UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 |
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OR |
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
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FOR THE TRANSITION PERIOD FROM TO |
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COMMISSION FILE NUMBER: 0-08962 |
KENILWORTH SYSTEMS CORPORATION | ||
(Exact name of registrant as specified in its charter) | ||
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NEW YORK |
| 13-2610105 |
(State of Incorporation) |
| (I.R.S. employer identification no.) |
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185 WILLIS AVENUE, MINEOLA, NEW YORK |
| 11501 |
(Address of principal executive offices) |
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(516) 741-1352 | ||
(Registrant’s telephone number, including area code) | ||
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: |
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NONE |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: |
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(TITLE OF CLASS) |
Common Stock, par value $.01 per share |
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. Yes ý No o
The number of shares outstanding of the company’s common stock as of December 31, 2002 totaled 89,304,589 shares.
The aggregate market value of the voting stock held by non-affiliates (73,571,589 shares) of the Company on March 22, 2003 was $13,242,886. The price at which the common stock sold on the aforesaid date was $0.18.
DOCUMENTS INCORPORATED BY REFERENCE
Part III which includes Item 10 (Directors and Executive Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management) and Item 13 (Certain Relationships and Related Transactions) will be incorporated in the registrant’s proxy statement to be filed within one hundred twenty (120) days of December 31, 2002, and are incorporated herein by reference thereto.
In addition to historical information, This Annual Report on Form 10-K contains certain forward-looking statements and Risk Factors. We expressly disclaim any obligations on undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statement is based in whole or in part. Readers should amongst the other statements contained herein and future filings with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed, carefully review in Item 7 “Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 and Risk Factors”. All of the Risk Factors contained therein should be carefully read.
This Form 10K/A is being submitted because language was inadvertently filed on the wrong page. The following submission contains Item 14 in the correct order.
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ITEM 14—EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Independent Auditor’s Report |
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Consolidated balance sheets as of December 31, 2002 and 2001 |
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Consolidated statement of operations and deficit for the periods ended December 31, 2002, 2001 and 2000 |
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Consolidated statement of cash flows for the periods ended December 31, 2002, 2001 and 2000 |
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Consolidated statement of changes in stockholders equity for the periods beginning December 31, 1999, and for the years ended December 31, 2002, 2001 and 2000 |
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Notes to consolidated financial statements |
(b) On July 12, 2002 Kenilworth filed an 8-K in which the Company reported the following event:
Herbert Lindo, Chairman and President of Kenilworth Systems Corporation (“Kenilworth”) since 1972, advised the Company's board of Directors that on June 26, 2002 the Sheriff of Nassau County (the “Sheriff”) sold at a purported Public Auction Sale (the “Sale”) 10,333,450 restricted common shares of Kenilworth Systems Corporation (the “Shares”) that he had owned and which represented control (14% of the outstanding shares) of Kenilworth, for one thousand dollars ($1,000) or $0.000095 per share. The Shares were sold to Tappan Zee Capital Corp. (“Tappan Zee”). On the date of the Sale the Shares had a market value in excess of nine hundred thousand dollars ($900,000). The Sheriff seized and sold the Shares on behalf of Tappan Zee, as a result of a claim by Tappan Zee in a disputed civil suit brought in the New York Supreme Court for $128,062. Tappan Zee was both the foreclosing party and the purchaser.
Kenilworth claims that the Sheriff's Auction Sale was conducted in a fraudulent manner by (1) failing to comply with the rules and regulations set forth under the Securities and Exchange Commission Act of 1933 and 1934, as amended (The "Acts"), and (2) by failing to properly advertise the Sale, failing to notify any or all Kenilworth shareholder's (numbering approximately 5,500), and (3) failing to register the Shares with the Securities and Exchange Commission before conducting the Sale or in the absence of registering the Shares, or obtain a No-Action letter from the Commission permitting the Public Sale, and (4) by making an immediate distribution of the Shares, and (5) by failing to file required notices of 13 D-G as provided under the Acts. Tappan Zee and its Counsel and the Sheriff's department were advised in court documents and correspondence that their acts violated Federal and State Securities Laws, prior to the Sale.
Kenilworth will seek in Federal Courts to cancel the 10,333,450 shares, which were subject of the Sheriff Auctions Sale, and seek triple damages under RICO on behalf of the shareholders of Kenilworth.
(c) Exhibits
3(1) Certificate of Incorporation and Amendments
3(2) By-Laws
21 Subsidiaries of the Registrant
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KENILWORTH SYSTEMS CORPORATION | |
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By: /s/ HERBERT LINDO |
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Herbert Lindo | |
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PRESIDENT, AND CHIEF FINANCIAL OFFICER | |
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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/s/ HERBERT LINDO |
| Director |
| April 14, 2003 |
Herbert Lindo |
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/s/ JOYCE CLARK |
| Director |
| April 14, 2003 |
Joyce Clark |
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/s/ KIT WONG |
| Director |
| April 14, 2003 |
Kit Wong |
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/s/ GINO SCOTTO |
| Director |
| April 14, 2003 |
Gino Scotto |
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/s/ MAUREEN PLOVNICK |
| Director |
| April 14, 2003 |
Maureen Plovnick |
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/s/ PATRICK J. MCDEVITT |
| Director |
| April 14, 2003 |
Patrick J. McDevitt |
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