UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A10-Q

(Mark One)

x☒Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 20112021

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)

(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 has submitted electronically and posted on its corporate Web site, if any,. every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit  and post such files). Yes o☐   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, or an emerging growth company. See definitions of “large“large accelerated filer,” “accelerated“accelerated filer,” and “smaller “smaller reporting company,” and “emerging growth 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). Yes o☐  No x☒

StateIf an emerging growth company, indicate by check mark if the number of shares outstanding of eachregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the issuer’s classes of common stock as of the latest practical date.Exchange Act. ☐

The number of shares of common stock, $.01 parCompany’s management has always objected to the SEC designation as a Development Stage Company. The Company made a one hundred percent (100%) cash distribution to all approved creditors and paid in full all administrative fees and expenses when we exited from Bankruptcy Proceedings.

The Development Stage Company designation ONLY applies to Bankrupt Companies that exit from Bankruptcy Proceedings that do not pay all approved creditors in full. The Company does not believe that it is a “Development Stage Company”

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the Registrant outstandingbased on the closing price as reported on the Pink Sheet Market as of June 30, 2011 was 774,992,597.2020 is $395,624. As of June 30, 2021, 6,818,435 Shares of the Registrant’s Common Stock, $0.01 par value, were outstanding.

Disclaimer:

Disclaimer:

As stated in Kenilworth’s prior 10-K for the period ended December 31, 2010,2020, the Company’s management team has changed. Management is dependent on the probability that financial information contained in the Company’s previous 10-Qs and 10-Ks is correct. The Company is actively engaged in the process of hiring an accounting firm to review and audit the books of the corporation retroactively to 2005thru December 31^st, 2020 when the last audited 10-K statements were filed in the 2004 10-K.filed.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Kenilworth Systems Corporation and subsidiaries, a New York corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We continue the presentationcaution readers not to place undue reliance on any such forward-looking statements, which speak only as of the financials and notes as Mr. Lindo had presented them indate made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the 2009 10-K and subsequent 10-Qs for 2010.  If it becomes necessary (a strong possibility) we will restate them in a form acceptable bydate of such statements or to reflect the S.E.C.occurrence of anticipated or unanticipated events.

KENILWORTH SYSTEMS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2021

We shall also continue to use the format used in the previous filings to avoid confusion.

We believe that all material transactions have been disclosed in this 10-Q, but an audit could reveal additional items.

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KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

KENILWORTH SYSTEMS CORPORATION

Table of Contents

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 involve risks and uncertainties. We use words such as “anticipates”, “believes”, “plans”, “expects”, “future”, “intends” and similar expressions to identify such forward-looking statements.

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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, 2010 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.

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KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND DEFICIT

AS OF JUNE 30,

(Unaudited)

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

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KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30,

(Unaudited)

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

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KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSHAREHOLDERS’ DEFICIT

FOR THE SIX-MONTHS ENDED JUNEDecember 31, 2020, March 31, 2021, and June 30, 2021

(Unaudited)

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

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

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KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)June 30, 2021

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Kenilworth Systems Corporation and subsidiaries (“Kenilworth”) beginning as of January 1, 2010 contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of June 30, 2011 and December 31, 2010 and the related statements of operations and cash flows for the six (6) month periods ended June 30, 2011 and 2010. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on FORM 10-K for the fiscal year ended December 31, 2010.

The results of operations for the six (6) month period ended June 30, 2011 are not necessarily indicative of the anticipated results for the entire year ending December 31, 2011.

NOTE 2 - THE COMPANY AND NATURE OF BUSINESS

Kenilworth Systems Corporation (thehereinafter referred to as “Kenilworth”, the “Company”) or “we”, was incorporated on April 25, 1968, under the laws of the State of New York. Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, presently on the OTC Pink Sheet Market since emerging from Bankruptcy Proceedings in New YorkSeptember 1998. Kenilworth has since been presented as a Development Stage Company, a designation we still ardently object to.

Since early in April 1968 and since exiting from bankruptcy proceedings in 1998 plans to bethe year 2019 we have been solely engaged in the business of developing systemspatents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that permit individuals from remote locations, to play along with live, in-progress casino table games viawould allow Internet, and Cable Broadcasts around the world.television, satellite, cable subscribers.

The Company wasKenilworth Systems is a leader in bankruptcy proceedings under Chapter 7 and 11developing state of the Bankruptcy Codeart software for the periodcorporate licensing relating to technological design fields. Kenilworth's revenues will generate from August 28, 1982 through September 28, 1998. The Company ceased all operations, between February 2, 1991 through September 28, 1998.its licenses and patents 49% interest in a joint-venture operation to develop on- line secure tools for its clients and vendors of clients.

NOTE 32 - PRINCIPLESSUMMARY OF CONSOLIDATIONSIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include the accountsBasis of Kenilworth Systems Corporation and its wholly owned subsidiaries: Kenilworth Systems Nevada Corporation, Kenilworth Satellite Broadcasting Corporation, KenSysCo Corporation, KenSysCo International and Convergent Networks. None of these subsidiaries has any assets or liabilities, except for KenSysCo Corporation.

NOTE 4 - GOING CONCERN UNCERTAINTY

As indicated in Note 2, the Company exited from Chapter 7 in September 1998 and has not yet commenced revenue producing operations. These factors create uncertainty as to the Company’s ability to operate as a going-concern and continue in business. Management plans to develop a wagering system that allows casino patrons and individuals outside the casino to play along remotely with live in-progress casino table games. The Company continues to obtain the necessary funding by offering its Common Stock and Cumulative Convertible Preferred Shares in private placements to qualified buyers. There can be no assurances the Company can be successful in continuing to obtain such financing.

presentation

The accompanyingCompany’s consolidated financial statements have been prepared assumingin accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the period ended June 30, 2021.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.

Revenue recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

Comprehensive Income

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has adopted this accounting standard update.

On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.

In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a going-concernmaterial effect on its financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

For the three (3) months ending June 30,2021 the company incurred losses of approximately $90. Also, it has not yet received any revenues from its operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not reflect adjustments, ifinclude any adjustment that wouldmight be necessary if the Company were notis unable to continue as a going-concern.

NOTE 5 - NON CASH TRANSACTIONS

Common shares issued for services

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2011:going concern.

The ability of the Company issued 28,000,000 shares to directors, officerscontinue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and employees as compensation for services rendered, valued at $44,000; 45,354,760 shares were issued for legalattaining future profitable operations. Management’s plans include selling its equity securities and consulting services valued at $257,376obtaining debt financing to fund its capital requirement and a vendor debt was settled for 1,875,000 shares, valued at $12,200.ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

2010:

The Company issued six million (6,000,000) shares to Directors and employees as compensation for services rendered in the twelve (12) months ended December 31, 2010.

2009:

The Company issued 23,179,000 shares as compensation for services rendered.  The services were valued at $347,686.

2008:

The Company issued 20,675,000 shares as compensation for services rendered.  The services were valued at $418,500.

PREPAID EXPENSES

Prepaid expenses consist of consulting retainers and the unamortized value of stock issued to directors for their services for the twelve (12) month period ending June 30, 2011.  The balance will be amortized on a straight-line basis over the remaining term.  The directors receive no other compensation.

NOTE 6 — PAYROLL TAXES PAYABLE

New management has requested assistance from the IRS and New York State in resolving the Company’s tax issues.  The Company had previously made agreements with the IRS and New York State to make scheduled payments of past payroll taxes and interest.  We believe this did not happen as planned.  At present, new management is working with the IRS and New York State to determine the tax and interest due.

NOTE 7 - RECEIVABLE FROM HERBERT LINDO4 – SUBSEQUENT EVENTS

On November 27, 2006 Herbert Lindo, the ChairmanMarch 3rd, 2021, Kenilworth Systems Corp has signed a Letter of Intent (LOI) to acquire ACL Group’s Arete Data as well as intellectual property and Chief Executive Officer exercised a five million (5,000,000) share option for seven hundred fifty thousand dollars ($750,000) at fifteen cents ($0.15) per share pursuant to the Company’s Performance and Equity Plan. The price per share was the price for the Option which would have expired on the following day. Mr. Lindo did not own any other Options pursuant to the Plan. The average market pricedatabase asset. Management is performing an evaluation of the Common Stock for the thirty (30) days prior to November 27, 2006 was high: $0.05, low: $0.03. As provided in the Plan, Herbert Lindo borrowed the seven hundred fifty thousand dollars ($750,000) from the Company and pledged the five million (5,000,000) and other shares he owns, as collateral for the loan. The five million (5,000,000) shares were issued as restricted shares.activity through July 31, 2021

NOTE 8 - SUBSEQUENT EVENTS

None to report.

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ITEM 2. MANAGEMENT’SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements contained in this MD&A include statements about, among other things:

RESULTS OF OPERATIONS

Since we exited from bankruptcy proceedings on September 23,28, 1998, we have had no revenues from operations. Weoperations, and therefore sustained substantial losses from general administrativeoperating expenses amounting to $38,920,281 through December 31, 2010$21,608.26 in 2019 and for the six-months ended June 30, 2011 we sustained a loss amounting to $293,983.$10,110.00 in 2020. Kenilworth has had no revenues from operations during the past seventeen (17) years and there can be no assurances that it will ever have revenuessince exiting from present planned operations.Bankruptcy Proceedings in September 1998.

LIQUIDITY AND CAPITAL RESOURCES

Current management, under the guidance of Dan Snyder, has several plans it hopes to put in place. Our intentions are to protect the shareholders and Directors and bring the Company into a wellwell- run 21st century cutting edge company through the following steps:

Of course, there are no assurances that we can obtain the financing or achieve these goals.

Kenilworth Systems Corporation is an integrated technology corporation with intellectual property assets and technical capabilities in the live online gaming sector.

Kenilworth has begun a major corporate restructuring designed to focus the Company’s efforts on its core business and maximize shareholder value. A new wholly owned subsidiary, KenSysCo Corporation, holds and operates Kenilworth’s intellectual property assets such as the Company’s live-gaming patents and other patents pending. KenSysCo will conduct all operations related to use of the patents in licensed casinos outside of the USA. It is the intention to rapidly develop this subsidiary; then spin it out to existing Kenilworth shareholders as a publicly traded company.

A second wholly owned subsidiary, Convergent Networks, Inc. was formed to continue and greatly expand Kenilworth’s application of broadband technology in the gaming sector, as well as the broadcast media to support these operations. This subsidiary also intends to acquire companies in the rapidly expanding digital convergence and social networking segments. Mr. Snyder indicated that Kenilworth will likely also spin out this new subsidiary to existing shareholders of Kenilworth in the very near future.

Our present plans are to continue developing a wagering system, “Roulabette”, that would allow patrons in the industrialized world to play and wager on live in-progress simulcast casino table games on TV’s placed in hotels, resorts, bars and other public gathering places and in homes and offices on personal computers, digital satellite, digital cable and Internet broadcasts emanating from strictly regulated casinos.

PART IIITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 1—DESCRIPTION OF BUSINESSAs a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

Kenilworth Systems Corporation hereinafter referred toITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and principal financial officer, who are the same person, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as “Kenilworth”, the “Company” or “we”, was incorporated on April 25, 1968defined in Rules 13a-15(e) and 15d-15(e) under the lawsSecurities Exchange Act of 1934, as of the Stateend of New York.  Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, presently on the OTC Pink Sheet Market since exiting from bankruptcy proceedings in September 1998.  Kenilworth was formerly presented as a Development Stage Company.  The Company believesfiscal quarter covered by this designation is

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incorrect.  The Company exited from Chapter 7 Proceedings having made a 100% cash distribution to all approved creditors for their entire claimsreport. Disclosure controls and paid, in full, all administrative fees and expenses.  The designation is hindering the Company in its operations and management dropped the Development Stage Company designation in the third quarter period of 2009.

GENERAL

Kenilworth has been a publicly traded Company since 1968. Prior to commencing its endeavors in its present business in 1988, it also provided security systems to Nuclear Electric Generating Plants in the U.S. and foreign countries, as well as time/attendance systems at a major department store chain.

Since early in the year 2000 we have been solely engaged in developing patents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that would allow television satellite, cable subscribers and internet network throughout the industrialized world to play and wager along from remote locations with live, in-progress casino table games (Roulette, Craps, Baccarat and more) from strictly regulated casinos located in the United States and other locations around the world.

Employing the latest encrypted satellite, cable and Internet technology and placing television cameras in strategic locations above the casino table games, without disrupting the normal game-monitoring activities, (a separate control room would direct the various camera angles), and transmitting the table games over the digital satellite, digital cable and Internet networks (in countries that permit Internet wagering) to television sets, computers, cell phones or other electronic devices, which become a platform for playing along with the casino games wherever TV’s are located.

When playing along with live table games from a highly regulated jurisdiction, players will be assuredprocedures means that the game results are exactly what they see;material information required to be included in our Securities and playing along with live casino table games suchExchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as Roulette, Crapsof the evaluation date that our disclosure controls and Baccarat, we believe, will provide interaction, fun and far more excitement than playing make believe animated (virtual) games. It is the next best thing, we believe, to actually being at the table in the casino.

To conduct broadcasts Kenilworth believes it will require a minimumprocedures were not effective as of ten million dollars ($10,000,000) and there are no assurances we will ever be able to obtain any of such money. At present, the Company does not have the funds readily available but hopes to obtain same, from investors, as soon as Kenilworth can commence broadcasting from casinos outside the United States. Where authorized, hotels, resorts, clubs and other public gathering places will be able to offer casino table game action in their establishments without incurring the costs to operate a casino.June 30, 2019.

The Unlawful Internet Gambling Enforcement Actineffectiveness of 2006 banning wageringour internal control over the Internetfinancial reporting was due to deficiencies that existed in the U.S. has not yet been repealeddesign or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may never be despiteconsidered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the efforts of Representative Barney Frank’s HR 2267 Internet Gambling Regulation, Consumer Protection, and Enforcement Act. If and when it is passed gaming must meet, and will be supervised by, the regulationsstandards of the gaming authoritiesPublic Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the broadcasting casinoestablishment and monitoring of required internal control over financial reporting; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the review of our financial statements as of June 30, 2018.

Management believes that the lack of a functioning audit committee and the jurisdiction,lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal control over financial reporting, which receives the broadcast.  We believe the supervision will not be difficult to enforce, because all simulcast wagering is “cash only”, from regulated, supervised betting sites.  There are no wire money transfers with banks and no credit or debit cards permitted.  We believe this fact should ease any opposition from concerned citizens and anti-gambling groups, as regulation and enforcement responsibility will be vestedcould result in each individual state or foreign jurisdiction.  We have no assurances that this will be attainable.a material misstatement in our financial statements in future periods.

However, other international jurisdictions do notThere were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have similar laws, and we planmaterially affected or are reasonably likely to aggressively market licensing of our patents and technology to these jurisdictions outsidematerially affect the borders of the U.S.  It remains unclear as to our ability to succeed and our ability to raise the necessary funds to achieve our goals.Company’s internal control over financial reporting.

PART II- OTHER INFORMATION

Kenilworth was the first to use color personal computers to replace electromechanical slot machines in 1988.  We provided the software for the first Tabaret located at the Menzie at the Rialto in Melbourne, Australia, which opened in November 1990.  This consisted of cashless, variable denomination and multiple games, virtual PAT’s (“Player Activated Terminals”)ITEM 1. LEGAL PROCEEDINGS.  Prior thereto Kenilworth sponsored, with

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the assistance of three (3) Nevada casino operators, legislation to permit cashless wagering in the state of Nevada.  The legislation, which is in the form of an amendment to existing casino control statutes, permits the use of account cards (debit cards) and was signed into law by Governor Richard H. Bryan on June 13, 1985.

MARKETING STRATEGY/SALES PLAN

The Company intendsis not currently subject to aggressively pursue agreementsany legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of our licensing technology and expertisemanagement, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A.RISK FACTORS

As a smaller reporting company (as defined in locations outside the U.S.A., as well as promoting the repealRule 12b-2 of the Unlawful Internet Gambling Enforcement Act of 2006.  In our reorganization plan,Exchange Act), we addressare not required to provide the needinformation called for an offshore subsidiary to promote and facilitate the gaming applications of our related patents.  The other wholly owned subsidiary will continue and greatly expand our application of broadband technology through acquisitions.by this Item 1A.

It will be necessary for us to obtain additional personnel qualified and with the expertise to further develop and market our technologies. We would require additional employees and several more consultants and there can be no assurances of our being able to obtain the necessary personnel. There can be no assurances of the availability of any such employees and consultants.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

COMPETITIONNone.

Many segments of the gaming industry are characterized by intense competition, with a large number of companies offering the same type of wagering products and services. None of these companies, at present, are believed to offer the same or similar equipment or systems. The most likely competition will come from slot machine manufacturers who could relatively quickly adapt slot machines to play along with live casino table games. We believe there are three (3) major slot machine manufacturers in the world, all of which have vastly greater capital resources and substantially more personnel than the Company and may have under development systems that directly compete with our technology.ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Our present plans are to license our technology to companies that own casinos throughout the industrialized world from which they will broadcast the live casino table game. Other casino owners may start their own broadcasts and have their own terminals manufactured that compete with Kenilworth after Kenilworth has done all its pioneering for play-along wagering.None.

PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTYITEM 4. MINE SAFETY DISCLOSURES.

Our most important assets are Patents we have acquired.  Our patents are filed in major industrialized countries around the world and are approved, both in Russia and recently in China and Japan, after a seven (7) year delay. The Patent granted on June 10, 2003 was titled “SYSTEM AND METHOD FOR REMOTE ROULABETTE AND OTHER GAME PLAY USING GAME TABLE AT A CASINO” and Patent Application filed October 15, 2003, was titled “METHOD AND SYSTEM FOR SUPPLYING FUNDS TO A TERMINAL FOR REMOTE WAGERING”.None.

GOVERNMENT REGULATIONS

Kenilworth has no licenses from any casino regulating authorities and may not require any casino licenses at the present time and may never become able to obtain any licenses that may be required in the future. Each state has its own regulations, and in states where Kenilworth does business, Kenilworth will have to comply with these regulations and there can be no assurances that it will be able to do so or obtain the necessary license in an applicable jurisdiction. This discussion is not necessarily complete or current, regarding laws and regulations that may be applicable to us.  Any present laws are also subject to future change, amendment or cancellation and there is no assurance that Kenilworth will be able to meet those requirements.

Item 2.     LEGAL PROCEEDINGS:

None

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 Item 3.     CHANGE IN SECURITIES:

None

Item 4.     DEFAULT UPON SENIOR SECURITIES:

None

ItemITEM 5. OTHER INFORMATION:INFORMATION.

The Company plans to hold its next Annual Meeting of Shareholders as soon as practicable with proxy materials mailed to shareholders of record at least twenty (20) days prior to the proposed meeting date. Our new management team, auditors and counsel are anticipating a number of issues to be voted on at that time.

Item 7.ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:.

Ex 31.1 Certification(a) Exhibits required by Item 601 of ChiefRegulation SK.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

___________

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Company Required by Rule 13a-14(a) or Rule 15d-14(c)Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

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FORM 10-Q

Quarter ended June 30, 2011

Rule 13a-14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Dan W. Snyder, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Kenilworth Systems Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2011 

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FORM 10-Q

Section 1350 Certifications

Quarter ended June 30, 2011

I, Dan W. Snyder, Chief Executive Officer, President, and Director of Kenilworth Systems Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)    the Quarterly Report on Form 10-Q of the Company for the second quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  August 15, 2011

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