**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.20549**

** **

**FORM 10-K/A**

** **

**(MarkOne)**

 

| **ý****     ANNUAL REPORT PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| **FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002**                                                                                                                                                                                                                                                                                                                               |
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| **OR**                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                          |
| **o****     ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934 (NO FEE REQUIRED)**                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                          |
| **FOR THE TRANSITION PERIOD FROM                               TO                            ** |
|                                                                                                                                                                                                                                                                                                                                                                          |
| **COMMISSION FILE NUMBER: 0-08962**                                                                                                                                                                                                                                                                                                                                           |

 

| **KENILWORTH  SYSTEMS CORPORATION**                       |
|-----------------------------------------------------------|
| (Exact name of registrant as specified in its charter)    |
|                                                      |   |   |
| **NEW YORK**                                              |   | **13-2610105** |
| (State of Incorporation)                                  |   | (I.R.S. employer identification no.) |
|                                                      |   |   |
| **185 WILLIS AVENUE, MINEOLA, NEW YORK**                  |   | **11501** |
| (Address of principal executive offices)                  |   | (Zip Code) |
|                                                      |   |   |
| **(516) 741-1352**                                        |
| (Registrant’s telephone number, including area code) |

 

| SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: |
|-------------------------------------------------------------|
|                                                        |
| **NONE**                                                    |
|                                                        |
| SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: |
|                                                        |
| **(TITLE OF CLASS)**                                        |
| Common Stock, par value $.01 per share                      |

 

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes ýNo o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section229.405 of this chapter) is not contained herein, and will not be contained, tothe best of the registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check mark whetherthe Registrant has filed all documents and reports required to be filed bySection 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent tothe distribution of securities under a plan confirmed by court. Yes ýNo o

 

The number of shares outstandingof the company’s common stock as of December 31, 2002 totaled 89,304,589shares.

 

The aggregate market value ofthe voting stock held by non-affiliates (73,571,589 shares) of the Company onMarch 22, 2003 was $13,242,886. The price at which the common stock sold on theaforesaid date was $0.18.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III which includes Item 10(Directors and Executive Officers of the Registrant), Item 11 (ExecutiveCompensation), Item 12 (Security Ownership of Certain Beneficial Owners andManagement) and Item 13 (Certain Relationships and Related Transactions) willbe incorporated in the registrant’s proxy statement to be filed within onehundred twenty (120) days of December 31, 2002, and are incorporated herein byreference thereto.

 

In addition to historicalinformation, This Annual Report on Form 10-K contains certain forward-lookingstatements and Risk Factors. We expressly disclaim any obligations onundertaking to release publicly any updates or revisions to any forward-lookingstatements contained herein to reflect any change in our expectations withregard thereto or to reflect any change in events, conditions or circumstanceson which any such forward-looking statement is based in whole or in part.Readers should amongst the other statements contained herein and future filingswith the Securities and Exchange Commission, including the Quarterly Reports onForm 10-Q to be filed, carefully review in Item 7 “Cautionary Statements forPurposes of the “Safe Harbor” Provisions of the Private Securities LitigationReform Act of 1995 and Risk Factors”. All of the Risk Factors contained thereinshould be carefully read.

 

 

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                This Form 10K/A is being submitted becauselanguage was inadvertently filed on the wrong page. The following submissioncontains Item 14 in the correct order.

 

 

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ITEM14—EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 

(a)   (1) Financial Statements

 
| Independent  Auditor’s Report                                                                                                                               |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                             |
| Consolidated  balance sheets as of December 31, 2002 and 2001                                                                                                    |
|                                                                                                                                                             |
| Consolidated  statement of operations and deficit for the periods ended December 31, 2002,  2001 and 2000                                                        |
|                                                                                                                                                             |
| Consolidated  statement of cash flows for the periods ended December 31, 2002, 2001 and  2000                                                                    |
|                                                                                                                                                             |
| Consolidated statement of changes in stockholders equity for the  periods beginning December 31, 1999, and for the years ended December 31,  2002, 2001 and 2000 |
|                                                                                                                                                             |
| Notes to  consolidated financial statements                                                                                                                      |

 

(b) On July12, 2002 Kenilworth filed an 8-K in which the Company reported the followingevent:

 

                Herbert Lindo, Chairman and President ofKenilworth Systems Corporation (“Kenilworth”) since 1972, advised the Company'sboard of Directors that on June 26, 2002 the Sheriff of Nassau County (the“Sheriff”) sold at a purported Public Auction Sale (the “Sale”) 10,333,450restricted common shares of Kenilworth Systems Corporation (the “Shares”) thathe had owned and which represented control (14% of the outstanding shares) ofKenilworth, for one thousand dollars ($1,000) or $0.000095 per share.  The Shares were sold to Tappan Zee CapitalCorp. (“Tappan Zee”).  On the date ofthe Sale the Shares had a market value in excess of nine hundred thousanddollars ($900,000).  The Sheriff seizedand sold the Shares on behalf of Tappan Zee, as a result of a claim by TappanZee in a disputed civil suit brought in the New York Supreme Court for$128,062.  Tappan Zee was both the foreclosingparty and the purchaser.

 

                Kenilworth claims that the Sheriff's AuctionSale was conducted in a fraudulent manner by (1) failing to comply with therules and regulations set forth under the Securities and Exchange CommissionAct of 1933 and 1934, as amended (The "Acts"), and (2) by failing toproperly advertise the Sale, failing to notify any or all Kenilworthshareholder's (numbering approximately 5,500), and (3) failing to register theShares with the Securities and Exchange Commission before conducting the Saleor in the absence of registering the Shares, or obtain a No-Action letter fromthe Commission permitting the Public Sale, and (4) by making an immediatedistribution of the Shares, and (5) by failing to file required notices of 13D-G as provided under the Acts.  TappanZee and its Counsel and the Sheriff's department were advised in courtdocuments and correspondence that their acts violated Federal and StateSecurities Laws, prior to the Sale.

 

                Kenilworth will seek in Federal Courts tocancel the 10,333,450 shares, which were subject of the Sheriff Auctions Sale,and seek triple damages under RICO on behalf of the shareholders of Kenilworth.

 

(c) Exhibits

 

3(1)Certificate of Incorporation and Amendments

 

3(2) By-Laws

 

21  Subsidiaries of the Registrant

 

 

 

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SIGNATURES

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
| KENILWORTH  SYSTEMS CORPORATION         |
|-----------------------------------------|
|                                    |
| By: /s/  HERBERT LINDO                  |   |
| Herbert  Lindo                          |
|                                    |
| PRESIDENT,  AND CHIEF FINANCIAL OFFICER |

 

Pursuant to the requirements ofSecurities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated.

 
| **NAME**                 |   | **TITLE** |   | **DATE**        |
|--------------------------|--------|-----------|--------|-----------------|
|                     |   |      |   |            |
| /s/ HERBERT  LINDO       |   | Director  |   | April 14,  2003 |
| Herbert  Lindo           |   |      |   |            |
|                     |   |      |   |            |
| /s/ JOYCE  CLARK         |   | Director  |   | April 14,  2003 |
| Joyce Clark              |   |      |   |            |
|                     |   |      |   |            |
| /s/ KIT WONG             |   | Director  |   | April 14,  2003 |
| Kit Wong                 |   |      |   |            |
|                     |   |      |   |            |
| /s/ GINO  SCOTTO         |   | Director  |   | April 14,  2003 |
| Gino Scotto              |   |      |   |            |
|                     |   |      |   |            |
| /s/ MAUREEN  PLOVNICK    |   | Director  |   | April 14,  2003 |
| Maureen  Plovnick        |   |      |   |            |
|                     |   |      |   |            |
| /s/ PATRICK  J. MCDEVITT |   | Director  |   | April 14, 2003  |
| Patrick J.  McDevitt     |   |      |   |            |

 

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