<Page>

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

                                    FORM 10-Q
                                   (Mark One)

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

         For the quarterly period ended September 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 September 30, 2001 was:


                                   71,495,808

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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>
                                                    September 30       December 31
                                                        2001               2000
                                                    ------------       ------------
                                                     (unaudited)
                         ASSETS

<S>                                                 <C>                <C>
Cash                                                $      1,127       $      8,582
Due from shareholders (subscriptions)                     57,985             28,982
Other current assets                                      37,500                  0
Property, Plant and Equipment, Net                         8,007             10,295
                                                    ------------       ------------

TOTAL ASSETS                                        $    104,619       $     47,859
                                                    ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Accrued Liabilities                                 $     59,560       $     15,139
Payroll Taxes Payable                                      6,000              3,226
Notes Payable                                                  0             10,000
                                                    ------------       ------------
TOTAL LIABILITIES                                   $     65,560       $     28,365

Common Stock, $.01 par value,
Authorized 200,000,000 shares;
issued and outstanding 64,932,502
December 31, 2000 and 71,495,808
September 30, 2001                                  $    714,958       $    649,325

Paid in capital                                       24,177,486         23,905,619
Deficit                                              (24,853,385)       (24,535,450)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                $     39,059       $     19,494
                                                    ------------       ------------
TOTAL LIABILITIES
   AND STOCKHOLDERS' EQUITY (DEFICIT)               $    104,619       $     47,859
                                                    ============       ============
</Table>


See accompanying notes.

                                                                               2
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                         KENILWORTH SYSTEMS CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATION AND DEFICIT

<Table>
<Caption>
                                    Three-Months Ended                  Nine-Months Ended
                                       September 30                        September 30
                                  2001              2000              2001              2000
                               -----------       -----------       -----------       -----------
                               (unaudited)       (unaudited)       (unaudited)       (unaudited)
<S>                            <C>               <C>               <C>               <C>
Revenues:

Sales                                    0                 0                 0                 0

Costs and Expenses:

Selling, general
   and administrative
   expenses                        101,975            29,949           317,935            83,518
Placement cost of
   Convertible Note                  8,500             8,500
Interest expense (income)                0              (370)                0              (370)
Total Costs and
   Expenses                        101,975            38,079           317,935            91,648

Net income (loss)
  before other income
  and (losses)                    (101,975)          (38,079)         (317,935)          (91,648)

Net income (loss)                 (101,975)          (38,079)         (317,935)          (91,648)
Deficit - Beginning
   of period                   (24,751,410)      (24,452,430)      (24,535,450)      (24,398,861)

Deficit - End of
   of period                   (24,853,385)      (24,490,509)      (24,853,385)      (24,490,509)
                               ===========       ===========       ===========       ===========

Earnings (Loss) per
   Share of Common
   Stock (Note 4)                        0                 0                 0                 0

Average number of
   shares outstanding           64,175,936        64,175,936        64,175,936        64,175,936
                               ===========       ===========       ===========       ===========
</Table>


See accompanying notes.

                                                                               3
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                 KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                   Nine-months ended
                                                      September 30
                                                  2001            2000
                                                ---------       ---------
                                               (unaudited)      (unaudited)
<S>                                             <C>             <C>
CASH FLOWS USED IN
  OPERATING ACTIVITIES

Net Loss                                        $(317,935)      $ (91,648)
Adjustments to reconcile net income to
  net cash used in operating activities             3,432          33,593
Depreciation increase (decrease) in due
  to related party                                 51,106
Increase(decrease)in accrued liabilities          (11,125)          3,104
Increase in receivables
Prepaid expenses                                   37,985            (651)

      TOTAL ADJUSTMENTS NET CASH USED IN
        OPERATING ACTIVITIES                     (236,527)        (55,603)

Cash flows from investing activities
Purchase of Equipment                           $       0       $  (2,614)

CASH FLOWS FROM
Conversion of Promissory Notes                    180,000
                                                ---------       ---------

FINANCING ACTIVITIES
Increase (decrease)in due from Shareholder         37,500          47,340
Proceeds from issuance of Promissory Notes         19,027         100,000
                                                ---------       ---------

Net cash provided by financing activities
Net Increase (Decrease) in cash                       160          89,123
CASH - BEGINNING OF PERIOD                            967               2
                                                ---------       ---------
CASH - END OF PERIOD                            $   1,127       $  89,125
                                                =========       =========
</Table>


See accompanying notes.

                                                                               4
<Page>

                         KENILWORTH SYSTEMS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated
financial 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 September 30,
2001 (unaudited) and December 31, 2000 and the related statements of operations
for each of the three and nine month periods ended September 30, 2001 and 2000
and statement of cash flows for the nine month period ended September 30, 2001
and 2000.

The results of operations for the three and nine month periods ended September
30, 2001 are not necessarily indicative of the results for the 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 be engaged in the business of developing and
manufacturing terminals that permit individuals from remote locations, to play
along with live in progress casino table games located outside the casino
confines via TV (simulcast) satellite broadcast around the world.

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

The Company emerged from Chapter 7 bankruptcy on September 23, 1998 and since
plans to be engaged in the development, manufacturing, marketing and operation
of a systems that allows casino patrons to play along with live table games in
progress via TV satellite broadcasts on terminals located in racetracks, hotels,
resorts, bars, homes, offices and other public gathering places around the
world.

NOTE 3 - PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Kenilworth Systems
Corporation and its wholly owned subsidiaries: Video Wagering Systems
Corporation, Roulabette Nevada Corporation and Kenilworth Systems Nevada
Corporation. None of these subsidiaries has any assets or liabilities.

                                                                               5
<Page>

NOTE 4 - EARNINGS PER SHARE

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

Basic loss per share is based on the weighted-average number of shares of common
stock outstanding for the period, which were ($.00), ($.00), and ($.00) for the
year ended December 31, 2000, and the periods September 30, 2001 and September
30, 2000.

Diluted earnings per share have not been presented in the accompanying financial
statements because the effect of assumed conversion of convertible promissory
notes was anti-dilutive.

NOTE 5 - INCOME TAXES

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

The Company is a "C" Corporation for tax purposes.

The Company estimates that it has available approximately $8,500,000 in net
operating loss carry-forwards, which expire at various dates through 2020.
Utilization of the NOL carry-forward may be limited under various sections of
the Internal Revenue Code depending on the nature of the Company's operations.

The Company has a deferred tax asset of approximately $2,800,000 arising from
its net operating loss carry- forwards. The deferred tax asset has been fully
reserved due to the uncertainty of future realization.

NOTE 6 - USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                                                               6
<Page>

NOTE 8 - PROPERTY AND EQUIPMENT

Property and Equipment are stated at cost. For financial reporting purposes,
property and equipment are depreciated utilizing the straight-line method over
the estimated useful lives of the related assets as follows:

                                                       YEARS
                                                       -----
                    Office Equipment                     5
                    Vehicles                             5

Property and Equipment consist of the following as of September 30, 2001 and
September 30, 2000:

                                                  Nine-months ended
                                                    September 30
                                                 2001          2000
                                                -------      -------
         Office Equipment                       $ 2,939      $     0
         Vehicles                                 8,500            0
                                                -------      -------
                                                $11,439            0
         Less-Accumulated Amortization            3,432
                                                -------      -------
         Total Property and Equipment, Net      $ 8,007      $     0
                                                =======      =======

Depreciation expense for the nine months ended September 30, 2001 and September
30, 2000 was $3,432 and $0 respectively.

NOTE 9 - DUE TO/FROM SHAREHOLDERS AT SEPTEMBER 30, 2001

Due to/from shareholders at September 30, 2001 and December 31, 2000 represents
advances made to a stockholder of the Company or loaned to the Company in the
normal course of business. Such amounts are non-interest bearing and have no
definite repayment terms.

NOTE 10 - NOTE PAYABLE/ RECEIVABLE

At December 31, 2000 the Company had a ten thousand-dollar ($10,000) Note
Payable with interest at 8.5% and principal due on January 15, 2001. The loan
was guaranteed by a shareholder of the Company. Subsequent to year-end the Note
was repaid in full. At June 30, 2001 the Company had a five thousand dollar
($5,000) note payable which was


                                                                               7
<Page>

repaid and twenty thousand dollar ($20,000) due from shareholders which was
received. There were no notes payable at September 30, 2001.

NOTE 11 - CONVERTIBLE PROMISSORY NOTES

In August 2000, the Company sold a one (1) year one hundred thousand dollar
($100,000.00) Convertible Promissory Note to a single, non-affiliated party. The
Note was converted in December 2000 into nine hundred thirty seven thousand
seven hundred seventy eight (937,778) shares which included twenty one thousand
one hundred six (21,106) shares for the accrued interest. Prior thereto, the
Company has sold a total of thirty eight thousand five hundred dollars
($38,500.00) in Convertible Notes to three (3) individuals between December 1998
and June 30, 2000. On November 6, 2001 Convertible Promissory Notes totaling one
hundred eighty thousand dollars ($180,000) issued during the second quarter of
2001 were also converted subsequent to September 30, 2001. The conversion was
treated as if it had occurred at the end of the third quarter. All adjustments
are included in these financials. All Notes were converted into restricted
common stock of the Company as the term is defined under the Securities Act of
1933. All proceeds have been used to defray current expenses, which are minimal
during present operations.

NOTE 12 - GOING CONCERN UNCERTAINTY

As indicated in Note 2, the Company emerged from Chapter 7 in September 1998 and
has not yet commenced operations. These factors create uncertainty as to the
Company's ability to operate as a going-concern. Management plans to develop a
wagering system that allows casino patrons and individuals outside the casino to
play along with live casino table games. The first step in the plan is to
conduct testing. Unless the Company is able to obtain sufficient funds, none of
the tests and initial development work can commence. The Company plans to obtain
the necessary funding by offering its common stock, or Senior Cumulative
Convertible Preferred Shares in a private placement, or selling limited joint
venture participations in future "play along with casino game" franchises. There
can be no assurances the Company can be successful in obtaining such financing.

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

NOTE 13 - COMMITMENTS AND CONTINGENCIES

OUTSTANDING PAYROLL TAXES

As of year-end, 2000, the Internal Revenue Service (IRS) is contending that the
Company owes payroll taxes including interest and penalties totaling almost four
hundred thousand dollars ($400,000) for various periods from 1985-1991. The
Company is currently in negotiations with the IRS to resolve these issues. In
management's opinion, no accruals are necessary since it believes that these
assessments are incorrect and were discharged in its bankruptcy proceedings.


                                                                               8
<Page>

NOTE 14 - AUTHORIZED SHARES

On December 8, 1998, the Company filed a Certificate of Amendment to its
Certificate of Incorporation increasing its authorized number of shares to one
hundred million (100,000,000) at $.01 par value. At the Annual Meeting of
Shareholders on August 13, 2001 the shareholders approved retroactively the
authorization to increase the number of Common Shares to one hundred million
(100,000,000) shares and further approved to increase the number of Common
Shares to two hundred million (200,000,000) and the issuance of up to one
million (1,000,000) shares of Preferred Stock.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Since we emerged from bankruptcy proceedings on September 23, 1998 we have had
no revenues from operations. We sustained substantial losses from general
administrative expenses amounting to $136,589 in 2000, $11,830 in 1999 and for
the nine-months ended September 30, 2001 we sustained losses from general
administrative expenses amounting to $317,935 compared to a loss of $91,648 for
the nine months ending September 30, 2000. For the three months ending September
30, 2001 our loss was $101,975 compared to $38,079 for the corresponding period
ending September 30, 2000. Kenilworth has had no revenues from operations during
the past eight (8) years and there can be no assurances that it will ever have
revenues from present planned operations.

LIQUIDITY AND CAPITAL RESOURCES

We plan to be engaged in the development, manufacturing, marketing and operation
of "Project Roulabette". Project Roulabette is proposed to allow casino patrons
and other players around the industrialized world to play along with live
in-progress casino table games such as Roulette, Craps, Baccarat and Black Jack
via digital satellite television programming emanating from strictly state of
Nevada regulated casinos and other located in the United States and around the
world, on self-sufficient computer terminals dubbed "Roulabette".

Our present plans are to develop a wagering system dubbed "Project Roulabette"
that would allow patrons all over the industrialized world to play and wager
along on live casino table games on terminals placed in hotels, resorts, bars
and other public gathering places and in homes and offices on personal computers
(PC's) or television sets connected to set top boxes for Interactive TV via
digital satellite broadcasts emanating from strictly regulated U.S. casinos.

The first step will be to conduct a feasibility test using a Las Vegas casino to
be observed by the Nevada Gaming Control Board and other entities that will
participate in the worldwide broadcasts. After a successful test a (3) month
test of the system


                                                                               9
<Page>

at our proposed facility and, after successfully completing the test, to test
the system using a casino site with twenty (20) Roulabette terminals.

To conduct the tests Kenilworth believes it will require initially five million
dollars ($5,000,000) to (a) purchase computers, digital television broadcast
equipment and table games; and, (b) defray the cost of the facility and pay the
salaries of six (6) employees who are specialists in software design, TV
broadcasts, and mechanical design, for a period of eighteen (18) months, and
from time to time, consultants who will assist the design team. In order to
market Project Roulabette while the development of the terminals proceeds we
will require an additional five million dollars ($5,000,000) to hire management
and marketing people to secure future orders for the system. There can be no
assurances this money will ever be available to Kenilworth. As of September 30,
2001 we had no working capital.


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND RISK FACTORS

The information contained in this Form 10-Q and Kenilworth's other filings with
the Securities Exchange Commission may contain "forward-looking" statements
within the meaning of section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and is subject
to the safe harbors created thereby. Such information involves important risks
and uncertainties that could significantly affect results in the future and,
accordingly, such results may differ from those expressed in any forward looking
statements herein. Future operating results may be adversely affected as a
result of a number of factors.

You should not rely on forward-looking statements in this Form 10-Q. This Form
10-Q contains forward-looking statements that involved risks and uncertainties.
We use 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, which
apply only as of the date of this Form 10-Q. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by Kenilworth as described below and
elsewhere in this Form 10-Q.

RISKS

Specific reference is made to each of the risks described in Item 7 of the Form
10-K for December 31, 2000 under the discussion "Cautionary Statement for
Purposes of the Safe Harbor Provisions of the 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 and filings under the Securities Exchange Act of
1934 as amended and as may be applicable under the Securities Act of 1933 as
amended.


                                                                              10
<Page>

                                     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:

         On June 28, 2001 the Company mailed to its shareholders the Proxy
         Statement and Annual Report on Form 10-K for the year ended December
         31, 2001, for the first Annual Meeting in thirteen (13) years to be
         held on August 13, 2001.  The results of the meeting are reported
         as Subsequent Events.

Item 5.  EXHIBITS AND REPORTS ON FORM 8-K:

         (a)      On June 5, 2001 Kenilworth filed a 8-K under Item 5, other
                  events, dated June 5, 2001 referring to its news released
                  dated June 5, 2001, filed as Exhibit 20 to the Form 8-K.

         (b)      On August 16, 2001 the Company reported the favorable results
                  of the first shareholders meeting in thirteen (13) years which
                  required retroactive approvals by the majority of
                  shareholders.

OTHER EVENTS

         The Annual Meeting of the shareholders of Kenilworth took place on
         August 13, 2001. At the meeting the existing board of directors,
         Herbert Lindo, Joyce Clark and Kit Wong were re-elected. The following
         proposals were adopted at the meeting by the votes indicated:


                                                                              11
<Page>

                       PROPOSAL 1: Election of Directors.

                                       FOR                   AGAINST
                                       ---                   -------

         Herbert Lindo              61,566,016                   0
         Joyce Clark                61,566,016                   0
         Kit Wong                   61,566,016                   0


            PROPOSAL 2: Ratification and Adoption of Performance and
                             Equity Incentive Plan.


         FOR                     42,328,524
         AGAINST                    150,594
         ABSTAIN                    112,725
         BROKER NON-VOTES        18,974,173



             PROPOSAL 3: Ratification of Certificate of Amendment to
                  Kenilworth's Certificate of Incorporation on
                 December 7, 1998 and all shares of Common Stock
                         Issued in excess of 60,000,000.


         FOR                     61,626,250
         AGAINST                    124,690
         ABSTAIN                    291,925
         BROKER NON-VOTES                 0


          PROPOSAL 4: Approval of Amendment to Kenilworth's Certificate
               of Incorporation to Increase the authorized number
                    of shares of Common Stock to 200,000,000.


         FOR                     61,496,750
         AGAINST                    348,025
         ABSTAIN                    291,925
         BROKER NON-VOTES                 0


          PROPOSAL 5: Approval of Amendment to Kenilworth's Certificate
                of Incorporation to authorize 2,000,000 shares of
                                Preferred Stock.


         FOR                     61,284,525
         AGAINST                    577,005
         ABSTAIN                    227,525
         BROKER NON-VOTES        18,447,655


                                                                              12
<Page>

            PROPOSAL 6: Ratification of Peter C. Cosmos Co. Certified
                  Public Accountants, as Independent Auditors.


         FOR                                61,536,750
         AGAINST                        28,400
         ABSTAIN                    252,625
         BROKER NON-VOTES                 0












                                                                              13
<Page>

                                  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
        November 14th, 2001










                                                                              14