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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                (Amendment No. 1)

(Mark One)

[X]   Quarterly report pursuant to Section 13 OR 15(D) of the Securities
      Exchange Act of 1934

      For the quarterly period ended June 30, 2001

                                       OR

[ ]   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.)

  54 Kenilworth Road, 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 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. Yes [X] No [ ]


State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practical date


The number of shares of common stock, $.01 par value of the Registrant
outstanding as of June 30, 2001 was:


                                   66,032,502

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                         KENILWORTH SYSTEMS CORPORATION
                               INDEX TO FORM 10-Q


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                         KENILWORTH SYSTEMS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<Table>
<Caption>
                                               June 30          December 31
                                                 2001               2000
                                              ----------        -----------
                                              (unaudited)
<S>                                          <C>                <C>
                         ASSETS
Cash                                          $       967        $     8,582
Due from shareholder                               20,000             28,982
Other current assets                               37,500                  0
Property, Plant and Equipment, Net                  9,151             10,295
                                              -----------        -----------

TOTAL ASSETS                                  $    67,618        $    47,859



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Accrued Liabilities                           $    82,442        $    15,139
Due to shareholder                                 22,124                  0
Payroll Taxes Payable                               7,018              3,226
Note Payable                                        5,000             10,000
                                              -----------        -----------
TOTAL LIABILITIES                             $   116,584        $    28,365



Common Stock, $.01 par value,
  authorized 100,000,000 shares;
  issued and outstanding 64,932,502
  December 31, 2000 and 66,032,505
  June 30, 2001                               $   660,325        $   649,325
Paid in capital                                24,042,119         23,905,619
Deficit                                       (24,751,410)       (24,535,450)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)          $   (48,966)       $    19,494
                                              -----------        -----------
TOTAL LIABILITIES                              $   67,618        $    47,859
 AND STOCKHOLDERS' EQUITY (DEFICIT)          =============       ===========
</Table>


See accompanying notes

                                                                               2


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                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.


     KENILWORTH SYSTEMS CORPORATION
By:/s/ Herbert Lindo
     --------------------------------------
     Herbert Lindo, President, Chief
     Executive Officer and Chief Financial Officer
     August 21, 2001