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SEC FILE NUMBER
0-08962
CUSIP NUMBER
489084 10 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
Read Instruction (on back page) Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates.
PART I - REGISTRANT INFORMATION
Full Name of Registrant
Kenilworth Systems Corporation
Former Name if Applicable
N/A
Address of Principal Executive Office (Street and Number)
54 Kenilworth Road
City, State and Zip Code
Mineola, New York 11501
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
[ ] (a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense:
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date: or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12-b-25(C) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
See following page.
SEC 1244 (3 99)
<PAGE>
PART III - NARRATIVE (Continued)
The Company's Independent Auditors (the "Auditors") have requested
an opinion from the "American Institute of Public Certified Accountants"
whether or not they have a conflict of interest resulting from a
lawsuit that was brought against them by a former client, in which
the president of the Company once owned a ten percent (10%) interest.
The Company emerged from bankruptcy proceedings on September 21, 1998
and the possible conflict was not discovered until the Auditors
reviewed their opinion letter to the Company. In the opinion of the
Company and the auditors there is no conflict of interest.
PART IV - OTHER INFORMATION
1) Name and telephone number of person to contact in regard to this
notification.
Herbert Lindo 516 741-1352
(Name) (Area Code) (Telephone Number)
2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such time period that the registrant was required to file such
report(s) been filed? If answer is no, identify reports.
[X] Yes [ ] No
3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
Kenilworth Systems Corporation
Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date
March 31, 1999
By
Herbert Lindo, President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
