SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report: MAY 17, 1999
Date of earliest event reported: APRIL 4, 1999
KENILWORTH SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 0-08962 13-2610105
(State or other (Commission File No.) (IRS Employer
jurisdiction Identification
of incorporation) Number)
54 Kenilworth Road
MINEOLA, NY 11501
Address of Principal Executive Office (Zip Code)
(Registrant's telephone number,
including area code) (516) 741-1352
__________________NOT APPLICABLE_________________
(Former address changed from last report)
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ITEM 1. Kenilworth Systems Corporation
On April 4, 1999 the Company filed Form 12b-25 Notification of Late
Filing for the following reason.
1. 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 29, 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.
Since the filing of the report the Auditor's partners by mutual
agreement with the Company decided not to continue as the
Independent Auditors for the Company.
The Company emerged from Chapter 7 Bankruptcy Proceedings on
September 29, 1998 and did not conduct any operations since
before January 1, 1991. The last time the Auditors conducted an
audit for the Company was for the year ended December 31, 1989.
2. The Company engaged Ian M. Nelson, Certified Public Accountant
as the Independent Auditor for the period ended December 31,
1998 and the ensuing year.
3. In order for the Company to file its quarterly report on Form
10-Q for the period ended March 31, 1999 within the prescribed
time period, management elected to file the Report on Form 10-K
for the period ended December 31, 1998 unaudited. When the audit
is completed, the Company will file an amendment to the report
including the Independent Auditors Report. The Company does not
expect significant changes in the results of operation and
balance sheets.
On December 9, 1998 the Company filed a Transition Report for
the period beginning January 1, 1991 and ending November 29,
1998, which included prior years operating results.
4.
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The Company filed its quarterly report on Form 10-Q for the
period ended March 31, 1999.
SIGNATURES
Pursuant to the requirements o the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
KENILWORTH SYSTEMS CORPORATION
Registrant
HERBERT LINDO
Herbert Lindo, President
Dated: May 17, 1999
