UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 
 FORM
10-K (Mark One) ý
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year
  Ended December 31, 2004oro
  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
  84-1641415(State of incorporation)
  (IRS 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:NONESECURITIES REGISTERED
  PURSUANT TO SECTION 12(G) OF THE ACT:(TITLE OF CLASS)Common Stock, par value
  $.01 per share


Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for 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. YesýNoo  Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.ý  Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Act). YesýNoo  The aggregate market value of the registrants Common
Stock held by non-affiliates of the registration based on the closing price as
reported on the Pink Sheet Market on March 15, 2005 was $11,300,000.  As of March 15, 2005, 141,226,245 Shares of the Registrants
Common Stock, $0.01 par value, were outstanding.  Portions of the Registrants Proxy Statement for its
2005 Annual Meeting of Stockholders to be filed not later than one hundred
twenty (120) days after the end of the fiscal year covered by this report are
incorporated by reference into Part III of this Form 10-K.  At the Annual Meeting of Shareholders held on July 17,
2002 the Shareholders approved the issuance of 20,000,000 Shares of restricted
Common Stock to Herbert Lindo, the President of the Company for having assigned
to the Company the Patent that was granted on June 10, 2003.  Titled SYSTEM
AND METHOD FOR REMOTE ROULETTE AND OTHER GAME PLAY USING GAME TABLE AT A CASINO. 
Upon Mr. Lindos request, the Shares have not been issued.  (See Part III
Item 12 Beneficial Ownership (1).)  At the regular meeting of the Board of Directors of
the Company held on December 1, 2004 at which all six (6) members of the Board
of Directors were present, the Directors (with Herbert Lindo, the Chairman and
President abstaining) unanimously voted to issue 25,000,000 shares of restricted
Common Stock to Herbert Lindo for having assigned in October 2003 to the
Company, the Patent which is pending titled METHOD AND SYSTEM FOR SUPPLYING
FUNDS TO A TERMINAL FOR REMOTE WAGERING (lottery terminals).  Upon Mr. Lindos request, the shares have not
been issued (see Part III Item 12 Beneficial Ownership (1)).   2


TABLE OF CONTENTS  PART
  1ITEM 1
  
  Description of Business
  4ITEM 2
  
  Properties
  16ITEM 3
  
  Legal Proceedings
  16ITEM 4
  
  Submission of Matters
  to a Vote of Security Holders
  16PART
  IIITEM 5
  
  Market Prices of the
  Companys Common Stock and Related Stock Holder Matters
  17ITEM 6
  
  Selected Financial Data
  18ITEM 7
  
  Management Discussions and Analysis of
  Financial Condition and Results of Operations (Contains Risk Factors)
  19ITEM 8
  
  Financial Statements
  and Supplementary Data
  22ITEM 9
  
  Changes and
  Disagreements with Accountants on Accounting and Financial Disclosure
  22ITEM 9A
  
  Controls and Procedures
  22PART
  IIIITEM 10
  
  Directors and Executive
  Officers of the Registrant
  23ITEM 11
  
  Executive Compensation
  25ITEM 12
  
  Security Ownership of Certain Beneficial
  Owner and Management and Related Stockholders Matters
  26ITEM 13
  
  Certain Relationships and Related
  Transactions
  27ITEM 14
  
  Principal Accountant
  Fees and Services
  27PART
  IVITEM 15
  
  Exhibits, Financial
  Statement Schedules and Reports on Form 8-K
  30Subsequent Events
  42   FORWARD LOOKING
STATEMENTS  In addition to historical information, This Annual
Report on Form 10-K contains certain forward-looking statements and Risk
Factors. We expressly disclaim any obligations on undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations with regard thereto or to
reflect any change in events, conditions or circumstances on which any such
forward-looking statement is based in whole or in part.  Readers
should amongst the other statements contained herein and future filings with
the Securities and Exchange Commission, including the Quarterly Reports on Form
10-Q to be filed, carefully review in Item 7 the following: Cautionary
Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995 and Risk Factors. All of the Risk
Factors contained therein should be carefully read.  INTRODUCTORY NOTE
TO PART IV  The Consolidated Financial Statements for this Annual
Report on Form 10-K for the year ended December 31, 2004, include the results
of the restatement of the financial results for the calendar years 2001, 2002
and 2003 as  a Development Stage
Corporation, ordered by the Securities and Exchange Commission.  3


PART I  ITEM 1DESCRIPTION OF
BUSINESS  THE COMPANY  Kenilworth Systems Corporation, hereinafter referred
to as Kenilworth, the Company or we, was incorporated on April 25,
1968 under the laws of the State of New York. 
Kenilworth has been a publicly traded Company since 1968 formerly on the
National NASDAQ Market, presently on the OTC Pink Sheet Market since emerging
from Bankruptcy Proceedings in September 1998. 
Kenilworth is now being presented as a Development Stage Company.  GENERAL  Since early in the year 2000 we have been solely engaged in developing
patents, markets and investigating how best to obtain Governmental approvals,
by engaging lobbyists and consultants that would allow television satellite and
cable subscribers throughout the industrialized world to play and wager along
with live, in-progress casino table games (Roulette, Craps, Baccarat and more)
from strictly regulated casinos located in the United States and other
locations around the world.  Employing the latest encrypted satellite and cable technology and
placing television cameras in strategic locations above the casino table games,
without disrupting the normal game-monitoring activities, (a separate control
room would direct the various camera angles), and transmitting the table games
over the digital satellite and digital cable networks to television sets (TVs),
which become a platform for playing along with the casino games wherever TVs
are located.  Kenilworth titled the overall proposed project Roulabette.  There are 120 million TV subscribers in the
United States and more than 300 million subscribers throughout the rest of the
world (The Market).  On average,
households in the U.S. have 2 1⁄2 TVs. 
(It is important since the satellite and cable companies will charge a
separate fee for transmitting the table games). 
Public gathering places can accommodate (be able to network) up to 200
TV sets with a simple satellite receiving dish or direct cable connections.  With wagering possible in homes, hotel rooms,
resort rooms, pubs, restaurants, race tracks and other public gathering places
the Company believes will become a more than $500 billion net winMarket
within five (5) years throughout the industrialized world.  To best market the casino games, the Company is selecting lotteries
throughout the world to manage and operate the distribution and cash handling
(deposits to play and paying winnings) using the lotteries existing databases
for the sale of lottery tickets, and paying winnings at regular lottery
licensed terminal locations.  All forty one (41) lotteries in the United States are owned and
operated by County and State agencies. 
Throughout the rest of the world lotteries are owned by government
agencies or non profit charitable agencies that distribute the net earnings to
benefit social and charitable programs, or by private entities that pay a
percentage of their net win to designated government agencies.  These foreign lotteries also have the same databases as lotteries in
the United States, except most lotteries throughout Europe pool their lotteries
between countries, not unlike Mega Millions and PowerBall in the United States,
which makes the distribution simpler and very cost effective for both
Kenilworth and the lotteries.  There are no technical breakthroughs required.  The technology is readily available.  What is needed is to get through the maze of
Local, County, State and Federal regulations in each U.S. State and foreign
countries.  When the first State in the
United States grants the Company permission to transmit the broadcast from one
of its casinos to their residents and to States that do not have any casinos,
(the entire East coast of the United States), the other forty (40) States with
lotteries will join expeditiously.   4


The lotteries will receive forty percent (40%) of the net win without costs of any kind. In addition, the States
general fund will receive five percent (5%) of the net win, also without costs of any kind.  In States that designate exclusively lottery proceeds to schools and
their teachers it is a welcome contribution. 
In other States it will close budget gaps.  In addition, throughout the United States there are five hundred (500)
facilities that simulcast live in-progress horse/dog races.  At all facilities there are several large TV
screens that show the races from the different tracks with general theater type
seating for patrons and at private cubicles with television sets outfitted with
touch screens.  The cubicles rent for
additional fees.  After players open an
account and select pin numbers, they can watch each race offered on the
different tracks on the TV and place wagers on the different races by simply
changing channels.  The players may also
watch sporting events, the news, the Stock market reports, and in the near
future Roulabette, live, in-progress casino table games.  The simulcast centers have their own
databases to manage the cash deposit and pay winnings on the horse/dog races
and will be able to manage the casino games, on the same methods as the
lotteries will manage Roulabette.  With fifty
to one hundred (50-100) private TVs, available in simulcast centers,
especially at night, when fewer tracks are operating.  When playing along with live table games from a highly
regulated jurisdiction, players will be assured that the game results are
exactly what they see; and, playing along with live casino table games such as
Roulette, Craps and Baccarat we believe will provide interaction, fun and far
more excitement than playing make believe animated (virtual) games. It is the
next best thing, we believe, to actually being at the table in the casino.  To conduct the initial broadcast Kenilworth believes
it will require ten million dollars ($10,000,000) and there are no assurances
we will ever be able to obtain any of such money. At present, the Company does
not have the funds readily available but hopes to obtain same, from investors,
as soon as Kenilworth can commence broadcasting from a casino in the United
States or other casinos throughout the world.  In prior years, Kenilworth completed a prototype
system that allowed casino patrons to play along with live in-progress casino
table games only within the confines of a casino,
via closed circuit television. Also in 1990, we developed and delivered for the
TAB (Totalizator Agency Board) a quasy government agency of the State of
Victoria, Australia, a cashless slot machine system. Both systems required
debit cards and central mainframe computers to manage the wagers. By making use
of the expertise applied in the development of the aforementioned systems we
plan to develop a second-generation system that will manage the wagers by the microprocessor
installed in TV set-top boxes to receive satellite broadcasts. This as planned
would allow a player in an interactive manner, at a remote location (outside
the casino confines), to experience the actual play and excitement at the
casino table game and to make wagers on the various games, without having to be
physically present at the casino or casino table.  There are no assurances
we will be able to successfully develop any system.  The proposed Roulabette system also will provide
Roulabette terminals that may be placed in resorts, racetracks or other
gathering places which consists of a personal computer (PC) with two (2)
monitors.  One (1) monitor will display the live in-progress casino table
game play as well as advertising.  The second, which will be outfitted
with a touch screen, allows a player to place wagers directly over the games
displayed on the first monitor.  It will also have a variable denomination
bill acceptor and a bar code ticket dispenser.  Both monitors will be
housed in an attractive enclosure. The Roulabette terminal will be the size of
a typical low boy slot machine (desk top height).  Each terminal would
be self-sufficient, manages wagers from $0.25 to $100.00 or the equivalent in most
any currency, and receives the table game play via simulcast digital satellite
TV transmissions (with dish antennas) or local digital cable connection from
legally operating casinos throughout the industrialized world.  Where authorized, hotels, resorts clubs and other
public gathering places will be able to offer casino table game action in their
establishments without incurring the costs to operate a casino. The Roulabette   5


terminal is expected to offer an alternative to slot
machine players. There are now believed to be more than ten (10) million slot
machines played throughout the world.  Kenilworth will seek to promote to state lotteries and
foreign jurisdictions, and other state regulated entities, the ability to
operate websites that will manage the wagers. The program will ask state
legislatures to amend their lottery horse/dog racing and OTB legislation to
include Roulabette wagering or promulgate new legislation. There are no
assurances that the necessary approvals will be granted.  We believe there are powerful arguments for state
legislatures to amend their Lottery Acts to include Play Along with
Roulabette Live. Lottery revenue is gradually decreasing in every state.
Thirty-two (32) states and the District of Columbia are pooling their lottery prizes
with the PowerBall and Big Game national lotteries. In most of these
states, the state lottery finds it difficult to obtain sufficient numbers of
players to make up a minimum weekly lottery prize of one million dollars
($1,000,000). In most states, the revenue from lottery play benefits education.
States need something more attractive to restore revenue. With Play Along with
Roulabette Live, there is interaction, excitement and fun. All which we
believe may be at much better odds than may be offered by the lotteries. The
lotteries can establish maximum wagers daily, weekly and monthly limits, and
monitor compulsive gamblers, and almost prevent 100% of the underaged from
wagering on Roulabette by use of lottery terminals to make deposits in cash to
wager along.  Project Roulabette is a concept intended to be built
and there can be no assurances that it will ever be built.  The Patented microprocessors to be installed
in the TV set top boxes have not been designed. 
We have as at December 31, 2004, no agreement, customers except for
proposals submitted for future business and there can be no assurances that we will
ever have same.  Features
Archive This
following feature has been prepared by the groupe of Sorbonne Universitys DESSCommunication
Audiovisuelle in Paris, France under the direction of Julien Favre.  FOCUSCasino table game broadcast live on TV, and interactive!
by Julien Favre, Chief Editor, iTVi  Subscribers to digital satellite and cable programs
will soon be able to bet as they watch live, in-progress casino table game
action, thanks to a new (a patented) system developed by Kenilworth Systems Corporation
that will involve States lotteries...  Bet As
You Watch Casino  The Bet As You Watch Casino service will be deployed
in conjunction with States Lotteries. Digital TV subscribers will go to their
local lottery agents and buy an admission ticket. The ticket will allow them
to access the interactive service.  The service will consist of television simulcast
broadcasts of live in-progress casino table game action. Viewers will be able
to bet exactly as they were in the casino playing at the table.  The program will include Hollywood entertainment and
commentators (much like commentators of sporting events) in order to assist
players with the rules and strategies of the games.  Distribution  The
first viewers to access the service will probably be Asians. Kenilworth is
presently actively exploring casino broadcast sites to the Asian market, which
has twice as many digital satellite subscribers than the U.S. and U.K.
combined.  6


A highly
regulated initiative  Exclusively licensing lotteries and their operators
for the cash deposits required for wagering on the programs will assist
Kenilworth in its efforts to make sure the under aged wont participate in the
casino action. Lottery Terminal Operators must observe the minimum age laws
under criminal penalty.  A special effort will also be made to identify
compulsive gamblers. By monitoring all wagering action, the system will be able
to identify problematic gamblers and limit or shut down their obsessive gambling
habits.  Business
model  Revenues from the admission tickets will be split
between Kenilworth and the State lotteries, OTB offices and Race track owners.  Technology  Kenilworth has been granted a U.S. Patent for the
interactive television wagering system in June 2003, which Patent has also been
filed in forty-nine (49) countries including China and Russia.  The Patent was assigned to the Company when it was
pending in 2000 by its inventor Herbert Lindo.  A second Patent which is pending titled Method and
Systems for Supplying Funds to a Terminal for Remote Wagering which Patents
the use of lottery terminals to manage Roulabette wagers, also invented by
Herbert Lindo and assigned to Kenilworth in 2003.  Kenilworths technology involves a microprocessor that
is incorporated in the TV set top box used by the viewer to receive the digital
satellite broadcasts. The microprocessor manages the wagers.  Once play along in homes and other public gathering
places has started, we intend to introduce casino games such as limited
tournament play. For twenty-five dollars ($25.00), players would be able to
sign up with their respective lottery operators and make up to thirty (30)
wagers on any table game. The individual that wins the most money during a
specific tournament game period may win as much as a million dollars
($1,000,000) in addition to their game play win. As more interactive play along
with casino games develops throughout the world, the prizes can be increased
and multiplied. The limited tournament play games can be scheduled more than
once a day, during specific hours of the day, on specific days or nights of the
week or once or twice a month. Actual live experience will determine
scheduling.  The gaming industry is comprised primarily of five (5)
service industries: (1) traditional pari-mutuel wagering on horse and dog
racing; (2) casino, Indian Reservations, and riverboat gambling; (3) lotteries;
(4) charitable organization gambling (Bingo and Las Vegas Nights); and (5)
Sports book.  Kenilworth intends to operate primarily in the casino
segment.  KENILWORTH
MANIFEST  (The
Manifest contains forward-looking statementswhich is based upon our
beliefs and
expectations of which there can be no assurances.See Risk Factors
contained in Item 7)  Casino gambling throughout the world, in every form,
is on the increase.  Most jurisdictions need the revenue from gambling to
balance their budgets or increase their tax collection.  Recently a
newspaper report published in the Wall Street Journal in March 2004 indicated
that nineteen (19) states are exploring to use gambling to raise funding needed
for schools and other tax relief.   7


Kenilworth Systems Corporation expects to be able to
provide, of which there can be no assurances, simulcast gaming worldwide,
giving everyone the opportunity of playing a casino table game as if they were
on the floor of a major casinos.  This project would provide all of the
benefits and actual excitement of playing in a casino as actually being at the
casino.   Gaming enthusiasts will welcome the chance to place wagers
on live in-progress casino table games, whether they are at a local tavern,
hotel, resort, racetrack or other public gathering place, or at home. 
Kenilworth hopes to be able to lead the industry in this arena, and its Patent
and Patent pending and its technology we believe would allow all of this to
happen of which there can be no assurances.  Our proposed system has the potential to replace the
existing one thousand (1,000) foreign virtual gambling websites now in play,
which garnished more than eight (8) billion dollars from U.S. citizens in 2004 and
is expected to increase to ten to twelve (10-12) billion dollars in 2005, violating
the 1961 Wire Act without paying any U.S. taxes.  We expect that players
will prefer to Play Along with a Live Casino Game versus a virtual make
believe game, assisting the U.S. Attorney Generals Office curbing illegal
wagering in the United States by foreign website operators that entice the
public into wagering illegally.  Initially, the proposed broadcasts will be of
Roulette, Craps and Baccarat games.  We may franchise the simulcast which may allow
broadcasts to jurisdictions that have approved gaming regulations.  Kenilworth will offer to share a percentage of its
worldwide net winnings with the state, and other foreign jurisdictions, and the
appropriate sponsoring casinos.  All franchisees will be required to make the
broadcasts available to digital satellite and digital cable subscribers in
their jurisdictions.   Kenilworth, as part of its marketing plan,
will supply the appropriate TV, cable, and interactive equipment (for betting
terminals) to the franchisee.  The various Regulatory Authorities will monitor all
franchisees of the Kenilworth System.  A violation of their regulations by
a franchisee may result in a termination of the franchise.  For Play Along With Roulabette, Live a franchisee
will be required to provide the at home player with the ability to deposit
funds into their pre-paid gambling accounts anytime, and on the spur of the
moment.  We hope to provide Licensed Betting Offices
(bookmakers) in Europe, lottery operators and OTB offices in the U.S., to
manage the wagering accounts for at home players.  They will be able to
accept last minute deposits.  In jurisdictions, which have lottery
terminals in place, arrangements will be made with the lottery to accept
instant deposits and pay winners, using the lottery terminals as the managing
device.  A player will simply mark a ticket with his/her Set
Top Box and TV set Identification Number, together with the amount to be
deposited.  From that point on, the procedure is the same as selecting
lottery numbers.  A winner can be paid using the reverse procedure.  Betting offices and lottery terminal providers will
either share in the net win managed by each, or be paid a fixed commission for
the amount deposited.  Where authorized, hotels, resorts, clubs, pubs,
racetracks and other public gathering places (the site) will be able to offer
casino table game action in their establishments without incurring casino
operating costs.  At our expense, we will place Roulabette terminals
and/or advanced PDAs at the site, enabling wagering via the sites television
sets.  It may be that in order for hotels not to be required
to obtain casino licenses to offer Roulabette, they may have to limit the
wagering to minimal amounts, so as to qualify the games as entertainment for
registered hotel guests.  Resort gaming we believe will establish a trend
for the entire hotel industry.   8


In the event a substantial amount is won by a player,
Kenilworth will make payment to the winner, via money wire transfer to the
establishment within twenty-four (24) hours.  Kenilworth will establish a
worldwide cash cage for winning payments; or, a guarantee of payment by a well-recognized
international bank.  In August 2002, the Attorney General of the
United States Office informed the Nevada Gaming Control Board (Chairman and
Commissioner Dennis Neilander, Esq.) that Internet wagering is in violation of
the 1961 Wire Act and, therefore, cannot be permitted in the United States or
transmitted from the United States to other countries in the world. 
Previously, the Nevada State Legislature had approved Internet gambling
(February 2001) subject to the approval by the U.S. Attorney Generals
office.  Nevada is the only state that approved Internet gambling. 
Most states have outlawed Internet gambling. Others have taken no action.  Our proposed simulcast, via digital satellites, will
not use a wire transmission and communication facility. We are not within the
constraints of the Internet gambling interdiction.  Our broadcast is
similar to horseracing and sporting events, where the simulcast is transmitted
via satellites to the various satellite dish subscribers, and then downloaded
to cable companies.  Licensed Betting Offices, OTB offices and racetracks
that offer out of state horse racing would pick up the satellite broadcasts
with their own dish antennas.  We believe broadcasting casino play action
via satellite transmission within state boundaries does not violate the Federal
1961 Wire Act.  We further believe it will be permitted by the Interstate
Horseracing Act of 1978, USC 300, Et. Seq.  There can be no assurances of
the foregoing.  In prior years, the House of Representatives voted and
passed the Internet Gambling Enforcement Act, which bans credit and debit
cards, checks, Western Union type wire transmission and all other means of
transferring money for use in connection with Internet Wagering. Since the
Senate did not approve a companion Bill, the House and Senate must pass the
legislation again in 2004/5.  We believe there appears to be an
anti-Internet gambling sentiment in Congress and passage by both houses appears
certain.  Our method is distinct, as players using our system, unlike the
Internet, will be subject to state casino regulations and will not be permitted
to use credit or debit cards. We believe there are no U.S. prohibitions to
simulcast live action of casino games as long as the wagers are placed and
wagered within the state.  In our proposed worldwide plans, wagers would be
placed with Licensed Betting Offices and lottery terminal operators.  They
would be only permitted to accept cash at their offices or lottery terminal
locations.  Currently, they would be obliged to make sure that no one
underage places or collects wagers on horseracing, sporting events or the
lottery.  The same would apply when they accept wagers or pay winnings on
our live simulcast broadcasts.  We believe, although there can be no assurances,
that our system is simple and almost 100% foolproof.  Initially our proposed simulcast will be for
entertainment purposes only and will start with broadcast emanating from
casinos in the United States and delivered to foreign jurisdictions that permit
our type of casino gambling. Our proposed broadcasts may actually contain live
entertainment produced in Hollywood.  Thirty (30) minutes of gambling,
then thirty (30) minutes of entertainment, then thirty (30) minutes of gambling
and then back to entertainment.  The entertainment would be inserted the
same as commercials are presented on TV shows. 
Kenilworth has been able to engage CenterStaging Musical Productions,
Inc. of Burbank, California to provide the entertainment content for Roulabette
broadcasts.  We believe the proposed broadcast does not require any
sophisticated electronics; only the acceptance by the satellite and cable
operators and the approval of the Federal Communications Commission.  We
have been unofficially advised that, for entertainment only (no wagering), our
broadcasts will be classified the same as any program now being broadcast via
the networks.  For gambling, we will require an FCC license, which we
would have to obtain (simulcasting of horse racing requires an FCC license).   9


LOGICAL
QUESTIONS: (The following is
a series of some questions, and what we believe, without
assurances, are our answers to them.)  (1.)Why arent major casinos in
Nevada and Atlantic City that have substantial resources, and the casino table
games, competing with us?  The answer is simple.  They are casino
operators.  If they, even by accident, have a minor playing along with
their broadcasts, or commit any other violation, they could lose their Nevada
or Atlantic City and other state Casino or foreign licenses.  Establishing
a subsidiary for their transmissions does not absolve them from the
violation.  Kenilworth is not a licensed
casino operator.  Kenilworth holds the U.S. Patents for remote
casino wagering and depositing cash funds to and they would only be able to
operate under our license.  Sharing
profits with non-licensees is a violation of the Nevada Gaming Control Act.  Further, if we ever commence broadcasting from Las
Vegas or Atlantic City, we plan to broadcast from casinos in rotation, in order
that each casino will have the opportunity, on certain days, to broadcast
during prime time.  When we manage the broadcast in their casino, we will
make use of the same crewin the communication room (4 technicians, 24 hours a
day, 7 days a week).  We believe that casino centers would fare better in
accepting a percentage of our net win, which they would receive without any
operating costs.  Net win is determined before deduction of expenses. 
Its a term used to collect taxes on gambling revenue (table drop) before
operating expenses.  In Europe, and now in some states in the U.S., this
tax amounts to an average of twenty percent (20%), with minimum annual taxes of
up to one hundred million dollars ($100,000,000).  We propose to offer a percentage of our net win to any
state.  On a worldwide basis revenue could reach, in the not too distant
future, in the five hundred billion dollar range ($500 billion).  That
could earn billions of dollars annually to participating jurisdictions. 
Law enforcement agencies estimate that Americans wagered $380 billion in 2001
on sporting events (mostly illegally).  Our proposed system can be
regulated and controlled (unlike Internet sites).  (2.)Why wouldnt the U.S. Congress
also prevent simulcasting of live casino table games, like it has with Internet
gambling?  The Interstate Horse Racing Act of 1978 permits
simulcasts of races via satellite transmission between states, which are then
downloaded to cable systems.  Horse and sporting club owners are
traditional and substantial contributors to House and Senate campaigns. 
It is big business that we believe would have to be abolished if our proposed
simulcasts are outlawed.  The probability of its abolition is remote.  (3.)What will happen if non-casino or
casino operators attempt to compete with us?  If they do, they run the risk of an injunction and
incurring triple damages.  The U.S. Patent titled SYSTEM AND METHOD FOR
REMOTE ROULETTE AND OTHER GAME PLAY USING GAME TABLE AT A CASINO for remote
live in-progress casino play was issued on June 10, 2003 to Kenilworth and has
been filed for approval in forty-nine (49) industrialized countries including
Russia and China.  (4.)Will there be opposition by
Nevada casino operators?  The past has proven to the Nevada casino industry that
as more casinos are built in the United States (we believe there are now more
than nine hundred [900] casinos outside of Nevada), more visitors come to
Nevada. Our worldwide broadcasts would substantially enhance the overall demand
to visit Las Vegas or any other state or jurisdiction that permits our
broadcasts, and to other casinos from which we will broadcast.   10


SUMMARY:  (1.)          Kenilworths
business presently is solely in the planning stage. We plan to engage in the
development, manufacturing, marketing of an operation entitled Roulabette.
Roulabette would allow casino patrons and other players to play along with
live in-progress casino table games such as Roulette, Craps andBaccarat and more via digital satellite
and digital cable television broadcasts (simulcasts) emanating from strictly
regulated casinos located in the United States and other locations around the
world, to self-sufficient computer terminals dubbed Roulabette and digital
satellite and cable TV set top boxes. The Roulabette terminal is a proposal
intended to be built and there can be no assurances that it will ever be
built.  The microprocessors to be installed in the TV set top boxes have
not been designed. We have as at December 31, 2004, no agreements, customers or
proposals for any future business and there can be no assurances that we will
ever have same. Reference is also made to
each of the Risk Factors that are set forth in Item 7.  (2.)          Our
Roulabette terminals, wherever they would be placed in bars, resorts, hotels,
racetracks, etc. will only be leased to the operators by the leasing company,
which we will engage for that purpose.  If a terminal cannot meet the
minimum revenue necessary to pay the monthly leasing charges, it will be moved
to another location.  By placing Roulabette terminals at horse race
tracks, which also offer slot machines, we will be transforming them into
complete casinos, without the inherent start up and operating costs.  (3.)          We
believe the thousand virtual casino websites via the Internet obtain sixty
percent (60%) of their annual revenue from customers in the U.S.  Although Internet gambling is outlawed, we believe it
is presently not very well enforced by the U.S. Justice Department.  Much
of the opposition in Congress against Internet gambling stems from the fact
that the websites are not legitimate, and may even be used for money
laundering.  Further, the websites do not effectively prevent minors and
underage college students from wagering.  Approximately one hundred (100)
entities control the thousand websites. When one site experiences losses, it is
shut down and another site is created.  We expect that a majority of these
sites will shut down because of our simulcasts, thus directly reducing the
number of sites, which need to be policed.  Simulcast broadcasts of digital satellite and digital
cable transmissions around the world must meet, and will be supervised by, the
regulations by the gaming authorities of the broadcasting casino and the
jurisdiction, which receives the broadcast.  We believe the supervision
will not be difficult to enforce, because all simulcast wagering is cash only,
from regulated, supervised betting sites.  There are no wire money transfers
with banks and no credit or debit cards permitted.  We believe this fact
should ease any opposition from concerned citizens and anti-gambling groups, as
regulation and enforcement responsibility will be vested in each individual
state (or foreign jurisdiction).  We believe Kenilworth was the first to use color
personal computers (PCs) to replace electromechanical slot machines
(1988).  We provided the software for the first Tabaret located at the
Menzie at the Rialto in Melbourne, Australia, which opened in
November 1990.  This consisted of cashless, variable denomination and
multiple game virtual PATs (Player Activated Terminals).   Prior
thereto Kenilworth sponsored, with the assistance of three Nevada casino
operators, legislation to permit cashless wagering in the state of
Nevada.  The legislation, which is in the form of an amendment to existing
casino control statutes, permits the use of account cards (debit cards) and was
signed into law by Governor Richard H. Bryan on June 13, 1985.  Kenilworth has been a publicly traded Company since
1968. Prior to commencing its endeavors into its proposed business in 1988, it
provided security systems to Nuclear Electric Generating Plants in the U.S. and
foreign countries, as well as time/attendance systems at a major department
store chain.  MARKETING STRATEGY/SALES PLAN  Our marketing strategy consists of developing the
Roulabette terminal and the Roulabette broadcasts. We estimate at this time,
that we will need at least approximately ten million dollars ($10,000,000) for   11


promoting the Roulabette concept. We do not have this
money nor do we have any agreements or understanding to procure this money. We
may never get this money. If we do obtain this money, it may not be sufficient.
Further, should such monies be available it may not be available on terms
satisfactory to Kenilworth or it may be available on such terms that
substantially dilute the interest of existing shareholders. If we obtain this money,
we will need substantial additional funds for the proposed marketing plan and
there can be no assurances that such funds will ever be available to allow
Kenilworth to engage in business on a profitable basis.  At the present time, we do not have any technically
oriented employees who will be able to develop Roulabette. It will be
necessary for us to obtain personnel qualified and with the expertise to
develop Roulabette. We would require six (6) additional employees and several
consultants and there can be no assurances of our being able to obtain any
necessary personnel. There can be no assurances of the availability of any such
employees and consultants.  The Company will outsource the development of
Roulabette and the microprocessors for the TV set top boxes.  In the United States Kenilworth hopes to refrain from
using the Worldwide Web (WWW) Internet to manage wagers from individuals
outside of the casino confines. Legislators have voiced strong objections to
having their constituents gamble one-on-one against computers located in
Europe, Russia and on Caribbean islands, totally unregulated. In Roulabette,
the play-along broadcast emanates from casinos that are regulated by strict and
comprehensive rules and state and jurisdiction regulations, enforced by gaming
control regulators and everybody plays along with the same live table game.
There is a world of difference between playing in a virtual make believe casino
compared with an actual casino.  For the reasons stated, Kenilworth will ask state
lotteries, Off-Track Betting (OTB) corporations, pari-mutuel race tracks, and
other state and federal regulated agencies to manage the wagers from
individuals playing along on their PCs and their television sets using
interactive TV set top boxes that convert regular television sets into
minicomputers within their state or jurisdiction. There can be no assurances
that we will be able to obtain any arrangement with any of these entities or
that they would be on suitable terms.  The individuals would have to pre-deposit funds into
an account with the wager management company and then place wagers with their
credit balance. The wagers and running balances will be transmitted to the
Roulabette players PC and/or television sets with telephone lines not
crossing any state lines, similar in principle to telephone accounts wagering
offered by the New York State Off-Track Betting Corporation and the state of
Nevada casino sports book and recently with remote purchase of lottery tickets
in many states within the United States.  After we obtain permission to play Roulabette of
which there can be no assurances,  in a given state and engages a wager
management organization in order to promote digital satellite and interactive
television to the states residents, Kenilworth would install the eighteen (18)
inch dish antenna and converter box required to receive digital TV programming
and interactive TV at its own cost, if the subscriber opens a Roulabette
wagering account for two hundred dollars ($200). In addition, Kenilworth would
pay the monthly subscription fees to view all digital TV programming offered
and the Internet service provider (ISP) subscription fee if the customer wagers
at least one hundred twenty dollars ($120) each monthwin, lose, or drawmakes
no difference.  In states with approved lottery and/or other gambling
legislation, we plan to introduce Roulabette terminals to hotels, clubs
(similar to card clubs in California) and resorts, to provide upscale gathering
places for tourists and local residents. Charitable organizations that are
permitted to conduct Nevada Nights and Bingo games may wish to offer
Roulabette gaming on a more permanent basis. To receivethe broadcast signal, all that would be
required is an eighteen (18) inch dish TV antenna and distribution equipment.
The Roulabette terminals are intended to be self-sufficient and accept dollar
bills (or script, to control the amount an individual is allowed to wager in
one day or other time period). We plan to lease all the equipment necessary to
participants for a share of the profits.  To gain approval for our Roulabette-style gambling in
jurisdictions that have not approved any gambling legislation, Kenilworth
proposes to engage lobbyists to introduce, promote, and obtain legislative
approval   12


to permit Roulabette-style gambling. Our strategy is
to find depressed resort areas and have the resort/hotel operators convince
their local politicians of the benefits to their business and the local
economies and request them to promote legislative approval, either state-wide
or limited to their areas. Riverboat gambling started to rehabilitate decaying
waterfronts. Roulabette can do the same in depressed economic areas.  No
assurances can be given that we can obtain any such approvals.  When the live casino TV broadcasts are beamed for
global viewing, Kenilworth will seek out similar organizations, as proposed for
the United States and betting shops and slot route operators that can provide
the servicing of individual accounts and placement of Roulabette terminals in
hotels, clubs, pubs, racetracks, etc. In all instances, we plan to offer only
profit sharing arrangements to franchisees, which will require leasing all the
equipment necessary to the franchisee, to discourage competition.  In overseas installations, wherever permitted,
Kenilworth will make use of the WWW Internet only to manage the wagers, and
only in jurisdictions that permit the data collection of the gambler not for
the live broadcast.  Kenilworth presently has engaged lobbyists in four (4)
states at an annual cost of four hundred eighty four thousand dollars
($484,000).  In the event a substantial amount is won by a player,
Kenilworth will make payment to the winner, via money wire transfer to the
establishment which managed the wager within twenty-four (24) hours.  Kenilworth will establish a worldwide cage
for winning payments; or, a guarantee payment by a well-recognized
international bank.  COMPETITION  Many segments of the gaming industry are characterized
by intense competition, with a large number of companies offering the same type
of wagering products and services. None of these companies at present are
believed to offer the same or similar equipment or systems as intended by
Roulabette. The most likely competition will come from slot machine
manufacturers who could relatively quickly adapt slot machines to play along
with live casino table games. We believe there are three (3) major slot machine
manufacturers in the world, all of which have vastly greater capital resources
and substantially more personnel than the Company and may have under
development systems that directly compete with Roulabette.  Our present plans are to broadcast the live casino
table games from companies that own casinos throughout the industrialized
world. Other casino owners may start their own broadcasts and have their own
terminals manufactured that compete with Kenilworth after Kenilworth has done
all its pioneering for play-along wagering.  PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY  Our most important assets are Patents we have acquired
and Roulabette related trademarks and service marks.  The Patent granted on June 10, 2003 titled SYSTEM
AND METHOD FOR REMOTE ROULABETTE AND OTHER GAME PLAY USING GAME TABLE AT A
CASINO and Patent Application filed October 15, 2003, entitled METHOD AND
SYSTEM FOR SUPPLYING FUNDS TO A TERMINAL FOR REMOTE WAGERING, trademarks
ROULABETTE, PLAY ALONG WITH NEVADA, LIVE, ROULABETTE PLAY CARD as in
pre-marked cards similar to lottery cards to select number in each game, used
with terminals ROULABETTE SWIPE CARD to activate set-top boxes to play
Roulabette and PLAY ALONG WITH ROULABETTE, LIVE.  GOVERNMENT REGULATIONS  Kenilworth has no licenses from any casino regulating
authorities and may not require any casino licenses at the present time and may
never become able to obtain any licenses that may be required in the future.
Each state has its own regulations, and in states where Kenilworth does
business, Kenilworth will have to comply with these regulations and there can
be no assurances that it will be able to do so or obtain the   13


necessary license in an applicable jurisdiction. The
following discussion is not necessarily complete, or current regarding laws and
regulations that may be applicable to us.  Any present laws are also
subject to future change, amendment or cancellation.  New
Jersey  In order to sell its Roulabette wagering systems from
casinos in New Jersey, Kenilworth must be licensed by the New Jersey Casino
Control Commission (CCC) in accordance with the New Jersey Casino Control Act
as a manufacturer and distributor of gaming equipment. We will have to make
arrangements to apply for licensing in New Jersey. The New Jersey Commission
may require that persons holding in excess of five percent (5%) of the publicly
traded equity securities of Kenilworth qualify under the Casino Control Act.
Any beneficial holder of the voting securities owned may be required to file an
application, be investigated, and have his qualifications determined if the CCC
has reason to believe that such ownership may be inconsistent with the declared
policies of the Casino Control Act.  Nevada  The manufacture and distribution of gaming devices in
Nevada are subject to the Nevada Gaming Control Act (the Nevada Act), and to licensing
and regulatory control by the State Gaming Control Board and various local,
city and county regulatory agencies (collectively, the Nevada Gaming
Regulators). The laws, regulations and supervisory procedures of the Nevada
Gaming Regulators are based upon declarations of public policy which are
concerned with, among other things, (i) the character of persons having any
direct or indirect involvement with gaming, (ii) application of appropriate
accounting practices and procedures, (iii) maintenance of internal fiscal
affairs and the safeguarding of assets and revenues, (iv) record keeping and
reporting to the Nevada Gaming Regulators, (v) fair operations of games, and
(vi) the raising of revenues through taxation and licensing fees.  No publicly traded corporation is eligible to apply
for, or hold gaming licenses in Nevada. A publicly traded corporation may be
registered and found suitable to acquire or to hold an interest in a corporate
subsidiary, which holds such gaming licenses. Before Kenilworth may do business
in Nevada, it will have to register with the Nevada Gaming Regulators as a
publicly traded holding company and found suitable to hold an interest in a
licensed subsidiary. After an investigation is completed, licensing may take
ninety (90) days or more. No proceeds from the public sale of securities by a
registered holding company may be used to acquire, construct, operate, or
finance gaming facilities in Nevada or to retire or extend obligations incurred
for such purposes unless the public offering of those securities has been
approved by the Nevada Gaming Regulators.  The Nevada Gaming Regulators may require any
individual who has a material relationship with it to be investigated and
licensed or found suitable. Any person who acquired five percent (5%) or more
of Kenilworths securities must report the acquisition to the Nevada Gaming
Regulators. Any person who becomes a beneficial owner of ten percent (10%) or
more of Kenilworths securities must apply for a finding of suitability. The Nevada
Regulators have the power to investigate any security holder of Kenilworth.  If Kenilworth registers as a publicly traded holding
company, the Nevada Gaming Regulators would have the power, at any time, to
require the Companys stock certificates to bear a legend indicating that the
stock is subject to the Nevada Gaming Control Act and the regulations of the
Nevada Gaming Regulators. The Nevada Gaming Regulators, through the power to
regulate licensees and otherwise under Nevada law, would have the power to
impose additional restrictions on the holders of Kenilworths securities at any
time.  Federal  The Federal Gambling Devices Act of 1962 (the Federal
Act) makes it unlawful for a person to manufacture, deliver, or receive gaming
machines, gaming machine type devices and components thereof across interstate
lines unless that person has first registered with the Attorney General of the
United States.   14


In addition, various record keeping and equipment
identification requirements are imposed by the Federal Act. Violations of the
Federal Act may result in seizure or forfeiture of equipment, as well as other
penalties.  Other
Regulations  The manufacture, distribution, sale, and use of slot
machines is controlled by state and federal law, which may also apply to our
Roulabette gaming terminals. Certain foreign countries permit the importation,
sale, or operation of slot machines. Where importation is permitted, some
countries prohibit or restrict the payout feature of the traditional slot
machine or limit the operation of slot machines to a controlled number of
casinos or casino-like locations. Certain of these jurisdictions also require
the licensing of gaming devices. Our Roulabette terminals may be considered
similar to slot machines and may have to meet these regulations.  FABRICATION/ASSEMBLY OPERATION  When we start to market the Roulabette Wagering
System, of which there can be no assurances, we plan to engage sub-contractors
to assemble/manufacture the terminals from standard or specially manufactured
(to our specifications) electronic, TV, and other components purchased from
vendors or manufactured by subcontractors.  EMPLOYEES  Kenilworth at present has five (5) full time
employees. Four (4) perform administrative work and one (1) other works on
research related to casino wagering and marketing around the world in addition
to the officers that manage the affairs of the Company. The Company has engaged
consultants to assist us in the Asian market and that may manage the proposed
satellite transmission programs, and others that may assist in the marketing of
Roulabette broadcasts throughout the industrialized world.  Kenilworth maintains medical insurance for its
employees, who do not contribute to the costs of the Plan.  BACKLOG  We do not have any backlog.  ITEM 2PROPERTIES  Kenilworth leases two thousand (2,000) square feet in
an office building paying ($2,500) per month rent pursuant to a three (3) year
lease commenced in June 2003.  ITEM 3LEGAL PROCEEDINGS  Since emerging from Chapter 7 Bankruptcy Proceedings
on September 23, 1998, Kenilworth has not been involved in any significant
legal proceedings.   ITEM 4SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS  Not applicable.   15


EXECUTIVE OFFICERS
OF THE REGISTRANT  The names, ages and positions held by each of
Kenilworths directors and executive officers are as follows:  NAME
  
  AGE
  
  OFFICES AND
  POSITIONS HELD
  
  FIRST ELECTED
  OFFICER OF
  KENILWORTHHERBERT LINDO
  
  79
  
  PRESIDENT,CHAIRMAN
  OF THE BOARD AND CHIEF FINANCIAL OFFICER
  
  1972GINO SCOTTO
  
  35
  
  CHIEF
  EXECUTIVE OFFICER AND DIRECTOR
  
  2001MAUREEN PLOVNICK
  
  38
  
  CORPORATE
  SECRETARY, VICE PRESIDENT AND DIRECTOR
  
  2000JOYCE CLARK
  
  68
  
  VICE
  PRESIDENT AND DIRECTOR
  
  1998KIT WONG
  
  75
  
  VICE
  PRESIDENT AND DIRECTOR
  
  1999PATRICK J. MC DEVITT
  
  63
  
  VICE
  PRESIDENT AND DIRECTOR
  
  2001ANDREW HIRKO
  
  28
  
  VICE
  PRESIDENT
  
  2004CHRISTOPHER JENKINS
  
  23
  
  VICE
  PRESIDENT
  
  2004  All of the above Executive Officers and Directors have
been elected to serve until the next Annual Meeting of Shareholders or until
their respective successors are elected and qualified. The Board presently
anticipates that the next Shareholders Meeting will be held in May 2005.      16


PART II  ITEM 5 MARKET PRICES OF
THE COMPANYS COMMON STOCK AND RELATED STOCKHOLDER MATTERS  (a) Kenilworth emerged from Bankruptcy Proceedings in
September of 1998, its Common Stock which had been trading on the NASDAQ
National Market, resumed trading on the OTC Pink Sheets under the old trading
symbol KENS. The following table sets forth high and low closing sales prices
for our Common Stock, as reported on the OTC Pink Sheets.  LOW
  
  HIGH2003January 1, 2003Through March 31, 2003
  
  $
  .05
  
  $
  .215April 1, 2003Through June 30, 2003
  
  $
  .08
  
  $
  .19July 1, 2003Through September 30, 2003
  
  $
  .0575
  
  $
  .20October 1, 2003Through December 31, 2003
  
  $
  .038
  
  $
  .1182004January 1, 2004Through March 31, 2004
  
  $
  0.45
  
  $
  0.071April 1, 2004Through June 30, 2004
  
  $
  0.33
  
  $
  0.125July 1, 2004Through September 30, 2004
  
  $
  0.165
  
  $
  0.065October 1, 2004Through December 31, 2004
  
  $
  0.155
  
  $
  0.082005January 1, 2005Through March 15, 2005
  
  $
  0.28
  
  $
  0.105  (b)  Holders. There were approximately eight
thousand (8,000) holders of record of Common Stock of Kenilworth as of
March 15, 2005.  (c)  Dividends. Kenilworth has not paid any
dividends on its Common Stock. We plan to apply any earnings it achieves to
expansion of the business and does not expect to pay any dividends in the
foreseeable future.  (d)  No underwriters were involved in the sale of
the unregistered Convertible Promissory Notes.  Exemption from
registration is claimed under Section 4(2) of the SEC Act of 1933 as
amended.  The proceeds from the sale of all unregistered securities have
all been used for working capital.    17


(e)  Equity Compensation Plan Information  The following table summarizes the equity compensation
plans under which Kenilworth Systems Corporation common stock may be issued as
of December 31, 2004.  (a)
  Number of securities
  to be issued upon
  exercise of outstanding
  options
  
  (b)
  Weighted-average
  exercise price of
  outstanding options,
  warrants and rights
  
  (c)
  Number of securities
  remaining available
  for future issuance
  under equity
  compensation plans
  (excluding securities
  reflected in column (a))Plan
  CategoryEquity compensation plans approved by security
  holders
  
  6,000,000
  
  $
  1.00
  
  4,000,000  ITEM 6SELECTED FINANCIAL
DATA  The following table summarizes certain selected
financial data and is qualified by reference to, and should be read in
conjunction with, the Consolidated Financial Statements and related Notes
thereto and with Managements Discussion and Analysis of Financial Condition
and Results of Operations included elsewhere herein.  Selected Financial Data for the five (5) years ended
December 31, 2004, are as Follows:  SUMMARY OF
OPERATIONS  2004
  
  2003
  
  2002
  
  2001
  
  2000
  
  PERIOD FROM SEPTEMBER 28, 1998 TO DECEMBER 31, 2004Net sales from
  operations
  
  $
  0
  
  $
  0
  
  $
  0
  
  $
  0
  
  $
  0
  
  $
  0Other incomeNet Loss
  
  $
  1,434,361
  
  $
  832,168
  
  $
  660,289
  
  $
  421,491
  
  $
  136,589
  
  $
  7,816,873Loss per common
  share
  
  $
  0.010
  
  $
  0.008
  
  $
  .007
  
  $
  .005
  
  $
  .002
  
  $
  .112Loss per common
  share-diluted
  
  $
  0.010
  
  $
  0.008
  
  $
  .007
  
  $
  .005
  
  $
  .002
  
  $
  .110Consolidated
  Balance Sheet Data:Total assets
  
  $
  789,795
  
  $
  593,038
  
  $
  225,878
  
  $
  120,811
  
  $
  47,859
  
  $
  1,802,413Total liabilities
  
  $
  180,107
  
  $
  274,346
  
  $
  107,458
  
  $
  100,730
  
  $
  28,365
  
  619,160Stockholders
  equity
  
  $
  609,688
  
  $
  318,692
  
  $
  148,420
  
  $
  20,081
  
  $
  19,494
  
  $
  1,151,620  ITEM 7 MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The discussion following should be read in conjunction
with, and is qualified in its entirety by, the consolidated financial
statements and the notes therto included elsewhere in this Annual Report on
Form 10-K. (A) RESULTS OF OPERATIONS  Since we emerged from bankruptcy proceedings on
September 28, 1998, we have had no revenues from operations, and therefore
sustained losses from general administration expenses amounting to $1,434,361
in 2004, $832,168 in 2003 and $660,289 in 2002. Kenilworth has had no revenues
from operations during the   18


past thirteen (13) years and there can be no
assurances that it will ever have revenues from present planned operations.  (B) LIQUIDITY AND CAPITAL RESOURCES  Kenilworth has not conducted any business and
operations since 1991. At December 31, 2004 our working capital was
$157,260. In Kenilworths present state of operation to formulate a viable
business plan, Kenilworth requires little funding to continue this planning. We
have been dependant upon the resources of its President who receives no
compensation and funds received from private investors. Totaling $1,049,500 in
2004, $406,000 in 2003 and $520,000 in 2002.  In addition the Company
issued restricted Common Stock for services rendered primarily to consultants
and for legal services totaling $1,330,122 for 15,447,000 shares in 2004,
$596,440 for 7,395,558 shares in 2003 and $498,627 for 10,411,355 shares in
2002.  Our present plans are to develop a wagering system
titled Roulabette that would allow patrons all over the industrialized world
to view and wager on live casino table games on terminals placed in hotels,
resorts, bars and other public gathering places and in homes and offices on
personal computers (PCs) or television sets connected to set top boxes for
Interactive TV via digital satellite and digital cable broadcasts emanating
from strictly regulated casinos.  At present we do not have sufficient
liquidity and capital resources to develop our business or to remain in
business and we may never have such resources.  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND RISK
FACTORS  The information contained in this Form 10-K and
Kenilworths other filings with the Securities Exchange Commission contain forward-
looking statements within the meaning of section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and is subject to the safe harbors created thereby. Such
information involves important risks and uncertainties.  Forward-Looking Statements  The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. Certain information included in this
Annual Report on this FORM 10-K contains statements that are forward-looking,
including, but not limited to, statements relating to our business strategy and
development activities as well as other capital spending, financing sources,
the effects of regulation (including gaming and tax regulations), expectations
concerning future operations, margins, profitability and competition. Any
statements contained in this FORM 10-K that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, in some cases, you can identify forward-looking
statements by terminology such as may, will, should, would, could, believe,
expect, anticipate, estimate, intend, plan, continue or the
negative of these terms or other comparable terminology. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may differ
from those expressed in any forward-looking statements made by us. These risks
and uncertainties include, but are not limited to, our lack of recent operating
history, our dependence on Herbert Lindo, our Chairman and President who is
nearly eighty (80) years old and existing management, general domestic or
international economic conditions, pending or future legal proceedings, changes
in federal or state tax laws or the administration of such laws, changes in
gaming laws or regulations (including the legalization of gaming in certain
jurisdictions), applications for licenses and approvals under applicable
jurisdictional laws and regulations (including gaming laws and
regulations).  You should not place undue
reliance on any forward-looking statements, which are based only on information
currently available to us. We undertake no obligation to publicly release any
revisions to such forward-looking statements to reflect events or circumstances
after the date of this 10-K report for the year ended December 31, 2004.    19


RISK
FACTORS  NO
OPERATING HISTORY  We have had no revenues from operations since 1991. We
emerged from bankruptcy proceedings in 1998 without assets and liabilities. We
have had no revenues from operations since then and we may never have any
revenues from operations in the future, which
may result in the termination of our business.  WE HAVE
NO WORKING CAPITAL  As of December 31, 2004 the working capital of
Kenilworth is $ 157,260. This will not enable Kenilworth to achieve any of its
planned operations. There can be no assurances that Kenilworth will ever have
sufficient working capital to engage in its planned operations.  Although we have been able to obtain working
capital from investors that purchase Convertible Promissory Notes and by
issuing restricted Common Shares for services rendered.  OUR
BUSINESS IS ONLY IN THE PLANNING STAGE  Kenilworths business presently is solely in the
planning stage. We plan to engage in the development, manufacturing, and
marketing of an operation entitled Roulabette. Roulabette would allow casino
patrons and other players to play along with live in-progress casino table
games such as Roulette, Craps and Baccarat and more via digital satellite and
digital cable television broadcasts (simulcasts) emanating from strictly
regulated casinos located in the United States and other locations around the
world, to self-sufficient computer terminals dubbed Roulabette and digital
satellite and cable TV set top boxes. The Roulabette terminal is a proposal
intended to be built and there can be no assurances that it will ever be
built.  The microprocessors to be installed in the TV set top boxes have
not been designed. We have as at December 31, 2004, no agreements, customers or
proposals for any future business and there can be no assurances that we will
ever have same.  WE NEED
AT LEAST TEN MILLION DOLLARS ($10,000,000)  In order to commence to develop the Roulabette
terminal and the Roulabette broadcasts, we estimate at this time, that we will
need at least approximately ten million dollars ($10,000,000). We do not have
this money nor do we have any agreements or understanding to procure this
money. We may never get this money. If we do obtain this money, it may not be
sufficient. Further, should such monies be available it may not be available on
terms satisfactory to Kenilworth or it may be available on such terms that
substantially dilute the interest of existing shareholders. If we obtain this
money, we will need substantial additional funds for the proposed marketing
plan and there can be no assurances that such funds will ever be available to
allow Kenilworth to engage in business on a profitable basis.   OUR
BUSINESS IS SUBJECT TO OUR ABILITY TO OBTAIN AND RETAIN KEY PERSONNEL  At the present time, we do not have any employees who
will be able to develop Roulabette. It will be necessary for us to obtain
personnel qualified and with the expertise to develop Roulabette. We believe
at this time we would require initially six (6) additional employees and
several consultants. There can be no assurances of the availability of any such
employees and consultants.  The Company expects to outsource the
development of Roulabette and the microprocessors for the TV set top
boxes.  No assurances can be given that the Company will be able to do
this successfully.  WE ARE
DEPENDANT UPON OUR PRESIDENT  Kenilworth has been dependant upon the services of its
president Herbert Lindo who is seventy-nine (79) years old. Herbert Lindo has
performed his services during the past thirteen (13) years without
compensation. Should Kenilworth procure working capital, there can be no
assurances that he will continue to work without receiving compensation. There
also can be no assurances of Herbert Lindos continued   20


availability.  We believe without assurances that
present management is capable to continue our present plans in the event that
Herbert Lindo is not available.  RAPID
CHANGES IN TECHNOLOGY  The technology and Roulabette in general is subject
to rapid change. Kenilworth will need to maintain an ongoing research and
development effort of which there can be no assurances of success or
availability of funds.  Additionally, there can be no assurances that the
development of technologies and products by competitors will not render the
Kenilworths products or technologies non-competitive or obsolete.  WE ARE
ENGAGED IN A HIGHLY COMPETITIVE INDUSTRY  Our business is subject to significant competition. Competition
exists from larger companies that possess substantially greater technical,
financial, sales and marketing resources that Kenilworth presently possesses.
Such competition is expected to increase. Such increased competition may have a
material adverse effect on Kenilworths ability to successfully market its
products.  WE WERE
GRANTED A PATENT FOR THE VARIOUS ASPECTS OF SIMULCAST WAGERING  On June 10, 2003, the U.S. patent for the various
aspects of wagering on live in-progress casino table games, was granted by the
U.S. Patent Office to Herbert Lindo, the Inventor and which Patent was assigned
by Herbert Lindo to the Company in August 2000.  We filed the Patent for
approval in forty-nine (49) countries in the industrialized world including Russia
and China. There can be no assurances that foreign patents will be issued and
the challenges will not be instituted against the validity or enforceability of
our patent.  Herbert Lindo also filed a Patent in the U.S. Patent Offices
in June 2003 to use lottery terminals to accept deposits for wagers placed with
the TV set top boxes, which has also been assigned to the Company by Herbert
Lindo, in June 2003.  OUR
ROULABETTE TERMINALS ARE SUBJECT TO VARIOUS FEDERAL, STATE, LOCAL AND FOREIGN
JURISDICTION LAWS AND REGULATIONS  The use of Roulabette may be subject to various
federal, state and local laws and regulations both in the United States and
foreign countries. There can be no assurances that we will ever be able to
obtain licenses or permits necessary to conduct our business or that we will be
able to comply with these applicable laws and regulations.  The Roulabette system is planned to allow casino patrons
and other players to play along with live, in- progress casino table games such
as Roulette, Craps and Baccarat and more via digital satellite television and
digital cable programming emanating from regulated casinos. There can be no
assurances that casino operators will ever participate in Kenilworths
business.  OUR
OFFICERS AND DIRECTORS WILL HAVE SIGNIFICANT CONTROL OVER US AND
MAY APPROVE OR REJECT MATTERS CONTRARY TO A VOTE OF OUR SHAREHOLDERS  Our executive officers and directors together with their
affiliates beneficially own a significant percentage of our outstanding common
stock. These stockholders, if acting together, will be able to significantly
influence all matters requiring approval by our stockholders including the
election of directors and the approval of mergers or similar transactions even
if the stockholders disagree.  SHARES
ELIGIBLE FOR FUTURE SALE COULD CAUSE OUR STOCK PRICE TO FALL  If our stockholders sell substantial amounts of our
common stock in the public market, the market price of our common stock could
fall. As of March 15, 2005 we had 141,226,245 shares of Common Stock outstanding
of which approximately 100,000,000 are eligible for sale by our Shareholders
under Rule 144 of the Securities Act of 1933 as amended or are otherwise
registered for sale.   21


WE DO
NOT INTEND TO PAY DIVIDENDS  We are not able to pay any dividends because we have
no funds available to do so. Even if we had funds available, we do not intend
or declare to pay any dividends on our common stock in the near future.  ITEM 8FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA  The financial statements, the accompanying notes are
filed as part of this Report annexed at the end of this report.  See ITEM
15.  ITEM 9CHANGES AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  The Companys prior year auditors discontinued their
business during 2002.  The auditor for 2003 was a single practitioner, who
died.  The Companys new Independent
Auditors, Demetrius & Company, LLC. restated the Annual Reports for the periods
ended December 31, 2001, 2002 and 2003 as A Development Stage Company as
ordered by the Securities and Exchange Commission.  The restatements were
reviewed by Demetrius & Company, LLC. and are included with the audited
financials for the year ended December 31, 2004.  ITEM 9ACONTROLS AND
PROCEDURES  a.)Disclosure Controls
and Procedures  The Company has evaluated, under the supervision
and with the participation of the Companys management including the Companys
Chairman and Chief Executive Officer along with the Companys Chief Financial
Officer who is the President, the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15 (e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act) as of the end
of the period covered by this Report.  Because of the inherent limitations
in all control systems evaluation of controls can provide only reasonable
assurance that all control issues and instances of fraud, if any, within the
Company have been detected.  However, based on that evaluation, the
Companys Chairman and Chief Executive Officer along with the Companys Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures were effective as of the end of the period covered by this Report at
a reasonable assurance level.  b.)Changes in Internal
Control over Financial Reporting  There was no change in the Companys internal control
over financial reporting that occurred during the annual period ending December
31, 2004, that has materially affected, or is reasonably likely to materially
affect the Companys internal control over financial reporting.   22


PART III  ITEM 10 - DIRECTORS AND
EXECUTIVE OFFICERS OF THE REGISTRANT   Name
  
  Age
  
  PositionHerbert Lindo
  
  79
  
  Director, Chairman of
  the Board, President, Treasurer, and Chief Financial OfficerGino Scotto
  
  35
  
  Director and Chief
  Executive OfficerMaureen Plovnick
  
  38
  
  Director, Corporate
  Secretary and Vice PresidentJoyce Clark
  
  68
  
  Director, Financial
  Officer and Vice PresidentKit Wong
  
  75
  
  Director and Vice PresidentPatrick J. Mc Devitt
  
  63
  
  Director and Vice PresidentAndrew Hirko
  
  28
  
  Vice PresidentChristopher Jenkins
  
  26
  
  Vice President  Herbert Lindo has been President, Treasurer and Chief
Financial Officer of Kenilworth since 1972. Since Kenilworths emergence from
bankruptcy, he has also served as Chief Executive Officer until July 17, 2002
when Gino Scotto was elected to that office.  Mr. Lindo devotes his full
time to the business of Kenilworth.  Gino Scotto has been the financial officer of Scotto
Brothers a national hospitality, restaurant and hotel owner/operator for the
past 5 years. He recently resigned from Scotto Brothers, to devote more time to
managing the affairs of the Company. He was elected a Director and Chief
Executive Officer on July 17, 2002.  Mr. Scotto devotes only part of his
time to the business of Kenilworth.  Maureen Plovnick was elected the Corporate Secretary
in August 2001 and a Director in October 2002. Mrs. Plovnick is a 1989 graduate
of Fordham University and holds a Bachelor of Science degree in Marketing with
minors in both Psychology and Sociology. Before joining the Company, Mrs.
Plovnick was employed in her profession by Fortunoff and The Hyman
Companies.  Mrs. Plovnick devotes her full time to the business of
Kenilworth.  Kit Y. Wong has served as a Director of Kenilworth
since 1999. He is part owner and operator of several Chinese restaurants in the
New York metropolitan area.  Mr. Wong devotes only a portion of his time to
the business of Kenilworth.  Patrick J. McDevitt has been a licensed representative
for Securities firms for the past five (5) years. H retired in 2003 from the
Securities business and will, in the very near future, devote all of his time
as a Vice President of Marketing for the Company.  Mr. McDevitt devotes
only a portion of his time to the business of Kenilworth at this time.  Joyce D. Clark has served as a Director of Kenilworth
since 1998. Since 1991 she has served as controller of Long Island Wholesalers
Inc., a wholesale door manufacturer. She is also the sister of Betty S.
Svandrlik, the former Corporate Secretary, who is engaged in business as a
medical transcriber. Joyce D. Clark is the ex-wife of Herbert Lindo, they
divorced in 1980.   Mrs. Clark devotes only a portion of her time to
the business of Kenilworth.  23


Andrew Hirko, Mr. Lindos grandson, joined the Company
on February 1, 2004.  He is a graduate
from Stony Brook University and holds a B.S. in Economics.  Mr. Hirko devotes his full time to the
business of Kenilworth.  Christopher Jenkins is the stepson of Mr. Lindo.  He joined the Company on February 1,
2004.  He is a graduate with honors from
Pratt Institute.  He is continuing his studies
for his Masters Degree.  Mr. Jenkins
devotes his full time to the business of Kenilworth.  DIRECTORS IN OTHER PUBLIC
COMPANIES  NONE  CRIMINAL/BANKRUPTCY/SEC
VIOLATIONS WITHIN THE LAST FIVE (5) YEARS  NONE  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE  Section 16(a) of the Securities Exchange Act of 1934
requires Kenilworths Executive Officers and Directors, and persons who
beneficially own more than ten percent (10%) of our Common Stock, to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission. Executive Officers, Directors and greater
than ten percent (10%) beneficial owners are required by SEC regulations to
furnish us with copies of all Section 16(a) forms they file.  Based solely on representations from our Executive
Officers and Directors, we believe that during the fiscal year ended December
31, 2004, all Section 16(a) filing requirements applicable to our Executive
Officers, Directors and greater than ten percent (10%) beneficial owners were
complied with.  AUDIT COMMITTEE AND CHARTER  The following Charter has been adopted with respect to
an Audit Committee.  We have not,
however, at this  time appointed an
Audit Committee.  The Audit Committee of the Board of Directors
(the Audit Committee) shall have the responsibility to assist the Board of
Directors in fulfilling its fiduciary and other obligations with respect to
accounting and financial matters. Specifically, and without limiting the
generality of the foregoing, the Audit Committee shall:  The Audit Committee will be comprised of at least
three (3) Independent Directors.  1.)            Review
the adequacy and effectiveness of the Companys system of internal financial
controls and accounting practices to achieve reliability and integrity in the
Companys financial statements, and initiate such examinations of such controls
and practices as the Audit Committee deems advisable.  2.)            Review
the qualification, performance and independence of the Companys independent
auditors and recommend independent auditors for appointment annually by the
Board of Directors.  3.)            Prior
to the commencement of the Companys annual external audit, review with the
Companys independent auditors the scope of their audit function and estimated
audit fees.  4.)            Subsequent
to the completion of the Companys annual external audit, review the report and
recommendations of the independent auditors with the independent auditors and
the Companys management.   24


5.)            Review
the annual and quarterly consolidated financial statements of the company and
other financial disclosures of the Company and the accounting principles being
applied in such statements and disclosures.  6.)            Review
the authority and duties of the Companys chief financial officer and chief
accounting officer and the performance by each of them of their respective
duties.  7.)            Review
the insurance programs for the Company including professional malpractice,
general liability, director and officer liability and property insurance, and
the insurers carrying the Companys insurance.  8.)            Oversee
the establishment and thereafter periodically review a corporate code of
conduct and the Companys policies on ethical business practices.  9.)            Prior
to public release, review with management and the Independent Accountants, the
financial results for the prior year including the Companys annual report on
Form 10-K.  10.)          Review
the committees charter annually and revise as appropriate.  11.)          Meet
with the Chief Financial Officer and the Independent Accountants, in separate
executive sessions, to discuss any matters that the committee or these groups
believe should be considered privately.  12.)Take such other actions concerning the
Companys accounting and financial functions as the Committee deems appropriate
with respect to the matters described above.  Code of
Ethics  The Registrant has not yet adopted a written formal
Code of Ethics. However, the Registrants Officers intend to comply with all
honest and ethical requirements including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in reports and
documents that the Registrant files with or submits to the Securities and
Exchange Commission and in other public communications made by the Registrant;
compliance with applicable governmental laws, rules and regulations; prompt
internal reporting of any violations of the foregoing to an appropriate person
and accountability for adherence of the foregoing.  A formal Code of
Ethics is expected to be adopted shortly.  It will be filed with the
Securities and Exchange Commission.  ITEM 11  EXECUTIVE
COMPENSATION  a.)The following table sets forth the
exercise of options and SARs during the fiscal year ended December 31,
2003.   Aggregated
Option/SAR Exercises in Last Fiscal Year And FY-End
Option/SAR Values  Name
  
  Shares acquired
  on exercise (#)
  
  Value realized($)
  
  Number
  of
  securities
  underlying unexercised options/
  SARS at
  FY-end (#)
  exercisable
  /
  unexercisable
  
  Value of unexercised
  in- the-money options
  SARS at FY-end($)
  exercisable /
  unexercisableHerbert Lindo
  
  0
  
  0
  
  5,000,000
  
  0Maureen Plovnick
  
  0
  
  0
  
  1,000,000
  
  0   25


No options or SARs were granted or exercised during the
year ended December 31, 2004.  b.)           The
Registrant has no employment agreements with any of its Executive Officers or Directors.  c.)            The
Registrant has no compensation committee at this time.  d.)           Stock
Performance Graph is not applicable.   TOTAL
RETURN TO SHAREHOLDERS (DIVIDENDS
REINVESTED MONTHLY)  Kenilworth has not declared a dividend since its
inception in 1968.  e.)            The
following table sets forth the total compensation of the President and each
Executive Officer of Kenilworth whose total salary and bonus exceeds $100,000.   SUMMARY
COMPENSATION TABLE  Annual Compensation
  
  Long term compensationAwards
  
  PayoutName and
  principal
  position
  
  Year
  
  Salary
  ($)
  
  Bonus ($)
  
  Other
  annual compen- sation($)
  
  Restricted
  stock award(s)($)
  
  Securities
  underlying options/
  SARS (#)
  
  LTIP
  payouts ($)
  
  All
  other compen- sation($)Herbert Lindo
  
  2004
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  02003
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  02002
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  02001
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0  Herbert Lindo received no compensation during the past
four (4) years and no Executive Officer received any compensation in excess of
$100,000 during the past three (3) fiscal years.  ITEM 12  SECURITY
OWNERSHIP OF CETAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS  The following table sets forth as of March 15, 2005
the ownership with respect to each Executive Officer and Director and each
person known to own beneficially more than five percent (5%) of the Companys
Common Stock.  The information provided in the table is based on
Kenilworths records, information filed with the Securities and Exchange
Commission and information provided to Kenilworth, except where otherwise
noted.  The number of shares beneficially owned by each
person, Director or Executive Officer is determined under rules of the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose.  Under such
rules, beneficial ownership includes any shares as to which the individual has
the right to acquire as of May 31, 2005 (60 days after March 31, 2005) through
the exercise of any stock option or other right.  Unless otherwise
indicated, each person has sole voting and investment power (or shares such
powers with his spouse) with respect to the shares set forth in the following
table.   26


BENEFICIAL
OWNERSHIP TABLE  NAME AND ADDRESS OF
  BENEFICIAL OWNER
  
  TITLE OF CLASS
  
  AMOUNT AND
  NATURE OF
  BENEFICIAL
  OWNERSHIP (1)
  
  PERCENT OF
  CLASS (1)Herbert Lindo (1)
  
  Common
  Stock
  
  50,000,000
  
  26.1
  %185 Willis Avenue
  
  $0.01
  par valueMineola, NY 11501Gino Scotto (3)
  
  Common
  Stock
  
  9,000,000
  
  4.7
  %1500 Old Country Road
  
  $0.01
  par valuePlainview, NY 11803The total number of shares beneficially owned by all Directors and
  Executive Officers
  
  Common
  Stock
  $0.01 par value
  
  8,200,000
  
  4.2
  %67,200,000
  
  35.0
  %   1.)At the Annual Meeting of Shareholders held on May 28,
2003 the Shareholders approved the issuance of twenty million (20,000,000)
restricted Common Shares of the Company to Herbert Lindo, the Inventor of U.S.
Patent 6,575,834 B1 dated June 10, 2003 entitled SYSTEM AND METHOD FOR REMOTE
ROULETTE AND OTHER GAME PLAY USING GAME TABLE AT A CASINO for having assigned
the Patent to Kenilworth.  The twenty million (20,000,000) shares are
listed as to be issued in this report on Form 10-K.  The five million
(5,000,000) shares grant pursuant to the Companys Performance and Equity
Incentive Plan have not been exercised.  The delay of issuing the twenty
million (20,000,000) shares is by Mr. Lindos request.  2.)At the regular meeting of the Board of Directors of
the Company held on December 1, 2004 at which all six (6) members of the Board
of Directors were present, the Directors (with Herbert Lindo, the Chairman and
President abstaining) unanimously voted to issue 25,000,000 shares of
Restricted Common Stock to Herbert Lindo for having assigned in October 2003 to
the Company, the Patent which is pending titled METHOD AND SYSTEM FOR
SUPPLYING FUNDS TO A TERMINAL FOR REMOTE WAGERING (lottery terminals).  Upon Mr. Lindos request, the shares have not
been issued, since all shares to be issued to Mr. Lindo may be issued
immediately the Company considers the shares as beneficial ownership.  3.)Includes shares owned by the members of Mr. Gino
Scottos family.  ITEM 13  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS  NONE  ITEM 14  PRINCIPAL
ACCOUNTANT FEES AND SERVICES  The Company has appointed Demetrius & Company,
LLC. as Independent Auditors for the fiscal year ending December 31, 2004 and
to restate the Companys financials as A Development Stage Company as directed
by the SEC.  Representatives of Demetrius & Company, LLC. are expected
to be present at the annual meeting and will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond
to appropriate questions.   27


Fees
Incurred by Kenilworth  Fees for professional services provided by the Companys
Independent Auditor, Demetrius & Company, LLC. are:  2004
  
  2003
  
  2002
  
  2001Audit Fees
  
  $
  75,000
  
  N/A
  
  $
  10,000
  
  $
  50,000  Audit fees are for professional services rendered in
connection with the audit of the Companys annual financial statements, the
review of its quarterly financial statements and the restatements of the years
2002, 2003 and 2004 as A Development Stage Company.  The Independent
Auditor for fiscal year 2004 and a different Independent Auditor for fiscal
year 2002 did not provide any other services to the Company including Income
Tax Reviews since the Company did not have any income producing revenue or
other income since emerging from bankruptcy proceedings in September 1998.  The Company has no Audit Committee.  PART IV  ITEM 15EXHIBITS,
FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K  (a)           (1)
Financial Statements  Consolidated balance sheets as of December 31, 2004 and 2003Consolidated statement of operations and deficit for the periods
  ended December 31, 2004, 2003 
  and 2002  Consolidated statement of cash flows for the periods ended
  December 31, 2004, 2003 and 2002Consolidated statement of changes in stockholders equity the years
  ended December 31, 2004, 2003
  and 2002Notes to consolidated financial statements  (b)On July 12, 2002 Kenilworth filed an
8-K in which the Company reported the following event:  Herbert Lindo, Chairman
and President of Kenilworth Systems Corporation (Kenilworth) since 1972,
advised the Companys Board of Directors that on June 26, 2002 the Sheriff
of Nassau County (the Sheriff) sold at a purported Public Auction Sale (the Sale)
10,333,450 restricted common shares of Kenilworth Systems Corporation (the Shares)
that he had owned and which represented control (14% of the outstanding shares)
of Kenilworth, for one thousand dollars ($1,000) or $0.000095 per share. 
The Shares were sold to Tappan Zee Capital Corp. (Tappan Zee).  On the
date of the Sale the Shares had a market value of nine hundred thirty thousand
ten dollars and fifty cents ($930,010.50).  The Sheriff seized and sold
the Shares on behalf of Tappan Zee, as a result of a claim by Tappan Zee in a
disputed civil suit brought in the New York Supreme Court for $128,062. 
Tappan Zee was both the foreclosing party and the purchaser.  Herbert
Lindo owned Real Estate at the time valued in excess of $128,062 which the Sheriff
could have seized instead of the Kenilworth Shares.  Kenilworth claims that
the Sheriffs Auction Sale was conducted in a fraudulent manner by (1) failing
to comply with the rules and regulations set forth under the Securities and
Exchange Commission Act of 1933 and 1934, as amended (The Acts) the New York
State Securities Laws, and (2) by failing to properly advertise the Sale,
failing to notify any or all Kenilworth shareholders (numbering approximately
5,500), and (3) failing to register the Restricted Shares with the Securities
and Exchange Commission before conducting the Sale or in the absence of
registering the Shares, obtain a No-Action letter from the   28


Commission permitting the Public Sale, and (4) by
making an immediate distribution of the Restricted Shares, and (5) by
concluding the auction sale despite only one (1) bidder that appeared and bid
only one thousand dollars  ($1,000) for all the shares when the market
value of the 10,333,450 shares was nine hundred thirty thousand ten dollars and
fifty cents ($930,010.50).  He should have adjourned the auction and then
advertise the auction sale in appropriate newspapers that quoted Kenilworth Systems
Corporation shares which has traded since 1968 under the trading symbol KENS
on organized exchanges NASDAQ and OTC, and (6) by failing to file required
notices of 13 D-G as provided under the Acts.  Tappan Zee and its Counsel
and the Sheriffs department were advised in court documents and correspondence
that their acts violated Federal and State Securities Laws and of the existence
of the Real Property, prior to the Sale.  By the attorneys for Tappan Zees
failure to seize the Real Property owned by Herbert Lindo raises the question
of complicity to take control of Kenilworth instead of satisfying a disputed
claim for $128,062.  Kenilworth or Herbert
Lindo, as an individual will seek in Federal or State Courts to cancel 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, the
damaged parties.  Herbert Lindo and
Kenilworth have not commenced any proceedings against the Sheriffs Office of
Nassau County and Tappan Zee and the attorneys representations Tappan Zee
since we believe that the Statue for Security Fraud does not expire until June
26, 2007 or possibly 2009.  At the this time, the
Company does not wish to spend the substantial funds required to commence the
action nor does Mr. Lindo have the time, at present, to assist in any law suit
Kenilworth may institute on behalf of its Shareholders.  Kenilworth will
distribute the proceeds, if any, from any settlement or court award to the
Shareholders that owned Kenilworth Common Stock on or before June 26, 2002.  In June 2003, the Madison
Bank of Blue Bell, Pennsylvania returned two million (2,000,000) of the wrong
fully distributed shares by Tappan Zee for cancellation to American Stock
Transfer and Trust Company, Kenilworths Stock Transfer Agents.  Since the
Madison Bank was complicent with Tappan Zee in the   fraudulent
seizure and auction of the shares, neither Herbert Lindo nor Kenilworth issued
general releases to the Madison Bank, although the subsequent Madison Bank and
Kenilworth Agreement provided for the releases.  The Company was desirous
of having the two million (2,000,000) shares returned, reducing the claim
against the Nassau County Sheriffs Department and for future free distribution
to Kenilworths shareholders on record on June 26, 2002 which were not made
aware by the Sheriff of the Auction Sale.    29


ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K  (c)           Exhibits  3.1
  
  Amended Certificate of
  Incorporation, incorporated by reference to exhibit 3.1 to the Registrants
  Annual Report on Form 10-K for the fiscal year ended December 31, 2001.10.2
  
  Kenilworth Systems
  Corporation Performance and Equity Incentive Plan incorporated by reference
  to the exhibit 10.2 to the Registrants Annual Report on form 10-K for the
  fiscal year ended December 31, 2000.10.8
  
  Three (3) year lease
  with Police Benevolent Association (PBA) of Nassau County for office space at
  185 Willis Avenue, Mineola, NY 11501 ending June 30, 2006 for approximately
  two thousand (2,000) square feet for two thousand five hundred dollars
  ($2,500) per month.22.1
  
  Subsidiaries of the
  Registrant:Video Wagering Systems CorporationRoulabette Nevada CorporationKenilworth Systems Nevada CorporationKenilworth U.K. Ltd.Kenilworth Satellite Broadcasting Corporation, a
  Delaware Corporation22.2
  
  Consent of Demetrius
  & Company, LLC. Independent Auditor.31.1
  
  Certification of Chief
  Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
  of 1934.31.2
  
  Certification of Chief
  Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
  of 1934.32.1.1
  
  Certification of the
  Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
  
  Certification of the
  Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.REPORT ON FORM 8-KOn July 15, 2004 the
  Company reported on FORM 8-K the change of the Registrant Independent
  Certifying Accountant for the year ended December 31, 2004 and for the
  restatement of the Companys financials for the years ended December 31,
  2001, 2002 and 2003, as A Development Stage Company.     30


To the Board of Directors of Kenilworth Systems
Corporation:   When we engaged Demetrius & Company,
LLC., as our Independent Auditor commencing with calendar year 2004 and to
restate the Companys Annual Reports for the years ended December 31, 2003 and
2002, as A Development Stage Company, as directed by the Securities and
Exchange Commission (SEC), neither the prior Auditors nor the Company realized
by the designation of the Company as A Development Stage Company, the audit
required the Company to restate the financials from September 28, 1998 when the
Company was discharged from the Bankruptcy Proceedings, including tax carry
forward losses (NOL) totaling twelve million dollars ($12,000,000).  See Note 5.  The Company paid $ 4,312,233 to pay one
hundred percent (100%) of all approved bankruptcy claims.  None of the shareholders were wiped out as
the result of the bankruptcy proceedings.  This added last minute realization
complicated the Audit beyond the time the Company requested from the SEC on its
extension filed on March 24, 2005.  The financials and the text as presented in
this FORM 10-K for the year ended December 31, 2004 are accurate and will not
materially change, when the Auditors Report is completed, which the Company
now expects to occur within ten (10) days (April 26, 2005).   Respectfully submitted, Herbert Lindo, Chairman and President April 13, 2005    The Independent Auditors Report will appear
on this page when the Company will file the Amended FORM 10-K/A.   31


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED
BALANCE SHEETS
AS OF DECEMBER 31, 2004 AND 2003  2004
  
  2003ASSETSCash
  
  $
  19,158
  
  $
  7,136Due from Shareholders (subscriptions, subsequent events page 42)
  
  142,000
  
  50,000Secured Note Receivable (subsequent events page 42)
  
  50,000Prepaid Expenses
  
  198,300
  
  187,500Security Deposits
  
  5,302Property, Plant and Equipment, Net
  
  45,118
  
  12,302CURRENT ASSETS
  
  $
  459,878
  
  $
  256,938Patent
  
  $
  329,917
  
  $
  336,100TOTAL ASSETS
  
  $
  789,795
  
  $
  593,038LIABILITIES AND
  STOCKHOLDERS EQUITY (DEFICIT)Accrued Liabilities
  
  $
  129,054
  
  119,097Payroll Taxes Payable
  
  21,939
  
  13,018Notes Payable
  
  $
  22,282
  
  $
  142,231Installment Payment (Auto)
  
  6,832TOTAL LIABILITIES
  
  $
  180,107
  
  $
  274,346Common Stock, $.01 par value, authorized 200,000,000 shares; issued
  and outstanding 141,226,245 in December 31, 2004 and 104,412,753 in
  December 31, 2003
  
  $
  1,412,262
  
  $
  1,044,126Paid in Capital
  
  27,081,184
  
  25,723,963Deficit
  
  (27,883,758
  )
  (26,449,397TOTAL STOCKHOLDERS EQUITY
  
  $
  609,688
  
  $
  318,692TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
  
  $
  789,795
  
  $
  593,038  The accompanying
notes are an integral part of these consolidated financial statements.  32


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATION
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002   YEAR ENDED
  DEC. 31, 2004
  
  YEAR ENDED
  DEC. 31, 2003
  
  YEAR ENDED
  DEC. 31, 2002
  
  PERIOD FROM
  SEPT. 28, 1998
  (INCEPTION OF
  DEVELOPMENT
  STAGE
  COMPANY) TO
  DEC. 31, 2004Revenues:Sales
  
  $
  0
  
  $
  0
  
  $
  -0-
  
  $
  -0-Costs and Expenses:Selling, general and administrative expenses
  
  1,434,361
  
  832,168
  
  660,289
  
  7,816,873Total Costs and Expenses
  
  1,434,361
  
  832,168
  
  660,289
  
  7,816,873Net loss before other income
  
  1,434,361
  
  832,168
  
  660,289
  
  7,816,873Net loss
  
  1,434,361
  
  832,168
  
  660,289
  
  7,816,873Deficit  Beginning Of year
  
  (26,449,397
  )
  (25,617,229
  )
  (24,956,940
  )Deficit  End Of year
  
  $
  (27,883,758
  )
  $
  (26,449,397
  )
  $
  (25,617,229
  )
  $
  (24,387,031
  )Loss per Share of common stock
  
  $
  0.010
  
  $
  0.008
  
  $
  0.007
  
  $
  0.012Average number of shares outstanding
  
  1,41,226,245
  
  100,412,315
  
  89,304,589  The accompanying
notes are an integral part of these consolidated financial statements.  33


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002  YEAR ENDED
  DEC. 31, 2004
  
  YEAR ENDED
  DEC. 31, 2003
  
  YEAR ENDED
  DEC.31, 2002
  
  PERIOD FROM
  SEPT. 28, 1998
  (INCEPTION OF
  DEVELOPMENT
  STAGE
  COMPANY) TO
  DEC. 31, 2004CASH FLOWS USED IN OPERATING ACTIVITIESNet Loss accumulated during development stage
  
  $
  (1,434,361
  )
  $
  (832,168
  )
  $
  (660,289
  )
  $
  (7,816,873
  )Adjustments to reconcile net loss accumulated during the development
  stage to net cash provided by (used in) operating activities:
  
  (19,535
  )Depreciation and amortization
  
  26,327
  
  1,961
  
  588
  
  32,308Due from shareholder
  
  (172,000
  )
  (50,000
  )
  Prepaid expenses
  
  (45,044
  )
  (232,554
  )Accounts payable and accrued expenses
  
  180,107
  
  274,346
  
  107,458
  
  707,248Total adjustments
  
  (165,208
  )
  618,102
  
  144,130Net cash used in operating activities
  
  (1,599,569
  )
  (214,066
  )
  (516,159
  )
  CASH FLOWS FROM INVESTING ACTIVITIESPurchases Equipment
  
  6,183
  
  (1,000
  )
  (13,263
  )
  (67,321
  )Purchase of Patent (Net of Depreciation)
  
  
  
  (336,100
  )Net cash used in investing activities
  
  6,183
  
  (337,100
  )
  (13,263
  )
  CASH FLOWS FROM FINANCING ACTIVITIESProceeds from loans payable
  
  (119,949
  )
  142,231Proceeds from stock issuances
  
  1,725,357
  
  1,002,440
  
  788,628
  
  3,953,599Net cash provided by financing activities
  
  1,605,408Cash paid during period for: Interest
  
  
  
  0
  
  (4,227
  )
  (4,227
  )Net increase (decrease) in cash
  
  12,022
  
  (2,935
  )
  (5,195
  )
  Cash beginning of period
  
  7,136
  
  10,071
  
  15,266
  
  Cash-end of period
  
  $
  19,158
  
  $
  7,136
  
  $
  10,071
  
     NON-CASH TRANSACTIONS  During the year ended
December 31, 2002 the Company issued 10,411,355 shares of restricted Common
Stock in payments for services rendered in the amount of $498,627 an average
price of $0.099 per share.  The amount includes five million (5,000,000)
shares for services rendered by Directors of the Company. (See Note 11)  During the year ended
December 31, 2003 the Company issued 7,395,558 shares of restricted Common
Stock in payment for services rendered in the amount of $596,440 an average
price of $ 0.08 per share.  The amount includes two million five hundred
thousand (2,500,000) shares for services rendered by the Directors of the
Company. (See Note 11)  34


During the year ended
December 31, 2004 the Company issued 15,447,000 shares of restricted Common
Stock in payments for services rendered in the amount of $1,330,122 an average
price of $0.086 per share.  The amount
included two million five hundred thousand (2,500,000) shares for services
rendered by Directors of the Company.  In connection with the
emergence from bankruptcy in September 1998 the trustee distributed four
million three hundred thousand four hundred and three dollars ($4,300,403) to
pay one hundred percent (100%) of all approved claims.  The accompanying
notes are an integral part of these consolidated financial statements.  35


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED
STATEMENTS
 OF STOCKHOLDERS DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002  COMMON SHARES
  
  ADDITIONAL PAID-IN
  
  RETAINEDSHARES
  
  AMOUNT
  
  CAPITAL
  
  DEFICITBalances, December 31, 2001
  
  75,115,484
  
  $
  731,154
  
  $
  24,245,867
  
  $
  (25,617,229
  )Issuance of Stock in connection with Conversion of Debt
  
  5,777,750
  
  57,777
  
  232,223For Services
  
  10,411,355
  
  104,113
  
  394,514Net Loss
  
  
  
  
  
  
  
  660,289Balances, December 31, 2002
  
  89,304,589
  
  $
  893,045
  
  $
  24,872,604
  
  $
  (25,617,229
  )Issuance of Stock in connection with Conversion of Debt
  
  7,712,606
  
  77,126
  
  328,874For Services
  
  7,395,558
  
  73,955
  
  522,485Net Loss
  
  
  
  
  
  
  
  832,168Balances, December 31, 2003
  
  104,412,753
  
  $
  1,044,126
  
  $
  25,723,963
  
  $
  (26,449,397
  )Issuance of Stock in connection with Conversion of DebtFor Services
  
  1,330,122
  
  133,012
  
  1,197,110Net Loss
  
  
  
  
  
  
  
  (1,434,361
  )Balances, December 31, 2004
  
  
  
  $
  
  $
  
  $  The accompanying
notes are an integral part of these consolidated financial statements.  36


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  THE COMPANY AND NATURE OF BUSINESS  Kenilworth Systems Corporation (the Company) was
incorporated in New York in April 1968 and now plans to be engaged in the
business of developing and manufacturing terminals that permit individuals from
remote locations, to play along with live in progress casino table games
located outside the casino confines and via TV simulcast of digital satellite
and digital cable broadcasts to individuals at homes and offices and wherever
television sets are located around the world.  The Company was in Bankruptcy Proceedings under
Chapter 7 and 11 of the Bankruptcy Code for the period from August 28,
1982 through September 28, 1998 the Company ceased all operations from
February 1991 to September 28, 1998.  ADVERTISING COSTS  Advertising costs are expensed as incurred. 
There were none, through December 31, 2004.  PRINCIPLES OF CONSOLIDATION  The consolidated financial statements include the
accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries:
Video Wagering Systems Corporation, Roulabette Nevada Corporation, Kenilworth
Systems Nevada Corporation, Kenilworth U.K. Ltd. and Kenilworth Satellite
Broadcasting Corporation, a Delaware Corporation. None of the subsidiaries have
any assets or liabilities.  EARNINGS PER SHARE  The Company computes and presents earnings (loss) per
share in accordance with the requirements of Statement of Financial Accounting
Standards (SFAS) No. 128 Earnings Per Share.  Basic loss per share is based on the weighted-average
number of shares of common stock outstanding for the period, which were $0.010,
$0.008 and $.007 for the years ended December 31, 2004, 2003 and 2002
respectively.  Diluted earnings per share have not been presented in
the accompanying financial statements because the effect of assumed conversion
of convertible promissory notes was anti-dilutive.  INCOME TAXES  The Company uses the liability method to account for
income taxes in accordance with requirements of SFAS No. 109.  USE OF ESTIMATES IN THE FINANCIAL STATEMENTS  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
during the reporting period. Actual results could differ from these estimates.  37


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(Continued)  The Companys financial statements include cash,
receivables and accounts payable. Due to the short-term nature of these
instruments, the fair value of these instruments approximates their recorded
values.  PROPERTY AND EQUIPMENT  Property and Equipment are stated at cost. For
financial reporting purposes, property and equipment are depreciated utilizing
the Straight-Line Method over the estimated useful lives of the related assets
as follows:  YEARSOffice Equipment
  
  5Vehicles
  
  5  NOTE 2DUE TO RELATED PARTIES AT
DECEMBER 31, 2004  Due to related parties at December 31, 2004
represents advances made by stockholders of the Company in the normal course of
business. Such amounts are non-interest bearing and have no definite repayment
terms.  NOTE 3PROPERTY AND EQUIPMENT  Property and Equipment consist of the following as of
December 31, 2004 and 2003.  2004
  
  2003Office Equipment
  
  $
  27,180
  
  $
  3,351Lease Hold Improvements
  
  26,582Vehicles
  
  11,500
  
  11,500$
  65,262
  
  $
  14,851Less-Accumulated Amortization
  
  20,144
  
  2,549Total Property and Equipment, Net
  
  $
  45,118
  
  $
  12,302  Depreciation expense for the years ended
December 31, 2004 and December 31, 2003 was $26,327, including Patent
Amortization and $1,961, respectively.  NOTE 4BANKRUPTCY PROCEEDINGS  Throughout the 1980s the Company experienced working
capital shortages that resulted in the Company filing a voluntary petition for
reorganization under Chapter 11 of the United States bankruptcy Code. From
August 28, 1982 to June 7, 1985 the Company operated during
reorganization proceedings. On June 7, 1985, a United States Bankruptcy
Judge confirmed the Companys Plan of Reorganization. On April 27, 1988,
the Bankruptcy Court entered a final decree in the case. On October 27,
1988, the case was re-opened on grounds the Debtor failed to consummate its
plan of reorganization and on February 25, 1991 the case was converted to
a case under Chapter 7 of the Bankruptcy Code. By order of the Court dated
June 19, 1991 the Chapter 7 was reconverted to a case under Chapter 11 of
the Bankruptcy Code. A second plan of reorganization was approved and a second
order of confirmation was entered in connection with the Chapter 11 case on
October 2, 1991. However, the Debtor was unable to consummate its second
plan of reorganization, and by order dated November 25, 1991, the case was
reconverted to a case under Chapter 7 of the Bankruptcy Code.  38


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(Continued)  From February 1991 through September 1998,
the Company was inactive. In September 1998 a United States Bankruptcy
Judge in the Eastern District of New York approved the Final Report and
Accounts submitted by the Chapter 7 Trustee of the Estate of Kenilworth and
after obtaining approval from the U.S. Trustee, Kenilworth made a one hundred
percent (100%) cash distribution to the creditors and paid in full all
administrative fees and expenses. The Company emerged from Bankruptcy on
September 28 1998 with no assets and no liabilities. For the period
September 29, 1998 through November 23, 1998 the Company was in the
process of monitoring the payments by check to the creditors. No other activity
occurred during that period.  Thereafter the Company commenced its present
plans.  NOTE 5INCOME TAXES  The Company is a C Corporation for tax purposes.  The Company estimates that it has available
approximately twelve million dollars ($12,000,000) in net operating loss
carry-forwards, which expire at various dates through 2020. Utilization of the
NOL carry-forward may be limited under various sections of the Internal Revenue
Code depending on the nature of the Companys operations.  The Company has a deferred tax asset of approximately
two million eight hundred thousand dollars ($2,800,000) arising from its net
operating loss carry-forwards. The deferred tax asset has been fully reserved
due to the uncertainty of future realization.  NOTE 6CONVERTIBLE PROMISSORY NOTES  During the year 2004, the Company sold one (1) year
Convertible Promissory Notes totaling $1,049,500.  At the option of the Note Holders, the Notes
were convertible into restricted Common Stock of the Company at a rate of
between one (1) share for each $0.10 to $0.12 of face value of the indebtedness
represented by the Notes together with accrued interest, if any, at the annual
rate of two percent (2%) above the prime rate quoted by Citibank of N.A.
Management believed it was unable to repay the Notes when they become due, in
order to induce the Note Holders to convert the Notes by year end 2004 when the
quoted price per Common Share, as traded on the Pink Sheet Market was between
$0.07 and $0.08 per share, the Company offered to convert the Notes at the rate
of one (1) share for each $0.05 of indebtedness represented by each Note,
together with accrued interest.  As the result of the Companys offer, all
Note Holders converted their Notes into 20,054,699 restricted shares of
authorized but unissued Common Stock, including accrued interest, at an average
price of $0.05 per share.  During the year 2003, the Company sold one (1) year
Convertible Promissory Notes totaling four hundred and six thousand
($406,000).  At the option of the Note Holders, the Notes were convertible
into restricted Common Stock of the Company at the rate of between one (1)
share for each $0.07 and $0.10 of face value of the indebtedness represented by
the Notes together with accrued interest at the annual rate of two percent (2%)
above the prime rate quoted by Citibank of N.A. Management believed it was
unable to repay the Notes when they become due, in order to induce the Note
Holders to convert the Notes by year end 2003 when the quoted price per Common
Share, as traded on the Pink Sheet Market was between $0.035 and $0.06 per
share, the Company offered to convert the Notes at the rate of one (1) share
for each $0.05 of indebtedness represented by each Note, together with accrued
interest.  As the result of the Companys offer, all Note Holders
converted their Notes into 7,712,606 restricted shares of authorized but
unissued Common Stock, including accrued interest, at an average price of $0.05
per share.  39


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(Continued)  During the year 2002, the Company sold one (1) year
Convertible Promissory Notes totaling two hundred ninety thousand dollars
($290,000).  At the option of the Note holders, the Notes were convertible
into Common Stock of the Company at the rate of between one (1) share for each
$.10 to $.15 of face value of the indebtedness represented by the Notes,
together with interest at the annual rate of two percent (2%) above the prime
rate quoted by Citibank of N.A. Management believed it was unable to repay the
Notes when they became due.  In order to induce the Note Holders to
convert the Notes by year end 2002 when the quoted price per Common Share, as
traded on the Pink Sheet Market was between $.02 and $.08 per share, the
Company offered to convert the Notes at the rate of one (1) share for each $.05
of indebtedness represented by each Note, together with accrued interest. 
As a result of the Companys offer, all Note Holders converted their Notes into
five million seven hundred seventy seven thousand seven hundred and fifty (5,777,750)
shares of Common Stock, including accrued interest, at an average price of
$0.05 share.  NOTE 7GOING CONCERN UNCERTAINTY  As indicated in Note 4, the Company emerged from
Chapter 7 in September 1998 and has not yet commenced operations. These
factors create uncertainty as to the Companys ability to operate as a
going-concern and continue in business. Management plans to develop a wagering
system that allows casino patrons and individuals outside the casino to play
and wager along with live casino table games. The first step in the plan is to
conduct testing. Unless the Company is able to obtain sufficient funds, none of
the tests and initial development work can commence. The Company plans to
obtain the necessary funding by offering its Common Stock or Senior Cumulative
Convertible Preferred Shares in a private placement, or selling limited joint
venture participations in future play along with casino game franchises.  If initial testing is successful, the second step is
to obtain, if necessary, the proper licenses from the gaming control regulators
in the various venues the Company intends to offer its system. Upon successful
licensing, the Company plans to obtain financing from regular banking sources
to finance the manufacturing of the microprocessor to be installed into digital
set top boxes and digital cable boxes that convert an ordinarytelevision set into a computer terminal
using the TV set as the monitor.  The heart of Kenilworths Patent that
protects our worldwide play along broadcasts.  The accompanying financial statements have been
prepared assuming the Company is a going-concern and do not reflect
adjustments, if any that would be necessary if the Company were not a
going-concern.  NOTE 8COMMITMENTS AND CONTINGENCIES  OUTSTANDING PAYROLL TAXES  As of year-end December 31, 2004 the Company owes
Payroll Taxes amounting to approximately $21,939 before penalties, if any.  The Company owns a passenger car which is
exclusively driven by Mr. Lindo, the Chairman and President of the Company.  Mr. Lindo is not paid any salaries for his
services.  The annual finance charges
were $2,832 with $6,832 remaining at December 31, 2004.  The Company leases approximately two thousand (2,000)
square feet of office space at 185 Willis Avenue, Mineola, NY 11501with annual
rents of thirty thousand dollars ($30,000) plus common charges of two thousand
four hundred dollars ($2,400) annually. 
The lease expires in June 2006.  40


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(Continued)  NOTE 9QUARTERLY FINANCIAL
INFORMATIONUNAUDITED  The following table sets forth certain condensed
quarterly financial data for the fiscal years ended December 31, 2004 and
2003 as A Development Stage Company. This information has been prepared on the
same basis as the consolidated financial statements and all necessary
adjustments havebeen included in the amounts stated below to present
fairly the selected quarterly information when read in conjunction with its
consolidated financial statements and notes thereto. Historical quarterly
financial results and trends may not be indicative of future results.  KENILWORTH
SYSTEMS CORPORATION
QUARTERLY DATA
2004 AND 2003  1Q04
  
  2Q04
  
  3Q04
  
  4Q04
  
  1Q03
  
  2Q03
  
  3Q03
  
  4Q03Net Sales
  
  $
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0Gross Profit
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0
  
  0Net Loss
  
  $
  365,939
  
  421,240
  
  278,020
  
  369,162
  
  553,475
  
  138,984
  
  89,451
  
  50,258Net Loss per ShareBasic
  
  $
  0.010
  
  0.008
  
  0.005
  
  0.008
  
  $
  0.005
  
  $
  0.001
  
  $
  0.007
  
  $
  0.005Diluted
  
  $
  0.010
  
  0.008
  
  0.005
  
  0.008
  
  $
  0.005
  
  $
  0.001
  
  $
  0.007
  
  $
  0.005  NOTE 10STOCK OPTIONS  The Company does not plan, at this time, to make any
adjustments to its financials as the result of having issued stock options
totaling six million (6,000,000) Common Shares of the Company through December
31, 2004.  The exercise price of the stock options is one dollar ($1.00)
per share, well above the price per share of the Common Stock for the last five
(5) years.  NOTE 11PREPAID ITEMS  At the Board of Directors Meeting held on
July 17, 2002 the Board authorized the issuance of five million
(5,000,000) shares of authorized but unissued Common Stock of the Corporation
to the Directors in lieu of Directors compensation and liabilities insurance
for the ensuing year: Gino Scotto, Kit Wong, Patrick J. McDevitt, Joyce Clark
and Maureen Plovnick each were issued one million (1,000,000) shares of
restricted Common Stock of the Company at a price of $.05 per share, the
equivalent of fifty thousand dollars ($50,000) for each Director, a total of
$250,000.  The $250,000 has been recorded for Services Rendered in the
Statement of Stockholders Deficit and charged to Operating Expenses in fiscal
2002.  At the Board of Directors Meeting held in September
2003 the Board authorized the issuance of two million five hundred thousand
(2,500,000) shares of authorized but unissued Common Stock of the Corporation
to the Directors in lieu of Directors Compensation and Directors Liability
insurance for the ensuing year: Gino Scotto, Kit Wong, Patrick J. McDevitt,
Joyce Clark and Maureen Plovnick each were issued five hundred thousand
(500,000) shares of restricted Common Stock of the Company at a price of five
cents ($0.05) per share, the equivalent of twenty five thousand dollars
($25,000) for each Director, a  41


KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS---(Continued)  total of $125,000.  The $125,000 has been
recorded for shares issued for Services Rendered in the Statement of
Stockholders Deficit in the first quarter period in 2004, and will be charged
to Operating Expenses.  At the Board of Directors Meeting held in December 1, 2004
the Board authorized the issuance of two million five hundred thousand
(2,500,000) shares of authorized but unissued Common Stock of the Corporation
to the Directors in lieu of Directors Compensation and Directors Liability
insurance for the ensuing year: Gino Scotto, Kit Wong, Patrick J. McDevitt,
Joyce Clark and Maureen Plovnick were each issued five hundred thousand
(500,000) shares of restricted Common Stock of the Company at a price of five
cents ($0.05) per share, the equivalent of twenty five thousand dollars
($25,000) for each Director, a total of $125,000.  The $125,000 will be
recorded for shares issued for Services Rendered in the Statement of
Stockholders Deficit in the first quarter period in 2005, and will be charged
to Operating Expenses.  At December 31, 2004 Kenilworth has a prepaid security
deposit of five thousand three hundred two dollars ($5,302) with VISA and ten
thousand eight hundred dollars ($10,800) in loan receivables from affiliates of
the Company.  SUBSEQUENT
EVENTS  The Company settled a
fifteen thousand three hundred twenty dollar and two cent ($15,320.02) judgment
by issuing the Judgment Creditor four hundred thousand (400,000) shares of
restricted Common Stock on February 22, 2005.  The Company became indebted
to the Judgment Creditor (the Creditor) for legal services rendered in the
defense of a claim against the Company in 2001. 
When the Company failed to pay the fee, the Creditor affected the
Judgment.  The Company offered to satisfy
the Judgment in exchange for stock.  The
Creditor consented in several telephone negotiations in late 2002 when the bid
price of Kenilworth stock on the OTC Pink Sheets was two cents ($0.02) per
share, the Creditor halted all enforcement proceedings, but a written agreement
between Creditor and the Company was not signed until February 22, 2005.  The payable of $15,345.52 has been eliminated
from the balance sheet for the Accounts Payable at December 31, 2004.  The Company received full
cash payment for the fifty thousand dollar ($50,000) Secured Note Payable.  The Company also has
received full cash payment for one hundred twenty two thousand dollars
($122,000) due from Shareholders subscriptions.  Twenty thousand dollars ($20,000) has been
deferred to the second quarter 2005.  The
Company retains possession of all stock certificates from conversion of
Convertible Promissory Notes until full payment is received.  42


SIGNATURES  Pursuant to the requirements of Section 13 or
15(d) 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.  KENILWORTH SYSTEMS
  CORPORATIONBy:
  /s/ HERBERT LINDOHerbert LindoPRESIDENT AND CHIEF
  FINANCIAL OFFICERBy:
  /s/ GINO SCOTTOGino ScottoCHIEF EXECUTIVE OFFICER  Pursuant to the requirements of Securities 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.  NAME
  
  TITLE
  
  DATE/s/ HERBERT
  LINDO
  
  
  Director
  
  April 10, 2005Herbert Lindo/s/ JOYCE CLARK
  
  
  Director
  
  April 10, 2005Joyce Clark/s/ KIT WONG
  
  
  Director
  
  April 10, 2005Kit Wong/s/ GINO SCOTTO
  
  
  Director
  
  April 10, 2005Gino Scotto/s/ MAUREEN
  PLOVNICK
  
  
  Director
  
  April 10, 2005Maureen Plovnick/s/ PATRICK J.
  MCDEVITT
  
  
  Director
  
  April 10, 2005Patrick J.
  McDevitt  43