**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

ý                                  **Quarterly report pursuant to Section 13 OR 15(D) ofthe Securities Exchange Act of 1934**

 

**For the quarterly period ended June30, 2003**

 

**OR**

 

**o****                                 Transition reportpursuant 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)

 

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes  ý   No  o

 

State thenumber of shares outstanding of each of the issuer’s classes of common stock asof the latest practical date

 

Thenumber of shares of common stock, $.01 par value of the Registrant outstandingas of August 1, 2003 was: 121,322,757

 

 

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KENILWORTH SYSTEMS CORPORATION

INDEX TO FORM 10-Q

 

PART I.

FINANCIAL INFORMATION

 

ITEM1.     FINANCIAL STATEMENTS

 

KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 
|                                                                                                                                                                           |   | **June 30   2003** |      | **December  31   2002** |    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|-----------|-------------------------|---------|
|                                                                                                                                                                           |   | **(unaudited)**    |      |                    |    |
| ASSETS                                                                                                                                                                         |   |               |      |                    |    |
|                                                                                                                                                                           |   |               |      |                    |    |
| Cash                                                                                                                                                                           |   | $                  | 42,221    |                    | $       | 10,071 |   |
| Prepaid expenses                                                                                                                                                               |   | 121,107            |      | 232,544                 |    |
| Due from sale of  Convertible Note                                                                                                                                             |   | 100,000            |      | —                  |    |
| Property, Plant  and Equipment, Net                                                                                                                                            |   | 16,072             |      | 13,263                  |    |
|                                                                                                                                                                           |   | 279,400            |      | $                       | 255,878 |   |
| Patent  Acquisition Cost                                                                                                                                                       |   | 2,500,000          |      | —                  |    |
|                                                                                                                                                                           |   |               |      |                    |    |
| TOTAL ASSETS                                                                                                                                                                   |   | $                  | 2,779,400 |                    | $       | 255,878 |   |
|                                                                                                                                                                           |   |               |      |                    |    |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                            |   |               |      |                    |    |
|                                                                                                                                                                           |   |               |      |                    |    |
| Accrued  Liabilities                                                                                                                                                           |   | $                  | 128,440   |                    | $       | 93,883 |   |
| Payroll Taxes  Payable                                                                                                                                                         |   | 5,600              |      | 13,575                  |    |
| Notes Payable  within one year                                                                                                                                                 |   | 128,196            |      | —                  |    |
| Notes Payable  after one year (auto)                                                                                                                                           |   | 10,065             |      | —                  |    |
|                                                                                                                                                                           |   |               |      |                    |    |
| TOTAL LIABILITIES                                                                                                                                                              |   | $                  | 272,301   |                    | $       | 107,458 |   |
|                                                                                                                                                                           |   |               |      |                    |    |
| Common Stock,  $.01 par value, authorized 200,000,000 shares; issued and outstanding  89,304,589 in December 31, 2002 and 121,322,757 issued or to be issued on  June 30, 2003 |   | $                  | 1,213,227 |                    | $       | 893,045 |   |
|                                                                                                                                                                           |   |               |      |                    |    |
| Paid in capital                                                                                                                                                                |   | 27,603,560         |      | 24,872,604              |    |
|                                                                                                                                                                           |   |               |      |                    |    |
| Deficit                                                                                                                                                                        |   | (26,309,688        | )         | (25,617,229             | )       |
| TOTAL  STOCKHOLDERS’ EQUITY                                                                                                                                               |   | $                  | 2,507,099 |                    | $       | 148,420 |   |
|                                                                                                                                                                           |   |               |      |                    |    |
| TOTAL  LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                               |   | $                  | 2,779,400 |                    | $       | 255,878 |   |

 

Seeaccompanying notes.

 

 

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KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATION AND DEFICIT

 

 
|                                                |   | **Three-Months  Ended   June 30** |    | **Six-Months  Ended   June 30** |   |
|-----------------------------------------------------|--------|-----------------------------------|---------|---------------------------------|--------|
|                                                |   | **2003**                          |    | **2002**                        |   | **2003** |   | **2002** |   |
|                                                |   | **(unaudited)**                   |    | **(unaudited)**                 |   | **(unaudited)** |   | **(unaudited)** |   |
| Revenues:                                           |   |                              |    |                            |   |   |   |   |   |
| Sales                                               |   | 0                                 |    | 0                               |   | 0 |   | 0 |   |
| Costs and  Expenses:                                |   | 0                                 |    | 0                               |   | 0 |   | 0 |   |
| Selling, general  and administrative expenses       |   | $                                 | 138,984 |                            | $      | 69,167 |   | $ | 692,459 |   | $ | 107,709 |   |
|                                                |   |                              |    |                            |   |   |   |   |   |
| Total Costs and  Expenses                           |   | 138,984                           |    | 69,167                          |   | 692,459 |   | 107,709 |   |
|                                                |   |                              |    |                            |   |   |   |   |   |
| Net income  (loss) before other income and (losses) |   | (138,984                          | )       | (69,167                         | )      | (692,459 | ) | (107,709 | ) |
|                                                |   |                              |    |                            |   |   |   |   |   |
| Net income  (loss)                                  |   | (138,984                          | )       | (69,167                         | )      | (692,459 | ) | (107,709 | ) |
| Deficit-Beginning  of period                        |   | (26,170,704                       | )       | (24,995,482                     | )      | (25,617,229 | ) | (24,956,940 | ) |
| Deficit-End of  of period                           |   | (26,309,688                       | )       | (25,064,649                     | )      | (26,309,688 | ) | (25,064,649 | ) |
|                                                |   |                              |    |                            |   |   |   |   |   |
| Earnings (Loss)  per Share of common stock (Note 4) |   | 0                                 |    | 0                               |   | 0 |   | 0 |   |
| Average number  of shares outstanding               |   | 121,322,757                       |    | 75,285,048                      |   | 121,322,757 |   | 75,285,048 |   |
|                                                     |        |                                   |         |                                 |        |  |  |  |  |  |  |  |  |

 

Seeaccompanying notes.

 

 

3

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KENILWORTH SYSTEMS CORPORATION

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 
|                                                                          |   | **Six-month  ended   June 30** |     |
|-------------------------------------------------------------------------------|--------|--------------------------------|----------|
|                                                                          |   | **2003**                       |     | **2002** |   |
|                                                                          |   | **(unaudited)**                |     | **(unaudited)** |   |
| CASH FLOWS USED  IN OPERATING ACTIVITIES                                      |   |                           |     |   |   |
|                                                                          |   |                           |     |   |   |
| Net Loss                                                                      |   | $                              | (692,459 | ) | $ | (107,709 | ) |
| Adjustments to  reconcile net income to net cash used in operating activities |   |                           |     |   |   |
| Depreciation                                                                  |   | 1,328                          |     | 2,288 |   |
| Increase in receiveables                                                      |   | 0                              |     | 3,000 |   |
|                                                                          |   |                           |     |   |   |
| Increase(Decrease)  in accrued liabilities                                    |   | 19,826                         |     | 27,553 |   |
| TOTAL  ADJUSTMENTS NET CASH USED IN OPERATING ACTIVITIES                      |   | (671,305                       | )        | 74,865 |   |
|                                                                          |   |                           |     |   |   |
| Cash flows from  Investing Activities                                         |   |                           |     |   |   |
| Purchase of  Equipment                                                        |   | $                              | (13,461  | ) | $ | 0 |   |
| Purchase of  Patent                                                           |   | (2,500,000                     | )        |   |   |
|                                                                          |   |                           |     |   |   |
| Cash flows from                                                               |   |                           |     |   |   |
| Conversion of  Promissory Notes                                               |   | 558,483                        |     | 10,000 |   |
|                                                                          |   |                           |     |   |   |
| FINANCING  ACTIVITIES                                                         |   |                           |     |   |   |
| Increase  (decrease) in due to Affiliate                                      |   | 2,629,220                      |     | (23,000 | ) |
| Proceeds from  issuance of Convertible Promissory Note                        |   | 0                              |     | 120,000 |   |
| Net cash provided  by financing Activities                                    |   | 674,242                        |     | 143,000 |   |
| Net Increase  (Decrease) in cash                                              |   | 32,150                         |     |   |   |
| CASH — BEGINNING  OF PERIOD                                              |   | 10,071                         |     | 24,739 |   |
| CASH — END OF  PERIOD                                                    |   | $                              | 42,221   |   | $ | 25,706 |   |

 

Seeaccompanying notes.

 

 

4

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KENILWORTH SYSTEMS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 - BASIS OF PRESENTATION

 

In theopinion of management, the accompanying unaudited condensed consolidatedfinancial statements of Kenilworth Systems Corporation and subsidiaries(“Kenilworth”) contain all adjustments (consisting of only normal accruals)necessary to present fairly the consolidated balance sheets as of June 30, 2003(unaudited) and December 31, 2002 and the related statements of operations andfor each of the three and six-month periods ended June 30, 2003 and 2002 andDecember 31, 2002 cash flows for the six-month periods ended June 30, 2003 and2002.

 

Theresults of operations for the six-month periods ended June 30, 2003 are notnecessarily indicative of the results for the entire year.

 

NOTE 2 - THE COMPANY AND NATURE OF BUSINESS

 

KenilworthSystems Corporation (the “Company”) was incorporated in New York in April 1968and now plans to be engaged in the business of developing and manufacturingterminals and design systems that permit individuals from remote locations, toplay along with live in progress casino table games via TV (simulcast)satellite broadcast around the world.

 

TheCompany was granted a U.S. Patent # U.S. 6,575,834 on June 10, 2003 for “Systemand Method for Remote Roulette and Other Game Play Using Game Table at aCasino”.  The Patent grant places theCompany in a singularly prominent position. It has been filed for approval in 33 countries including Russia andChina.  It protects the Company’sbroadcast of live in-progress casino table game play for wagering throughoutthe industrialized world for the next seventeen (17) years.

 

TheCompany was in bankruptcy proceedings under Chapter 7 and 11 of the BankruptcyCode for the period from August 28, 1982 through September 23, 1998. TheCompany ceased all operations, between February 2, 1991 through September 23,1998.

 

TheCompany emerged from Chapter 7 bankruptcy on September 23, 1998 and plans to beengaged in the development, manufacturing, marketing and operation of a systemthat allows casino patrons to play along with live table games in-progress viaTV satellite broadcasts on TV sets and terminals located outside the casinoconfines.

 

NOTE 3 - PRINCIPLES OF CONSOLIDATION

 

Theconsolidated financial statements include the accounts of Kenilworth SystemsCorporation and its wholly owned subsidiaries: Video Wagering SystemsCorporation, RoulabetteTM Nevada Corporation, Kenilworth Systems NevadaCorporation and Kenilworth Systems (UK) Limited. None of these subsidiaries hasany assets or liabilities.

 

NOTE 4 - EARNINGS PER SHARE

 

TheCompany computes and presents earnings (loss) per share in accordance with therequirements of Statement of Financial Accounting Standards (“SFAS”) No. 128“Earnings Per Share”.

 

Basicloss per share is based on the weighted-average number of shares of commonstock outstanding for the periods, which were ($.00), ($.00),and ($.00) for the year ended December31, 2002, and the periods June 30, 2003 and 2002.

 

 

5

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Dilutedearnings per share have not been presented in the accompanying financialstatements because the effect of conversion of convertible promissory notes wasanti-dilutive.

 

NOTE 5 - INCOME TAXES

 

TheCompany uses the liability method to account for income taxes in accordancewith requirements of SFAS No. 109.

 

TheCompany is a “C” Corporation for tax purposes.

 

TheCompany estimates that it has available approximately ten million dollars($10,000,000) in net operating loss carry-forwards, which expire at variousdates through 2020. Utilization of the NOL carry-forward may be limited undervarious sections of the Internal Revenue Code depending on the nature of theCompany’s operations.

 

TheCompany has a deferred tax asset of approximately two million eight hundredthousand dollars ($2,800,000) arising from its net operating loss carry-forwards. The deferred tax asset has been fully reserved due to the uncertaintyof future realization.

 

NOTE 6 - USE OF ESTIMATES IN THE FINANCIALSTATEMENTS

 

Thepreparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements andthe reported amounts of revenues and expenses during the reporting period.Actual results could differ from these estimates.

 

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

TheCompany’s financial statements include cash, receivables and accounts payable.Due to the short-term nature of these instruments, the fair value of theseinstruments approximates their recorded values.

 

NOTE 8 - PROPERTY AND EQUIPMENT

 

Propertyand Equipment are stated at cost. For financial reporting purposes, propertyand equipment are depreciated utilizing the Straight-Line Method over theestimated useful lives of the related assets as follows:

 

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

 

 

 

Propertyand Equipment consist of the following as of June 30, 2003 and June 30, 2002:

 
|                               |   | **Six-month  ended   June 30** |   |
|------------------------------------|--------|--------------------------------|--------|
|                               |   | **2003**                       |   | **2002** |   |
| Office Equipment                   |   | $                              | 3,939  |   | $ | 2,939 |   |
| Vehicles                           |   | 13,461                         |   | 8,500 |   |
|                               |   | $                              | 17,400 |   | $ | 11,439 |   |
| Less-Accumulated  Amortization     |   | 1,328                          |   | 4,576 |   |
| Total Property  and Equipment, Net |   | $                              | 16,072 |   | $ | 6,863 |   |

 

 

6

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Depreciationexpense for the periods ended June 30, 2003 and 2002 was $1,328 and $4,576respectively due to the theft of vehicle and insurance reimbursement.

 

NOTE 9 - CONVERTIBLE PROMISSORY NOTES

 

Duringthe year 2002 Convertible Promissory Notes totaling five hundred twenty thousanddollars ($520,000) issued in 2002 where converted into 11,520,605 shares ofCommon Stock.  During the quarter period ended March 31, 2003, Notestotaling two hundred fifty thousand dollars ($250,000) were sold and convertedinto 4,166,666 shares during the quarter period ended June 30, 2003 Notestotaling one hundred twenty thousand dollars ($120,000) were sold and convertedinto 2,671,812 shares of restricted Common Stock.  On a one hundredthousand dollar ($100,000) Note, the Company agreed to extend to September 2003a balance payable of fifty thousand dollars ($50,000).  Subsequent to June 30, 2003 all Notesreceivable were paid and are reflected in these financials.

 

NOTE10 - PRO-FORMAPRESENTATION AS AT MARCH 31, 2003

 

OnFebruary 24, 2003, the United States Patent and Trade Mark Offices gave noticeof intent to approve the Company’s patent titled “System and Method for RemoteRoulette and Other Game Play Using Game Table at a Casino” which was assignedby Herbert Lindo, the inventor, in August 2000, to the Company.

 

The Boardof Directors (with Mr. Lindo abstaining) voted to issue to Mr. Lindo 20,000,000shares of the Company’s Common Stock in lieu of a payment $2,50,000 which theBoard considered fair consideration for the invention.  The transactionwas subject to shareholder’s approval at the annual meeting of shareholders toheld on May 28, 2003.

 

The Boardof Directors directed all shareholders to vote in favor of the proposal in theCompany’s Proxy Statement for the shareholder’s meeting.

 

In orderfor shareholders to evaluate the proposal, the Company presented in these thequarter annual financials for the period ending March 31, 2003 interposing theeffect of issuing 20,000,000 shares in lieu of $2,500,000 payment on aPro-Forma basis.

 

At theAnnual Meeting of Stock Holder’s held on May 28, 2003 sixty-six percent (66%)of the Shareholder’s were present or represented by proxies.  All the nominated Directors were elected forone (1) year terms and the issuance of twenty million (20,000,000) shares ofCommon Stock of the Company, for investment, to Herbert Lindo, the inventor ofthe Company’s Patent, was approved.  TheCompany placed a value of two million five hundred thousand dollars($2,500,000) on the Patent based on the shares issued to Herbert Lindo.

 

NOTE11 - GOINGCONCERN UNCERTAINTY

 

Asindicated in Note 2, the Company emerged from Chapter 7 in September 1998 andhas not yet commenced manufacturing operations. These factors createuncertainty as to the Company’s ability to operate as a going-concern.Management plans to develop a wagering system that allows casino patrons andindividuals outside the casino to play along with live casino table games.Among the first steps in the plan is to conduct testing. Unless the Company isable to obtain a casino site to conduct the test and sufficient funds, none ofthe tests and initial development work can commence. The Company plans toobtain the 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.

 

Theaccompanying financial statements have been prepared assuming the Company is agoing-concern and do not reflect adjustments, if any, that would be necessaryif the Company were not a going-concern.

 

 

7

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NOTE12 - COMMITMENTSAND CONTINGENCIES

 

OUTSTANDINGPAYROLL TAXES

 

Duringthe year 2000, the Internal Revenue Service contended that the Company owespayroll taxes including interest and penalties totaling almost $400,000 forvarious periods from 1985-1991. The Company commenced negotiations with the IRSto resolve these issues. In management’s opinion, no accruals are necessarysince it believes that these assessments are incorrect and were discharged inits bankruptcy proceedings.  Similar contentions were made by the New YorkState Income Tax Authorities, which have been officially cancelled by the NewYork State Taxing Authorities on July 1, 2002.

 

ITEM2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION   AND RESULTS OF OPERATIONS

 

RESULTSOF OPERATIONS

 

Since weemerged from bankruptcy proceedings on September 23, 1998 we have had norevenues from operations. We sustained substantial losses from generaladministrative expenses amounting of $660,289 in year 2002 and for the six-months ended June 30, 2003 we sustainedlosses from general administrative expenses amounting to $692,459 compared to aloss of $107,704. Kenilworth has had no revenues from operations during thepast twelve (12) years and there can be no assurances that it will ever haverevenues from present planned operations.

 

LIQUIDITYAND CAPITAL RESOURCES

 

Ourpresent plans are to develop a wagering system dubbed “RoulabetteTM” that wouldallow patrons in the industrialized world to play and wager on live in-progresssimulcast casino table games on terminals placed in hotels, resorts, bars andother public gathering places and in homes and offices on personal computers(PC’s) or television sets connected to set top boxes for Interactive TV viadigital satellite broadcasts emanating from strictly regulated casinos.

 

A firststep will be to conduct a one (1) month test of the system at a casino site toprove the viability of broadcasting live in-progress table games around theworld.

 

Toconduct the tests Kenilworth believes it will require initially five milliondollars ($5,000,000) to (a) purchase computers, digital television broadcastequipment and table games; and, (b) defray the cost of the facility and pay thesalaries of six (6) employees who are specialists in software design, TVbroadcasts, and mechanical design, for a period of eighteen (18) months, andfrom time to time, consultants who will assist the design team. In order tomarket RoulabetteTM while the development of the terminals proceeds we willrequire an additional five million dollars ($5,000,000) to hire management andmarketing people to secure future orders for the system.

 

Unless weare able to obtain these funds, of which there are no assurances, none of thetests and initial development work can begin; and we will not be able tocommence our planned business.

 

Kenilworthplans to obtain the necessary funding by offering in Private Placements, CommonShares, Cumulative Convertible Preferred Shares and/or by the sale of limitedjoint venture participations in future RoulabetteTM franchises. There can be noassurances that the Company will be able to secure any of these funds.

 

When thetests are completed and we have obtained all required licenses from the gamingcontrol regulators and state legislatures or foreign jurisdictions to broadcastthe live in-progress casino table games and has contracts with franchisees toplace terminals around the world and franchise television 

 

 

8

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broadcasters,we expect to commence normal business. Kenilworth will also seek to obtainproduction financing from regular banking sources to finance the manufacturingof the RoulabetteTM terminals. There can be no assurances that any suchfinancing and approvals will be available to us.

 

CAUTIONARYSTATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995 AND RISK FACTORS

 

Theinformation contained in this Form 10-Q and Kenilworth’s other filings with theSecurities Exchange Commission may contain “forward-looking” statements withinthe meaning of section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended, and is subjectto the safe harbors created thereby. Such information involves important risksand uncertainties that could significantly affect results in the future and,accordingly, such results may differ from those expressed in any forwardlookingstatementsherein. Future operating results may be adversely affected as a result of anumber of factors.

 

Youshould not rely on forward-looking statements in this Form 10-Q. This Form 10-Qcontains forward-looking statements that involved risks and uncertainties. Weuse words such as “anticipates”, “believes”, “plans”, “expects”, “future”,“intends” and similar expressions to identify such forward-looking statements.You should not place undue reliance on these forward-looking statements, whichapply only as of the date of this Form 10-Q. Our actual results could differmaterially from those anticipated in these forward-looking statements for manyreasons, including the risks faced by Kenilworth as described below andelsewhere in this Form 10-Q.

 

RISKS

 

Specificreference is made to each of the risks described in Item 7 of the Form 10-K forDecember 31, 2002 under the discussion “Cautionary Statement For Purposes ofthe Safe Harbor Provisions of the Private Securities Litigation Reform Act of1995 and Risk Factors”. Reference is also made to future filings under Forms10-Q and Forms 10-K and filings under the Securities Exchange Act of 1934 asamended and as may be applicable under the Securities Act of 1933 as amended.

 

PART II.

OTHER INFORMATION

 
| Item 1. | LEGAL  PROCEEDINGS:                                      |
|---------|----------------------------------------------------------|
|    |                                                     |
|    | None of  any consequences                                |
|    |                                                     |
| 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:                                      |

 

TheCompany plans to hold its Annual Meeting of Shareholders in May 2004 with proxymaterials mailed to shareholders of record in April 1, 2004 prior to theproposed meeting dates.

 

 

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| 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. |
|    |                               |
|    | Form 8-K filed July 15, 2003       |

 

 

10

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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 |
|   | August  14, 2003                                      |

 

 

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