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 September 30, 2024

 

OR

 

☐     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 November 12, 2024, there were 79,654,525 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.

 

 
2

 

 

 

KENILWORTH SYSTEMS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPT. 30, 2024

 

INDEX

 

Index

 

 

Page

 

 

 

 

 

Part I. Financial Information

 

 

 

 

 

 

 

 

Item 1.

Consolidated Financial Statements

 

 F-1

 

 

 

 

 

 

 

Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

 

 F-2

 

 

 

 

 

 

 

Consolidated Statements of Operations for the Nine Month Periods ended September 30, 2024 and 2023

 

 F-3

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Periods ended September 30, 2024 and 2023

 

 F-4

 

 

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity for the Periods ended September 30, 2024 and 2023

 

 F-5

 

 

 

 

 

 

 

Notes to the Consolidated Financial Statements. (unaudited)

 

 F-6

 

 

 

 

 

 

Item 2.

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

 

4

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

5

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

5

 

 

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

7

 

 

 

 

 

 

Item 1A.

Risk Factors.

 

7

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

7

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

7

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

7

 

 

 

 

 

 

Item 5.

Other Information.

 

7

 

 

 

 

 

 

Item 6.

Exhibits.

 

8

 

 

 

 

 

 

Signatures

 

9

 

  

 
3

Table of Contents

 

INDEX TO AUDITED FINANCIAL STATEMENTS

 

KENILWORTH SYSTEMS CORPORATION

 

TABLE OF CONTENTS

 

Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

 

F-2

 

Consolidated Statements of Operations for the Nine Month Periods ended September 30, 2024 and 2023

 

F-3

 

Consolidated Statements of Cash Flows for the Periods ended September 30, 2024 and 2023

 

F-5

 

Consolidated Statements of Shareholders’ Equity for the Periods ended September 30, 2024 and 2023

 

F-4

 

Notes to Consolidated Financial Statements

 

F-6

 

 

 
F-1

Table of Contents

 

KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEETS

 

ASSETS

Current Assets

 

SEPTEMBER 30,

2024

 

 

DECEMBER 31,

2023

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$912

 

 

$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

 

$49,397

 

 

$68,184

 

 

 

 

 

 

 

 

 

 

License agreements

 

 

 -

 

 

 

 -

 

Security deposits

 

 

 -

 

 

 

 -

 

Intellectual Property – Proprietary Databases and Technology

 

$-

 

 

$-

 

Trademarks and Tradenames

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$49,397

 

 

$68,184

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

4,000

 

 

$4,000

 

Due to related parties

 

$61,950

 

 

$70,914

 

Note Payable

 

$-

 

 

$-

 

 Deferred Income

 

$16,000

 

 

 

 

 

Total current liabilities

 

$81,950

 

 

$74,914

 

 

 

 

 

 

 

 

 

 

Total other liabilities

 

$-

 

 

$-

 

TOTAL LIABILITIES

 

$81,950

 

 

$74,914

 

 

 

 

 

 

 

 

 

 

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, 79,654,525 and 63,749,525 shares issued and outstanding, as of September 30, 2024, and December 31, 2023 respectively

 

$796,545

 

 

$637,495

 

Additional paid-in-capital

 

$38,903,349

 

 

$38,795,899

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$(39,738,423)

 

$(39,446,101)

 Non-Controlling Interest

 

$5,851

 

 

$5,851

 

TOTAL STOCKHOLDERS' EQUITY

 

$(32,553)

 

$(6,731)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$49,397

 

 

$68,184

 

 

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

 

 
F-2

Table of Contents

   

KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Nine Months ended

SEPTEMBER 30,

 

 

Nine Months ended SEPTEMBER 30,

 

 

 

2024

(Unaudited)

 

 

2023

(Unaudited)

 

Operating revenue:

 

 

 

 

 

 

Revenue

 

$5,000

 

 

$9,000

 

Cost of sales

 

$—

 

 

$—

 

Gross Profit

 

 

5,000

 

 

 

9,000

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Charges & Fees

 

$1,427

 

 

$598

 

Legal & Professional Services

 

$34,750

 

 

$22,363

 

General and Administrative Expense

 

 

216,410

 

 

$124,415

 

Total operating expenses

 

$(252,587)

 

$(147,375)

 

 

 

 

 

 

 

 

 

Loss from operations

 

$(247,587)

 

$(138,375)

 

 

 

 

 

 

 

 

 

NCI

 

 

(44,735)

 

 

 

 

Other Income (expenses)

 

 

 

 

 

 

13,762

 

Total other income/(expense)

 

$—

 

 

$—

 

 

 

 

 

 

 

 

 

 

Net Income/ loss

 

$(292,322)

 

$(124,613)

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

Basic

 

$(0.0058)

 

$(0.0036)

 

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

 

Shares

 

 

Preferred Stock A

Amount

 

 

Common Stock

 

 

Additional Paid-in

Capital

 

 

NCI

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Balance – Balance Jan 1, 2023

 

 

50,004,185

 

 

 

 

 

 

500,042

 

 

 

39,219,146

 

 

 

-

 

 

 

(39,279,950)

 

 

439,238

 

Common stock issued

 

 

13,745,340

 

 

 

 

 

 

137,453

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

137,453

 

Preferred Stock A

 

 

12,500

 

 

 

125

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

125

 

Preferred Stock B

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Preferred Stock C

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Additional paid in capital

 

 

-

 

 

 

 

 

 

 

 

 

 

 

(423,247)

 

 

-

 

 

 

-

 

 

 

(423,247)

Net (loss)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(166,151)

 

 

(166,151)

NCI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,851

 

 

 

 

 

 

 

5,851

 

Balance – December 31, 2023

 

 

63,762,025

 

 

 

125

 

 

 

637,495

 

 

 

38,795,899

 

 

 

5,851

 

 

 

(39,446,101)

 

 

(6,731)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – Balance Jan 1, 2024

 

 

63,762,025

 

 

 

125

 

 

 

637,495

 

 

 

38,795,899

 

 

 

5,851

 

 

 

(39,446,101)

 

 

(6,731)

Common stock issued

 

 

10,505,000

 

 

 

 

 

 

 

159,050

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

159,050

 

Additional paid in capital

 

 

-

 

 

 

-

 

 

 

 

 

 

 

107,450

 

 

 

-

 

 

 

-

 

 

 

107,450

 

Net (loss)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

(263,322)

 

 

(292,322)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

Balance – Sept 30, 2024

 

 

74,267,025

 

 

 

125

 

 

 

796,545

 

 

 

38,903,349

 

 

 

5,851

 

 

 

(39,738,423)

 

 

(32,553)

 

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

 

 

 

Period Ended

Sept 30, 2024

(Unaudited)

 

 

Period Ended

Sept 30, 2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss from continuing operations attributable to common stockholders

 

$(292,322)

 

$(124,613)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net

 

 

 

 

 

 

 

 

cash used in operating activities:

 

 

 

 

 

 

 

 

Additional Paid-In-Capital

 

 

-

 

 

$17,584

 

Changes in:

 

 

 

 

 

 

 

 

Prepaid expenses and receivables

 

 

-

 

 

$28,799

 

Due to related party

 

$7,036

 

 

$-

 

Payroll tax liabilities

 

 

-

 

 

$-

 

Net cash used in operating activities

 

$(285,287)

 

$(78,230)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

License agreements

 

 

-

 

 

$-

 

Intangible Assets

 

 

-

 

 

$-

 

Intellectual Property – Proprietary Databases and Technology

 

 

-

 

 

 

 

 

Trademarks and Tradenames

 

 

-

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Common Stock

 

$159,050

 

 

$88,090

 

Additional Paid-In-Capital

 

$107,450

 

 

 

-

 

Note Payables

 

 

 

 

 

 

4,388

 

Net cash provided by financing activities

 

$266,500

 

 

 

92,478

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

$(18,787)

 

$14,248

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

$19,699

 

 

$527

 

Cash, end of period

 

$912

 

 

$14,774

 

 

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 $912 cash as of September 30, 2024.

 

 
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 $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 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 $292,322 and $124,613 respectively.

 

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.

 

 

 

 

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.

 

 
4

Table of Contents

 

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.

 

 
5

Table of Contents

 

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.

 

 
6

Table of Contents

 

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.

 

 
7

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

 

 

 

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.

 

 
8

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

 

 

 

 

 

Dated: November 12, 2024

By:

/s/ Daniel Snyder

 

 

 

Chief Executive Officer, President and Director

 

 

 
9

 

 

nullnullnullv3.24.3
Cover - shares
 9 Months Ended
Sep. 30, 2024
Nov. 12, 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 Sep. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   79,654,525
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  
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets    
Cash $ 912 $ 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 49,397 68,184
License agreements 0 0
Security deposits 0 0
Intellectual Property - Proprietary Databases and Technology 0 0
Trademarks and Tradenames 0 0
TOTAL ASSETS 49,397 68,184
Current Liabilities    
Accounts payable and accrued expenses 4,000 4,000
Due to related parties 61,950 70,914
Note Payable 0 0
Deferred Income 16,000  
Total current liabilities 81,950 74,914
Total other liabilities 0 0
TOTAL LIABILITIES 81,950 74,914
Stockholders' Equity    
Common stock, par value $.01 - authorized 1,000,000,000 shares, 74,254,525 and 63,749,525 shares issued and outstanding, respectively as of June 30, 2024, and 2023 respectively 796,545 637,495
Additional paid-in-capital 38,903,349 38,795,899
Accumulated deficit (39,738,423) (39,446,101)
Non-Controlling Interest 5,851 5,851
TOTAL STOCKHOLDERS' EQUITY (32,553) (6,731)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 49,397 68,184
Series A, Preferred Stock    
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
v3.24.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 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 79,654,525 63,749,525
Common Stock, Shares Outstanding 79,654,525 63,749,525
Series A, Preferred Stock    
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
v3.24.3
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating revenue:    
Revenue $ 5,000 $ 9,000
Cost of sales 0 0
Gross Profit 5,000 9,000
Operating expenses:    
Bank Charges & Fees 1,427 598
Legal & Professional Services 34,750 22,363
General and Administrative Expense 216,410 124,415
Total operating expenses (252,587) (147,375)
Loss from operations (247,587) (138,375)
NCI (44,735)  
Other Income (expenses)   13,762
Total other income/(expense) 0 0
Net Income/ loss $ (292,322) $ (124,613)
Earnings per share    
Basic $ (0.0058) $ (0.0036)
v3.24.3
CONSOLIDATED CHANGES IN STOCKHOLDERS EQUITY (Unaudited) - USD ($)
Total
NCI
Series A Preferred Stock
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 $ 439,238 $ 0   $ 500,042 $ 39,219,146 $ (39,279,950)
Common stock issued, shares       13,745,340    
Common stock issued, amount 137,453 0   $ 137,453   0
Preferred Stock A, shares     12,500      
Preferred Stock A, amount 125 0 $ 125   0 0
Preferred Stock B 0 0 0     0
Preferred Stock C 0 0 0     0
Additional paid in capital (423,247) 0     (423,247) 0
Net (loss) (166,151) 0 0   0 (166,151)
NCI 5,851 5,851        
Balance, amount at Dec. 31, 2023 (6,731) 5,851 125 $ 637,495 38,795,899 (39,446,101)
Balance, shares at Dec. 31, 2023       63,762,025    
Common stock issued, shares       10,505,000    
Common stock issued, amount 159,050 0   $ 159,050 0 0
Additional paid in capital 107,450   0 0 107,450  
Net (loss) (292,322)         (263,322)
Balance, amount at Sep. 30, 2024 $ (32,553) $ 5,851 $ 125 $ 796,545 $ 38,903,349 $ (39,738,423)
Balance, shares at Sep. 30, 2024       74,267,025    
v3.24.3
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net loss from continuing operations attributable to common stockholders $ (292,322) $ (124,613)
Adjustments to reconcile net loss to net cash used in operating activities:    
Additional Paid-In-Capital 0 17,584
Changes in:    
Prepaid expenses and receivables 0 28,799
Due to related party 7,036 0
Payroll tax liabilities 0 0
Net cash used in operating activities (285,287) (78,230)
Cash flows from investing activities    
License agreements 0 0
Intangible Assets 0 0
Intellectual Property - Proprietary Databases and Technology 0  
Trademarks and Tradenames   0
Net cash used in investing activities 0 0
Cash flows from financing activities    
Common Stock 159,050 88,090
Additional Paid-In-Capital 107,450 0
Note Payables   4,388
Net cash provided by financing activities 266,500 92,478
Net increase in cash (18,787) 14,248
Cash, beginning of period 19,699 527
Cash, end of period $ 912 $ 14,774
v3.24.3
THE COMPANY AND NATURE OF BUSINESS
 9 Months Ended
Sep. 30, 2024
THE COMPANY AND NATURE OF BUSINESS  
THE COMPANY AND NATURE OF BUSINESS

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.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 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.

 

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 $912 cash as of September 30, 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 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 $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 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.

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.
v3.24.3
GOING CONCERN UNCERTAINTY
 9 Months Ended
Sep. 30, 2024
GOING CONCERN UNCERTAINTY  
GOING CONCERN UNCERTAINTY

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 $292,322 and $124,613 respectively.

 

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.
v3.24.3
PAYROLL TAXES PAYABLE
 9 Months Ended
Sep. 30, 2024
PAYROLL TAXES PAYABLE  
PAYROLL TAXES PAYABLE

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.
v3.24.3
SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

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.
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 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.

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 $912 cash as of September 30, 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 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 $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 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.
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.
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
Revenue $ 5,000 $ 9,000  
Cash $ 912   $ 19,699
v3.24.3
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
GOING CONCERN UNCERTAINTY      
Net income loss $ (292,322) $ (124,613) $ (166,151)
Kenilworth Systems (PK) (USOTC:KENS)
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