Kenilworth Systems (KENS) S-1/A 13 Aug 24 IPO registration (amended) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Entity Registrant Name	KENILWORTH SYSTEMS CORPORATION
Entity Central Index Key	0000055234
Document Type	S-1/A
Amendment Flag	true
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Amendment Description	This Registration Statement on Form S-1 (Amendment No. 1) (Registration No. 333-274863) (the “Registration Statement”) is being filed to, among other things, include our financial statements and certain other information contained in our amended Annual Report on Form 10-K/A for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2024.
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	84-1641415
Entity Address Address Line 1	71 Beach Street
Entity Address City Or Town	Daytona Beach
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32114
City Area Code	312
Local Phone Number	372-6900

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 19,699	$ 702
Due from Related Party	40,000	40,000
Subscription Receivables	5,000	5,000
Prepaid expense	3,485	3,485
Total current assets	68,184	49,187
Security deposits
Intellectual Property - Proprietary Databases and Technology	0	270,450,011
Trademarks and Tradenames	0	30,000,000
TOTAL ASSETS	68,184	300,499,198
Current Liabilities
Accounts payable and accrued expenses	4,000	4,000
Due to related parties	60,314	48,335
Note Payable	10,600	300,007,500
Total current liabilities	79,914	300,059,835
Total other liabilities	0	0
TOTAL LIABILITIES	177,068	300,059,835
Stockholders' Equity
Common stock, par value $.01 - authorized 1,000,000,000 shares, 63,749,525 and 50,004,185 shares issued and outstanding, respectively as of December 31, 2023, and 2022 respectively	637,495	500,042
Additional paid-in-capital	38,795,899	39,219,146
Accumulated deficit	(39,446,101)	(39,279,950)
Non Controlling Interest	5,851
TOTAL STOCKHOLDERS' EQUITY	(6,731)	439,363
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	68,184	300,499,198
Series A Convertible Preferred Stock [Member]
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 50,000 shares, 12,500 shares, issued and outstanding	125	125
Series B Convertible Preferred Stock [Member]
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 50,000 shares, 12,500 shares, issued and outstanding	0	0
Series C Convertible Preferred Stock [Member]
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 50,000 shares, 12,500 shares, issued and outstanding	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares Issued	63,749,525	50,004,185
Common Stock, Shares Outstanding	63,749,525	50,004,185
Series A Convertible Preferred Stock [Member]
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 Convertible 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 Convertible 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

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating revenue:
Revenue	$ 12,000	$ 0
Cost of sales	0	0
Gross Profit	12,000	0
Operating expenses:
Bank Charges & Fees	797	180
Legal & Professional Services	29,817	5,750
General and Administrative Expense	147,537	7,500
Total operating expenses	178,151	(13,358)
Loss from operations	(166,151)	(13,358)
Other Income (expenses)
Total other income/(expense)	0	0
Net Income/ loss	$ (166,151)	$ (13,358)
Earnings per share
Basic	$ (0.002)	$ (0.0003)

CONSOLIDATED CHANGES IN STOCKHO

CONSOLIDATED CHANGES IN STOCKHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Series A Preferred Stock [Member]	Noncontrolling Interest [Member]
Balance, shares at Dec. 31, 2021		49,504,185			12,500
Balance, amount at Dec. 31, 2021	$ 447,721	$ 495,042	$ 39,219,146	$ (39,266,592)	$ 125	$ 0
Common Stock issued during the year, shares		500,000
Common Stock issued during the year, amount	5,000	$ 5,000	0	0	$ 0	0
Net Loss for the year	(13,358)			(13,358)		0
Balance, shares at Dec. 31, 2022		50,004,185			12,500
Balance, amount at Dec. 31, 2022	439,363	$ 500,042	39,219,146	(39,279,950)	$ 125	0
Common Stock issued during the year, shares		11,745,340
Common Stock issued during the year, amount	(305,794)	$ 117,453	(423,247)	0	0
Net Loss for the year	(166,151)	0	0	(166,151)	0	0
Common stock issued for acquisition, amount	20,000	$ 20,000	0	0	0	0
Common stock issued for acquisition, shares		2,000,000
NCI	5,851	$ 0	0	0	$ 0	5,851
Balance, shares at Dec. 31, 2023		63,749,525			12,500
Balance, amount at Dec. 31, 2023	$ (6,731)	$ 637,495	$ 38,795,899	$ (39,446,101)	$ 125	$ 5,851

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss from operations	$ (166,151)	$ (13,358)
cash used in operating activities:
Paid in capital	10,000	0
Common stock issued for services	0	0
Changes in:
Receivables & Due from related party	38,399	(5,000)
Accruals & Due to related party		5,750
Net cash used in operating activities	(104,307)	(12,608)
Cash flows from investing activities
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceed from common stock	117,453	0
NCI	5,851
Net cash provided by financing activities	123,304	12,500
Net decrease in cash	18,997	(108)
Cash, beginning of period	702	810
Cash, end of period	$ 19,699	$ 702

THE COMPANY AND NATURE OF BUSIN

THE COMPANY AND NATURE OF BUSINESS	12 Months Ended
	Dec. 31, 2023
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. Kenilworth has since been presented as a Development Stage Company, a designation we still ardently object to.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
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. The Company’s year-end is December 31. 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 $19,699 and $702 cash as of December 31, 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 shareholder 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 a 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 December 31, 2023, the Company has generated revenue of $12,000. 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 dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2023, 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.

GOING CONCERN UNCERTAINTY

GOING CONCERN UNCERTAINTY	12 Months Ended
	Dec. 31, 2023
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY	Note 3 – GOING CONCERN UNCERTAINTY For the year ended December 31, 2023, the Company incurred net losses of approximately $166,151. 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.

PAYROLL TAXES PAYABLE

PAYROLL TAXES PAYABLE	12 Months Ended
	Dec. 31, 2023
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 December 31st, 2023, Form 10-K.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	Note 5 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
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. The Company’s year-end is December 31. 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 $19,699 and $702 cash as of December 31, 2023.
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 $19,699 and $702 cash as of December 31, 2023.
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 $19,699 and $702 cash as of December 31, 2023.
Cash and Cash Equivalents	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 $19,699 and $702 cash as of December 31, 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 shareholder 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 a 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 December 31, 2023, the Company has generated revenue of $12,000. 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 dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
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 a 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 December 31, 2023, the Company has generated revenue of $12,000. 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 dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
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 dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2023, 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.
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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 12,000	$ 0
Cash	$ 19,699	$ 702

GOING CONCERN UNCERTAINTY (Deta

GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
GOING CONCERN UNCERTAINTY
Net Income Loss	$ (166,151)	$ (13,358)