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October 15 , 2008
UNITED
STATES WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x Quarterly report pursuant to Section 13 OR
15(D) of the Securities
For the quarterly period ended September 30, 2008
OR
o Transition report
pursuant to Section 13 or 15(D) of the Securities Exchange
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o 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, 2008 was 421,094,586.
KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
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FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q and Kenilworth’s other filings with the Securities Exchange Commission 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 in Part II of the Form 10-K for December 31, 2007 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 has not been reviewed by the Independent Auditor.
This Form 10-Q is being filed as a “Development Stage Company” from the period beginning November 24, 1998 to the present at September 30, 2008, 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 125,596,193 shares of its Restricted Common Stock since December 31, 2006. All of the shares may have the restrictions lifted pursuant to Rule 144 B after six (6) months 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.
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KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (Unaudited)
* Includes a NON CASH loss of $544,756 resulting from the sale and issuance of 77,375,602 shares of RESTRICTED Common Stock, par value $0.01 per share, for cash, consulting fees and conversion of loans at less than par value during the period from April 1, 2008 and September 30, 2008.
The accompanying notes are an integral part of these financial statements.
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