Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

☐ 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)

Wyoming		84-1641415
(State of incorporation)		(I.R.S. employer identification no.)

721 Beach Street, Daytona Beach FL		32114
(Address of principal executive offices)		(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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

If an emerging growth company, indicate by check mark if the registrant 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 Exchange Act. ☐

As of May 9, 2024, there were 69,712,025 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Kenilworth Systems Corporation and subsidiaries, a Wyoming 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 caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Table of Contents

KENILWORTH SYSTEMS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2024

INDEX

Index		Page

Part I. Financial Information

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023. (Audited)	5

	Consolidated Statements of Operations for the Three months ended March 31, 2024 and 2023 (unaudited)	6

	Consolidated Statements of Changes in Stockholders Equity (Deficit) from December 31, 2018 to March 31, 2024 (unaudited)	7

	Consolidated Statements of Cash Flows for the Three months ended March 31, 2024 and Three months ended March 31, 2023 (unaudited)	8

	Notes to the Condensed Consolidated Financial Statements. (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14

Item 4.	Controls and Procedures.	14

Part II. Other Information

Item 1.	Legal Proceedings.	15

Item 1A.	Risk Factors.	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15

Item 3.	Defaults Upon Senior Securities.	15

Item 4.	Mine Safety Disclosures.	15

Item 5.	Other Information.	15

Item 6.	Exhibits.	16

Signatures		17

Table of Contents

INDEX TO FINANCIAL STATEMENTS

KENILWORTH SYSTEMS CORPORATION

TABLE OF CONTENTS

Consolidated Balance Sheets as of MARCH 31, 2024 and 2023		5
Consolidated Statements of Operations for the years ended MARCH 31, 2024 and 2023		6
Consolidated Statements of Shareholders’ Equity for the years ended MARCH 31, 2024 and 2023		7
Consolidated Statements of Cash Flows for the years ended MARCH 31, 2024 and 2023		8
Notes to Consolidated Financial Statements		9

Table of Contents

KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEETS

ASSETS Current Assets	MARCH 31, 2024 (Unaudited)			DECEMBER 31, 2023 (Audited)

ASSETS
Current Assets
Cash	$	4,022		$	19,699
Due from Related Party	$	40,000		$	40,000
Subscription Receivables	$	5,000		$	5,000
Prepaid expense	$	3,485		$	3,485
Total current assets	$	52,507		$	68,184

License agreements
Security deposits
Intellectual Property – Proprietary Databases and Technology	$	-		$	270
Trademarks and Tradenames	$	-		$	-

TOTAL ASSETS	$	52,507		$	68,184

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses		4,000		$	4,000
Due to related parties	$	104,168		$	104,168
Note Payable	$	97,900		$	68,900
Deferred Income	$	16,000
Total current liabilities	$	222,068		$	177,068

Total other liabilities	$	-		$	-
TOTAL LIABILITIES	$	222,068		$	177,068

Stockholders' Equity
Series A convertible preferred stock, par value $0.01 – authorized 50,000 shares, 12,500 shares, issued and outstanding	$	125		$	125
Series B convertible preferred stock, par value $0.01 - authorized 300,000 shares, and 0 shares issued and outstanding, respectively	$	-		$	-
Series C convertible preferred stock, par value $0.01 - authorized 10,000 shares, 0 shares issued and outstanding, respectively	$	-		$	-
Common stock, par value $0.01 - authorized 1,000,000,000 shares, 69,712,025 and 50,516,685 shares issued and outstanding, respectively as of March 31, 2024, and 2023 respectively	$	696,995		$	637,495
Additional paid-in-capital	$	38,717,734		$	38,717,734

Accumulated deficit	$	(39,584,415	)	$	(39,464,238	)
	$	-		$	-
TOTAL STOCKHOLDERS' EQUITY	$	(169,561	)	$	(108,884	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	52,507		$	68,184

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

Table of Contents

KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	PERIOD ENDED MAR 31, 2024 (Unaudited)			PERIOD ENDED MAR 31, 2023
Operating revenue:
Revenue	$	5,000		$	-
Total revenue	$	5,000		$	-

Operating expenses:
Bank Charges & Fees	$	626		$	-
Legal & Professional Services	$	27,500		$	7,646
General and administrative Expenses	$	42,551		$	3,000
Total operating expenses	$	70,677		$	10,646

Loss from operations	$	(65,677	)	$	(10,646	)

Other Income (expenses)
Interest Income
Gain/(Loss) from disposal of assets	$	(54,500	)
Misc. receivables written off
Misc. payables written off
Gain/(Loss) from settlement/debt extinguishment
Total other income/(expense)	$	(54,500	)	$	-

Net Income/ loss	$	(120,177	)	$	(10,646	)

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

Table of Contents

KENILWORTH SYSTEMS CORPORATION AND

CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Common				Additional Paid-in			Accumulated
Description	Shares		Amount		Capital			Deficit			Total
			$		$			$			$
Balance – Balance Jan 1, 2023		50,004,185		500,042		39,219,146			(39,279,950	)		439,363
Common stock issued		500,000		5,000					-
Preferred Stock A		12,500		125		-			-
Preferred Stock B		-		-					-			-
Preferred Stock C		-		-					-			-
Additional paid in capital		-				(475,011	)		-			(475,011	)
Net (loss)		-		-		-			(10,646	)		(10,646	)

Balance – March 31, 2023		50,516,685		505,167		38,717,734			(39,464,238	)		(46,294	)

Balance – Balance Jan 1, 2024		63,762,025		637,620		38,717,734			(39,464,238	)		(108,884	)
Common stock issued		5,950,000		59,500					-			59,500
Additional paid in capital		-		-		-			-			-
Net (loss)		-		-		-			(120,177	)		(120,177	)

Balance – March 31, 2024		69,712,025		697,120		38,717,734			(39,529,915	)		(169,561	)

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024, AND 2023

	Period Ended Mar 31, 2024 (Unaudited)			Period Ended Mar 31, 2023
Cash flows from operating activities:
Net loss from continuing operations attributable to		(120,177	)	$	(10,646	)
common stockholders
Adjustments to reconcile net loss to net
cash used in operating activities:
Preferred stock issued for services		-		$	-
Changes in:
Prepaid expenses and receivables		-		$	-
Due to related party		45,000		$	35,646
Payroll tax liabilities		-		$	-
Net cash used in operating activities		(75,177	)	$	25,000

Cash flows from investing activities
License agreements		-		$	-
Intangible Assets		-		$	300,450,011
Intellectual Property – Proprietary Databases and Technology		-
Trademarks and Tradenames		-
Net cash used in investing activities		-		$	300,450,011

Cash flows from financing activities
Common Stock		59,500		$	(300,000,000	)
Additional Paid-In-Capital				$	(475,011	)
Note Payables
Net cash provided by financing activities		59,500		$	(300,475,011	)

Net increase in cash		(15,677	)	$	-

Cash, beginning of period		19,699		$	765
Cash, end of period		4,022		$	765

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

Table of Contents

KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 – THE COMPANY AND NATURE OF BUSINESS

Kenilworth Systems Corporation hereinafter referred to as “Kenilworth”, the “Company” or “we”, was incorporated on April 25, 1968, under the laws of the State of New York, and reincorporated in the State of Wyoming in 2023, where it is currently domiciled. Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, and presently trades on the OTC Pink Sheet Market (“KENS”) since emerging from Bankruptcy Proceedings in September 1998.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.

Principle of consolidation

The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiary, Regenecel Inc.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $4,022 cash as of March 31, 2024.

Table of Contents

KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

MARCH 31, 2024

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services not provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. For the three months ended March 31, 2024 the Company has generated revenue of $5,000.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of MARCH 31, 2024 there were no potentially dilutive debt or equity instruments issued or outstanding.

Table of Contents

KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

MARCH 31, 2024

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Note 3 – GOING CONCERN UNCERTAINTY

For the three months ended March 31, 2024, and March 31, 2023, the Company incurred net losses of approximately ($120,177) and ($10,646) respectively. For the three (3) months ending March 31, 2024, the Company had $5,000 in revenues from operations.

These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

Note 4 – PAYROLL TAXES PAYABLE

The Company has not had payroll and no payroll taxes due as since 2012. These balances were assigned to personally to President Daniel Snyder by the IRS as stated in the prior reported in the December 31, 2023 Form 10-K.

Note 5 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after MARCH 31, 2024, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.

Table of Contents

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND RISK FACTORS

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.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Quarterly Report on this Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward- looking statements. Without limiting the generality of the foregoing, in some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to, our lack of recent operating history, existing management, general domestic or international economic conditions, pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this 10-Q report for the three months ended March 31, 2024, and subsequent events reported in this FORM 10-Q.

Risk & Uncertainties

Going Concern

In an effort to have Kenilworth Systems Corporation reorganize and restructure its business model the company has begun looking into ways to expand its business operations, to seek accretive business combinations, and to identify merger candidates that are privately held seeking a public listing of their shares. We have no way to predict the future of this company; however, currently the corporation shows indications of growth moving forward in 2024.

Table of Contents

ITEM 2. MANAGEMENT’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:

·	specific and overall impacts of the COVID-19 pandemic on our financial condition and results of operations;
·	our beliefs regarding the market and demand for our products or the component products we resell;
·	our ability to develop and launch new products that are attractive to the market and stimulate customer demand for these products;
·	our plans relating to our intellectual property, including our goals of monetizing, licensing, expanding and defending our patent portfolio;
·	our expectations and strategies regarding outstanding legal proceedings and patent reexaminations relating to our intellectual property portfolio;
·	our expectations with respect to any strategic partnerships or other similar relationships we may pursue;
·	the competitive landscape of our industry;
·	general market, economic and political conditions;
·	our business strategies and objectives;
·	our expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to reduce expenses and the potential for future financings;
·	our ability to remediate any material weakness and maintain effective internal control over financial reporting; and
·	the impact of the above factors and other future events on the market price and t

RESULTS OF OPERATIONS

Since we exited from bankruptcy proceedings on September 28, 1998, we have had limited revenues from operations, and therefore sustained losses from operating expenses amounting to ($184,288) for the year ended December 31, 2023 and ($65,677) for the three months ended March 31, 2024.

On September 30, 2023, the Company completed a Share Exchange in which it acquired a 60% controlling equity interest in Regenecell, Inc., a Florida corporation which has been newly-formed and is engaged in the business of medical travel consulting and referral services. The Founder and President of Regenecell, Steven Swank, exchanged 600,000 of his Shares of Common Stock of Regenecell, Inc. for 2,000,000 Shares of Common Stock of the Company in a tax-free exchange. As a result of this transaction, of the total 1,000,000 Shares of Common Stock of Regenecell, Inc. authorized, issued, and outstanding, the Company owns 600,000 Shares representing 60%, and Mr. Swank owns the remaining 400,000 Shares, representing a 40% minority interest.

LIQUIDITY AND CAPITAL RESOURCES

Current management, under the guidance of President Daniel 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 well- run 21st century cutting edge company through the following steps:

	a.)	Review the books and records of the Company for the previous Nine (9) years, have all necessary filings updated and/or restated as needed, reach agreements with all authorities and present audited financials.

	b.)	The Company’s management team is presently reviewing acquisition opportunities in both the emerging medical technologies field as well as in emerging energy technologies. As of the date of this filing, the Company has not entered into any definitive agreements with respect to any acquisition opportunities.

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

Kenilworth has begun a major corporate restructuring designed to focus the Company’s efforts on its core business and maximize shareholder value.

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As 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.

ITEM 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 defined in Rules 13a- 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2024.

The ineffectiveness of our internal control over financial reporting was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may be considered to be material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public 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 establishment 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 March 31, 2018.

Management believes that the lack of a functioning audit committee and the 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 could result in a material misstatement in our financial statements in future periods.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Table of Contents

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any 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 management, 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 Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER 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.

Table of Contents

ITEM 6. EXHIBITS.

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

Number		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH *		Inline XBRL Taxonomy Extension Schema Document

101.CAL *		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE *		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* 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 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.

Table of Contents

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.

	KENILWORTH SYSTEMS CORPORATION

Date: May 9, 2024	By:	/s/ Daniel Snyder
		Chief Executive Officer, President and Director

nullnullnull

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 09, 2024
Cover [Abstract]
Entity Registrant Name	KENILWORTH SYSTEMS CORPORATION
Entity Central Index Key	0000055234
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		69,712,025
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-08962
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	84-1641415
Entity Address Address Line 1	721 Beach Street
Entity Address City Or Town	Daytona Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32114
City Area Code	516
Local Phone Number	741-1352
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 4,022	$ 19,699
Due from Related Party	40,000	40,000
Subscription Receivables	5,000	5,000
Prepaid expense	3,485	3,485
Total current assets	52,507	68,184
Security deposits
Intellectual Property - Proprietary Databases and Technology	0	270
Trademarks and Tradenames	0	0
TOTAL ASSETS	52,507	68,184
Current Liabilities
Accounts payable and accrued expenses	4,000	4,000
Due to related parties	104,168	104,168
Note Payable	97,900	68,900
Deferred Income	16,000
Total current liabilities	222,068	177,068
Total other liabilities	0	0
TOTAL LIABILITIES	222,068	177,068
Stockholders' Equity
Common stock, par value $.01 - authorized 1,000,000,000 shares, 69,712,025 and 50,516,685 shares issued and outstanding, respectively as of March 31, 2024, and 2023 respectively	696,995	637,495
Additional paid-in-capital	38,717,734	38,717,734
Accumulated deficit	(39,584,415)	(39,464,238)
TOTAL STOCKHOLDERS' EQUITY	(169,561)	(108,884)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	52,507	68,184
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred stock value	125	125
Series B Preferred Stock [Member]
Stockholders' Equity
Preferred stock value	0	0
Series C Preferred Stock [Member]
Stockholders' Equity
Preferred stock value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares Issued	69,712,025	50,516,685
Common Stock, Shares Outstanding	69,712,025	50,516,685
Series A Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	50,000	50,000
Preferred Stock, Shares Issued	12,500	12,500
Preferred Stock, Shares Outstanding	12,500	12,500
Series B Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	300,000	300,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Series C Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating revenue:
Revenue	$ 5,000	$ 0
Total revenue	5,000	0
Operating expenses:
Bank Charges & Fees	626	0
Legal & Professional Services	27,500	7,646
General and Administrative Expense	42,551	3,000
Total operating expenses	70,677	10,646
Loss from operations	(65,677)	(10,646)
Other Income (expenses)
Gain/(Loss) from disposal of assets	(54,500)
Total other income/(expense)	(54,500)	0
Net Income/ loss	$ (120,177)	$ (10,646)

CONSOLIDATED CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2022		50,004,185
Balance, amount at Dec. 31, 2022	$ 439,363	$ 500,042	$ 39,219,146	$ (39,279,950)
Common stock issued, shares		500,000
Common stock issued, amount		$ 5,000		0
Preferred Stock A, shares		12,500
Preferred Stock A, amount		$ 125	0	0
Preferred Stock B	0	0		0
Preferred Stock C	0	0		0
Additional paid in capital	(475,011)		(475,011)	0
Net (loss)	(10,646)	$ 0	0	(10,646)
Balance, shares at Mar. 31, 2023		50,516,685
Balance, amount at Mar. 31, 2023	(46,294)	$ 505,167	38,717,734	(39,464,238)
Balance, shares at Dec. 31, 2023		63,762,025
Balance, amount at Dec. 31, 2023	(108,884)	$ 637,620	38,717,734	(39,464,238)
Common stock issued, shares		5,950,000
Common stock issued, amount	59,500	$ 59,500		0
Additional paid in capital	0	0	0	0
Net (loss)	(120,177)	$ 0	0	(120,177)
Balance, shares at Mar. 31, 2024		69,712,025
Balance, amount at Mar. 31, 2024	$ (169,561)	$ 697,120	$ 38,717,734	$ (39,529,915)

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders	$ (120,177)	$ (10,646)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services	0	0
Changes in:
Prepaid expenses and receivables	0	0
Due to related party	45,000	35,646
Payroll tax liabilities	0	0
Net cash used in operating activities	(75,177)	25,000
Cash flows from investing activities
License agreements	0	0
Intangible Assets	0	(300,450,011)
Intellectual Property - Proprietary Databases and Technology	0
Trademarks and Tradenames	0
Net cash used in investing activities	0	300,450,011
Cash flows from financing activities
Common Stock	59,500	(300,000,000)
Additional Paid-In-Capital		(475,011)
Net cash provided by financing activities	59,500	(300,475,011)
Net increase in cash	(15,677)	0
Cash, beginning of period	19,699	765
Cash, end of period	$ 4,022	$ 765

THE COMPANY AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2024

THE COMPANY AND NATURE OF BUSINESS

THE COMPANY AND NATURE OF BUSINESS

Note 1 – THE COMPANY AND NATURE OF BUSINESS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary Of Significant Accounting Policies

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.

Principle of consolidation

The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiary, Regenecel Inc.

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $4,022 cash as of March 31, 2024.

Fair Value of Financial Instruments

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Revenue Recognition

Basic Income (Loss) Per Share

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

GOING CONCERN UNCERTAINTY

3 Months Ended

Mar. 31, 2024

GOING CONCERN UNCERTAINTY

GOING CONCERN UNCERTAINTY

Note 3 – GOING CONCERN UNCERTAINTY

PAYROLL TAXES PAYABLE

3 Months Ended

Mar. 31, 2024

PAYROLL TAXES PAYABLE

PAYROLL TAXES PAYABLE

Note 4 – PAYROLL TAXES PAYABLE

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Note 5 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis Of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.

Principle of consolidation

The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiary, Regenecel Inc.

Use Of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $4,022 cash as of March 31, 2024.

Fair Value of Financial Instruments

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Revenue Recognition

Basic Income (Loss) Per Share

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 5,000,000	$ 0
Cash	$ 4,022

GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
GOING CONCERN UNCERTAINTY
Total revenue	$ 5,000,000	$ 0
Net income loss	$ (120,177)	$ (10,646)