Kenilworth Systems Corporation
Roulabette Company News / Press Unique Patents Services Contact
News

 

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) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2005

 

OR

 

o

Transition report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

 

For the transition period from             to            

 

Commission File Number: 0-08962

 

KENILWORTH SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

 

New York

 

84-1641415

(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 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  ý   No  o

 

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, 2005 was 159,371,245.

 

 



 

Table of Contents

 

KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

 

INDEX

 

Part I.

Financial Information

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited) – June 30, 2005 and December 31, 2004

3

 

 

 

 

Condensed Consolidated Statements of Operation and Deficit (unaudited) – Six months ended June 30, 2005 and 2004, Three months ended June 30, 2005 and 2004, and the period from inception to June 30, 2005

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) – Six months ended June 30, 2005 and 2004, and the period from inception to June 30, 2005

5

 

 

 

 

Condensed Notes to Consolidated Financial Statements (unaudited)

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

Part II.

Other Information

11

 

 

 

Item 1.

Legal Proceedings

11

 

 

 

Item 6.

Exhibits

11

 

 

 

Signature

 

12

 

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/A Amendment No.1 for December 31, 2004 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.

 

2



 

KENILWORTH SYSTEMS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 30, 2005

 

December 31, 2004

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

 

$

78,775

 

$

5

 

Prepaid expenses

 

31,250

 

93,750

 

Loan receivable - employee

 

4,800

 

 

 

 

 

 

 

 

Total current assets

 

114,825

 

93,755

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT - NET

 

30,223

 

36,863

 

 

 

 

 

 

 

PATENT

 

66,543

 

68,763

 

 

 

 

 

 

 

SECURITY DEPOSIT

 

4,250

 

4,250

 

 

 

 

 

 

 

Total assets

 

$

215,841

 

$

203,631

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued expenses

 

$

101,087

 

$

218,772

 

Payroll taxes payable

 

16,255

 

59,522

 

Loans payable - stockholders

 

5,000

 

10,000

 

Loans payable - related parties

 

 

25,120

 

 

 

 

 

 

 

Total current liabilities

 

122,342

 

313,414

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock - par value $.01 per share; authorized 2,000,000 shares; no shares issued and outstanding

 

 

 

 

 

Common stock - par value $.01 per share; authorized 200,000,000 shares; issued and outstanding 159,371,245 and 137,551,245 shares, respectively

 

1,593,712

 

1,375,512

 

Additional paid-in capital

 

27,887,194

 

26,468,771

 

Less: stock subscriptions receivable

 

(57,500

)

(15,000

)

Accumulated Deficit

 

(24,379,119

)

(24,379,119

)

Deficit accumulated during the development stage

 

(4,950,788

)

(3,559,947

)

 

 

 

 

 

 

Total stockholders' equity (deficit)

 

93,499

 

(109,783

)

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 

$

215,841

 

$

203,631

 

 

The accompanying notes are an integral part of these financial statements.

 

3



 

KENILWORTH SYSTEMS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Period from

 

 

 

 

 

 

 

 

 

 

 

November 24, 1998

 

 

 

For the six months ended June 30,

 

For the three months ended June 30,

 

(Inception) to

 

 

 

2005

 

2004

 

2005

 

2004

 

June 30, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

$

823,733

 

$

1,064,073

 

$

662,430

 

$

355,861

 

$

3,627,352