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, 2023

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)

(312) 372-6900

(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. ☐

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 December 31, 2022 was $49,504,185. As of September 30, 2023, 52,004,185 Shares of the Registrant’s Common Stock, $0.01 par value, were outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Kenilworth Systems Corporation, a Wyoming corporation (the “Company”), contains “forward- looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

2

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2023

INDEX

Index		Page
Part I. Financial Information		4
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of September 30,2023, and December 31, 2022. (unaudited)	4
	Consolidated Statements of Operations for the Nine months ended September 30, 2023 and 2022 (unaudited)	5
	Consolidated Statements of Cash Flows for the Nine months ended September 30, 2023 and 2022 (unaudited)	6
	Consolidated Statements of Changes in Stockholders Equity (Deficit) for September 30, 2023 and 2022 (unaudited)	7
	Notes to the Consolidated Financial Statements. (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 4.	Controls and Procedures.	11
Part II. Other Information		12
Item 1.	Legal Proceedings.	12
Item 1A.	Risk Factors.	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Mine Safety Disclosures.	12
Item 5.	Other Information.	12
Item 6.	Exhibits.	13
Signatures		14

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
	As of Sept 30, 2023			As of Dec 31, 2022 (Audited)
ASSETS
Current Assets
Cash	$	14,628
Suntrust - Checking 1032	$	702		$	702
Due from Related Party	$	40,000		$	40,000
Subscription Receivable	$	5,000		$	5,000
Prepayment(Rent)	$	5,000
Prepaid Expenses	$	3,485		$	3,485
Notes Receivable (including accrued interest)
Notes Receivable from Officer (including accrued interest)
Total current assets	$	68,815		$	49,187
License agreements
Security deposits
Intellectual Property – Proprietary Databases and Technology	$	-		$	270,450,011
Trademarks and Tradenames	$	-		$	30,000,000
TOTAL ASSETS	$	68,815		$	300,499,198
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	4,000		$	4,000
Due to related parties	$	116,784			5,750.00
Loans payable to Officers	$	42,585		$	42,585
Note payables Dan-Sydner	$	7,500		$	7,500
Note Payable September 28, 2022	$	-		$	300,000,000
Note payables Steve	$	39,603
Notes Payables	$	58,300
Total current liabilities	$	268,772		$	300,059,835
Total other liabilities	$	-		$	-
TOTAL LIABILITIES	$	268,772		$	300,059,835
Stockholders' Equity
Series A convertible preferred stock, par value $0.01 - authorized 21,050,000 shares, 21,025,000 shares issued and outstanding	$	125		$	125
Series B convertible preferred stock, par value $0.01 - authorized 300,000 shares, -0- and 300,000 shares issued and outstanding, respectively	$	-		$	-
Series C convertible preferred stock, par value $0.01 - authorized 10,000 shares, 1,000 and -0- shares issued and outstanding, respectively	$	-		$	-
Common stock, par value $0.01 - authorized 1,000,000,000 shares, 52,004,185 shares issued and outstanding, respectively	$	520,042		$	500,042
Additional paid-in-capital	$	38,686,732		$	39,219,146
Accumulated deficit	$	(39,406,856	)	$	(39,279,950	)
Net Income
TOTAL STOCKHOLDERS' EQUITY	$	(199,957	)	$	439,363
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	68,815		$	300,499,198

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

4

KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS PERIOD ENDED
(Unaudited)
	Quarter ENDED SEPT 30, 2023 (Unaudited)			Quarter ENDED SEPT 30, 2022 (Unaudited)
Operating revenue:
Revenue	$	31,000.00		$	-
Total revenue	$	31,000.00		$	-
Operating expenses:
Medical Expenses	$	43,757
Bank Charges & Fees				$	81
Legal & Professional Services	$	28,416		$	4,313
Rent	$	1,500
Selling, general and administrative	$	57,073		$	5,625
Transport & Travels	$	5,916
Hotel & Accomodation	$	6,669
Research, development & associated expenses	$	14,575
Total operating expenses	$	157,906		$	10,019
Loss from operations	$	(126,906	)	$	(10,019	)
Other Income (expenses)
Interest Income
Gain/(Loss) from disposal of assets
Misc. receivables written off
Misc. payables written off
Gain/(Loss) from settlement/debt extinguishment
Total other income/(expense)	$	-		$	-
Net Income/ loss	$	(126,906	)	$	(10,019	)
Earnings per share
Basic	$	(0.0025	)	$	(0.0002	)
Diluted	$	(0.0025	)	$	(0.0002	)
Weighted average number of common shares - Basic	$	50,004,185		$	50,004,185

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

5

KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED SEPT 30, 2023
(Unaudited)
	Period Ended Sept 30, 2023			Period Ended Sept 30, 2022
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders		(126,906	)	$	(10,019	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Preferred stock issued for services		-		$	-
Changes in:
Prepaid expenses and receivables		(5,000	)	$	(3,750	)
Due to related party		111,034		$	4,313
Payroll tax liabilities		-		$	-
Net cash used in operating activities		(20,872	)	$	(9,456	)
Cash flows from investing activities
License agreements		-		$	-
Security deposits		-		$	-
Intellectual Property – Proprietary Databases and Technology		270,450,011
Trademarks and Tradenames		30,000,000		$	-
Net cash used in investing activities		300,450,011		$	-
Cash flows from financing activities
Common Stock		20,000		$	-
Additional Paid-In-Capital		(532,414	)
Note Payables		(299,902,097	)	$	9,375
Net cash provided by financing activities		(300,414,511	)	$	9,375
Net increase in cash		14,628		$	(81	)
Cash, beginning of period		702		$	608
Cash, end of period		15,330		$	527

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

6

KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2023
					Additional
					Paid-in			Accumulated
Description	Shares		Amount		Capital			Deficit			Total
			$		$			$			$
Balance – Balance Jan 1, 2022				495,167		39,009,001			(39,266,592	)
Common stock issued		500,000		5,000		-			-			5,000
Preferred Stock A		21,025,000		-		-			-			-
Preferred Stock B		-		-					-			-
Preferred Stock C		-		-					-			-
Additional paid in capital		-				210,145			-			210,145
Net (loss)		-		-		-			(13,358	)		(13,358	)
Balance – December 31, 2022		21,525,000		500,167		39,219,146			(39,279,950	)		439,363
Balance – Balance Jan 1, 2023		21,525,000		500,167		39,219,146			(39,279,950	)		439,363
Common stock issued		2,000,000		20,000					-			20,000
Additional paid in capital		-		-		(532,414	)		-			(532,414	)
Net (loss)		-		-		-			(126,906	)		(126,906	)
Balance – September 30, 2023		23,525,000		520,167		38,686,732			(39,406,856	)		(199,957	)

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

7

KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying audited Consolidated financial statements of Kenilworth Systems Corporation  (“Kenilworth”) beginning as of January 1, 2023 contain all adjustments (consisting of only normal accruals) necessary to present fairly the balance sheets as of September 30, 2023 and the related statements of operations and cash flows for the Nine (9) month periods ended September 30, 2023. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on FORM 10-K for the fiscal year ended December 31, 2022.

The results of operations for the Nine (9) month period ended September 30, 2023, are not necessarily indicative of the anticipated results for the entire year ending December 31, 2023.

NOTE 2 - 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, and reincorporated in the State of Wyoming in 2023, where it is currently domiciled. Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, presently on the OTC Pink Sheet Market since emerging from Bankruptcy Proceedings in September 1998.

GENERAL

On September 30, 2023, the Company completed a Share Exchange in which it acquired a 60% controlling equity interest in Regenecell, Inc., a Florida corporation which has been newly formed and is engaged in the business of medical travel consulting and referral services. The Founder and President of Regenecell, Steven Swank, exchanged 600,000 of his Shares of Common Stock of Regenecell, Inc. for 2,000,000 Shares of Common Stock of the Company in a tax-free exchange. As a result of this transaction, of the total 1,000,000 Shares of Common Stock of Regenecell, Inc. authorized, issued, and outstanding, the Company owns 600,000 Shares representing 60%, and Mr. Swank owns the remaining 400,000 Shares, representing a 40% minority interest.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2023, Steven Swank was appointed as a Director and Secretary of the Company following the acquisition by the Company of a 60% controlling interest in Regenecell, Inc., a Company of which Mr. Swank was the President and Founder.

Mr. Swank, age 83, has been involved with many companies throughout his career, with management roles in various companies in the real estate, technology, bioscience, and textile industries, and most recently founded Regenecell, Inc. in June, 2023. A graduate of St. Petersburg (FL) Junior College, Mr. Swank also served with the Indiana National Guard from 1963 to 1969.

EMPLOYEES

Kenilworth, at present, has no employees.

MARKETING STRATEGY/SALES PLAN

As of September 30, 2023, Kenilworth Systems Corporation is looking forward to modifying its current structure into a Corporate Holding Company. The process for this continuation is currently under discussions and once completed, in the next couple of months, once initiated, will be available for use in holding controlling equity interests in other emerging technology companies.

COMPETITION

The Company presently has no business operations. 

NOTE 3 - GOING CONCERN UNCERTAINTY

For the years ended December 31, 2022, and December 31, 2021, the Company incurred net losses of approximately $13,358 and $4,180 respectively. For the Nine (9) months ending September 30, 2023, the company incurred losses of approximately $126,906. Also, it has not yet received any revenue 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.

8

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 December 31st, 2021, Form 10-K.

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  financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up through the date the Company issued the audited  financial statements and determined that there are no events to disclose.

9

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:

· 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 $126,906 for the first Nine months of 2023 and $45  in 2022. 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 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.

10

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.

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, 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 September 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, 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.

11

PART II- OTHER INFORMATION

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.

None.

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 in September of 2024 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 several issues to be voted on at that time.

12

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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.

13

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
By:	/s/ Dan W. Snyder
	Chief Executive Officer, President and Director
	October 30, 2023

14