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Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods.  In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.

The material weakness identified by Management consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  However, as there has been no instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time.

Accordingly, based on their evaluation of our disclosure controls and procedures as of February 29, 2008, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were effective for the purposes described above.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended February 29, 2008 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not, and has not been during the period covered by this Quarterly Report, a party to any legal proceedings.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

No matters were submitted to the vote of the Company’s security holders during the period covered by this Quarterly Report.

ITEM 5: OTHER INFORMATION

Payment of Stockholder’s Legal Fees

On February 13, 2008, the Company’s Board of Directors determined that it was in the best interests of the Company that, in consideration for certain corporate development introductions made by Rudana Investment Group AG (“Rudana”), the Company’s majority shareholder, the Company pay for the legal representation fees, costs, expenses and disbursements incurred by Rudana in connection with the acquisition of Rudana’s equity interest in the Company and for corporate development activities undertaken by Rudana on behalf of the Company. On February 14, 2008, the Company paid $105,999.18 for Rudana’s legal fees in such regard. For accounting purposes the payment of such fees have been charged to discontinued operations in connection with closing down the prior business of the Company and moving forward from the prior business.

Shareholder Loan to the Company

On April 16, 2008, the Company received a loan in the amount of Twenty Five Thousand Nine Hundred ($25,900.00) from Rudana, the Company’s majority shareholder (the “Shareholder Loan”). The Company will use the proceeds from the Shareholder Loan for general corporate purposes. The Shareholder Loan has an interest rate of seven and a half percent (7.5%) per annum, which together with the principal amount shall be repayable thirty (30) days after demand by Rudana. In connection with the Shareholder Loan, the Company executed a note setting forth the terms thereof. The Shareholder Loan was approved by the Company’s Board of Directors.

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ITEM 6. EXHIBITS

Exhibit Description

10.4 Share Cancellation Agreement, dated as of January 30, 2008, by and between Kingston Mines Ltd. and Lou Hilford.

10.5 Securities Purchase and Sale Agreement, dated February 6, 2008 between Rudana Investment Group AG and Thomas Mills, incorporated by reference to Exhibit 99.1 to Rudana Investment Group AG’s Schedule 13D, filed with the Securities and Exchange Commission on February 15, 2008.

31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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/ Gerald Sullivan
	Name:  Gerald Sullivan
	Title:    Chief Financial Officer   and Interim President and   Chief Executive Officer

Date: April 18, 2008

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EX-10.4

SHARE CANCELLATION AGREEMENT

THIS SHARE CANCELLATION AGREEMENT (this “Agreement”), dated as of January 30, 2008, is made by and between Kingston Mining Limited, a Nevada corporation (the “Company”) and Lou Hilford (the “Holder”).

WHEREAS, the Holder is currently the owner of three million (3,000,000) restricted shares of common stock of the Company (the “Shares”);

WHEREAS, the Holder desires to obtain a general release from the Company in exchange for the tender and cancellation of the Shares;

WHEREAS, the Company desires to acquire the Shares for cancellation and enter into mutual general releases with the Holder;

NOW, THEREFORE, In consideration of the premises, covenants and releases hereof and other good and valuable consideration, the adequacy of which is acknowledged and agreed by all parties to be sufficient in all respects, the parties hereby agree as follows:

1.Tender and Cancellation. The Holder herewith tenders the Shares to the Company for the express purpose of cancellation of the Shares on the books, records and share registry of the Company to be deemed effective as of such date as deemed reasonably necessary and convenient by the Company. This Agreement shall be deemed to constitute a bona fide stock power to facilitate tender and cancellation of the Shares without supplemental documentation and express waiver on the part of the Company of a medallion signature guaranty of the Holder.

2.Releases.

(a)In consideration for the tender and cancellation of the Shares, the Company, except with respect to the Holder’s obligations under this Agreement, hereby releases and forever discharges the Holder from any and all claims, demands, proceedings, causes of actions (including rights of contribution, if any) court orders, obligations, contracts and agreements (express or implied), debts or liabilities under or related to the Shares, the Company or its predecessors in interest, including any liability or obligation arising under or pursuant to any stockholder agreement, indemnity agreements, employment agreement or other compensation agreement, accrued and unpaid compensation or any claim for indemnification pursuant to the Governing Instruments of the Company, in each case, whether known or unknown, suspected or unsuspected, both at law or in equity, which the Company now has, ever had or hereafter has against the Holder.

(b)In consideration for the covenants and releases contained herein, the Holder, except with respect to the Company’s obligations under this Agreement, hereby releases and forever discharges the Company from any and all claims, demands, proceedings, causes of actions (including rights of contribution, if any) court orders, obligations, contracts and agreements (express or implied), debts or liabilities under or related to the Shares or the Holder or his predecessors in interest, including any liability or obligation arising under or pursuant to any stockholder agreement, indemnity agreements, employment agreement or other compensation agreement, accrued and unpaid compensation or any claim for indemnification pursuant to the Governing Instruments of the Company, in each case, whether known or unknown, suspected or unsuspected, both at law or in equity, which the Holder now has, ever had or hereafter has against the Company.

3.Further Assurances. Each of the parties hereto shall promptly do such further acts and things, including executing appropriate documents, as may be reasonably requested by the other party to carry out the intent of this Agreement.

4.Amendments and Supplements. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed on behalf of the Holder and the Company, as the duly authorized agent for the benefit of the Holder, by their duly authorized officers or representatives.

5.Non-Agency. Nothing in this Agreement shall be construed to constitute either party the agent of the other or to constitute the parties as partners or members of a joint venture, nor shall any similar relationship be deemed to exist between them.

6.No Waiver. The failure of any party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.

7.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of jurisdiction of the Company, without regard to conflicts of law rules.

8.Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered in person or sent by facsimile or via a reputable international overnight courier service to the parties to the Company as first set forth above and to the Holder at the addresses set forth on the signature page hereto (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of confirmed receipt.

9.Time is of the Essence. The parties agree that time is of the essence and each party shall retain the right of specific performance of the provisions herein without posting bond.

10.Construction of Agreement. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

11.Entire Agreement, Assignability, etc. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein, and shall not be assignable by operation of law or otherwise.

12.Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect.

13. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement, and may be deemed duly executed and deemed duly delivered via facsimile.

14.Successors and Assigns. This Agreement shall be binding on the legal representatives, successors and permitted assigns of the parties hereto.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

KINGSTON MINING LIMITED
By:	/s/ Thomas Mills
	Name:	Thomas Mills
	Title:	President
HOLDER:
/s/ Lou Hilford
Lou Hilford

EX-31.1

Exhibit 31.1

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Gerald Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Kingston Mines Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

April 18, 2008

By:	/s/ Gerald Sullivan
	Name:	Gerald Sullivan
	Title:	Acting Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kingston Mines Ltd. on Form 10-QSB for the quarter ended February 29, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerald Sullivan, Acting Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 18, 2008

By:	/s/ Gerald Sullivan
	Name:	Gerald Sullivan
	Title:	Acting Principal Executive Officer and Principal Financial Officer