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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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ý
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Quarterly
report pursuant to Section 13 OR 15(D) of the Securities Exchange
Act of 1934
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For the
quarterly period ended June 30, 2005
OR
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o
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Transition
report pursuant to Section 13 or 15(D) of the Securities Exchange
Act of 1934
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For the transition period from
to
Commission File Number: 0-08962
KENILWORTH SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
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New York
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84-1641415
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(State of incorporation)
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(I.R.S. employer identification no.)
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185 Willis Avenue, Mineola, New
York
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11501
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(Address of principal executive offices)
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(Zip Code)
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(516) 741-1352
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(Registrants telephone number, including area
code)
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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 issuers 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
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Part I.
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Financial Information
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Item 1.
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Financial Statements
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Condensed Consolidated
Balance Sheets (unaudited) June 30, 2005 and December 31, 2004
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3
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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
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4
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Condensed Consolidated
Statements of Cash Flows (unaudited) Six months ended June 30, 2005
and 2004, and the period from inception to June 30, 2005
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5
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Condensed
Notes to Consolidated Financial Statements (unaudited)
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6
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Item 2.
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Managements
Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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Part II.
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Other Information
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11
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Item 1.
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Legal Proceedings
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11
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Item 6.
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Exhibits
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11
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Signature
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12
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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 Kenilworths 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
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June 30, 2005
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December 31, 2004
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(Unaudited)
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ASSETS
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CURRENT
ASSETS
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Cash
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$
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78,775
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$
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5
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Prepaid expenses
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31,250
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93,750
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Loan receivable - employee
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4,800
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Total current assets
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114,825
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93,755
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PROPERTY AND
EQUIPMENT - NET
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30,223
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36,863
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PATENT
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66,543
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68,763
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SECURITY
DEPOSIT
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4,250
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4,250
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Total assets
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$
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215,841
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$
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203,631
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT
LIABILITIES
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Accounts payable and accrued expenses
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$
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101,087
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$
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218,772
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Payroll taxes payable
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16,255
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59,522
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Loans payable - stockholders
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5,000
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10,000
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Loans payable - related parties
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25,120
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Total current liabilities
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122,342
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313,414
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STOCKHOLDERS'
EQUITY (DEFICIT)
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Preferred stock - par value $.01 per share;
authorized 2,000,000 shares; no shares issued and outstanding
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Common stock - par value $.01 per share;
authorized 200,000,000 shares; issued and outstanding 159,371,245 and
137,551,245 shares, respectively
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1,593,712
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1,375,512
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Additional paid-in capital
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27,887,194
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26,468,771
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Less: stock subscriptions receivable
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(57,500
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(15,000
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Accumulated
Deficit
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(24,379,119
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(24,379,119
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Deficit accumulated during the development
stage
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(4,950,788
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(3,559,947
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Total stockholders' equity (deficit)
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93,499
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(109,783
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Total liabilities and stockholders' equity
(deficit)
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$
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215,841
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$
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203,631
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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)
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Period from
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November 24, 1998
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For the six months ended June 30,
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For the three months ended June 30,
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(Inception) to
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2005
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2004
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2005
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2004
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June 30, 2005
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Expenses
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Selling, general and administrative
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$
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823,733
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$
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1,064,073
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$
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662,430
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$
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355,861
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$
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3,627,352
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