UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

 

For the transition period from             to

Commission File Number: 0-08962

KENILWORTH SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

 

(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  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 March 31, 2007 was 287,594,294.

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) - March 31, 2007 and December 31, 2006		4
		Condensed Consolidated Statements of Operation (and Deficit) (unaudited) - Three months ended March 31, 2007 and 2006, and the period from inception, as a Development Stage Company, to March 31, 2007		5
		Condensed Consolidated Statements of Cash Flows (unaudited) - Three months ended March 31, 2007 and 2006, and the period from inception, as a Development Stage Company, to March 31, 2007		6
		Condensed Notes to Consolidated Financial Statements (unaudited)		8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.		Quantitative and Qualitative Disclosures About Market Risk
Item 4.		Controls and Procedures
Part II.		Other Information
Item 1.		Description of Business		10
Item 2.		Legal Proceedings		16
Items 3,4,5,6				16
Item 7.		Exhibits		16
Signature				17

 

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q/A Amendment No. 1 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/A Amendment No. 1. This Form 10-Q/A Amendment No. 1 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/A Amendment No. 1. 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/A Amendment No. 1.

RISKS

Specific reference is made to each of the risks described in Item 7 in Part II of the Form 10-K for December 31, 2006 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.

INTRODUCTORY NOTE

The 10-Q/A Amendment No. 1 is being filed to advise that the 10-Q filed May 10, 2007 for the three (3) month period ended March 31, 2007 was not reviewed by the Company’s Independent Auditors. An Amendment No. 2 will be filed upon the completion of the review and financial changes, if any.

This Form 10-Q is being filed as a “Development Stage Company” from the period beginning November 24, 1998 to the present at March 31, 2007, including a charge in the amount of $4,256,926, which was the amount the Company disbursed on September 28, 1998 to exit from Chapter 7 Bankruptcy Proceedings.

d) The Company issued 140,957,048 shares of its Restricted Common Stock since December 31, 2004.  All of the shares may have the restrictions lifted pursuant to Rule 144 and 144K within one (1) or two (2) years which may substantially depress the trading price of the Company’s Stock in the future.

During the three (3) month period ended September 30, 2005, the Company expensed the 25,000,000 shares to be issued to Herbert Lindo, the Chairman, CEO and Chief Financial Officer at the rate of $0.05 per share.  At the Shareholders Meeting held on September 13, 2005, the Shareholders approved the issuance of 25,000,000 shares to Herbert Lindo.

At the Shareholders Meeting held on May 28, 2003, the Shareholders approved the issuance of 20,000,000 shares to be issued to Herbert Lindo the Chairman and President of the Company.  Unlike the 25,000,000 shares issuable to Herbert Lindo, which were expensed, the 20,000,000 shares were not expensed.

Herbert Lindo requested to have the 45,000,000 shares issued during the period ended March 31, 2006.  The Company expensed the 20,000,000 shares during the period at the rate of $0.015 per share, which amounted to a reduced capital adjustment of 53,652 instead of $303,652.

During the period ended March 31, 2007 and 2006, the Company made certain adjustments to the number of shares outstanding which did not require capital changes.

KENILWORTH SYSTEMS CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

		March 31, 2007			December 31, 2006
ASSETS
CURRENT ASSETS
Cash		$	4,198		$	49,995
Prepaid expenses		50,000			75,000
Loan receivable — including from stockholders		30,000			30,000
Receivable from Herbert Lindo (Note 8)		750,000			750,000
TOTAL CURRENT ASSETS		834,198			904,995
PROPERTY AND EQUIPMENT — NET		28,690			31,878
SECURITY DEPOSIT		9,422			9,422
TOTAL ASSETS		$	872,310		$	946,295
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	275,787		$	311,358
Payroll taxes payable (Note 7)		141,000			141,000
Loans payable – including accrued interest		34,632			33,787
Loans payable — automobile		500			750
TOTAL CURRENT LIABILITIES		451,919			486,895
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 500,000,000 shares; issued and outstanding 287,594,294 and 278,508,293 shares, respectively		2,875,942			2,785,082
Additional paid-in capital		30,508,133			30,419,215
Accumulated deficit		(32,963,684		)	(32,744,897		)
TOTAL STOCKHOLDER’S EQUITY		420,391			459,400
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY		$	872,310		$	946,295

 

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

4

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KENILWORTH SYSTEMS CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING DEVELOPMENT STAGE
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)

		Three months ended March 31,						Period from November 24, 1998 to
		2007			2006			March 31, 2006
Revenues
Sales		0			0			0
Expenses
Selling, general and administrative