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 June 30, 2021 |
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OR
☐Transition report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ |
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Commission File Number: 0-08962
KENILWORTH SYSTEMS CORPORATION |
(Exact name of registrant as specified in its charter) |
New York | 84-1641415 | |
( | (I.R.S. employer identification no.) |
185 Willis Avenue, Mineola, New York |
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(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“emerging growth company"company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
(Do not check if a 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. ☐
The Company’s management has always objected to the SEC designation as a Development Stage Company. The Company made a one hundred percent (100%) cash distribution to all approved creditors and paid in full all administrative fees and expenses when we exited from Bankruptcy Proceedings.
The Development Stage Company designation ONLY applies to Bankrupt Companies that exit from Bankruptcy Proceedings that do not pay all approved creditors in full. The Company does not believe that it is a “Development Stage Company”
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the Registrant based on the closing price as reported on the Pink Sheet Market as of July 30,2020June 30, 2020 is $395,624. As of March 31,June 30, 2021, 6,818,435 Shares of the Registrant’s Common Stock, $0.01 par value, were outstanding.
Disclaimer:
As stated in Kenilworth’s 10-K for the period ended December 31, 2020, the Company’s management team has changed. Management is dependent on the probability that financial information contained in the Company’s previous 10-Qs and 10-Ks is correct. The Company is actively engaged in the process of hiring an accounting firm to review and audit the books of the corporation thru December 31st, 2020 when the last audited 10K10-K statements were filed.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Kenilworth Systems Corporation and subsidiaries, a New York 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 MARCH 31,JUNE 30, 2021
INDEX
Index |
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| Notes to the |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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3 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND DEFICIT
AS OF MARCH 31, 2021Table of Contents
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| PERIOD ENDING MARCH 31ST, |
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| PERIOD ENDING MARCH 31, |
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| 2021* |
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| 2020 |
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Operating revenue: |
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Revenue |
| $ | — |
|
| $ | — |
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Total revenue |
| $ | — |
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| $ | — |
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Operating expenses: |
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Bank Charges & Fees |
| $ | 45 |
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| $ | 60 |
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Legal & Professional Services |
| $ | — |
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| $ | 19,455 |
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Miscellaneous |
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| $ | 2,093 |
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Total operating expenses |
| $ | 45 |
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| $ | 21,608 |
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Loss from operations |
| $ | (45 | ) |
| $ | (21,608 | ) |
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Other Income (expenses) |
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Total other income/(expense) |
| $ | — |
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| $ | — |
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Net Income/ loss |
| $ | (45 | ) |
| $ | (21,608 | ) |
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Earnings per share |
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Basic |
| $ | (0.0015 | ) |
| $ | (0.0032 | ) |
Unaudited Condense Financial Statement | INDEX | ||
Consolidated Balance Sheets as of June 30, 2021, and December 31, 2020. | F-2 | ||
F-3 | |||
F-4 | |||
F-5 | |||
F-6 |
| F-1 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) | ||||||||
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Assets |
| As of June 30, 2021 |
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| As of December 31, 2020 |
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Bank |
| $ | 900 |
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| $ | 990 |
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Due from Related Party |
| $ | 900 |
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| $ | 900 |
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Total current assets |
| $ | 1,800 |
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| $ | 1,890 |
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TOTAL ASSETS |
| $ | 1,800 |
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| $ | 1,890 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
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Accruals |
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Total current liabilities |
| $ |
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| $ | 0 |
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Total other liabilities |
| $ | 0 |
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| $ | 0 |
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TOTAL LIABILITIES |
| $ |
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| $ | 0 |
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Stockholders’ Equity |
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Series A convertible preferred stock, par value $.01 - authorized 50,000, shares, 25,000 shares issued and outstanding |
| $ | 250 |
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| $ | 250 |
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Series B convertible preferred stock, par value $.01 - authorized 300,000 shares, -0- shares issued and outstanding |
| $ | 0 |
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| $ | 0 |
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Series C convertible preferred stock, par value $.01 - authorized 10,000 shares, 1,000 shares issued and outstanding |
| $ | 10 |
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| $ | 10 |
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Common stock, par value $.01 - authorized 1,000,000,000 shares, 6,818,435 shares issued and outstanding, |
| $ | 68,184 |
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| $ | 68,184 |
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Additional paid-in-capital |
| $ | 39,195,858 |
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| $ | 39,195,858 |
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Accumulated deficit |
| $ | (39,262,502 | ) |
| $ | (39,262,412 | ) |
Total stockholders’ equity |
| $ | 1800 |
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| $ | 1,890 |
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Total stockholders’ equity & Liabilities |
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| 1,800 |
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| 1,890 |
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*unaudited
The accompanying notes are an integral part of these consolidatedfinancial statements.
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2021, AND DECEMBER 31, 2020
|
| As of March 31, 2021* |
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| As of December 31, 2020 |
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ASSETS Current Assets |
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Bank |
| $ | 945 |
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| $ | 990 |
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Due from Related Party |
| $ | 900 |
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| $ | 12,000 |
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Total current assets |
| $ | 1,845 |
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| $ | 1,890 |
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TOTAL ASSETS |
| $ | 1,845 |
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| $ | 1,890 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
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Current Liabilities |
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| $ | — |
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| $ | — |
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Total current liabilities |
| $ | — |
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| $ | — |
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Total other liabilities |
| $ | — |
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| $ | — |
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TOTAL LIABILITIES |
| $ | — |
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| $ | — |
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Stockholders’ Equity |
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Series A convertible preferred stock, par value $.01 - authorized 50,000, shares, 25,000 shares issued and outstanding |
| $ | 250 |
|
| $ | 250 |
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Series B convertible preferred stock, par value $.01 - authorized 300,000 shares, -0- shares issued and outstanding |
| $ | — |
|
| $ | — |
|
Series C convertible preferred stock, par value $.01 - authorized 10,000 shares, 1,000 shares issued and outstanding |
| $ | 10 |
|
| $ | 10 |
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Common stock, par value $.01 - authorized 1,000,000,000 shares, 6,818,435 shares issued and outstanding, |
| $ | 68,184 |
|
| $ | 68,184 |
|
Additional paid-in-capital |
| $ | 39,195,858 |
|
| $ | 39,195,858 |
|
Accumulated deficit |
| $ | (39,262,457 | ) |
| $ | (39,262,412 | ) |
Total stockholders’ equity |
| $ | 1,845 |
|
| $ | 1,890 |
|
Total liabilities and stockholders’ equity |
| $ | 1,845 |
|
| $ | 1,890 |
|
KENILWORTH SYSTEMS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||||||||||||||
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| For the Three Months Ended June 30, 2021 |
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| For the Three Months Ended June 30, 2020 |
|
| For the Six Months Ended June 30, 2021 |
|
| For the Six Months Ended June 30, 2020 |
| ||||
Revenue |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
Cost of revenue |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Gross Margin |
|
| 0 |
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| 0 |
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|
| 0 |
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| 0 |
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Bank Charges & Fee |
|
| 45 |
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|
| 60 |
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|
| 90 |
|
|
| 60 |
|
Legal & Professional Fee |
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|
| 19,455 |
|
|
|
|
|
|
| 19,455 |
|
Miscellaneous |
|
| 0 |
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|
| 2,093 |
|
|
| 0 |
|
|
| 2,093 |
|
Loss Before Tax |
|
| 45 |
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|
| 21,608 |
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|
| 90 |
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|
| 21,608 |
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Taxation |
|
| 0 |
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| 0 |
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|
| 0 |
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| 0 |
|
Loss from operation |
|
| (45 | ) |
|
| (21,608 | ) |
|
| (90 | ) |
|
| (21,608 | ) |
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Other Income / (Expense) |
|
| 0 |
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| 0 |
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| 0 |
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| 0 |
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Net Loss |
| $ | (45 | ) |
| $ | (21,608 | ) |
| $ | (90 | ) |
| $ | (21,608 | ) |
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Income per share |
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
Weighted average shares outstanding |
|
| 6,794,435 |
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|
| 6,794,435 |
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|
| 6,794,435 |
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|
| 6,794,435 |
|
*unaudited
The accompanying notes are an integral part of these consolidatedfinancial statements.
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSHAREHOLDERS’ DEFICIT
FOR THE THREE-MONTHS ENDED MARCHDecember 31, 2020, March 31, 2021, and June 30, 2021
(Unaudited)
|
| THREE MONTHS ENDED MARCH 31st |
|
| THREE MONTHS ENDED MARCH 31st, |
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Cash flows from operating activities: |
| 2021 |
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| 2020 |
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Net loss from continuing operations attributable to |
| $ | (45 | ) |
| $ | (10,110 | ) |
common stockholders |
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Adjustments to reconcile net loss to net |
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cash used in operating activities: |
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Preferred stock issued for services |
| $ | — |
|
| $ | — |
|
Changes in: |
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Receivables |
| $ |
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| $ | 11,100 |
| |
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Net cash used in operating activities |
| $ | (45 | ) |
| $` | 990 |
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Cash flows from investing activities |
| $ | — |
|
|
| — |
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Net cash used in investing activities |
| $ | — |
|
| $ | — |
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Cash flows from financing activities |
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Net cash provided by financing activities |
| $ | — |
|
| $ | — |
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Net increase in cash |
| $ | (45 | ) |
| $ | 990 |
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Cash, beginning of period |
| $ | 990 |
|
| $ | 0 |
|
Cash, end of period |
| $ | 945 |
|
| $ | 990 |
|
|
| Common Stock |
|
| Preferred Stock |
|
| Additional Paid in |
|
| Retained |
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| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Total |
| |||||||
Balance as, January 1, 2021 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
| $ | 26,000 |
|
| $ | 260 |
|
| $ | 39,195,858 |
|
| $ | (39,262,412 | ) |
| $ | 1,890 |
|
Net Loss for the period |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
|
|
|
|
| 0 |
|
|
| (45 | ) |
|
| (45 | ) |
|
|
|
|
|
|
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|
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|
|
|
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|
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Balance as, March 31, 2021 |
|
| 6,818,435 |
|
|
| 68,184 |
|
| $ | 26,000 |
|
|
| 260 |
|
|
| 39,195,858 |
|
|
| (39,262,457 | ) |
|
| 1,845 |
|
Net loss for the period |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (45 | ) |
|
| (45 | ) |
Balance as, June 30, 2021 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
| $ | 26,000 |
|
| $ | 260 |
|
| $ | 39,195,858 |
|
| $ | (39,262,502 | ) |
| $ | 1800 | |
Net loss for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (45 | ) |
|
| (45 | ) |
*unaudited
The accompanying notes are an integral part of these consolidatedfinancial statements.
Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit)
from December 31, 2018 to March 31, 2021 (unaudited)
|
| Common Stock |
|
| Series A |
|
| Series B |
|
| Series C |
|
| Additional |
|
| Accumulated |
|
| Total Shareholders |
| |||||||||||||||||||||||
|
| Shares |
|
| PAR Value |
|
| Shares |
|
| PAR Value |
|
| Shares |
|
| Amount |
|
| Shares |
|
| PAR Value |
|
| Capital |
|
| Loss |
|
| Equity |
| |||||||||||
Common stock issued for services |
|
| 9,500 |
|
| $ | 95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 32,086 |
|
|
| - |
|
| $ | 32,181 |
| ||||||
Common stock issued for bonuses |
|
| 5,000 |
|
| $ | 50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 24,450 |
|
|
| - |
|
| $ | 24,500 |
| ||||||
Common stock issued for directors |
|
| 3,000 |
|
| $ | 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 29,970 |
|
|
| - |
|
| $ | 30,000 |
| ||||||
Common stock issued for reverse stock split true-ups |
|
| 1,617 |
|
| $ | 16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (16 | ) |
|
| - |
|
| $ | - |
| ||||||
Common stock issued for loan extinguishment |
|
| 3,525,723 |
|
| $ | 35,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 121,905 |
|
|
| - |
|
| $ | 157,162 |
| ||||||
Stock issuances made in error |
|
| 4,390 |
|
| $ | 44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 29,916 |
|
|
| - |
|
| $ | 29,960 |
| ||||||
Stock issuances for ESOP |
|
| 1,000,000 |
|
| $ | 10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (10,000 | ) |
|
| - |
|
| $ | - |
| ||||||
Issuance of preferred stock |
|
| - |
|
| $ | - |
|
|
|
|
|
|
|
|
| (300,000 | ) |
| $ | (3,000 | ) |
|
| 1,000 |
|
| $ | 10 |
|
| $ | 9,990 |
|
|
| - |
|
| $ | 13,000 |
| ||
Conversion of preferred stock to common stock |
|
| 300,000 |
|
| $ | 3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | - |
|
|
| - |
|
| $ | - |
| ||
Subscription Receviable - common stock |
|
| 2,667 |
|
| $ | 27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (6,167 | ) |
|
| - |
|
| $ | (6,141 | ) | ||
Sale of common stock issued |
|
| 146,012 |
|
| $ | 1,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 509,241 |
|
|
| - |
|
| $ | 510,701 |
| ||
Net gain/(loss) |
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
| $ | - |
|
| $ | (953,216 | ) |
| $ | (953,216 | ) |
Balance December 31, 2018 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
|
| 25,000 |
|
| $ | 250 |
|
|
| 0 |
|
| $ | - |
|
|
| 1,000 |
|
| $ | 10 |
|
| $ | 39,195,859 |
|
| $ | (39,230,694 | ) |
| $ | 269,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for bonuses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for reverse stock split true-ups |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for loan extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances made in error |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances for ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Receviable - common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | - |
|
Net gain/(loss) |
|
|
|
|
|
|
|
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
|
|
|
| $ | (21,608 | ) |
|
|
|
|
Balance December 31, 2019 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
|
| 25,000 |
|
| $ | 250 |
|
|
| 0 |
|
| $ | - |
|
|
| 1,000 |
|
| $ | 10 |
|
| $ | 39,195,859 |
|
| $ | (39,252,302 | ) |
| $ | 269,264 |
|
| F-4 |
|
| Table of Contents |
|
| Common Stock |
|
| Series A |
|
| Series B |
|
| Series C |
|
| Additional |
|
| Accumulated |
|
| Total Shareholders |
| |||||||||||||||||||||||
|
| Shares |
|
| PAR Value |
|
| Shares |
|
| PAR Value |
|
| Shares |
|
| Amount |
|
| Shares |
|
| PAR Value |
|
| Capital |
|
| Loss |
|
| Equity |
| |||||||||||
Common stock issued for services |
|
| 9,500 |
|
| $ | 95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 32,086 |
|
|
| - |
|
| $ | 32,181 |
| ||||||
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
|
| 32,086 |
|
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for bonuses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for reverse stock split true-ups |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for loan extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances made in error |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances for ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Receivable - common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
Sale of common stock issued |
|
|
|
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | - |
|
Net gain/(loss) |
|
|
|
|
|
|
|
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
|
|
|
| $ | (10,110 | ) |
|
|
|
|
Balance Mar 31, 2020 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
|
| 25,000 |
|
| $ | 250 |
|
|
| 0 |
|
| $ | - |
|
|
| 1,000 |
|
| $ | 10 |
|
| $ | 39,195,959 |
|
| $ | (39,262,412 | ) |
| $ | 269,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Receivable - common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
Net gain/(loss) |
|
|
|
|
|
|
|
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
|
|
|
| $ | (0 | ) |
|
|
|
|
Balance December 31, 2020 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
|
| 25,000 |
|
| $ | 250 |
|
|
| 0 |
|
| $ | - |
|
|
| 1,000 |
|
| $ | 10 |
|
| $ | 39,195,959 |
|
| $ | (39,262,412 | ) |
| $ | 269,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for bonuses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for reverse stock split true-ups |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for loan extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances made in error |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuances for ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred stock to common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Receivable - common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 100 |
|
|
|
|
|
|
|
|
|
Sale of common stock issued |
|
|
|
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | - |
|
Net gain/(loss) |
|
|
|
|
|
|
|
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | - |
|
|
|
|
|
| $ | - |
|
|
|
|
|
Balance Mar 31, 2021 |
|
| 6,818,435 |
|
| $ | 68,184 |
|
|
| 25,000 |
|
| $ | 250 |
|
|
| 0 |
|
| $ | - |
|
|
| 1,000 |
|
| $ | 10 |
|
| $ | 39,196,059 |
|
| $ | (39,262,457 | ) |
| $ | 269,264 |
|
KENILWORTH SYSTEMS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | ||||||||
| ||||||||
|
| For the three Months Ended June 30, 2021 |
|
| For three Months End June 30, 2020 |
| ||
|
|
|
|
|
|
| ||
Cash Flows from Operating Activities: |
|
|
|
|
|
| ||
Net Loss |
| $ | (90 | ) |
| $ | (21,608 | ) |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in receivables |
|
| 0 |
|
|
| 0 |
|
Other payables and accrued liabilities |
|
|
|
|
|
| 0 |
|
Net cash provided by operations |
|
| (90 | ) |
|
| (21,608 | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
Net cash used in investing activities |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
| - |
|
|
| - |
|
Net cash provided by financing activities |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| (90 | ) |
|
|
|
|
Cash at Beginning of Year |
|
| 990 |
|
|
| 0 |
|
Cash at End of Year |
| $ | 900 |
|
| $ | 0 |
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Supplemental Disclosure of non-cash activity: |
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The accompanying notes are an integral part of these consolidatedfinancial statements.
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KENILWORTH SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2021
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
In the opinion of management, the accompanying audited condensed consolidated financial statements of Kenilworth Systems Corporation and subsidiaries (“Kenilworth”) beginning as of January 1, 2021 contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of March 31, 2021 and the related statements of operations and cash flows for the three (3) month periods ended March 31, 2021. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on FORM 10-K for the fiscal year ended December 31, 2020.
The results of operations for the three (3) month period ended March 31, 2021 are not necessarily indicative of the anticipated results for the entire year ending December 31, 2021.
NOTE 2 - THE COMPANY AND NATURE OF BUSINESS
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. 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. Kenilworth has since been presented as a Development Stage Company, a designation we still ardently object to.
GENERAL
Since early in the year 2019 we have been solely engaged in developing patents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that would allow Internet, television, satellite, cable subscribers.
Kenilworth Systems is a leader in developing state of the art software for corporate licensing relating to technological design fields. Kenilworth’sKenilworth's revenues will generate from its licenses and patents 49% interest in a joint-venture operation to develop on- line secure tools for its clients and vendors of clients.
EMPLOYEESNOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Kenilworth, at present, has no employeesBasis of presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
MARKETING STRATEGY/SALES PLANUse 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
AsConcentrations of December 31st, 2020, Kenilworth Systems CorporationCredit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the period ended June 30, 2021.
Net income (loss) per common share
Net income (loss) per common share is looking forwardcomputed pursuant to modifying its current structure intosection 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.
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Revenue recognition
Revenue is recognized when a Corporate Holding Company.customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The processamount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this continuation is currently under discussions and once completed,amount: (i) identification of the promised goods in the next couplecontract; (ii) determination of months, once initiated, will be available for usewhether the promised goods are performance obligations, including whether they are distinct in holding data assets, such as intellectual patentsthe context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and other proprietary property from around(v) recognition of revenue when (or as) the world.Company satisfies each performance obligation.
COMPETITIONComprehensive Income
ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.
Our businessTaxes
Potential benefits of income tax losses are not recognized in the accounts until realization is subject to significant competition. Competition exists from larger companies that possess substantially greater technical,more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial sales and marketing resources that Kenilworth presently possesses. Such competitionstatements because the Company cannot be assured it is expected to increase. Such increased competition may have a material adverse effect on Kenilworth’s ability to successfully market its products.more likely than not it will utilize the net operating losses carried forward in future year.
PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTYFair Value Measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities
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Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has adopted this accounting standard update.
On June 10, 2003,20, 2018, the U.S. PatentFinancial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the various aspects of wagering on live in-progress casino table games was granted bynew standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the U.S. Patent Office to Herbert Lindo,award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.
In November 2019, the InventorFASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and which Patent was assigned by Herbert Lindo toHedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company in August 2000. We filedis continuing to assess the Patent for approval in fifty-one (51) countries in the industrialized world including Russia and China. There can be no assurances that foreign patents will be issued, and the challenges willpotential impacts of ASU 2019-10, it does not be instituted against the validity or enforceability of our patent”.
GOVERNMENT REGULATIONS
Kenilworth has no licenses from any casino regulating authorities and may not require any casino licenses at the present time and may never become ableexpect ASU 2019-10 to obtain any licenses that may be required in the future. Each state hashave a material effect on its own regulations, and in states where Kenilworth does business, Kenilworth will have to comply with these regulations and there can be no assurances that it will be able to do so or obtain the necessary license in an applicable jurisdiction. This discussion is not necessarily complete or current, regarding laws and regulations that may be applicable to us. Any present laws are also subject to future change, amendment or cancellation and there is no assurance that Kenilworth will be able to meet those requirements.
NOTE 3 - PRINCIPLES OF CONSOLIDATIONfinancial statements.
The consolidatedCompany has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements includeunless otherwise disclosed, and the accountsCompany does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of Kenilworth Systems Corporation and its wholly owned subsidiaries: Kenilworth Systems Nevada Corporation, Kenilworth Satellite Broadcasting Corporation, KenSysCo Corporation, KenSysCo International and Convergent Networks. None of these subsidiaries has any assets or liabilities, except for KenSysCo Corporation.operations.
NOTE 4 -3 – GOING CONCERN UNCERTAINTY
For the years ended December 31, 2020, and December 31, 2019, the Company incurred net losses of approximately $10,110 and $21,608 respectively. For the three (3) months ending March 31, 2021June 30,2021 the company incurred losses of approximately $45.$90. Also, it has not yet received any revenues from its operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 54 – NON-CASH TRANSACTIONS
2021:
The Company issued 2,685,750 common shares to shareholders.
2020:
No new issuances
2011:
The Company issued 28,000,000 shares to directors, officers and employees as compensation for services rendered, valued at $44,000; 45,354,760 shares were issued for legal and consulting services valued at $257,376 and a vendor debt was settled for 1,875,000 shares, valued at $12,200.
2010:
The Company issued six million (6,000,000) shares to Directors and employees as compensation for services rendered in the twelve (12) months ended December 31, 2010.
2009:
The Company issued 23,179,000 shares as compensation for services rendered. The services were valued at $347,686.
2008:
The Company issued 20,675,000 shares as compensation for services rendered. The services were valued at $418,500.
PREPAID EXPENSES
Prepaid expenses consist of consulting retainers and the unamortized value of stock issued to directors for their services for the twelve (12) month period ending June 30, 2011. The balance will be amortized on a straight-line basis over the remaining term. The directors receive no other compensation.
NOTE 6 — 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 December 31st, 2020 Form 10-K.
NOTE 7 - SUBSEQUENT EVENTS
On March 3rd, 2021, Kenilworth Systems Corp has signed a Letter of Intent (LOI) to acquire ACL Group’s Arete Data as well as intellectual property and database asset. Management is performing an evaluation of Company activity through July 30,31, 2021
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This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements contained in this MD&A include statements about, among other things:
| · | specific and overall impacts of the COVID-19 pandemic on our financial condition and results of operations; |
| · | our beliefs regarding the market and demand for our products or the component products we resell; |
| · | our ability to develop and launch new products that are attractive to the market and stimulate customer demand for these products; |
| · | our plans relating to our intellectual property, including our goals of monetizing, licensing, expanding and defending our patent portfolio; |
| · | our expectations and strategies regarding outstanding legal proceedings and patent reexaminations relating to our intellectual property portfolio; |
| · | our expectations with respect to any strategic partnerships or other similar relationships we may pursue; |
| · | the competitive landscape of our industry; |
| · | general market, economic and political conditions; |
| · | our business strategies and objectives; |
| · | our expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to reduce expenses and the potential for future financings; |
| · | our ability to remediate any material weakness and maintain effective internal control over financial reporting; and |
| · | the impact of the above factors and other future events on the market price and t |
RESULTS OF OPERATIONS
Since we exited from bankruptcy proceedings on September 28, 1998, we have had no revenues from operations, and therefore sustained losses from operating expenses amounting to $21,608.26 in 2019 and $10,110.00 in 2020. Kenilworth has had no revenues from operations since exiting from Bankruptcy Proceedings in September 1998.
LIQUIDITY AND CAPITAL RESOURCES
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 six (6) years, have all necessary filings updated and/or restated as needed, reach agreements with all authorities and present audited financials. |
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| b.) | Protect the valuable intellectual properties assets (patents, etc.). |
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| c.) | Foster aggressive growth by acquisition and development of our core capabilities. |
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. A new wholly owned subsidiary, KenSysCo Corporation, holds and operates Kenilworth’s intellectual property assets such as the Company’s live-gaming patents and other patents pending. KenSysCo will conduct all operations related to use of the patents in licensed casinos outside of the USA. It is the intention to rapidly develop this subsidiary; then spin it out to existing Kenilworth shareholders as a publicly traded company.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and principal financial officer, who are the same person, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2019.
The ineffectiveness of our internal control over financial reporting was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may be considered to be material weaknesses.
The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal control over financial reporting; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the review of our financial statements as of March 31,June 30, 2018.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal control over financial reporting, which could result in a material misstatement in our financial statements in future periods.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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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.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
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.
ITEM 6. EXHIBITS. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
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ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
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101.INS * |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH * |
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101.CAL * |
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101.DEF * |
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101.LAB * |
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101.PRE * |
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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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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
| KENILWORTH SYSTEMS CORPORATION |
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| By: | /s/ Dan W. Snyder |
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| Chief Executive Officer, President and Director |
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September 15, 2021 | |||