Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

kens_10q.htm

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.

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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

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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		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.

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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
Dated: November 12, 2024	By:	/s/ Daniel Snyder
		Chief Executive Officer, President and Director

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