美國
證券交易所 委員會
華盛頓特區 20549
表單
(標記一個)
截至季度期
或
過渡期從 給
委員會檔案編號:
(註冊人名稱如章程中所列) |
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(註冊人電話號碼,包括區號)
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請在檢查標記中表明註冊人是一個大型加速文件提交人、一個加速文件提交人、一個非加速文件提交人、一個較小的報告公司,還是一個新興成長公司。請參閱《證券交易法1934年規則120億.2》中「大型加速文件提交人」、「加速文件提交人」、「較小報告公司」和「新興成長公司」的定義。
大型加速報告人 | ☐ | 加速報告人 | ☐ |
☐ | 小型報告公司 | ||
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| 新興成長公司 |
請用勾選標記指示註冊人是否爲殼公司(按法律第120億.2條的定義)。是
如果是新興成長型企業,請勾選複選標記,表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。
截至2024年11月12日,
注意 注意 關於 前瞻性 報表
本季度報告(表格10-Q)由威斯康星州的Kenilworth Systems Corporation及其子公司(「公司」)提交,其中包含根據1995年美國私人證券訴訟改革法案定義的「前瞻性聲明」。在某些情況下,您可以通過術語如「可能」、「將」、「應該」、「能夠」、「期望」、「計劃」、「打算」、「預期」、「相信」、「估計」、「預測」、「潛在」或「繼續」或者這些術語的否定形式及其他類似術語來識別前瞻性聲明。這些前瞻性聲明包括但不限於關於我們的市場機會、我們的戰略、競爭、預計的活動和支出以及我們追求業務計劃時可用現金資源的充足性。雖然我們相信前瞻性聲明中反映的預期是合理的,但我們不能保證未來的結果、活動水平、表現或成就。實際結果可能與這些前瞻性聲明中討論的預測有實質性差異。我們運營的經濟環境可能會對我們的實際結果產生重大影響。公司在證券交易委員會(「SEC」)的文件中討論了其他因素。
我們的管理層在此10-Q表格中包含了基於管理層在行業板塊的經驗、我們運營結果的評估、與第三方的討論和談判以及對我們競爭對手向SEC提交的文件或其他公開信息的審查的預測和估計。我們提醒讀者不應對任何此類前瞻性陳述產生過度依賴,這些陳述僅在作出之日有效。我們不承擔隨後修訂任何前瞻性陳述的義務,以反映該陳述日期之後的事件或情況或反映預期或未預期事件的發生。
2 |
肯尼爾沃思系統公司
季度報告表格10-Q
截至2024年9月30日的期間
指數
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第一部分。財務信息 |
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項目1. | 基本報表 |
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Table of Contents |
INDEX TO AUDITED FINANCIAL STATEMENTS
KENILWORTH SYSTEMS CORPORATION
TABLE OF CONTENTS
F-1 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS Current Assets |
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ASSETS |
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Current Assets |
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Cash |
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Due from Related Party |
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Subscription Receivables |
| $ |
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Prepaid expense |
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Total current assets |
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License agreements |
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Security deposits |
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Intellectual Property – Proprietary Databases and Technology |
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Trademarks and Tradenames |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Due to related parties |
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Note Payable |
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Deferred Income |
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Total current liabilities |
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Total other liabilities |
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TOTAL LIABILITIES |
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Stockholders' Equity |
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Series A convertible preferred stock, par value $ |
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Series B convertible preferred stock, par value $ |
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Series C convertible preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Non-Controlling Interest |
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TOTAL STOCKHOLDERS' EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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The accompanying notes are an integral part of these consolidated financial statements.
F-2 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
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Operating revenue: |
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Revenue |
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Cost of sales |
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Gross Profit |
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Operating expenses: |
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Bank Charges & Fees |
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Legal & Professional Services |
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General and Administrative Expense |
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Total operating expenses |
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Loss from operations |
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NCI |
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Other Income (expenses) |
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Total other income/(expense) |
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Net Income/ loss |
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Earnings per share |
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Basic |
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The accompanying notes are an integral part of these consolidated financial statements.
F-3 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD ENDED SEPTEMBER 30, 2024.
Description |
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Balance – Balance Jan 1, 2023 |
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Common stock issued |
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Preferred Stock A |
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Preferred Stock B |
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Preferred Stock C |
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Additional paid in capital |
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Net (loss) |
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NCI |
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Balance – December 31, 2023 |
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Balance – Balance Jan 1, 2024 |
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Common stock issued |
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Additional paid in capital |
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Net (loss) |
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Balance – Sept 30, 2024 |
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The accompanying notes are an integral part of these consolidated financial statements.
F-4 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30, 2024, AND 2023
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Cash flows from operating activities: |
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Net loss from continuing operations attributable to common stockholders |
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cash used in operating activities: |
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Changes in: |
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Prepaid expenses and receivables |
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Due to related party |
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Payroll tax liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities |
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License agreements |
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Intangible Assets |
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Intellectual Property – Proprietary Databases and Technology |
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Trademarks and Tradenames |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Common Stock |
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Additional Paid-In-Capital |
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Note Payables |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash, beginning of period |
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Cash, end of period |
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The accompanying notes are an integral part of these consolidated financial statements.
F-5 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2024, AND 2023
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. Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, presently on the OTC Pink Sheet Market 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.
Principle of consolidation
The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries: 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 $
F-6 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
SEPTEMBER 30, 2024, AND 2023
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 shareholders 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. As of September 30, 2024, the Company has generated revenue of $
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 diluted potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of September 30, 2024, there were no potentially dilutive debt or equity instruments issued or outstanding.
F-7 |
Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
SEPTEMBER 30, 2024, AND 2023
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 Nine Month Periods ended September 30, 2024, and September 30, 2023, the Company incurred net losses of approximately $
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 Dan Snyder by the IRS as stated in the prior reported September 30, 2024, Form 10-Q.
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 September 30, 2024, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.
F-8 |
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:
· | 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 the liquidity of our Common Stock. |
RESULTS OF OPERATIONS
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. Regenecell is the operating subsidiary of the Company, and the Company is preparing a marketing program to expand the business operations of Regenecell.
Current management, under the guidance of Dan 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. |
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| 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. In addition, the Company is preparing a Marketing Plan to expand the business operations of it’s Regenecell, Inc. subsidiary. |
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.
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LIQUIDITY AND CAPITAL RESOURCES
The Company had revenue of $5,000 and $9,000 for the three months ended September 30, 2024 and 2023, respectively.
Our operating expenses in the nine months ended September 30, 2024 increased to $252,587, from $138,375 for the same period of 2023. Major operating expenses include officers compensation, professional fees and research and development costs.
Our net loss for the nine months ended September 30, 2024, was ($247,587) as compared to the net loss of ($138,375) during the same period ended in 2023.
We had $912 cash at September 30, 2024, compared to $19,699 cash at December 31, 2023.
Critical Accounting Policies and Estimates
The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, Daniel Snyder, the Company’s Chief Executive Officer and Chief Financial Officer (principal executive, financial and accounting officer), and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
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The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our chief executive officer and acting chief financial officer (principal executive, financial and accounting officer, assessed the effectiveness of our internal control over financial reporting at September 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of September 30, 2024, our internal controls over financial reporting was not effective for the reasons set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.
As set forth in that Report the Company intends to take various remedial measures described therein as its capital resources permit.
Changes in Internal Controls
During the quarter ended September 30, 2024, there was no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
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PART II - OTHERINFORMATION
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.
During the Quarter Ended September 30, 2024, the Company issued a total of 5,400,000 Shares of Common Stock to nine investors for aggregate consideration of $159,050.
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.
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ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
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101.INS * |
| Inline XBRL Instance Document |
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101.SCH * |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL * |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF * |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB * |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE * |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* 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.
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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 |
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Dated: November 12, 2024 | By: | /s/ Daniel Snyder |
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| Chief Executive Officer, President and Director |
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