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Attachment 1
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED - APRIL 9, 2008
KINGSTON
MINES LTD.
(Exact
name of Registrant as specified in its charter)
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NEVADA
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000-52781
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98-0471111
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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3960
Howard Hughes Parkway, 5th
Floor
Las
Vegas, Nevada 89169
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(Address
of principal executive offices)
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(702)
990-3771
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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| Item 5.02: |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Gerald Sullivan as Chief Financial Officer and Interim President and Chief
Executive Officer
On
April
9, 2008, the Board of Directors (the “Board”) of Kingston Mines Ltd. (the
“Company”) appointed Gerald Sullivan as Chief Financial Officer and interim
President and Chief Executive Officer of the Company. Mr. Sullivan has served
as
the Chief Financial Officer and interim President and Chief Executive Officer
of
4C Controls Inc. since February of 2008 and as the President, Chief Executive
Officer and Chief Financial Officer of the Industry Leaders Fund since 1999.
Mr.
Sullivan has more than ten years of experience in highly regulated financial
reporting systems. Mr. Sullivan has also served as President and Chief
Investment Officer of Claremont Investment Partners, L.L.C. since
1997. Mr. Sullivan’s prior experience includes positions as a Senior
Management Analyst for the Atlanta Committee for the Olympic Games, as a bond
options trader for O’Connor & Associates and as a financial analyst for
Salomon Brothers Inc. Mr. Sullivan obtained his undergraduate degree from
Columbia University and holds an M.B.A. from the University of Chicago Graduate
School of Business.
During
the foreseeable future, Mr. Sullivan will serve the Company as Chief Financial
Officer and interim President and Chief Executive Officer on a part-time basis.
The Company and Mr. Sullivan have agreed that Mr. Sullivan’s compensation as an
officer of the Company will be $100,000 per annum.
Appointment
of Augustine Fou to the Board of Directors
The
Board
has appointed Dr. Augustine Fou to serve as an independent director of the
Company. Dr. Fou earned his doctorate at the Massachusetts Institute of
Technology Department of Materials Science and Engineering, with a minor
in the
Management of Technology from MIT's Sloan School of Management. Dr. Fou earned
his BS summa cum laude in Chemistry from the University of Dallas. Dr. Fou
has
served as a consultant with McKinsey & Company. In 1996 Dr. Fou founded
go-Digital Internet Consulting Group, Inc. serving clients such as IBM,
Victoria's Secret Catalogue, the Federal Reserve Bank of New York, the Norwegian
Trade Council, the Ministry of Finance of the Government of Macao, the Canadian
Consulate General, and Gouvernement du Quebec. Dr. Fou then founded Marketing
Science Consulting Group, Inc. as a marketing service and consumer insights
firm
serving clients as Pepsi, Dr Pepper / Seven Up, Frito Lay, Conde' Nast /
SELF
Magazine, Liz Claiborne / Lucky Brand Dungarees, and
Revlon.
Dr.
Fou
also serves on the board of directors of 4C Controls Inc. The controlling
shareholder of both the Company and 4C Controls Inc. is Rudana Investment Group
AG.
The
Company and Dr. Fou have agreed that Dr. Fou’s compensation will be $24,000 per
annum.
No
decisions have been made regarding any committees of the Board on which Dr.
Fou
will serve.
Resignation
of Thomas Mills
Mr.
Thomas Mills has resigned as the Company’s President, Chief Executive Officer,
Chief Financial Officer and Secretary as of April 9, 2008. Mr. Mills has not
expressed any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
| Item 8.01: |
Other
Events
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On
April
9, 2008, the Board appointed Ms. Barbara Salz to serve as the Corporate
Secretary of the Company.
#
# #
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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KINGSTON
MINES LTD.
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By:
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/s/
Gerald Sullivan
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Name: Gerald
Sullivan
Title:
Chief
Financial Officer
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Date:
April 10, 2008