**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C.20549**

 

**FORM 10-Q**

 

**(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 ofregistrant 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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KENILWORTH SYSTEMSCORPORATION

INDEX TO FORM 10-Q

 

PART I.

FINANCIAL INFORMATION

 

ITEM 1.    FINANCIAL STATEMENTS

 

KENILWORTH SYSTEMSCORPORATION

CONDENSED CONSOLIDATEDBALANCE SHEETS

(INCLUDING PRO-FORMAPRESENTATION

FOR MARCH 31, 2003)

 
|                                                                                                                                                                         |   | **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                |    |
|                                                                                                                                                                         |   | 245,958            |      | $                     | 255,878 |   |
| Patent  Cost                                                                                                                                                                 |   | 2,500,000          |      | —                |    |
|                                                                                                                                                                         |   |               |      |                  |    |
| TOTAL  ASSETS                                                                                                                                                                |   | $                  | 2,745,958 |                  | $       | 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             |      |                  |    |
| Patent  Acquisition Costs Payable                                                                                                                                            |   | 2,500,000          |      |                  |    |
|                                                                                                                                                                         |   | $                  | 2,719,875 |                  | $       | 107,458 |   |
| Patent  Acquisition cost payable                                                                                                                                             |   |               |      |                  |    |
| Pro-Forma                                                                                                                                                                    |   | 0                  |      |                  |    |
|                                                                                                                                                                         |   |               |      |                  |    |
| 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   Pro-Forma 1,186,509 |   | $                  | 986,509   |                  | $       | 893,045 |   |
| Pro-Forma                                                                                                                                                                    |   | 1,186,509          |      |                  |    |
| Paid  in capital                                                                                                                                                             |   | 25,210,278         |      | 24,872,604            |    |
| Paid  in capital Pro-Forma                                                                                                                                                   |   | 27,510,278         |      |                  |    |
| Deficit                                                                                                                                                                      |   | (26,170,704        | )         | (25,617,229           | )       |
| TOTAL  STOCKHOLDERS’ EQUITY                                                                                                                                             |   | $                  | 26,083    |                  | $       | 148,420 |   |
| TOTAL  STOCKHOLDERS’ EQUITY PRO-FORMA                                                                                                                                   |   | 2,526,083          |      | —                |    |
| TOTAL  LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                             |   | $                  | 245,958   |                  | $       | 255,878 |   |
| TOTAL  LIABILITIES AND STOCKHOLDERS’ EQUITY PRO-FORMA                                                                                                                   |   | $                  | 2,745,958 |                  |    |   |

 

See accompanying notes.

 

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KENILWORTH SYSTEMSCORPORATION

CONDENSED CONSOLIDATEDSTATEMENTS

OF 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 |   |
| Placement  cost of Convertible Note                 |   |                            |     |   |   |
| Total  Costs and Expenses                           |   | $                               | 553,475  |   | $ | 38,542 |   |
|                                                |   |                            |     |   |   |
| Net  income (loss) before other income and (losses) |   | $                               | (553,475 | ) | $ | (38,542 | ) |
| Income  Taxes                                       |   | 0                               |     | 0 |   |
| Net  income (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 | ) |
|                                                |   |                            |     |   |   |
| Earnings  (Loss) per Share of common stock (Note 5) |   | $                               | 0        |   | $ | 0 |   |
| Average  number of shares outstanding               |   | 98,650,945                      |     | 73,115,484 |   |

 

See accompanying notes.

 

3

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KENILWORTH SYSTEMSCORPORATION

AND SUBSIDIARIES

CONDENSED CONSOLIDATEDSTATEMENTS OF 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 |   |
| TOTAL  ADJUSTMENTS                                                            |   | (352,092                        | )        | 19,156 |   |
| NET  CASH USED IN                                                             |   |                            |     | — |   |
| OPERATING  ACTIVITIES                                                         |   |                            |     | (19,386 | ) |
|                                                                          |   |                            |     |   |   |
| Cash  flows from Investing Activities                                         |   |                            |     |   |   |
| Purchase  of Equipment                                                        |   | $                               | (13,461  | ) | $ | 0 |   |
| Purchase  of Patent                                                           |   | (2,500,000                      | )        |   |   |
|                                                                          |   |                            |     |   |   |
| CASH  FLOWS FROM                                                              |   | 338,483                         |     | 0 |   |
| Conversion  of Promissory Notes                                               |   |                            |     |   |   |
|                                                                          |   |                            |     |   |   |
| FINANCING  ACTIVITIES                                                         |   |                            |     |   |   |
| Increase  (decrease) in due to Affiliate                                      |   | 2,520,000                       |     | (20,000 | ) |
| Proceeds  from issuance of Convertible Promissory Note                        |   | 35,000                          |     | 15,000 |   |
| Net  cash provided by financing Activities                                    |   |                            |     |   |   |
| 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 SYSTEMSCORPORATION

NOTES TO CONDENSEDCONSOLIDATED FINANCIAL 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-monthperiods ended March 31, 2003 are not necessarily indicative of the results forthe entire year.

 

NOTE 2 - THE COMPANY AND NATURE OFBUSINESS

 

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 around theworld.

 

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),

 

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and ($.00) for the year ended December 31,2002, and the periods March 31, 2003 and March 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.

 

The Company is a “C” Corporation for taxpurposes.

 

The Company estimates that it has availableapproximately ten million dollars ($10,000,000) in net operating losscarry-forwards, which expire at various dates through 2020. Utilization of theNOL carry-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 FINANCIALSTATEMENTS

 

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 FINANCIALINSTRUMENTS

 

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         |   |

 

6

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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 the quarter period ended March 31,2003, Notes totaling two hundred fifty thousand dollars ($250,000) were soldand converted into 4,166,666 shares of restricted Common Stock.  On a one hundred thousand dollar ($100,000)Note, the Company agreed to extend to June 2003 a balance payable of fiftythousand dollars ($50,000).

 

NOTE 10 - PRO-FORMA PRESENTATION

 

On February 24, 2003, the United StatesPatent and Trade Mark Offices approved the Company’s patent titled “System andMethod for Remote Roulette and Other Game Play Using Game Table at a Casino”which was assigned by Herbert Lindo, the inventor, in August 2000, to theCompany.

 

The Board of Directors (with Mr. Lindoabstaining) voted to issue to Mr. Lindo 20,000,000 shares of the Company’sCommon Stock in lieu of a payment $2,50,000 which the Board considered fairconsideration for the invention.  Thetransaction is subject to shareholder’s approval at the next annual meeting ofshareholders to be held on May 28, 2003 or any adjournment thereof.

 

The Board of Directors directed allshareholders to vote in favor of the proposal in the Company’s Proxy Statementfor the shareholder’s meeting.

 

7

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In order for shareholders to evaluate theproposal, the Company is presenting in these the quarter annual financials forthe period ending March 31, 2003 interposing the effect of issuing 20,000,000shares in lieu of $2,500,000 payment on a Pro-Forma basis.

 

 

NOTE 11 - 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 12 - 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 OF FINANCIAL 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.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

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.

 

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 five milliondollars ($5,000,000) to hire management and marketing people to secure futureorders 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 looking

 

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statements herein. Future operating resultsmay be adversely affected as a result of a number of factors.

 

You should not rely on forward-looking statementsin this Form 10-Q. This Form 10-Q contains forward-looking statements thatinvolved 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.

 

PART II.

OTHER INFORMATION

 
| 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: |
|---------|------------------------------------|
|    |                               |
|    | None                               |

 

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CERTIFICATION

 

I, Herbert Lindo, certify that:

 

1.                                       I havereviewed this quarter annual report on Form 10-Q of Kenilworth SystemsCorporation;

 

2.                                       Based onmy knowledge, this quarter annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements aremade, not misleading with respect to the period covered by this quarter annualreport;

 

3.                                       Based onmy knowledge, the financial statements, and other financial informationincluded in this quarter annual report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this quarter annual report;

 

4.                                       Asregistrant’s certifying officer I am responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and I have:

 

a)                                      designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to me by others within those entities, particularly during the period inwhich this quarter annual report is being prepared;

 

b)                                     evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this quarter annual report(May 14, 2003); and

 

c)                                      presentedin this quarter annual report our conclusions about the effectiveness of thedisclosure controls and procedures based on my evaluation as of May 14, 2003;

 

5.                                       Allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditor anymaterial weaknesses in internal controls; and

 

a)                                      any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

6.                                       Theregistrant’s other officers and I have indicated in this annual report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost 

 

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recentevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date:  May 14, 2003 | By:    | /s/ Herbert Lindo                     |
|--------------------------|--------|---------------------------------------|
|                     |   | President and Chief Financial Officer |

 

 

SIGNATURE

 

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedin its behalf by the undersigned thereunto duly authorized.

 

 
|   | KENILWORTH SYSTEMS  CORPORATION                       |
|--------|-------------------------------------------------------|
|   |                                                  |
| By:    | /s/ Herbert Lindo                                     |
|   | Herbert Lindo,  President and Chief Financial Officer |
|   | May 14, 2003                                          |

 

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