Kenilworth Systems Corp. Files 10-K/A Amendment

TL;DR

Kenilworth Systems Corp. filed a 10-K/A for FY23, updating financials. Check retained earnings & paid-in capital.

AI Summary

Kenilworth Systems Corp. filed a 10-K/A amendment on May 28, 2024, for the fiscal year ending December 31, 2023. The filing provides updated financial information for the company, which is involved in miscellaneous amusement and recreation services. Key financial figures include retained earnings and additional paid-in capital as of December 31, 2023.

Why It Matters

This amendment provides updated financial disclosures for Kenilworth Systems Corp., which is crucial for investors and stakeholders to assess the company's financial health and performance for the 2023 fiscal year.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous 10-K, primarily providing updated financial details rather than introducing new significant risks.

Key Numbers

• 63749525 — Retained Earnings (As of December 31, 2023)
• 50004185 — Additional Paid-In Capital (As of December 31, 2023)
• 50000 — Preferred Stock Series C (As of December 31, 2023)
• 300000 — Preferred Stock Series B (As of December 31, 2023)
• 10000 — Preferred Stock Series A (As of December 31, 2023)

Key Players & Entities

• KENILWORTH SYSTEMS CORP (company) — Filer
• 721 BEACH STREET (location) — Business Address
• DAYTONA BEACH (location) — Business Address City
• FL (location) — Business Address State
• 32114 (location) — Business Address Zip
• 19791218 (date) — Date of Former Company Name Change
• 19721130 (date) — Date of Former Company Name Change

FAQ

Key Financial Figures

• $300,000,000 — ecured Promissory Note in the amount of $300,000,000 to ACL Group, Inc., (ii) the issuance t
• $500,000.00 — recurring as a perpetual license fee of $500,000.00 paid per terms of invoice as well as 5,
• $137,250 — ovided by ACL's support team amount was $137,250. In January, 2023, the Company's manag
• $25,000 — dent of the Company, Dan W. Snyder, for $25,000 in consideration paid. EMPLOYEES Ken
• $126,906 — es from operating expenses amounting to $126,906 for the first Nine months of 2023 and $
• $45 — 6 for the first Nine months of 2023 and $45 in 2022. On September 30, 2023, the C
• $12,000 — es from operations in 2023 amounting to $12,000, as a result of the acquisition of the

Filing Documents

• kenilworth_10ka.htm (10-K/A) — 471KB
• kenilworth_ex311.htm (EX-31.1) — 10KB
• kenilworth_ex312.htm (EX-31.2) — 10KB
• kenilworth_ex321.htm (EX-32.1) — 3KB
• kenilworth_ex322.htm (EX-32.2) — 3KB
• kenilworth_10kimg4.jpg (GRAPHIC) — 2KB
• kenilworth_10kimg3.jpg (GRAPHIC) — 12KB
• 0001477932-24-003328.txt ( ) — 1650KB
• kens-20231231.xsd (EX-101.SCH) — 15KB
• kens-20231231_lab.xml (EX-101.LAB) — 100KB
• kens-20231231_cal.xml (EX-101.CAL) — 21KB
• kens-20231231_pre.xml (EX-101.PRE) — 74KB
• kens-20231231_def.xml (EX-101.DEF) — 33KB
• kenilworth_10ka_htm.xml (XML) — 86KB

Properties

Properties 5 ITEM 3

Legal Proceedings

Legal Proceedings 5 ITEM 4 Submission of Matters to a Vote of Security Holders 5 PART II ITEM 5 Market Prices of the Company's Common Stock and Related Stock Holder Matters 7 ITEM 6

Selected Financial Data

Selected Financial Data 8 ITEM 7 Management Discussions and Analysis of Financial Condition and Results of Operations (Contains Risk Factors) 8 ITEM 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 14 ITEM 9 Changes and Disagreements with Accountants on Accounting and Financial Disclosure 14 ITEM 9A

Controls and Procedures

Controls and Procedures 14 PART III ITEM 10 Directors and Executive Officers of the Registrant 15 ITEM 11

Executive Compensation

Executive Compensation 17 ITEM 12

Security Ownership of Certain Beneficial Owner and Management and Related Stockholders Matters

Security Ownership of Certain Beneficial Owner and Management and Related Stockholders Matters 17 ITEM 13 Certain Relationships and Related Transactions 18 ITEM 14 Principal Accountant Fees and Services 18 PART IV ITEM 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K Subsequent Events 19 2 Table of Contents

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements and Risk Factors. We expressly disclaim any obligations on undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based in whole or in part. Readers should amongst the other statements contained herein and future filings with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed, carefully review in Item 7 the following: "Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 and Risk Factors". All the Risk Factors contained therein should be carefully read. 3 Table of Contents

— DESCRIPTION OF BUSINESS

ITEM 1— DESCRIPTION OF BUSINESS PART 1 THE COMPANY 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 on the OTC Pink Sheet Market (trading symbol "KENS"). GENERAL 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. At the present time, we intend to carry on and expand Regenecell's business operations in the international medical travel consulting and referral services as our sole line of business. In addition, Kenilworth Systems Corporation and its management team are exploring opportunities to modifying its current structure into a Corporate Holding Company. The process for expanding our business operations in this manner is currently under discussion, and, if initiated, will allow the Company to acquire controlling equity interests in other emerging technology companies. PRIOR OPERATIONS The Company's original business objective was to identify firms seeking data that employ omni-channel marketing that can utilize our data to drive product offerings. This

— PROPERTIES

ITEM 2 — PROPERTIES Since the last filing Kenilworth has relocated the corporate offices to Daytona Beach, FL. We maintain our offices in space provided by our President at no cost.

— LEGAL PROCEEDINGS

ITEM 3 — LEGAL PROCEEDINGS None.

— SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 5 Table of Contents EXECUTIVE OFFICERS OF THE REGISTRANT The names, ages and positions held by each of Kenilworth's directors and executive officers are as follows: NAME AGE OFFICES AND POSITIONS HELD FIRST ELECTED OFFICER OF KENILWORTH DAN W. SNYDER 72 CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE OFFICER 2022 STEVEN SWANK 83 DIRECTOR, SECRETARY, CHIEF ACCOUNTING OFFICER 2023 RICHARD J CRUSE 83 DIRECTOR 2023 JAY A. CUNNINGHAM, SR. 85 DIRECTOR 2023 All of the above Executive Officers and Directors have been elected to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board presently anticipates that the next Shareholders Meeting will be held during the 2nd quarter period of 2024. 6 Table of Contents PART II

— MARKET PRICES OF THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

ITEM 5 — MARKET PRICES OF THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS (a) Kenilworth exited from Bankruptcy Proceedings in September of 1998, its Common Stock which had been trading on the NASDAQ National Market, is now trading on the OTC Pink Sheets under the old trading symbol "KENS". The following table sets forth high and low closing sales prices for our Common Stock, as reported on the OTC Pink Sheets. 2021 January 1, 2021 Through March 31, 2021 $ 0.016 $ 0.05 April 1, 2020 Through June 30, 2021 $ 0.02 $ 0.10 July 1, 2020 Through September 30, 2021 $ 0.02 $ 0.19 October 1, 2020 Through December 31, 2021 $ 0.10 $ 0.65 2022 January 1, 2022 Through March 30, 2022 $ 0.11 $ 0.05 April 1, 2022 Through June 30, 2022 $ 0.12 $ 0.05 July 1, 2019 Through September 30, 2022 $ 0.11 $ 0.05 October 1, 2019 Through December 31, 2022 $ 0.09 $ 0.05 2023 LOW HIGH January 1, 2023 Through March 31, 2023 $ 0.04 $ 0.20 April 1, 2023 Through June 30, 2023 $ 0.04 $ 0.20 July 1, 2023 Through September 30, 2023 $ 0.05 $ 0.20 October 1, 2023 Through December 31, 2023 $ 0.07 $ 0.19 7 Table of Contents (b) Holders. There were approximately 2,592 registered holders of record of Common Stock plus an undetermined number of beneficial holders (in banks and brokerages) of Kenilworth as of December 31st, 2023. (c) Dividends. Kenilworth has not paid any dividends on its Common Stock. We plan to apply any earnings it achieves to expansion of the business and do not expect to pay any dividends in the foreseeable future. (d) The Company has outstanding 49,504,185 Common Shares as of December 31, 2023. In the future, all of the restricted shares may have the restriction lifted pursuant to SEC Rule 144 in the event that the Company is eligible for Rule 144.

— SELECTED FINANCIAL DATA

ITEM 6 — SELECTED FINANCIAL DATA The following table summarizes certain selected financial data and is qualified by reference to, and should be read in conjunction with, the Financial Statements and related Notes thereto and with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.

Selected Financial Data for the three (3) years ended December 31, 2023, are as follows

Selected Financial Data for the three (3) years ended December 31, 2023, are as follows: SUMMARY OF OPERATIONS 2023 2022 2021 Net income/ (loss) from operations $ (184,288 ) $ (13,558 ) $ (5,635 ) Other income / (loss) $ ---- $ ---- $ ---- Net loss accumulated $ (39,464,238 ) $ (39,279,950 ) $ (15,745 ) Loss per common share $ (0.02 ) $ (0.000 ) $ (0.000 ) Loss per common share — diluted $ (0.02 ) $ (0.000 ) $ (0.000 ) Consolidated balance sheet data: Total current liabilities $ 177,068 $ 300,059,835 $ — Stockholders' Equity (deficit) $ (108,884 ) $ 300,499,198 $ 14,296

— MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7 — MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion following should be read in conjunction with, and is qualified in its entirety by, the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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 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 8 Table of Contents RESULTS OF OPERATIONS Since we exited from bankruptcy proceedings on September 28, 1998, we have had minimal revenues from operations, and therefore sustained losses from operating expenses amounting to $126,906 for the first Nine months of 2023 and $45 in 2022. 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

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