UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter) |
| ||
(State of incorporation) |
| (I.R.S. employer identification no.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(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.
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 ☐
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 | ☐ |
☐ | 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
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,
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 |
|
|
|
|
| |
| 4 |
| ||
|
|
|
| |
| 4 |
| ||
|
|
|
|
|
| Consolidated Balance Sheets as of September 30,2023, and December 31, 2022. (unaudited) |
| 4 |
|
|
|
|
|
|
|
| 5 |
| |
|
|
|
|
|
|
| 6 |
| |
|
|
|
|
|
|
| 7 |
| |
|
|
|
|
|
|
| 8 |
| |
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 10 |
| |
|
|
|
|
|
| 11 |
| ||
|
|
|
|
|
| 11 |
| ||
|
|
|
|
|
| 12 |
| ||
|
|
|
| |
| 12 |
| ||
|
|
|
|
|
| 12 |
| ||
|
|
|
|
|
Unregistered Sales of Equity Securities and Use of Proceeds. |
| 12 |
| |
|
|
|
|
|
| 12 |
| ||
|
|
|
|
|
| 12 |
| ||
|
|
|
|
|
| 12 |
| ||
|
|
|
|
|
| 13 |
| ||
|
|
|
|
|
| 14 |
|
3 |
Table of Contents |
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 |
| $ |
|
|
|
| ||
Suntrust - Checking 1032 |
| $ |
|
| $ |
| ||
Due from Related Party |
| $ | |
|
| $ | |
|
Subscription Receivable |
| $ |
|
| $ |
| ||
Prepayment(Rent) |
| $ |
|
|
|
|
| |
Prepaid Expenses |
| $ |
|
| $ |
| ||
Notes Receivable (including accrued interest) |
|
|
|
|
|
|
|
|
Notes Receivable from Officer (including accrued interest) |
|
|
|
|
|
|
|
|
Total current assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
License agreements |
|
|
|
|
|
|
|
|
Security deposits |
|
|
|
|
|
|
|
|
Intellectual Property – Proprietary Databases and Technology |
| $ |
|
| $ |
| ||
Trademarks and Tradenames |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ |
|
| $ |
| ||
Due to related parties |
| $ |
|
|
|
| ||
Loans payable to Officers |
| $ |
|
| $ |
| ||
Note payables Dan-Sydner |
| $ |
|
| $ |
| ||
Note Payable September 28, 2022 |
| $ |
|
| $ |
| ||
Note payables Steve |
| $ |
|
|
|
|
| |
Notes Payables |
| $ |
|
|
|
|
| |
Total current liabilities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Total other liabilities |
| $ |
|
| $ |
| ||
TOTAL LIABILITIES |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
Series A convertible preferred stock, par value $ |
| $ |
|
| $ |
| ||
Series B convertible preferred stock, par value $ |
| $ |
|
| $ |
| ||
Series C convertible preferred stock, par value $ |
| $ |
|
| $ |
| ||
Common stock, par value $ |
| $ |
|
| $ |
| ||
Additional paid-in-capital |
| $ |
|
| $ |
| ||
Accumulated deficit |
| $ | ( | ) |
| $ | ( | ) |
Net Income |
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY |
| $ | ( | ) |
| $ |
| |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
|
| $ |
|
The accompanying notes are an integral part of these financial statements.
4 |
Table of Contents |
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 |
| $ |
|
| $ |
| ||
Total revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Medical Expenses |
| $ |
|
|
|
|
| |
Bank Charges & Fees |
|
|
|
|
| $ |
| |
Legal & Professional Services |
| $ |
|
| $ |
| ||
Rent |
| $ |
|
|
|
|
| |
Selling, general and administrative |
| $ |
|
| $ |
| ||
Transport & Travels |
| $ |
|
|
|
|
| |
Hotel & Accomodation |
| $ |
|
|
|
|
| |
Research, development & associated expenses |
| $ |
|
|
|
|
| |
Total operating expenses |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Loss from operations |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
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 |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares - Basic |
| $ |
|
| $ |
|
The accompanying notes are an integral part of these financial statements.
5 |
Table of Contents |
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 |
|
| ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
|
cash used in operating activities: |
|
|
|
|
|
|
|
|
Preferred stock issued for services |
|
|
|
| $ |
| ||
Changes in: |
|
|
|
|
|
|
|
|
Prepaid expenses and receivables |
|
| ( | ) |
| $ | ( | ) |
Due to related party |
|
|
|
| $ |
| ||
Payroll tax liabilities |
|
|
|
| $ |
| ||
Net cash used in operating activities |
|
| ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
License agreements |
|
|
|
| $ |
| ||
Security deposits |
|
|
|
| $ |
| ||
Intellectual Property – Proprietary Databases and Technology |
|
|
|
|
|
|
| |
Trademarks and Tradenames |
|
|
|
| $ |
| ||
Net cash used in investing activities |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
| $ |
| ||
Additional Paid-In-Capital |
|
| ( | ) |
|
|
|
|
Note Payables |
|
| ( | ) |
| $ |
| |
Net cash provided by financing activities |
|
| ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
|
| $ |
| ||
Cash, end of period |
|
|
|
| $ |
|
The accompanying notes are an integral part of these financial statements.
6 |
Table of Contents |
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 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Preferred Stock A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Preferred Stock B |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Preferred Stock C |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Additional paid in capital |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net (loss) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – Balance Jan 1, 2023 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additional paid in capital |
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Net (loss) |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
The accompanying notes are an integral part of these financial statements.
7 |
Table of Contents |
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
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 $
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 |
Table of Contents |
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 |
Table of Contents |
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 |
Table of Contents |
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 |
Table of Contents |
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 |
Table of Contents |
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
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 |
Table of Contents |
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 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF KENILWORTH SYSTEMS CORPORATION
I, Dan W. Snyder, 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, in light of 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. |
Dated: October 30, 2023 | KENILWORTH SYSTEMS CORPORATION |
| |
|
|
|
|
| By: | /s/ Dan W. Snyder |
|
|
| Name: DAN W. SNYDER |
|
|
| (Principal Executive Officer and |
|
|
| Principal Financial/Accounting Officer) |
|
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER OF KENILWORTH SYSTEMS CORPORATION
I, Dan W. Snyder, 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, in light of 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. |
Dated: October 30, 2023 | KENILWORTH SYSTEMS CORPORATION |
| |
|
|
|
|
| By: | /s/ Dan W. Snyder |
|
|
| Name: DAN W. SNYDER |
|
|
| (Principal Executive Officer and |
|
|
| Principal Financial/Accounting Officer) |
|
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 September 30, 2023, the undersigned, Dan W. Snyder, 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 September 30, 2023 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 September 30, 2023 fairly presents, in all material respects, the financial condition and results of operations of Kenilworth Systems Corporation. |
Dated: October 30, 2023 | KENILWORTH SYSTEMS CORPORATION |
| |
|
|
|
|
| By: | /s/ Dan W. Snyder |
|
|
| Name: DAN W. SNYDER |
|
|
| (Principal Executive Officer and |
|
|
| Principal Financial/Accounting Officer) |
|
Cover |
9 Months Ended |
---|---|
Sep. 30, 2023
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 | true |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Document Period End Date | Sep. 30, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2023 |
Entity Common Stock Shares Outstanding | 52,004,185 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 0-08962 |
Entity Incorporation State Country Code | WY |
Entity Tax Identification Number | 84-1641415 |
Entity Address Address Line 1 | 721 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 |
Entity Interactive Data Current | No |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 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 | 52,004,185 | 52,004,185 |
Common Stock, Shares Outstanding | 52,004,185 | 52,004,185 |
Series A Preferred Stock [Member] | ||
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 [Member] | ||
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 300,000 | 300,000 |
Preferred Stock, Shares Issued | 0 | 300,000 |
Preferred Stock, Shares Outstanding | 0 | 300,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 1,000 | 0 |
Preferred Stock, Shares Outstanding | 1,000 | 0 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
|
Operating revenue: | ||
Revenue | $ 31,000 | $ 0 |
Total revenue | 31,000 | 0 |
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) | ||
Total other income/(expense) | 0 | 0 |
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 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($) |
Total |
Common Stock |
Additional Paid-In Capital |
Retained Earnings (Accumulated Deficit) |
---|---|---|---|---|
Balance, shares at Dec. 31, 2021 | 0 | |||
Balance, amount at Dec. 31, 2021 | $ 495,167 | $ 39,009,001 | $ (39,266,592) | |
Common stock issued, shares | 500,000 | |||
Common stock issued, amount | $ 5,000 | $ 5,000 | 0 | 0 |
Preferred Stock A, shares | 21,025,000 | |||
Preferred Stock A, amount | 0 | $ 0 | 0 | 0 |
Preferred Stock B | 0 | 0 | 0 | |
Preferred Stock C | 0 | 0 | 0 | |
Additional paid in capital | 210,145 | 210,145 | 0 | |
Net (loss) | (13,358) | $ 0 | 0 | (13,358) |
Balance, shares at Dec. 31, 2022 | 21,525,000 | |||
Balance, amount at Dec. 31, 2022 | 439,363 | $ 500,167 | 39,219,146 | (39,279,950) |
Common stock issued, shares | 2,000,000 | |||
Common stock issued, amount | 20,000 | $ 20,000 | 0 | |
Additional paid in capital | (532,414) | 0 | (532,414) | 0 |
Net (loss) | (126,906) | $ 0 | 0 | (126,906) |
Balance, shares at Sep. 30, 2023 | 23,525,000 | |||
Balance, amount at Sep. 30, 2023 | $ (199,957) | $ 520,167 | $ 38,686,732 | $ (39,406,856) |
BASIS OF PRESENTATION |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 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. |
COMPANY AND NATURE OF BUSINESS |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
COMPANY AND NATURE OF BUSINESS | |
THE COMPANY AND NATURE OF BUSINESS THE COMPANY | 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. 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. |
GOING CONCERN UNCERTAINTY |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
GOING CONCERN UNCERTAINTY | |
GOING CONCERN UNCERTAINTY | 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. 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 |
9 Months Ended |
---|---|
Sep. 30, 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, 2021, Form 10-K. |
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 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. |
COMPANY AND NATURE OF BUSINESS (Details Narrative) - Steven Swank [Member] |
9 Months Ended |
---|---|
Sep. 30, 2023 | |
Equity interest | 60.00% |
Description of shares exchange | 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 |
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) |
9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
GOING CONCERN UNCERTAINTY | ||||
Net income loss | $ (126,906) | $ (10,019) | $ (13,358) | $ (4,180) |
*87
M'=L[9]$ Y2F*Y_+Y; [)TB)>#\K9"_7'F_E&U[59^N>Q\Y'*
M>53RZ")&GM1? 3$12STC,Y3/8^$ +N6K/X*O2 Y;2_BL&M.Q+D7Q/)8YP3-'
M?P ;RVU"K0V;W#M0N$Y=Y? "@"]L/6P2*&O"1D [(").$R M"
MG(VM"[M=BQ;/+)NU%I7L?AO C=-?!BB:MNL[;-;ZP]LR+"Q3 $89_O'75>?Z
M\IK*N3+E1BM3J?[X5*Q])\5:F=2*K6^-"BY3=]^:U5JEV3PT!IN_C!"45D!S
MU,R!#SK,<8 A0'R!Q)ZUM(B%+;A;$JM;<(L !P4W7ECT^ M\#,1AT"I\']HM
M#H Q2:Z0(MGKBZL4X?3B'S;IBQMR:1,E+/Y1@^%_MYT?*2YIL?'(Z/=MQ"K0[ZR%=
M$:-O#XU^['=ZCRIL6O:P!Y[4R\CJ]$;?"K0W[;%=.UL;]4-;!]:W8;_;!2/K
MJ^VH=U:S:Q=H9^)SO")&-@Z-=)Z:CNQ=,ER!_47U/2,!F_C@JXCIU_D"&+Q;
M-PJVK18Y:.1]HE<$V(UVD"=C6L\&ZH_:@_OC?U!+ P04 " ':5Y7E$GIC !3*%\<:!W:3''1'VN0052OX4]6V[MK+$&[)1_Q>
M7"%,ZN19;:X4.B:=@!K@ZYY!B0*S 6=]-X;)#E#;LS"F^A[X.\V">C#+$B^D
MA\C5R>Y-^NRT?'7L%>M-^\B46U?IS5=@%*0X:[GI;'OI1-VAJJU5/Z\^9_HN
M; -(H+4V!':.W%+8SFG?+8Y=P@%IJ^_$BIL3SM8C4WXP_7=5A+*=RS_+ &F0
M\HU-8F?>U':'J&MKY6W=CSE.7/LF!2=Y9YDX^(8H?'O\BZWI5@![IF+?3E?)
M;-B,&GXS
KD 6X(8*#4G."UR4I+RIC%=!8J/]B08"#$/
O?"
,K]*YOYYQ2X\O.9N/;Y_TNGR[8&"+ \
M4G(8]9A.VD."HN*1NAYSTNG;SWWF48)MI=D_OO'\ZTG)MCQX(]V"09\03?SU
MZXG'7KTSP?-GMY_/1.-M6Q\2UQN:3#R0IJ;1M6[^]EW/Z P_=>#EFVQFX!'/
MZ#.76.R%.':?6M![W7@.WOQ%-]R!28>(:O9IF<]\ZE.G:UAIDW6\F\N?PS\=
MH]OC?_]"#/W77W"\Y>I_?KG];+S>8+^9(WXU=)U9_%=HN28XA5BT#X,!#KVI
M6#"/PQ*,WJ%FU=+9ZV]L&,S(J]= 5KJ';B!%$!>9K&>+WZ_32)\,_BL4]-^43)W3=KNQ5YPAY*\JC4E>3XP^,WI\_6W!GA%=(VAK0RT_CY&[L%6FZ7
M[7\HSI:K6P??@M;1&Y;T2IV)SU@,)LUFI=4DBYV3N74.[70$AR;X81*/%5V_
M3-K^T-6D;WOHTC%EB1]8[Y&BZS)T)BC>E&3H:M+EX2W2JWZ
M\$>]T?I*FM^;K
K?WHV298E9(EA^T>XBMO^<_>ZC]?
M3PX8OE:*R%R/J%Q\IH:)%&[9)4Y?[K0,R+NJXW/1[+$U1 )\E $[^G_^@]?
MGP.E]:1P[1)*LY*_UH