10-Q

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 March 31st, 2022

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)

New York	84-1641415
(State of incorporation)	(I.R.S. employer identification no.)
185 Willis Avenue, Mineola, New York	11501
(Address of principal executive offices)	(Zip Code)

(516) 741-1352

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐     No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 December 31 is $49,504,185. As of March 31, 2022, $ 49,516,685 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, 2021, 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.

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.

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QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2022

INDEX

Index		Page
Part I. Financial Information		4
Item 1.	Consolidated Financial Statements	4
	Condensed Consolidated Statements of Operations for the Three months ended March 31, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2022 and Three months ended March 31, 2021 (unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) from December 31, 2018 to March 31, 2021 (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements. (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14
Part II. Other Information		15
Item 1.	Legal Proceedings.	15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15
Item 3.	Defaults Upon Senior Securities.	15
Item 4.	Mine Safety Disclosures.	15
Item 5.	Other Information.	15
Item 6.	Exhibits.	16
Signatures		17

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KENILWORTH SYSTEMS CORPORATION

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

AND DEFICIT

AS OF MARCH 31, 2022

	PERIOD ENDING			PERIOD ENDING
	MARCH 31ST, 2022*			MARCH 31, 2021
Operating revenue:
Revenue	$	—		$	—
Total revenue	$	—		$	—
Operating expenses:
Bank Charges & Fees	$	45		$	45
Legal & Professional Services	$
Miscellaneous
Total operating expenses	$	45		$	45
Loss from operations	$	(45	)	$	(45	)
Other Income (expenses)
Total other income/(expense)	$			$
Net Income/ loss	$	(45	)	$	(45	)
Earnings per share
Basic	$	(0.0000	)	$	(0.0000	)
*unaudited

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

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CONDENSED CONSOLIDATED BALANCE SHEETS

 AS OF December 31, 2021, AND March 31, 2022

ASSETS Current Assets	As of March 31, 2022*		As of December 31, 2021
*unaudited
ASSETS
Current Assets
Cash
SunTrust - Checking 1032	$	765	$	810
Due from Related Party *	$	40,000	$	40,000
Subscription Receivable
Due from Officer
Prepaid Expenses	$	3,485	$	3,485
Due from other
Notes Receivable (including accrued interest)
Notes Receivable from Officer (including accrued interest)
Total current assets	$	44,250	$	44,295
License agreements
Security deposits
Intellectual Property – Proprietary Databases and Technology	$	270,450,011	$	270,450,011
Trademarks and Tradenames	$	30,000,000	$	30,000,000
TOTAL ASSETS	$	300,494,261	$	300,494,306
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses		4,000		4,000
Due to related parties	$	42,585	$	42,585
Due to others
Due to employees
Loans payable to Officers
Payroll tax liabilities	$	-	$
Note Payable September 28, 2022	$	300,000,000	$	300,000,000
Total current liabilities	$	300,046,585	$	300,046,585
Total other liabilities	$	-	$	-
TOTAL LIABILITIES	$	300,046,585	$	300,046,585
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 21,050,000 shares, 21,025,000 shares issued and outstanding	$	210,250	$	210,250
Series B convertible preferred stock, par value $.01 - authorized 300,000 shares,  and 300,000 shares issued and outstanding, respectively	$	10	$	10
Series C convertible preferred stock, par value $.01 - authorized 10,000 shares, 1,000 and 1,000 shares issued and outstanding, respectively	$	10	$	10
Common stock, par value $.01 - authorized 1,000,000,000 shares, 49,504,185 shares issued and outstanding, respectively	$	495,042	$	495,042
Additional paid-in-capital	$	39,009,001	$	39,009,001
Accumulated deficit	$	(39,266,637)	$	(39,266,592)
	$		$
TOTAL STOCKHOLDERS' EQUITY	$	447,676	$	447,721
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	300,494,261	$	300,494,306

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

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KENILWORTH SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Cash flows from operating activities:	THREE MONTHS ENDED MARCH 31st 2022			THREE MONTHS ENDED MARCH 31st, 2021
Net loss from continuing operations attributable to	$	(45	)	$	(45	)
common stockholders
Adjustments to reconcile net loss to net
cash used in operating activities:
Preferred stock issued for services	$	—		$	—
Changes in:
Receivables	$			$	(900	)
Net cash used in operating activities	$	(45	)		(945	)
Cash flows from investing activities	$	—			—
Net cash used in investing activities	$	—		$	—
Cash flows from financing activities
Net cash provided by financing activities	$	—		$	—
Net increase in cash	$	(45	)		(945	)
Cash, beginning of period	$	810			990
Cash, end of period	$	765			45
*unaudited

The accompanying notes are an integral part of these financial statements

6

 Condensed Consolidated Statements of Changes in Stockholders Equity

March 31, 2021, to March 31, 2022 (unaudited)

	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Additional Paid				Total
	No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		in Capital		Accumulated Deficit		shareholders’ equity
Balance as of December 31, 2020,		6,818,435	$	68,184		25,000	$	250		-	$	-	$	1,000	$	10	$	39,195,859	$	(39,262,412)	$	1,890
Subscription Receivables																		100				100
Net Loss for the period		-		-		-		-		-		-		-		-		-		(45)		(45)
Balance as of March 31, 2021		6,818,435	$	68,184		25,000	$	250		-	$	-	$	1,000	$	10	$	39,195,959	$	(39,262,457)	$	1,946
Balance as of December 31, 2021		49,504,185	$	495,042		21,025,000	$	210,250		1,000	$	10	$	1,000		10	$	39,009,001	$	(39,266,592)	$	447,721
Net loss for the period		-		-		-		-		-		-		-		-		-		(45)		(45)
Balance as of March 31, 2022		49,504,185	$	495,042		21,025,000	$	210,250		1,000	$	10	$	1,000	$	10	$	39,009,001	$	(39,266,637)	$	447,676

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

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NOTE 1 - 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, 2022 contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of March 31, 2022 and the related statements of operations and cash flows for the three (3) month periods ended March 31, 2022. 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, 2021.

The results of operations for the three (3) month period ended March 31, 2022 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’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.

EMPLOYEES

Kenilworth, at present, has no employees

MARKETING STRATEGY/SALES PLAN

As of December 31^st, 2021, 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 data assets, such as intellectual patents and other proprietary property from around the world.

COMPETITION

Our business is subject to significant competition. Competition exists from larger companies that possess substantially greater technical, financial, sales and marketing resources that Kenilworth presently possesses. Such competition is expected to increase. Such increased competition may have a material adverse effect on Kenilworth’s ability to successfully market its products.

PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY

On June 10, 2003, the U.S. Patent for the various aspects of wagering on live in-progress casino table games was granted by the U.S. Patent Office to Herbert Lindo, the Inventor and which Patent was assigned by Herbert Lindo to the Company in August 2000. We filed 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 will not be instituted against the validity or enforceability of our patent”.

10

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 able to obtain any licenses that may be required in the future. Each state has 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 CONSOLIDATION

The consolidated financial statements include the accounts 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.

NOTE 4 - GOING CONCERN UNCERTAINTY

For the years ended December 31, 2020, and December 31, 2021, the Company incurred net losses of approximately $10,110 and $21,608 respectively. For the three (3) months ending March 31, 2022 the company incurred losses of approximately $45. 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 5 – NON-CASH TRANSACTIONS

2021:

The Company issued 21,025,000 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.

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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, 2021 Form 10-K.

NOTE 7 - SUBSEQUENT EVENTS

On March 3rd, 2022, 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 June 30th, 2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements contained in this MD&A include statements about, among other things:

· 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 $10,110.00  in 2020 and $45  in 2021. 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.
b.)	Protect the valuable intellectual properties assets (patents, etc.).
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, 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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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 June of 2022  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.

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ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	XBRL Instance Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

______________  

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

	KENILWORTH SYSTEMS CORPORATION
July 26, 2022	By:	/s/ Neil Kleinman
		Chief Executive Officer, President and Director

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER OF KENILWORTH SYSTEMS CORPORATION

I, Neil Kleinman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kenilworth Systems Corporation.
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	KENILWORTH SYSTEMS CORPORATION
Dated: July 26, 2022	By:	/s/ Neil Kleinman
	Name:	Neil Kleinman
		(Principal Executive Officer and Principal Financial/Accounting Officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER OF KENILWORTH SYSTEMS CORPORATION

I, Neil Kleinman certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Kenilworth Systems Corporation.
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	KENILWORTH SYSTEMS CORPORATION
Dated: July 26, 2022	By:	/s/ Neil Kleinman
	Name:	Neil Kleinman
		(Principal Executive Officer and Principal Financial/Accounting Officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER OF KENILWORTH SYSTEMS CORPORATION

In connection with the accompanying Quarterly Report on Form 10-Q of Kenilworth Systems Corporation for the quarter ended March 31, 2021, the undersigned, ,Neil Klienman President of Kenilworth Systems Corporation, does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 fairly presents, in all material respects, the financial condition and results of operations of Kenilworth Systems Corporation.

	KENILWORTH SYSTEMS CORPORATION
Dated: July 26, 2022	By:	/s/ Neil Kleinman
	Name:	Neil Kleinman
		(Principal Executive Officer and Principal Financial/Accounting Officer)

XML

Cover	3 Months Ended
	Mar. 31, 2022 shares
Cover [Abstract]
Entity Registrant Name	KENILWORTH SYSTEMS CORPORATION
Entity Central Index Key	0000055234
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding	49,516,685
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-08962
Entity Incorporation State Country Code	NY
Entity Tax Identification Number	84-1641415
Entity Interactive Data Current	No
Entity Address Address Line 1	185 Willis Avenue
Entity Address State Or Province	NY
Entity Address City Or Town	Mineola
Entity Address Postal Zip Code	11501
City Area Code	516
Local Phone Number	741-1352

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
Revenue	$ 0	$ 0
Total revenue	0	0
Bank Charges & Fees	45	45
Legal & Professional Services	$ 0	$ 0
Miscellaneous	0	0
Total operating expenses	$ 45	$ 45
Loss from operations	(45)	(45)
Total other income/(expense)	0	0
Net Income/ loss	$ (45)	$ (45)
Basic	$ (0.0000)	$ (0.0000)

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
SunTrust - Checking 1032	$ 765	$ 810
Due from Related Party *	40,000	40,000
Subscription Receivable	0	0
Due from Officer	0	0
Prepaid Expenses	3,485	3,485
Due from other	0	0
Notes Receivable (including accrued interest)	0	0
Notes Receivable from Officer (including accrued interest)	0	0
Total current assets	44,250	44,295
License agreements	0	0
Security deposits	0	0
Intellectual Property - Proprietary Databases and Technology	270,450,011	270,450,011
Trademarks and Tradenames	30,000,000	30,000,000
TOTAL ASSETS	300,494,261	300,494,306
Current Liabilities
Accounts payable and accrued expenses	4,000	4,000
Due to related parties	42,585	42,585
Due to others	0	0
Due to employees	0	0
Loans payable to Officers	0	0
Payroll tax liabilities	0	0
Note Payable September 28, 2022	300,000,000	300,000,000
Total current liabilities	300,046,585	300,046,585
Total other liabilities		0
TOTAL LIABILITIES	300,046,585	300,046,585
Stockholders' Equity
Common stock, par value $.01 - authorized 1,000,000,000 shares, 49,504,185 shares issued and outstanding, respectively	495,042	495,042
Additional paid-in-capital	39,009,001	39,009,001
Accumulated deficit	(39,266,637)	(39,266,592)
TOTAL STOCKHOLDERS' EQUITY	447,676	447,721
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	300,494,261	300,494,306
Series A Preferred Stocks
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 21,050,000 shares, 21,025,000 shares issued and outstanding	210,250	210,250
Series B Preferred Stocks
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 21,050,000 shares, 21,025,000 shares issued and outstanding	10	10
Series C Preferred Stocks
Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 21,050,000 shares, 21,025,000 shares issued and outstanding	$ 10	$ 10

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares Issued	49,504,185	49,504,185
Common Stock, Shares Outstanding	49,504,185	49,504,185
Series A Preferred Stock
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	21,050,000	21,050,000
Preferred Stock, Shares Issued	21,025,000	21,025,000
Preferred Stock, Shares Outstanding	21,025,000	21,025,000
Series B Preferred Stock
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	300,000	300,000
Preferred Stock, Shares Issued	300,000	300,000
Preferred Stock, Shares Outstanding	300,000	300,000
Series C Preferred Stock
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	10,000	10,000
Preferred Stock, Shares Issued	1,000	1,000
Preferred Stock, Shares Outstanding	1,000	1,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders	$ (45)	$ (45)
Adjustments to reconcile net loss to net cash used in operating activities:
Preferred stock issued for services	0	0
Changes in:
Receivables		(900)
Net cash used in operating activities	(45)	(945)
Cash flows from investing activities
Net cash used in investing activities	0	0
Cash flows from financing activities
Net cash provided by financing activities	0	0
Net increase in cash	(45)	(945)
Cash, beginning of period	810	990
Cash, end of period	$ 765	$ 45

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Series A, Preferred Stock	Series B, Preferred Stock	Series C, Preferred Stock	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2020		6,818,435		25,000		1,000
Balance, amount at Dec. 31, 2020	$ 1,890	$ 68,184	$ 39,195,859	$ 250	$ 0	$ 10	$ (39,262,412)
Subscription Receivables	100		100
Net Loss for the period	(45)	$ 0	0	$ 0	0	$ 0	(45)
Balance, shares at Mar. 31, 2021		6,818,435		25,000		1,000
Balance, amount at Mar. 31, 2021	1,946	$ 68,184	39,195,959	$ 250	$ 0	$ 10	(39,262,457)
Balance, shares at Dec. 31, 2021		49,504,185		21,025,000	1,000	1,000
Balance, amount at Dec. 31, 2021	447,721	$ 495,042	39,009,001	$ 210,250	$ 10	$ 10	(39,266,592)
Net Loss for the period	(45)	$ 0	0	$ 0	$ 0	$ 0	(45)
Balance, shares at Mar. 31, 2022		49,504,185		21,025,000	1,000	1,000
Balance, amount at Mar. 31, 2022	$ 447,676	$ 495,042	$ 39,009,001	$ 210,250	$ 10	$ 10	$ (39,266,637)

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2022

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

NOTE 1 - 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, 2022 contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of March 31, 2022 and the related statements of operations and cash flows for the three (3) month periods ended March 31, 2022. 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, 2021.

The results of operations for the three (3) month period ended March 31, 2022 are not necessarily indicative of the anticipated results for the entire year ending December 31, 2021.

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THE COMPANY AND NATURE OF BUSINESS THE COMPANY

3 Months Ended

Mar. 31, 2022

THE COMPANY AND NATURE OF BUSINESS THE COMPANY

NOTE 2 - THE COMPANY AND NATURE OF BUSINESS THE COMPANY

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’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.

EMPLOYEES

Kenilworth, at present, has no employees

MARKETING STRATEGY/SALES PLAN

As of December 31^st, 2021, 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 data assets, such as intellectual patents and other proprietary property from around the world.

COMPETITION

Our business is subject to significant competition. Competition exists from larger companies that possess substantially greater technical, financial, sales and marketing resources that Kenilworth presently possesses. Such competition is expected to increase. Such increased competition may have a material adverse effect on Kenilworth’s ability to successfully market its products.

PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY

On June 10, 2003, the U.S. Patent for the various aspects of wagering on live in-progress casino table games was granted by the U.S. Patent Office to Herbert Lindo, the Inventor and which Patent was assigned by Herbert Lindo to the Company in August 2000. We filed 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 will 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 able to obtain any licenses that may be required in the future. Each state has 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.

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PRINCIPLES OF CONSOLIDATION

3 Months Ended

Mar. 31, 2022

PRINCIPLES OF CONSOLIDATION

NOTE 3 - PRINCIPLES OF CONSOLIDATION

NOTE 3 - PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts 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.

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GOING CONCERN UNCERTAINTY

3 Months Ended

Mar. 31, 2022

GOING CONCERN UNCERTAINTY

NOTE 4 - GOING CONCERN UNCERTAINTY

NOTE 4 - GOING CONCERN UNCERTAINTY

For the years ended December 31, 2020, and December 31, 2021, the Company incurred net losses of approximately $10,110 and $21,608 respectively. For the three (3) months ending March 31, 2022 the company incurred losses of approximately $45. 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.

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NON-CASH TRANSACTIONS

3 Months Ended

Mar. 31, 2022

NON-CASH TRANSACTIONS

NOTE 5 - NON-CASH TRANSACTIONS

NOTE 5 – NON-CASH TRANSACTIONS

2021:

The Company issued 21,025,000 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.

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PAYROLL TAXES PAYABLE

3 Months Ended

Mar. 31, 2022

PAYROLL TAXES PAYABLE

NOTE 6 - PAYROLL TAXES PAYABLE

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, 2021 Form 10-K.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2022

SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

On March 3rd, 2022, 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 June 30th, 2022.

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THE COMPANY AND NATURE OF BUSINESS THE COMPANY (Details Narrative)	3 Months Ended
	Mar. 31, 2022
THE COMPANY AND NATURE OF BUSINESS THE COMPANY
Licenses and patents interest rate percentage in joint-venture operation	49.00%

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GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
GOING CONCERN UNCERTAINTY
Net income loss	$ (45)	$ (21,608)	$ (10,110)

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NON-CASH TRANSACTIONS (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008
Common stock issued	21,025,000
Vendor debt [Member]
Common stock issued		1,875,000
Common stock issued, value		$ 12,200
Legal and consulting services [Member]
Common stock issued		45,354,760
Common stock issued, value		$ 257,376
Director, officers and employees [Member]
Common stock issued		28,000,000	6,000,000	23,179,000	20,675,000
Common stock issued, value		$ 44,000		$ 347,686	$ 418,500