**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM10-Q/A**

 

**Amendment 1.**

 

**(Mark One)**

 
| **ý**                                                                                                                                                                    | **Quarterly report pursuant to  Section 13 OR 15(D) of the Securities Exchange Act of 1934**  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
|                                                                                                                                                                          |                                                                                          |
| **For the quarterly period ended March 31, 2003**                                                                                                                             |
|                                                                                                                                                                          |
| **OR**                                                                                                                                                                        |
|                                                                                                                                                                          |                                                                                          |
| **o**                                                                                                                                                                         | **Transition report pursuant to  Section 13 or 15(D) of the Securities Exchange Act of 1934** |
|                                                                                                                                                                          |                                                                                          |
| **For the transition period from              to             ** |
|                                                                                                                                                                          |                                                                                          |
| **Commission File Number: 0-08962**                                                                                                                                           |

 

| **KENILWORTH  SYSTEMS CORPORATION**                     |
|---------------------------------------------------------|
| (Exact  name of registrant as specified in its charter) |
|                                                    |
|                                                    | **New York** |   | **13-2610105** |   |
|                                                    | (State  of incorporation) |   | (I.R.S.  employer identification no.) |   |
|                                                    |   |   |   |   |
|                                                    | **185 Willis Avenue, Mineola, New York** |   | **11501** |   |
|                                                    | (Address  of principal executive offices) |   | (Zip  Code) |   |
|                                                    |   |   |   |   |
|                                                    | **(516) 741-1352** |   |
|                                                    | (Registrant’s  telephone number, including area code) |   |
|                                                         |  |  |  |  |

 

Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes  ý   No  o

 

State the number of shares outstanding ofeach of the issuer’s classes of common stock as of the latest practical date

 

The number of shares of common stock, $.01par value of the Registrant outstanding as of April 15, 2003 was: 98,650,945

 

 

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PARTIV – INTRODUCTORY NOTE

 

a)                                      The Company’s Financials have not beenreviewed by an Independent Auditor.

b)                                     The financials are presented as a DevelopmentStage Corporation.

c)                                      The acquisition cost of Patent No. US6,575,834 which originally was presented on a Pro-Forma basis, has beeneliminated in the amended filing and is included in the restated financials forthe quarter period ended June 30, 2003 at the actual filing costs of the Patentof $357,100.

 

PART I – FINANCIAL INFORMATION

 
| Item 1. |   | Financial Statements                                                                        |
|---------|--------|---------------------------------------------------------------------------------------------|
| Item 2. |   | Management’s Discussion and Analysis of  Financial Condition and Results of Operations |
| Item 3. |   | Controls and Procedures                                                                     |
|    |   |                                                                                        |
|    |   | PART II – OTHER INFORMATION                                                            |
|    |   |                                                                                        |
| Item 2. |   | Changes in Securities and Use of Procedures                                                 |
| Item 6. |   | Exhibits and Reports on Form 8-K                                                            |

 

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

 

To the extent that theinformation presented in this Quarterly Report on Form 10-Q for the quarterended March 31, 2003 discusses financial projections, information orexpectations about our proposed products or markets, or otherwise makes statementsabout future events, such statements are forward-looking.  We are makingthese forward-looking statements in reliance on the safe harbor provision ofthe Private Securities Litigation Reform Act of 1995.  Although we believethat the expectations reflected in these forward-looking statements are basedon reasonable assumptions, there are a number of risks and uncertainties thatcould cause actual results to differ materially from such forward-lookingstatements.  These risks and uncertainties are described, among otherplaces in this Quarterly Report, in “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations”.

 

In addition, we disclaim anyobligations to update any forward-looking statements to reflect events orcircumstances after the date of this Quarterly Report.  When consideringsuch forward-looking statements, you should keep in mind the risks referencedabove and the other cautionary statements in this Quarterly Report.

 

PART I – FINANCIAL INFORMATION

 
| Item 1. |   | FINANCIAL STATEMENTS                                                                                                    |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                    |
|    |   | Consolidated  Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002  (unaudited)                        |
|    |   |                                                                                                                    |
|    |   | Consolidated  Statements of Operations for the three months period ended March 31, 2003 and  March 31, 2002 (unaudited) |
|    |   |                                                                                                                    |
|    |   | Consolidated  Statements of Cash Flows for the three months ended March 31, 2003 and March  31, 2002 (unaudited)        |
|    |   |                                                                                                                    |
|    |   | Notes  to Consolidated Financial Statements (unaudited)                                                                 |

 

1

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KENILWORTHSYSTEMS CORPORATION

INDEXTO FORM 10-Q

 

PART I.

FINANCIALINFORMATION

 

ITEM 1.          FINANCIAL STATEMENTS

 

KENILWORTHSYSTEMS CORPORATION

CONDENSEDCONSOLIDATED BALANCE SHEETS

 
|                                                                                                                                                   |   | **March 31  2003** |    | **December  31  2002** |    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|------------------------|---------|
|                                                                                                                                                   |   | **(unaudited)**    |    |                   |    |
|                                                                                                                                                   |   |               |    |                   |    |
| ASSETS                                                                                                                                                 |   |               |    |                   |    |
|                                                                                                                                                   |   |               |    |                   |    |
| Cash                                                                                                                                                   |   | $                  | 12,950  |                   | $       | 10,071 |   |
| Prepaid expenses                                                                                                                                       |   | 156,272            |    | 232,544                |    |
| Due from sale of Convertible Note                                                                                                                      |   | 50,000             |    |                   |    |
| Property, Plant and Equipment, Net                                                                                                                     |   | 16,736             |    | 13,263                 |    |
| TOTAL ASSETS                                                                                                                                           |   | 245,958            |    | $                      | 255,878 |   |
|                                                                                                                                                   |   |               |    |                   |    |
| LIABILITIES  AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                   |   |               |    |                   |    |
|                                                                                                                                                   |   |               |    |                   |    |
| Accrued Liabilities                                                                                                                                    |   | $                  | 108,614 |                   | $       | 93,883 |   |
| Payroll Taxes Payable                                                                                                                                  |   | 2,600              |    | 13,575                 |    |
| Notes Payable within one year                                                                                                                          |   | 97,996             |    | —                 |    |
| Notes Payable after one year (auto)                                                                                                                    |   | 10,665             |    |                   |    |
|                                                                                                                                                   |   |               |    |                   |    |
| TOTAL LIABILITIES                                                                                                                                      |   | $                  | 219,875 |                   | $       | 107,458 |   |
|                                                                                                                                                   |   |               |    |                   |    |
| Common Stock, $.01 par value, authorized 200,000,000 shares; issued  and outstanding 89,304,589 in December 31, 2002 and 98,650,945 on March 31,  2003 |   | $                  | 986,509 |                   | $       | 893,045 |   |
|                                                                                                                                                   |   |               |    |                   |    |   |   |
| Paid in capital                                                                                                                                        |   | 25,210,278         |    | 24,872,604             |    |
| Deficit                                                                                                                                                |   | (26,170,704        | )       | (25,617,229            | )       |
| TOTAL STOCKHOLDERS’ EQUITY                                                                                                                        |   | $                  | 26,083  |                   | $       | 148,420 |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                        |   | $                  | 245,958 |                   | $       | 255,878 |   |

 

Seeaccompanying notes.

 

2

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KENILWORTH SYSTEMS CORPORATIONCONDENSED CONSOLIDATED STATEMENTSOF OPERATION AND DEFICIT

 
|                                         |   | **Three-month  ended  March 31** |    |
|----------------------------------------------|--------|----------------------------------|---------|
|                                         |   | **2003**                         |    | **2002** |   |
|                                         |   | **(unaudited)**                  |    | **(unaudited)** |   |
|                                         |   |                             |    |   |   |
| Revenues:                                    |   | $                                | 0       |   | $ | 0 |   |
| Sales                                        |   |                             |    |   |   |
| Costs and Expenses:                          |   |                             |    |   |   |
| Selling, general and administrative expenses |   | $                                | 553,475 |   | $ | 38,452 |   |
| Total Costs and Expenses                     |   | $                                | 553,475 |   | $ | 38,542 |   |
|                                         |   |                             |    |   |   |
| Net loss                                     |   | $                                | 553,475 |   | $ | 38,542 |   |
| Net loss                                     |   | $                                | 553,475 |   | $ | 38,542 |   |
| Deficit — Beginning of period           |   | (25,617,229                      | )       | (24,956,940 | ) |
| Deficit — End of period                 |   | (26,170,704                      | )       | (24,995,482 | ) |
|                                         |   |                             |    |   |   |
| Loss per Share of common stock               |   | $                                | 0.005   |   | $ | 0.000 |   |
| Average number of shares outstanding         |   | 98,650,945                       |    | 73,115,484 |   |

 

See accompanying notes.

 

3

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KENILWORTH SYSTEMS CORPORATIONAND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

 
|                                                                          |   | **Three-month  ended  March 31** |    |
|-------------------------------------------------------------------------------|--------|----------------------------------|---------|
|                                                                          |   | **2003**                         |    | **2002** |   |
|                                                                          |   | **(unaudited)**                  |    | **(unaudited)** |   |
| CASH FLOWS USED IN OPERATING ACTIVITIES                                       |   |                             |    |   |   |
|                                                                          |   |                             |    |   |   |
| Net Loss                                                                      |   | $                                | 553,475 |   | $ | 38,542 |   |
| Adjustments to reconcile net income to net cash used in operating  activities |   |                             |    |   |   |
| Depreciation                                                                  |   |                             |    |   |   |
| increase (decrease) in due                                                    |   | 664                              |    |   |   |
| to related party                                                              |   | (429                             | )       | 429 |   |
| Increase (Decrease) in accrued liabilities                                    |   | 201,148                          |    | 18,727 |   |
|                                                                          |   |                             |    |   |   |
| NET CASH USED IN OPERATING ACTIVITIES                                         |   | (352,092                         | )       | (19,156 | ) |
|                                                                          |   |                             |    |   |   |
| Cash flows from Investing Activities                                          |   |                             |    |   |   |
| Purchase of Equipment                                                         |   | $                                | (13,461 | ) | $ |   |   |
|                                                                          |   |                             |    |   |   |
| CASH FLOWS FROM                                                               |   |                             |    |   |   |
| Conversion of Promissory Notes                                                |   | 338,483                          |    |   |   |
|                                                                          |   |                             |    |   |   |
| FINANCING ACTIVITIES                                                          |   |                             |    |   |   |
| Increase (decrease) in due to Affiliate                                       |   | 20,000                           |    | (20,000 | ) |
| Proceeds from issuance of Convertible Promissory Note                         |   | 35,000                           |    | 15,000 |   |
| Net cash provided by financing Activities                                     |   | $                                | 380,022 |   | $ | 5,000 |   |
| Net Increase (Decrease) in cash                                               |   | (7,930                           | )       | 5,614 |   |
| CASH — BEGINNING OF PERIOD                                               |   | 20,880                           |    | 15,266 |   |
| CASH — END OF PERIOD                                                     |   | $                                | 12,950  |   | $ | 20,880 |   |

 

See accompanying notes.

 

4

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KENILWORTH SYSTEMS CORPORATIONNOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

 

NOTE 1 - BASIS OF PRESENTATION

 

In the opinion of management, theaccompanying unaudited condensed consolidated financial statements ofKenilworth Systems Corporation and subsidiaries (“Kenilworth”) contain alladjustments (consisting of only normal accruals) necessary to present fairlythe consolidated balance sheets as of March 31, 2003(unaudited) and December31, 2002 and the related statements of operations and cash flows for the threemonth periods ended March 31, 2003 and 2002.

 

The results of operations for the three-monthperiod ended March 31, 2003 are not necessarily indicative of the results forthe entire year.

 

NOTE 2 - THE COMPANY AND NATURE OF BUSINESS

 

Kenilworth Systems Corporation (the“Company”) was incorporated in New York in April 1968 and now plans to beengaged in the business of developing and manufacturing terminals and designsystems that permit individuals from remote locations, to play along with livein progress casino table games via TV (simulcast) satellite broadcast aroundthe world.

 

The Company was in bankruptcy proceedingsunder Chapter 7 and 11 of the Bankruptcy Code for the period from August 28,1982 through September 23, 1998. The Company ceased all operations, betweenFebruary 2, 1991 through September 23, 1998.

 

The Company emerged from Chapter 7 bankruptcyon September 23, 1998 and plans to be engaged in the development,manufacturing, marketing and operation of a system that allows casino patronsto play along with live table games in-progress via TV satellite broadcasts onTV sets and terminals located outside the casino confines.

 

NOTE 3 - PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements includethe accounts of Kenilworth Systems Corporation and its wholly ownedsubsidiaries: Video Wagering Systems Corporation, RoulabetteTM NevadaCorporation, Kenilworth Systems Nevada Corporation and Kenilworth Systems (UK)Limited. None of these subsidiaries has any assets or liabilities.

 

NOTE 4 - EARNINGS PER SHARE

 

The Company computes and presents earnings(loss) per share in accordance with the requirements of Statement of FinancialAccounting Standards (“SFAS”) No. 128 “Earnings Per Share”.

 

Basic loss per share is based on theweighted-average number of shares of common stock outstanding for the period,which were ($.00), ($.00),and($.00) for the year ended December 31, 2002, and the periods March 31, 2003 andMarch 31, 2002.

 

Diluted earnings per share have not beenpresented in the accompanying financial statements because the effect ofconversion of convertible promissory notes was anti-dilutive.

 

NOTE 5 - INCOME TAXES

 

The Company uses the liability method toaccount for income taxes in accordance with requirements of SFAS No. 109.

 

5

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The Company is a “C” Corporation for taxpurposes.

 

The Company estimates that it has availableapproximately ten million dollars ($10,000,000) in net operating loss carry-forwards,which expire at various dates through 2020. Utilization of the NOLcarry-forward may be limited under various sections of the Internal RevenueCode depending on the nature of the Company’s operations.

 

The Company has a deferred tax asset ofapproximately two million eight hundred thousand dollars ($2,800,000) arisingfrom its net operating loss carry-forwards. The deferred tax asset has beenfully reserved due to the uncertainty of future realization.

 

NOTE 6 - USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

 

The preparation of financial statements inconformity with generally accepted accounting principles requires management tomake estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from these estimates.

 

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial statements includecash, receivables and accounts payable. Due to the short-term nature of theseinstruments, the fair value of these instruments approximates their recordedvalues.

 

NOTE 8 - PROPERTY AND EQUIPMENT

 

Property and Equipment are stated at cost.For financial reporting purposes, property and equipment are depreciatedutilizing the Straight-Line Method over the estimated useful lives of therelated assets as follows:

 

|             |   | **YEARS** |       |
|------------------|--------|-----------|------------|
|             |   |      | ** ** |
| Office Equipment |   | 5         |       |
| Vehicles         |   | 5         |       |

 

Property and Equipment consist of thefollowing as of March 31, 2003 and March 31, 2002:

 
|                              |   | **Three-month  ended  March 31** |   |
|-----------------------------------|--------|----------------------------------|--------|
|                              |   | **2003**                         |   | **2002** |   |
|                              |   |                             |   |   |   |
| Office Equipment                  |   | $                                | 3,939  |   | $ | 2,939 |   |
| Vehicles                          |   | 13,461                           |   | 8,500 |   |
|                              |   | $                                | 17,400 |   | $ | 11,439 |   |
| Less-Accumulated Amortization     |   | 664                              |   | 3,861 |   |
| Total Property and Equipment, Net |   | $                                | 16,736 |   | $ | 7,578 |   |

 

Depreciation expense for the quarters endedMarch 31, 2003 and March 31, 2002 was $664 and $429 respectively.

 

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

 

During the year 2002 Convertible PromissoryNotes totaling five hundred twenty thousand dollars ($520,000) issued in 2002where converted into 11,520,605 shares of Common Stock.  During thequarter

 

6

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period ended March 31, 2003, Notes totalingtwo hundred fifty thousand dollars ($250,000) were sold and converted into4,166,666 shares of restricted Common Stock.  On a one hundred thousanddollar ($100,000) Note, the Company agreed to extend to June 2003 a balancepayable of fifty thousand dollars ($50,000).

 

NOTE 10 - GOING CONCERN UNCERTAINTY

 

As indicated in Note 2, the Company emergedfrom Chapter 7 in September 1998 and has not yet commenced manufacturingoperations. These factors create uncertainty as to the Company’s ability tooperate as a going-concern. Management plans to develop a wagering system thatallows casino patrons and individuals outside the casino to play along withlive casino table games. Among the first steps in the plan is to conducttesting. Unless the Company is able to obtain sufficient funds, none of thetests and initial development work can commence. The Company plans to obtainthe necessary funding by offering its common stock, or Senior CumulativeConvertible Preferred Shares in private placements, or selling limited jointventure participations in future “play along with casino game” franchises.There can be no assurances the Company can be successful in obtaining suchfinancing.

 

The accompanying financial statements havebeen prepared assuming the Company is a going-concern and do not reflectadjustments, if any, that would be necessary if the Company were not agoing-concern.

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

OUTSTANDING PAYROLL TAXES

 

During the year 2000, the Internal RevenueService contended that the Company owes payroll taxes including interest andpenalties totaling almost $400,000 for various periods from 1985-1991. TheCompany commenced negotiations with the IRS to resolve these issues. Inmanagement’s opinion, no accruals are necessary since it believes that theseassessments are incorrect and were discharged in its bankruptcyproceedings.  Similar contentions were made by the New York State IncomeTax Authorities, which have been officially cancelled by the New York StateTaxing Authorities on July 1, 2002.

 

ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION   AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS

 

Since we emerged from bankruptcy proceedingson September 23, 1998 we have had no revenues from operations. We sustainedsubstantial losses from general administrative expenses amounting of $660,289and $421,491 in year 2002 and 2001 and for the three-months ended March 31,2003 we sustained losses from general administrative expenses amounting to$553,475 compared to a loss of $38,542 for the quarter ending March 31, 2002.Kenilworth has had no revenues from operations during the past twelve (12)years and there can be no assurances that it will ever have revenues frompresent planned operations.

 

LIQUIDITY AND CAPITALRESOURCES

 

Our present plans are to develop a wageringsystem dubbed “RoulabetteTM” that would allow patrons all over theindustrialized world to play and wager on live simulcast casino table games onterminals placed in hotels, resorts, bars and other public gathering places andin homes and offices on personal computers (PC’s) or television sets connectedto set top boxes for Interactive TV via digital satellite broadcasts emanatingfrom strictly regulated casinos.

 

A first step will be to conduct a one (1)month test of the system at a casino site to prove the viability ofbroadcasting live in-progress table games around the world.

 

7

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To conduct the tests Kenilworth believes itwill require initially five million dollars ($5,000,000) to (a) purchasecomputers, digital television broadcast equipment and table games; and, (b)defray the cost of the facility and pay the salaries of six (6) employees whoare specialists in software design, TV broadcasts, and mechanical design, for aperiod of eighteen (18) months, and from time to time, consultants who willassist the design team. In order to market Project RoulabetteTM while thedevelopment of the terminals proceeds we will require an additional fivemillion dollars ($5,000,000) to hire management and marketing people to securefuture orders for the system.

 

Unless we are able to obtain these funds, ofwhich there are no assurances, none of the tests and initial development workcan begin; and we will not be able to commence our planned business.

 

Kenilworth plans to obtain the necessaryfunding by offering in Private Placements, Common Shares, CumulativeConvertible Preferred Shares and/or by the sale of limited joint ventureparticipations in future RoulabetteTM franchises. There can be no assurancesthat the Company will be able to secure any of these funds.

 

When the tests are completed and we haveobtained all required licenses from the gaming control regulators and statelegislatures or foreign jurisdictions to broadcast the live in-progress casinotable games and has contracts with franchisees to place terminals around theworld and franchise television broadcasters, we expect to commence normalbusiness. Kenilworth will also seek to obtain production financing from regularbanking sources to finance the manufacturing of the RoulabetteTM terminals.There can be no assurances that any such financing and approvals will beavailable to us.

 

CAUTIONARY STATEMENT FOR PURPOSES OF THE“SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF1995 AND RISK FACTORS

 

The information contained in this Form 10-Qand Kenilworth’s other filings with the Securities Exchange Commission maycontain “forward-looking” statements within the meaning of section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended, and is subject to the safe harbors created thereby.Such information involves important risks and uncertainties that couldsignificantly affect results in the future and, accordingly, such results maydiffer from those expressed in any forward lookingstatements herein. Future operating resultsmay be adversely affected as a result of a number of factors.

 

You should not rely on forward-lookingstatements in this Form 10-Q. This Form 10-Q contains forward-looking statementsthat involved risks and uncertainties. We use words such as “anticipates”,“believes”, “plans”, “expects”, “future”, “intends” and similar expressions toidentify such forward-looking statements. You should not place undue relianceon these forward-looking statements, which apply only as of the date of thisForm 10-Q. Our actual results could differ materially from those anticipated inthese forward-looking statements for many reasons, including the risks faced byKenilworth as described below and elsewhere in this Form 10-Q.

 

RISKS

 

Specific reference is made to each of therisks described in Item 7 of the Form 10-K for December 31, 2002 under thediscussion “Cautionary Statement For Purposes of the Safe Harbor Provisions ofthe Private Securities Litigation Reform Act of 1995 and Risk Factors”.Reference is also made to future filings under Forms 10-Q and Forms 10-K andfilings under the Securities Exchange Act of 1934 as amended and as may beapplicable under the Securities Act of 1933 as amended.

 

8

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PART II.

OTHERINFORMATION

 
| Item 1. | LEGAL PROCEEDINGS:                                       |
|---------|----------------------------------------------------------|
|    |                                                     |
|    | None                                                     |
|    |                                                     |
| Item 2. | CHANGE IN SECURITIES:                                    |
|    |                                                     |
|    | None                                                     |
|    |                                                     |
| Item 3. | DEFAULT UPON SENIOR  SECURITIES:                         |
|    |                                                     |
|    | None                                                     |
|    |                                                     |
| Item 4. | SUBMISSION OF A MATTER TO  A VOTE OF SECURITIES HOLDERS: |
|    |                                                     |
|    | None                                                     |
|    |                                                     |
| Item 5. | OTHER INFORMATION:                                       |

 

The Company plans to hold its Annual Meetingof Shareholders on May 28, 2003 or any adjournment thereof with proxy materialsmailed to shareholders of record on April 14, 2003 prior to the proposedmeeting dates.

 
| Item  6. | EXHIBITS AND REPORTS ON  FORM 8-K:                                                                                                 |
|----------|------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                               |
|     | Ex 31.1  Certification of Chief Financial Officer of the Company Required by Rule  13a-14(a) or Rule 15d-14(c) of the Exchange Act |

 

9

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SIGNATURE

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed in its behalf by the undersigned thereuntoduly authorized.

 

 
|   | KENILWORTH  SYSTEMS CORPORATION                        |
|--------|--------------------------------------------------------|
|   |                                                   |
| By:    | /s/  Herbert Lindo                                     |   |
|   | Herbert  Lindo,  President and Chief Financial Officer |
|   | March 23, 2004                               |

 

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