UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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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, 2004 |
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OR |
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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 |
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Commission File Number: 0-08962 |
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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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(Registrant’s 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 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, 2004 was 129,412,921.
PART IV – INTRODUCTORY NOTE
The financials are presented as a Development Stage Corporation.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Controls and Procedures |
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 discusses financial needs and projections, information or expectations about our proposed products or markets, or otherwise makes statements about future events, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties are described, among other places in this Quarterly Report, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Form 10-K for the fiscal year ended December 31, 2003.
In addition, we disclaim any obligations to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. When considering such forward-looking statements, you should keep in mind the risks referenced above and the other cautionary statements in this Quarterly Report.
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Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 |
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Consolidated Statements of Cash Flows for the six (6) months ended June 30 , 2004 and June 30, 2003 |
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2
KENILWORTH SYSTEMS CORPORATION
INDEX TO FORM 10-Q
FINANCIAL INFORMATION
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(A Development Stage Company)
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June 30 |
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December 31 |
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(unaudited) |
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(unaudited) |
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ASSETS |
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Cash |
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$ |
95,908 |
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$ |
7,136 |
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Due from Shareholders (subscriptions) |
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0 |
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50,000 |
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Secured Note Receivable |
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50,000 |
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Note Receivable |
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79,000 |
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Prepaid Expenses (Directors) |
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62,500 |
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187,500 |
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Security Deposits |
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3,500 |
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Property, Plant and Equipment, Net |
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29,999 |
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12,302 |
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CURRENT ASSETS |
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$ |
320,907 |
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$ |
256,938 |
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Patent, Net |
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335,967 |
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336,100 |
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TOTAL ASSETS |
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$ |
656,874 |
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$ |
593,038 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Accounts Payable |
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$ |
41,119 |
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$ |
119,097 |
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Payroll Taxes Payable |
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639 |
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13,018 |
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Notes Payable |
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39,582 |
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142,231 |
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Installment Payment (Auto) |
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8,221 |
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TOTAL LIABILITIES |
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$ |
89,561 |
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$ |
274,346 |
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Common Stock, $.01 par value, authorized 200,000,000 shares; issued and outstanding 104,412,753 in December 31, 2003 and 129,412,921 on June 30, 2004 |
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$ |
1,294,129 |
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$ |
1,044,126 |
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Capital in excess of par value |
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26,509,759 |
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25,723,963 |
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Deficit |
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27,236,575 |
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(26,449,397 |
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TOTAL SHAREHOLDERS’ EQUITY |
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$ |
567,313 |
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$ |
318,692 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
656,874 |
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$ |
593,038 |
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See accompanying notes.
3
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATION, DEFICIT
(A Development Stage Company)
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Three-Months Ended |
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Six-Months Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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Revenues: |
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Sales |
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0 |
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0 |
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0 |
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0 |
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Costs and Expenses: |
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0 |
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0 |
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0 |
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0 |
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Selling, general and administrative expenses |
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$ |
421,240 |
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$ |
138,984 |
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$ |
787,178 |
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$ |
692,459 |
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Total Costs and Expenses |
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421,240 |
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138,984 |
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787,178 |
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692,459 |
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Net loss |
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421,240 |
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138,984 |
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787,178 |
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692,459 |
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Deficit-Beginning of period |
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26,815,335 |
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26,170,704 |
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26,449,397 |
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25,617,229 |
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Deficit-End of period |
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27,236,575 |
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26,309,688 |
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27,236,575 |
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26,309,688 |
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Loss per Share of common stock |
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0.003 |
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0.001 |
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0.006 |
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0.005 |
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Average number of shares outstanding |
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129,412,921 |
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120,480,261 |
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129,412,921 |
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120,480,261 |
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See accompanying notes.
4
KENILWORTH SYSTEMS CORPORATION
AND SUBSIDIARIES