UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2003
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)
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New York |
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13-2610105 |
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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) |
(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 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 November 1, 2003 was: 126,888,594
PART IV – INTRODUCTORY NOTE
a) The Company’s Financials have not been reviewed by an Independent Auditor.
b) The financials are presented as a Development Stage Corporation.
c) The acquisition cost of Patent No. US 6,575,834 BI has been reduced from $2,500,000 to $357,100. Accordingly, the Financial Statements for the quarter annual periods ending March 31 and June 30, 2003 on FORM 10-Q will be restated to adjust the reduction of the acquisition cost of the Patent (see Note 10).
PART I – FINANCIAL INFORMATION
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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 September 30, 2003 discusses financial 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”.
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.
PART I – FINANCIAL INFORMATION
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Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002 (unaudited) |
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2
KENILWORTH SYSTEMS CORPORATION
INDEX TO FORM 10-Q
FINANCIAL INFORMATION
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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September
30 |
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December
31 |
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(unaudited) |
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ASSETS |
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Cash |
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$ |
23,176 |
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$ |
10,071 |
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Prepaid expenses |
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125,000 |
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232,544 |
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Due from sale of Convertible Note |
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50,000 |
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— |
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Property, Plant and Equipment, Net |
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15,408 |
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13,263 |
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CURRENT ASSETS |
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$ |
213,584 |
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$ |
255,878 |
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Patent |
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357,100 |
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TOTAL ASSETS |
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$ |
570,684 |
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$ |
255,878 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Accrued Liabilities |
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$ |
123,831 |
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$ |
93,883 |
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Payroll Taxes Payable |
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8,400 |
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13,575 |
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Notes Payable within one year |
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128,196 |
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— |
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Notes Payable after one year (auto) |
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9,369 |
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— |
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TOTAL LIABILITIES |
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$ |
269,796 |
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$ |
107,458 |
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Common Stock, $.01 par value, authorized 200,000,000 shares; issued and outstanding 89,304,589 in December 31, 2002 and 126,888,594 on September 30, 2003 |
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$ |
1,268,885 |
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$ |
893,045 |
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Paid in capital |
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25,331,142 |
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24,872,604 |
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Deficit |
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(26,499,139 |
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(25,617,229 |
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TOTAL STOCKHOLDERS’ EQUITY |
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$ |
300,888 |
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$ |
148,420 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
570,684 |
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$ |
255,878 |
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See accompanying notes.
3
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATION AND DEFICIT
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Three-Months
Ended |
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Nine-Months
Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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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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Selling, general and administrative expenses |
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$ |
89,451 |
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$ |
321,191 |
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$ |
781,910 |
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$ |
428,900 |
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Total Costs and Expenses |
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89,451 |
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321,191 |
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781,910 |
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428,900 |
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Net loss |
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89,451 |
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321,191 |
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781,910 |
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428,900 |
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Deficit-Beginning of period |
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(26,309,688 |
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(24,995,482 |
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(25,617,229 |
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(24,956,940 |
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Deficit-End of period |
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(26,399,139 |
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(25,385,840 |
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(26,399,139 |
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(25,385,840 |
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Loss per Share of common stock |
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0.0007 |
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0.005 |
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0.006 |
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0.004 |
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Average number of shares outstanding |
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126,888,594 |
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89,204,589 |
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124,388,139 |
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89,204,589 |
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See accompanying notes.
4
KENILWORTH SYSTEMS CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine-month
ended |
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2003 |
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2002 |
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(unaudited) |
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(unaudited) |
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CASH FLOWS USED IN OPERATING ACTIVITIES |
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Net Loss |
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$ |
775,426 |
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$ |
(107,709 |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Stock issuance for services rendered |
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176,520 |
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268,628 |
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Depreciation |
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1,992 |
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6,212 |
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Changes in operating assets and liabilities: |
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Due from shareholder |
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50,000 |
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42,106 |
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Prepaid expenses |
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(125,000 |
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(277,817 |
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Accrued expenses and taxes |
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132,231 |
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107,458 |
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Total Adjustments |
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235,743 |
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146,587 |
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Net cash used in operating activities |
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(539,683 |
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(282,313 |
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CASH FLOW FROM INVESTING ACITIVITIES |
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Purchase of Property and Equipment |
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$ |
(15,408 |
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$ |
(13,263 |
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Net cash used in investing activities |
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(15,408 |
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(13,263 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from loans payable |
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128,196 |
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0 |
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Proceeds from stock issuances |
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440,000 |
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317,966 |
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Net cash provided by financing activities |
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568,196 |
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317,966 |
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Cash paid during period for: |
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Net increase (decrease) in cash |
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13,105 |
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22,390 |
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CASH — BEGINNING OF PERIOD |
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10,071 |
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1,127 |
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CASH — END OF PERIOD |
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$ |
23,176 |
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$ |
23,517 |
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See accompanying notes.
5
KENILWORTH SYSTEMS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Kenilworth Systems Corporation and subsidiaries (“Kenilworth”) contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of September 30, 2003 (unaudited) and December 31, 2002 (unaudited) and the related statements of operations and for each of the three and nine-month periods ended September 30, 2003.
The results of operations for the nine-month periods ended September 30, 2003 are not necessarily indicative of the results for the entire year.
NOTE 2 - THE COMPANY AND NATURE OF BUSINESS
Kenilworth Systems Corporation (the “Company”) was incorporated in New York in April 1968 and now plans to be engaged in the business of developing and manufacturing terminals and design systems that permit individuals from remote locations, to play along with live in progress casino table games via TV (simulcast) to subscribers of digital satellite and digital cable broadcasts around the world.
The Company was in bankruptcy proceedings under Chapter 7 and 11 of the Bankruptcy Code for the period from August 28, 1982 through September 28, 1998. The Company ceased all operations, between February 2, 1991 through September 28, 1998.
The Company emerged from Chapter 7 bankruptcy on September 28, 1998 and plans to be engaged in the development, manufacturing, marketing and operation of a system that allows casino patrons to play along with live table games in-progress via TV satellite broadcasts on TV sets and terminals located on racetracks, hotel rooms, bars and at home.
NOTE 3 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries: Video Wagering Systems Corporation, Roulabette™ Nevada Corporation, Kenilworth Systems Nevada Corporation and Kenilworth Systems (UK) Limited. None of these subsidiaries has any assets or liabilities.
NOTE 4 - EARNINGS PER SHARE
The Company computes and presents loss per share in accordance with the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 128 “Earnings Per Share”.
Basic loss per share is based on the weighted-average number of shares of common stock outstanding for the periods, which were $0.0007, $0.005, and $0.006 for the year ended December 31, 2002, and the periods September 30, 2003 and 2002.
Diluted earnings per share have not been presented in the accompanying financial statements because the effect of conversion of convertible promissory notes was anti-dilutive.
NOTE 5 - INCOME TAXES
The Company uses the liability method to account for income taxes in accordance with requirements of SFAS No. 109.
The Company is a “C” Corporation for tax purposes.
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The Company estimates that it has available approximately ten million dollars ($10,000,000) in net operating loss carry-forwards, which expire at various dates through 2020. Utilization of the NOL carry-forward may be limited under various sections of the Internal Revenue Code depending on the nature of the Company’s operations.
The Company has a deferred tax asset of approximately two million eight hundred thousand dollars ($2,800,000) arising from its net operating loss carry- forwards. The deferred tax asset has been fully reserved due to the uncertainty of future realization.
NOTE 6 - USE OF ESTIMATES IN THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial statements include cash, receivables and accounts payable. Due to the short-term nature of these instruments, the fair value of these instruments approximates their recorded values.
NOTE 8 - PROPERTY AND EQUIPMENT
Property and Equipment are stated at cost. For financial reporting purposes, property and equipment are depreciated utilizing the Straight-Line Method over the estimated useful lives of the related assets as follows:
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YEARS |
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Office Equipment |
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5 |
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Vehicles |
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5 |
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Property and Equipment consist of the following as of September 30, 2003 and September 30, 2002:
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Nine-month
ended |
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2003 |
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2002 |
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Office Equipment |
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$ |
3,939 |
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$ |
2,939 |
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Vehicles |
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13,461 |
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8,500 |
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$ |
17,400 |
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$ |
11,439 |
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Less-Accumulated Amortization |
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1,992 |
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4,576 |
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Total Property and Equipment, Net |
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$ |
15,408 |
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$ |
6,863 |
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Depreciation expense for the periods ended September 30, 2003 and 2002 was $1,992 and $4,576 respectively due to the theft of vehicle and insurance reimbursement.
NOTE 9 – NON-CASH TRANSACTIONS
During the year 2002, the Company sold one (1) year Convertible Promissory Notes totaling five hundred twenty thousand dollars ($520,000). At the option of the Note holders, the Notes were convertible into Common Stock of the Company at the rate of between one (1) share for each $.10 to $.25 of face value of the indebtedness represented by the Notes, together with interest at the annual rate of two percent (2%) above the prime rate quoted by Citibank N.A. Management believed it was unable to repay the Notes when they became due, the Company offered the Note Holders to convert the Notes by year end 2002 when the quoted price per Common Share, as traded on the Pink Sheet Market was between $.02 and $.08 per share, to convert the Notes at the rate of one (1) share for each $.05 of indebtedness represented by each
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Note, together with accrued interest. As a result of the Company’s offer, all Note Holders converted their Notes into eleven million twenty thousand six hundred and five (11,020,605) shares of Common Stock, including accrued interest, at an average price of $.047 per share.
During the nine-month period ended September 30, 2003, the Company sold one (1) year Convertible Promissory Notes totaling four hundred and twenty thousand dollars ($420,000). At the option of the Note Holders, the Notes were convertible into Common Stock of the Company at various conversion prices. The Company made an offer to the Holders to convert the Notes at $.05 per share in order to avoid insolvency. All the Note holders accepted the Company’s offer and the Company issued to the Note Holders nine million three hundred ten thousand fourteen (9,310,014) shares of Common Stock, including accrued interest, at an average price of $0.047 per share.
During the nine-month period ended September 30, 2003, the Company issued Common Stock in lieu of payments for services rendered in the amount of $176,520 of which $125,000 of the amount is included for services to be rendered by Directors of the Company for the year commencing on September 30, 2003 and in settlement of debt for other services in the amount of $51,520 for 355,594 shares at a price of $0.145 per share.
NOTE 10 – PATENT ACQUISITION
When the United States Patent Office advised Herbert Lindo that his Patent has passed preliminary reviews, the Board of Directors (with Mr. Lindo abstaining) voted to issue to Mr. Lindo 20,000,000 shares of the Company’s Common Stock in lieu of a payment of $2,500,000, which the Board considered fair consideration for Mr. Lindo’s invention, which he assigned to the Company. The issuance of the 20,000,000 Common Shares to Mr. Lindo was subject to Shareholders’ approval.
The Board of Directors directed all Shareholders to vote in favor of the proposal in the Company’s Proxy Statement for the 2003 Shareholder’s Meeting.
At the Annual Meeting of Shareholders held on May 28, 2003, sixty-six percent (66%) of the Shareholders were present or represented by proxies. The Shareholders, among other matters, approved the issuance of 20,000,000 Common Shares for investment to Mr. Lindo for having assigned his invention Patent No: U.S. 6,575,834 B1, issued June 10, 2003, Titled: “System and Method for Remote Roulette and Other Game Play Using Game Table at Casino” to the Company.
Originally, the Company placed a value of $2,500,000 on the Patent, but since Mr. Lindo is a controlling Shareholder, the Chairman of the Board of Directors and President of the Company, GAAP regulations do not permit the valuation of a Patent by the Board of Directors. Accordingly, the Company has assigned a value of $375,100, which is the actual costs the Company had previously expensed beginning in August 2000 for filing the Patent throughout the industrialized world, in forty-nine (49) countries, and for additional fees paid to maintain the Patent applications in the foreign countries. The valuation of $357,100, or $.018 per share for the shares issued to Mr. Lindo, exceeds the par value of the Company’s Common Stock of $.01 per share. The Company therefore did not sustain a capital loss by having to reverse the Patent valuation.
NOTE 11 - GOING CONCERN UNCERTAINTY
As indicated in Note 2, the Company emerged from Chapter 7 in September 1998 and has not yet commenced manufacturing operations. These factors create uncertainty as to the Company’s ability to operate as a going-concern. Management plans to develop a wagering system that allows casino patrons and individuals outside the casino to play along with live casino table games. Among the first steps in the plan is to conduct feasibility testing. Unless the Company is able to obtain a casino site to conduct the test and sufficient funds, none of the tests and initial development work can commence. The Company plans to obtain the necessary funding by offering its common stock, or Senior Cumulative Convertible Preferred Shares in private placements, or selling limited joint venture participations in future “play along with
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casino game” franchises. There can be no assurances the Company can be successful in obtaining such financing, which may result in the termination of the business.
The accompanying financial statements have been prepared assuming the Company is a going-concern and do not reflect adjustments, if any, that would be necessary if the Company were not a going-concern.
NOTE 13 – PREPAID ITEMS
At the Board of Directors Meeting held on October 8, 2003, the Board authorized the issuance of two million five hundred thousand (2,500,000) shares of authorized but unissued Common Stock of the Corporation to the Directors in lieu of Director’s compensation and liabilities insurance for the ensuing year commencing on September 30, 2003: Gino Scotto, Maureen Plovnick, Kit Wong, Patrick J. Mc Devitt and Joyce Clark were each issued five hundred thousand (500,000) shares of restricted Common Stock of the company at a price of $.05 per share, the equivalent of twenty-five thousand dollars ($25,000) for each Director, a total of one hundred twenty-five thousand dollars ($125,000). The $125,000 has been recorded for Services Rendered.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
OUTSTANDING PAYROLL TAXES
During the year 2000, the Internal Revenue Service contended that the Company owes payroll taxes including interest and penalties totaling almost $400,000 for various periods from 1985-1991. The Company commenced negotiations with the IRS to resolve these issues. In management’s opinion, no accruals are necessary since it believes that these assessments are incorrect and were discharged in its bankruptcy proceedings. Similar contentions were made by the New York State Income Tax Authorities, which have been officially cancelled by the New York State Taxing Authorities on July 1, 2002.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Since we emerged from bankruptcy proceedings on September 28, 1998 we did not have any revenues from operations. We sustained substantial losses from general administrative expenses amounting of $660,289 in year 2002 and for the nine-months ended September 30, 2003 we sustained losses from general administrative expenses amounting to $781,910 compared to a loss of $428,900 for the three quarters ending September 30, 2002. Kenilworth did not have any revenues from operations during the past thirteen (13) years and there can be no assurances that it will ever have revenues from present planned operations.
LIQUIDITY AND CAPITAL RESOURCES
Our present plans are to develop a wagering system dubbed “Roulabette™” that would allow patrons in the industrialized world to play and wager on live in-progress simulcast casino table games on terminals placed in hotels, resorts, bars and other public gathering places and in homes and offices on personal computers (PC’s) or television sets connected to set top boxes for Interactive TV via digital satellite and digital cable broadcasts emanating from strictly regulated casinos.
A first step will be to conduct a one (1) month feasibility test of the system at a casino site to prove the viability of broadcasting live in-progress table games around the world.
To conduct the tests Kenilworth believes it will require initially five million dollars ($5,000,000) to (a) purchase computers, digital television broadcast equipment and table games; and, (b) defray the cost of the facility and pay the salaries of six (6) employees who are specialists in software design, TV broadcasts, and mechanical design, for a period of eighteen (18) months, and from time to time, consultants who will assist the design team. In order to market Roulabette™ while the development of the terminals proceeds we will
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require an additional five million dollars ($5,000,000) to hire management and marketing people to secure future orders for the system.
Unless we are able to obtain these funds, of which there are no assurances, none of the tests and initial development work can begin; and we will not be able to commence our planned business.
Kenilworth plans to obtain the necessary funding by offering in Private Placements, Common Shares, Cumulative Convertible Preferred Shares and/or by the sale of limited joint venture participations in future Roulabette™ franchises. There can be no assurances that the Company will be able to secure any of these funds.
When the tests are completed and we have obtained all required licenses from the gaming control regulators and state legislatures or foreign jurisdictions to broadcast the live in-progress casino table games and has contracts with franchisees to place terminals around the world and franchise television broadcasters, we expect to commence normal business. Kenilworth will also seek to obtain production financing from regular banking sources to finance the manufacturing of the Roulabette™ terminals. There can be no assurances that any such financing and approvals will be available to us.
RISKS
Specific reference is made to each of the risks described in Item 7 of the Form 10-K for December 31, 2002 and on page 2 under the discussion Special Note Regarding Forward-Looking Statements 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.
OTHER INFORMATION
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Item 1. |
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LEGAL PROCEEDINGS: |
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None of any consequences |
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Item 2. |
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None |
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Item 3. |
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DEFAULT UPON SENIOR SECURITIES: |
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None |
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Item 4. |
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SUBMISSION OF A MATTER TO A VOTE OF SECURITIES HOLDERS: |
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None |
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Item 5. |
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OTHER INFORMATION: |
The Company plans to hold its Annual Meeting of Shareholders in May 2004 with proxy materials mailed to shareholders of record in April 2004 prior to the proposed meeting dates.
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Item 6. |
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Ex 31.1 |
Certification of Chief Financial Officer of the Company required by Rule 13a-14(a) or Rule 15d-14(c) of the Exchange Act. |
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Form 8-K filed July 15, 2003 |
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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KENILWORTH SYSTEMS CORPORATION |
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By: |
/s/ Herbert Lindo |
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Herbert
Lindo |
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December 1, 2003 |
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11