UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from _________ to__________.
Commission file number
(Exact name of registrant as specified in its charter) |
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(State of incorporation) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
(TITLE OF CLASS)
Common Stock,
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 ☐
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 a shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 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 | ||
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| Emerging growth company | |
(Do not check if a smaller reporting company) |
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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 April 29, 2022 is $
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements and Risk Factors. We expressly disclaim any obligations on undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based in whole or in part.
Readers should amongst the other statements contained herein and future filings with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed, carefully review in Item 7 the following: “Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 and Risk Factors”. All the Risk Factors contained therein should be carefully read.
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ITEM 1— DESCRIPTION OF BUSINESS
PART I
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 is not a Development Stage Company.
GENERAL
The Company objective is to identify firms seeking data that employ omni-channel marketing that can utilize our data to drive product offerings. This target market includes advertising technology companies, enterprise solution platforms, or brands seeking to market goods and services to consumers using cutting-edge technology, multi-channel micro advertising. The data allows proprietary platforms programmatic and end-to-end omni-channel marketing capabilities using the consumer data sets.
Prior to this we had been 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 was a leader in developing state of the art software for corporate licensing relating to technological design fields. Kenilworth’s revenues were to be generated from licenses and patents an interest in a joint-venture operation to develop on- line secure tools for its clients and vendors of clients.
On September 28, 2021, the Company completed the acquisition of certain intellectual property and database assets of ACL Group, Inc.. The compensation paid by the Registrant for these assets is as follows:
| (a) | A Secured Convertible Promissory Note in the principal amount of $300,000,000, bearing an interest rate of 5% per annum, and convertible into Shares of Common Stock of the Registrant in accordance with the terms of the Note, a copy of which is annexed hereto as an Exhibit; |
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| (b) | 40,000,000 shares of the Registrant’s authorized but unissued $0.001 par value common stock; |
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| (c) | 1,000,000 shares of the Registrant’s authorized but unissued Series “A” Preferred Stock, and 1,000 shares of the Registrants’ authorized but unissued Series “B” Preferred Stock, which shall bear the rights, privileges and preferences as set forth in the Certificate of Designation annexed hereto as an Exhibit; |
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| (d) | 20,000,000 Class “A” Common Stock Purchase Warrants, exercisable at $.02 per Share and expiring 10 years from the date of issuance. |
SUBSEQUENT EVENTS
On March 17, 2022, pursuant to an Agreement for Purchase and Sale of Assets, the Registrant completed the sale of its principal assets to ACL Group, Inc. These assets had originally been acquired from ACL Group, Inc. on September 23, 2021 in exchange for the issuance by the Registrant of a Secured Promissory Note in the amount of $300,000,000 to ACL Group, Inc. During the six-month period agreed upon by the Parties, the management of the Registrant determined that the cash-flow which would be obtained from the commercialization of these assets would be insufficient to meet the debt service obligations. Accordingly, the Parties agreed to the re-acquisition of the assets by ACL Group, Inc., and the Secured Promissory Note issued by the Registrant, dated September 23, 2021, in the principal amount of $300,000,000 plus accrued and unpaid interest was satisfied and extinguished.
On March 28, 2022, the Registrant entered into a License Agreement with ACL Group, Inc. (“ACL”) which granted to the Registrant a limited, nonexclusive, nontransferable right to use certain Service and Documentation Assets of ACL, which Intellectual Property is more particularly described in the License Agreement which is attached as an Exhibit hereto. The License includes up to an estimated 240,000,000 data records, up to 300 data field points, consisting of an estimated 700,000,000 categorized records.
The Annual Charge for the License is computed for access to all of the categorized records automatically recurring as a perpetual license fee of $500,000.00 paid per terms of invoice as well as 5,000,000 shares of Common Stock of the Registrant which are non-dilutive nonrefundable common shares. Additional fees due to ACL for implementation of the License and Information Services provided by ACL’s support team amount to $137,250.
EMPLOYEES
Kenilworth, at present, has no employees
BACKLOG
We do not have any backlog.
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ITEM 2 — PROPERTIES
Since the last filing Kenilworth has relocated the corporate offices to New York, NY. We maintain our offices in space provided by our President at no cost.
ITEM 3 — LEGAL PROCEEDINGS
None.
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions held by each of Kenilworth’s directors and executive officers are as follows:
NAME |
| AGE |
| OFFICES AND POSITIONS HELD |
| FIRST ELECTED OFFICER OF KENILWORTH |
NEIL KLEINMAN |
| 53 |
| CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER |
| 2022 |
All of the above Executive Officers and Directors have been elected to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board presently anticipates that the next Shareholders Meeting will be held during the 2nd quarter period of 2022.
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PART II
ITEM 5 — MARKET PRICES OF THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) Kenilworth exited from Bankruptcy Proceedings in September of 1998, its Common Stock which had been trading on the NASDAQ National Market, is now trading on the OTC Pink Sheets under the old trading symbol KENS”. The following table sets forth high and low closing sales prices for our Common Stock, as reported on the OTC Pink Sheets.
2019 |
| LOW |
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| HIGH |
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January 1, 2019 Through March 30, 2019 |
| $ | 0.015 |
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| $ | 0.0161 |
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April 1, 2019 Through June 30, 2019 |
| $ | 0.0161 |
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| $ | 0.035 |
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July 1, 2019 Through September 30, 2019 |
| $ | 0.0131 |
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| $ | 0.03 |
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October 1, 2019 Through December 31, 2019 |
| $ | 0.0071 |
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| $ | 0.001 |
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2020 |
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January 1, 2020 Through March 31, 2020 |
| $ | 0.0211 |
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| $ | 0.065 |
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April 1, 2020 Through June 30, 2020 |
| $ | 0.0211 |
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| $ | 0.349 |
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July 1, 2020 Through September 30, 2020 |
| $ | 0.04 |
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| $ | 0.08 |
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October 1, 2020 Through December 31, 2020 |
| $ | 0.012 |
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| $ | 0.05 |
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2021 | ||||||||
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January 1, 2021 Through March 31, 2021 |
| $ | 0.016 |
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| $ | 0.05 |
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April 1, 2020 Through June 30, 2021 |
| $ | 0.02 |
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| $ | 0.10 |
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July 1, 2020 Through September 30, 2021 |
| $ | 0.02 |
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| $ | 0.19 |
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October 1, 2020 Through December 31, 2021 |
| $ | 0.10 |
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| $ | 0.65 |
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(b) Holders. There were approximately 2,592 registered holders of record of Common Stock plus an undetermined number of beneficial holders (in banks and brokerages) of Kenilworth as of December 31st, 2021.
(c) Dividends. Kenilworth has not paid any dividends on its Common Stock. We plan to apply any earnings it achieves to expansion of the business and do not expect to pay any dividends in the foreseeable future.
(d) The Company has outstanding 49,504,185 Common Shares as of December 31, 2021. In the future, all of the restricted shares may have the restriction lifted pursuant to SEC Rule 144 in the event that the Company is eligible for Rule 144.
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ITEM 6 — SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data and is qualified by reference to, and should be read in conjunction with, the Financial Statements and related Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.
Selected Financial Data for the three (3) years ended December 31, 2021, are as follows:
SUMMARY OF OPERATIONS
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Net income/ (loss) from operations |
| $ | (5,635 | ) |
| $ | (10,110 | ) |
| $ | (21,608 | ) |
Other income / (loss) |
| $ | --- |
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| $ | — |
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| $ | ---- |
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Net loss accumulated |
| $ | (15,745 | ) |
| $ | (10,110 | ) |
| $ | (21,608 | ) |
Loss per common share |
| $ | (0.000 | ) |
| $ | (0.0015 | ) |
| $ | (0.0032 | ) |
Loss per common share — diluted |
| $ | (0.000 | ) |
| $ | (0.0015 | ) |
| $ | (0.0032 | ) |
Consolidated balance sheet data: |
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Total current liabilities |
| $ | 300,030,000 |
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| $ | — |
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| $ | — |
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Stockholders’ Equity (deficit) |
| $ | 14,296 |
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| $ | 1,990 |
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| $ | 12,000 |
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ITEM 7 — MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion following should be read in conjunction with, and is qualified in its entirety by, the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.
(A) RESULTS OF OPERATIONS
Since we exited from bankruptcy proceedings on September 28, 1998, we have had no revenues from operations, and therefore sustained losses from operating expenses amounting to $21,608.26 in 2019, $10,110.00 in 2020, and $ 45 in 2021. Kenilworth has had no revenues from operations since exiting from Bankruptcy Proceedings in September 1998.
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(B) LIQUIDITY AND CAPITAL RESOURCES
Presently Kenilworth Systems Corporation has an objective to identify firms seeking data to drive their omni -channel marketing programs. Whether advertising technology companies, enterprise solution platforms, or brands seeking to market goods and services to consumers using cutting-edge technology, multi-channel micro advertising. The data allows proprietary platforms programmatic, or end-to-end omni-channel marketing capabilities using the consumer data sets.
Kenilworth Systems Corporation was formerly a leader in developing state of the art software for corporate licensing relating to technological design fields.
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND RISK FACTORS
The information contained in this Form 10-K and Kenilworth’s other filings with the Securities Exchange Commission contain “forward-looking” statements within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created thereby. Such information involves important risks and uncertainties.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report on this Form 10-K contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward- looking statements. Without limiting the generality of the foregoing, in some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to, our lack of recent operating history, existing management, general domestic or international economic conditions, pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this 10-K report for the year ended December 31, 2021, and subsequent events reported in this FORM 10-K.
Risk Uncertainties
Due to the global pandemic of COVID-19, Kenilworth Systems Corporation, in the midst of reorganizing, was stymied in its redevelopment and continuation. Many agencies were closed and not available for assistance during this unprecedented period. These agencies were paramount in the development, continuity, and chronological growth of the corporation. Risk and uncertainties certainly derive from the above statement however, Kenilworth Systems Corporation is determined and will strive and continue to make every effort to move forward in its reorganization and development.
Going Concern
In an effort to have Kenilworth Systems Corporation reorganize and restructure its business model the company has begun looking into ways to monetize their proprietary data access, to seek accretive business combinations, and to identify Nasdaq-qualified merger candidates that are privately held seeking a public listing of their shares. We have no way to predict the future of this company; however, currently the corporation shows indications of growth moving into 2022.
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RISK FACTORS
NO OPERATING HISTORY
We have had no new revenues from operations since 1991. We exited from bankruptcy proceedings in 1998 without assets and liabilities. We have had no revenues from operations since then and we may never have any revenues from operations in the future, which may result in the termination of our business.
WE HAVE NO WORKING CAPITAL
As of December 31, 2021, the working capital of Kenilworth was negative current liability of $300,000,000 represented by the Promissory Note incurred in the intellectual property acquisition. We have also been able to obtain working capital from investors that purchase Convertible Promissory Notes, Stock Purchase and Options Agreements and by issuing restricted Common Shares for services rendered.
OUR BUSINESS IS ONLY IN THE PLANNING STAGE
As of December 31t, 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.
RAPID CHANGES IN TECHNOLOGY
Technology in general is subject to rapid change. Kenilworth will need to maintain an ongoing research and development effort of which there can be no assurances of success or availability of funds.
WE ARE ENGAGED IN A HIGHLY COMPETITIVE INDUSTRY
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.
OUR OFFICERS AND DIRECTORS WILL HAVE SIGNIFICANT CONTROL OVER US AND MAY APPROVE OR REJECT MATTERS CONTRARY TO A VOTE OF OUR SHAREHOLDERS
Our executive officers and directors together with their affiliates beneficially own a significant percentage of our outstanding common stock. These stockholders, if acting together, will be able to significantly influence all matters requiring approval by our stockholders including the election of directors and the approval of mergers or similar transactions even if the stockholders disagree.
SHARES ELIGIBLE FOR FUTURE SALE COULD CAUSE OUR STOCK PRICE TO FALL
If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock would most likely fall.
WE DO NOT INTEND TO PAY DIVIDENDS
We are not able to pay any dividends because we have no funds available to do so. Even if we had funds available, we do not intend or declare to pay any dividends on our common stock in the near future.
ITEM 8 — FINANCIAL STATEMENTS
The financial statements, the accompanying notes are filed as part of this Report annexed at the end of this report. See ITEM 15.
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ITEM 9 — CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company hired an independent Auditor in 2021. The Company has no disagreements with its accountant or Auditor.
ITEM 9A — CONTROLS AND PROCEDURES
a.) Disclosure Controls and Procedures
The Company has evaluated, under the supervision and with the participation of the Company’s management including the Company’s Chairman, Chief Executive Officer who is also its Financial Officer. The effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15 (e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Report. Because of the inherent limitations in all control systems, evaluation of controls can provide only reasonable assurance that all control issues and instances of fraud, if any, within the Company have been detected. However, based on that evaluation, the Company’s Chairman and Chief Executive Officer who is also the Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Report at a reasonable assurance level.
b.) Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the annual period ending December 31, 2021, that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.
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PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name |
| Age |
| Position |
Neil Kleinman |
| 53 |
| Director, Chairman of the Board, President and Chief Executive Officer |
Neil Kleinman is currently the sole Director and serves as President/CEO and Principal Accounting Officer of the Company. Mr. Kleinman is an experienced public company officer with demonstrated leadership abilities directing efforts in sales and operations, corporate development, corporate governance, and overseeing financial activities. His extensive experience conducting analytical process for merger or acquisition candidates, capital formation and financings of all types will support the Company’s continuing business operations.
Mr. Kleinman is expected to leverage his experience in accounting, finance, the capital markets, data management and enterprise IT solutions as the Company expands its operations.
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CRIMINAL/BANKRUPTCY/SEC VIOLATIONS WITHIN THE LAST FIVE (5) YEARS
NONE
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Kenilworth’s Executive Officers and Directors, and persons who beneficially own more than ten percent (10%) of our Common Stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive Officers, Directors and greater than ten percent (10%) beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Through December 31, 2018 no one owned more than ten percent (10%) of our Common Stock. As of December 31, 2020, and through this filing date, no one owns more than ten percent (10%) of the common stock.
AUDIT COMMITTEE AND CHARTER
The following Charter has been adopted with respect to an Audit Committee:
The Audit Committee of the Board of Directors (the “Audit Committee”) shall have the responsibility to assist the Board of Directors in fulfilling its fiduciary and other obligations with respect to accounting and financial matters. Specifically, and without limiting the generality of the foregoing, the Audit Committee shall:
The Audit Committee will be composed of at least three (3) Independent Directors.
1.) | Review the adequacy and effectiveness of the Company’s system of internal financial controls and accounting practices to achieve reliability and integrity in the Company’s financial statements and initiate such examinations of such controls and practices as the Audit Committee deems advisable. |
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2.) | Review the qualification, performance and independence of the Company’s independent auditors and recommend independent auditors for appointment annually by the Board of Directors. |
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3.) | Prior to the commencement of the Company’s annual external audit, review with the Company’s independent auditors the scope of their audit function and estimated audit fees. |
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4.) | Subsequent to completion of the Company’s annual external audit, review the report and recommendations of the independent auditors with the independent auditors and the Company’s management. |
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5.) | Review the annual and quarterly financial statements of the company and other financial disclosures of the Company and the accounting principles being applied in such statements and disclosures. |
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6.) | Review the authority and duties of the Company’s chief financial officer and chief accounting officer and the performance by each of them of their respective duties. |
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7.) | Review the insurance programs for the Company including professional malpractice, general liability, director and officer liability and property insurance, and the insurers carrying the Company’s insurance |
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8.) | Oversee the establishment and thereafter periodically review a corporate code of conduct and the Company’s policies on ethical business practices. |
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9.) | Prior to public release, review with management and the Independent Accountants, the financial results for the prior year including the Company’s annual report on Form 10-K/A. |
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10.) | Review the committee’s charter annually and revise as appropriate. |
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11.) | Meet with the Chief Financial Officer and the Independent Accountants, in separate executive sessions, to discuss any matters that the committee or these groups believe should be considered privately. |
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12.) | Take such other actions concerning the Company’s accounting and financial functions as the Committee deems appropriate with respect to the matters described above. |
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Code of Ethics
The Registrant has not yet adopted a written formal Code of Ethics. However, the Registrant’s Officers intend to comply with all honest and ethical requirements including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that the Registrant files with or submits to the Securities and Exchange Commission and in other public communications made by the Registrant; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of any violations of the foregoing to an appropriate person and accountability for adherence of the foregoing. A formal Code of Ethics is expected to be adopted shortly and will be filed with the Securities and Exchange Commission.
ITEM 11 — EXECUTIVE COMPENSATION
a.) | There was no exercise of options and SARs during the fiscal year ended December 31, 2021. |
Aggregated Option/SAR Exercises in Last Fiscal Year
And FY-End Option/SAR Values
NONE
b.) | The Registrant has no employment agreements with any of its Executive Officers or Directors. |
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c.) | The Registrant has no compensation committee at this time. |
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d.) | Stock Performance Graph is not applicable. |
TOTAL RETURN TO SHAREHOLDERS
(DIVIDENDS REINVESTED MONTHLY)
Kenilworth has not declared a dividend since its inception in 1968.
e.) | The following table sets forth the total compensation of the President and each Executive Officer of Kenilworth whose total salary and bonus exceeds $100,000. |
No Executive Officer received any compensation more than $100,000 during the past three (3) fiscal years.
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ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of December 31, 2021 the ownership with respect to each Executive Officer and Director and each person known to beneficially own more than five percent (5%) of the Company’s Common Stock.
The information provided in the table is based on Kenilworth’s records, information filed with the Securities and Exchange Commission and information provided to Kenilworth, except where otherwise noted.
The number of shares beneficially owned by each person, Director or Executive Officer is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his spouse) with respect to the shares set forth in the following table:
BENEFICIAL OWNERSHIP TABLE
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL OWNER |
| TITLE OF CLASS OWNERSHIP |
| AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP |
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| PERCENT OF CLASS |
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Daniel W Snyder |
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721 S Beach St #202 Dayton Beach, FL 32114 |
| Common Stock $ 0.01 par value |
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| 2,020,500 |
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| 4.1 | % |
ACL Group, Inc. 17 Pioneer Ave, Suite 1748 Cheyenne, WY 82001 |
| Common Stock $0.01 par value |
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| 40,000,000 |
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| 80.8 | % |
The total number of shares beneficially owned by all Directors and Executive |
| Common Stock |
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Officers |
| $ 0.01 par value |
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| 2,020,500 |
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| 4.1 | % |
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| 2,020,500 |
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| 4.1 | % |
The percentage of class has been determined with 49,504,185 shares issued and outstanding on December 31, 2021.
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE
ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES
During the years ended December 31, 2021 and 2020, the Company incurred auditing expenses of approximately $5,635, and $10,000, respectively. There were no other audit related services or tax fees incurred.
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ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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INDEX TO AUDITED FINANCIAL STATEMENTS
KENILWORTH SYSTEMS CORPORATION
TABLE OF CONTENTS
| F-1 |
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Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Kenilworth Systems Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kenilworth Systems Corporation (the “Company”) as of December 31, 2021, and the related statements of operations, changes in shareholders’ equity and cash flows, for the year ended December 31, 2021, and the related notes collectively referred to as the “financial statements. The financial statement of Kenilworth Systems Corporation. As of December 31, 2020, were audited by other auditors whose report dated July 30, 2021, expressed an unqualify opinion on those statement.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has continuously incurred a net loss of $(5,635) for the year ended December 31, 2021, and an accumulated deficit of $(39,268,047) at December 31, 2021. The continuation of the Company as a going concern through December 31, 2021, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. These factors raise substantial doubt about the company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion
We have served as the Company’s auditor since September 2021.
April 29th, 2022.
|
| F-2 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
Assets |
| December 31, 2021 |
|
| December 31, 2020 |
| ||
Bank |
| $ |
|
| $ |
| ||
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Due from Related Party |
| $ |
|
| $ |
| ||
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|
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Prepaid Expense |
| $ |
|
| $ |
| ||
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Total current assets |
| $ |
|
| $ |
| ||
|
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Trademarks and Tradenames |
| $ |
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| ||
Intellectual Property – Proprietary Databases and Technology |
| $ |
|
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| ||
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TOTAL ASSETS |
| $ |
|
| $ |
| ||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY |
|
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Accruals |
| $ |
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| ||
Due to Related Party |
| $ |
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|
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| ||
Note Payable September 28, 2021 |
| $ |
|
|
|
| ||
Total current liabilities |
| $ |
|
| $ |
| ||
Total other liabilities |
| $ |
|
| $ |
| ||
TOTAL LIABILITIES |
| $ |
|
| $ |
| ||
|
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Stockholders’ Equity |
|
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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 |
| $ | ( | ) |
| $ | ( | ) |
Total stockholders’ equity |
| $ |
|
| $ |
| ||
|
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Total stockholders’ equity Liabilities |
|
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| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| DECEMBER 31, |
|
| DECEMBER 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
Operating revenue: |
|
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| ||
Revenue |
| $ |
|
| $ |
| ||
Total revenue |
| $ |
|
| $ |
| ||
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Operating expenses: |
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|
Bank Charges Fees |
| $ |
|
| $ |
| ||
Legal Professional Services |
| $ |
|
| $ |
| ||
Miscellaneous |
|
|
|
| $ |
| ||
Total operating expenses |
| $ |
|
| $ |
| ||
|
|
|
|
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|
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|
|
Loss from operations |
| $ | ( | ) |
| $ | ( | ) |
|
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|
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|
|
Other Income (expenses) |
|
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Total other income/(expense) |
| $ |
|
| $ |
| ||
|
|
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Net Income/ loss |
| $ | ( | ) |
| $ | ( | ) |
|
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Earnings per share |
|
|
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|
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Basic |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| DECEMBER 31, 2021 |
|
| DECEMBER 31, 2020 |
| ||
Cash flows from operating activities: |
|
|
|
|
| - |
| |
Net loss from operations |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
|
cash used in operating activities: |
|
|
|
|
|
|
|
|
Paid in capital |
| $ |
|
| $ |
| ||
Common stock issued for services |
| $ |
|
| $ |
| ||
Changes in: |
|
|
|
|
|
|
|
|
Receivables Due from related party |
| $ | ( | ) |
| $ |
| |
Accruals Due to related party |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
| $ |
|
| $ |
| ||
|
|
|
|
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Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Net decrease in cash |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
| $ |
|
| $ |
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION AND
CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY
|
| Common Stock |
|
| Series A Preferred Stock |
|
| Series B Preferred Stock |
|
|
| Series C Preferred Stock |
|
|
| Additional |
|
|
|
| Total |
| ||||||||||||||||||||||||||||||
|
| No. of shares |
|
| Amount |
|
| No. of shares |
|
| Amount |
|
| No. of shares |
|
|
| Amount |
|
|
| No. of shares |
|
|
| Amount |
|
|
| Paid in Capital |
|
| Accumulated Deficit |
|
| shareholders’ equity |
| |||||||||||||||
|
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|
|
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|
|
|
| |||||||||||
Balance as of January 1, 2020, |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||||||
|
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|
|
|
|
Net Loss for the year |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance as of December 31, 2020 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||||||
|
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|
|
|
|
|
|
|
|
|
Balance as of January 1, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
|
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||||||
Stock issued in acquisition of subsidiary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
| ||||||||||
Shares issued for service |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss for the year |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Additional paid in capital |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||
Balance as of December 31, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
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.
On September 28, 2021, the Company completed the acquisition of certain intellectual property and database assets of ACL Group, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There is $810 cash equivalents for the year ended December 31, 2021.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock.
Revenue recognition
Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
| F-7 |
| Table of Contents |
Comprehensive Income
ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.
Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future year.
Fair Value Measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritize the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs, other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
The Company’s cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The carrying amounts of accounts payable, advances payable and short-term loans approximate their fair value due to short term maturities
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has adopted this accounting standard update.
On June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.
| F-8 |
| Table of Contents |
In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
For the year ended December 31, 2021 the company incurred losses of approximately ($
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 - ACQUISITION OF ACL GROUP, INC. ASSETS
On March 3rd, 2021, Kenilworth Systems Corp has signed a Letter of Intent (LOI) to acquire ACL Group’s Arete Data Tradename and trademark, as well as certain intellectual property and database assets of ACL Group, Inc.
On September 28, 2021, the Company completed the acquisition of certain intellectual property and database assets of ACL Group, Inc. The compensation paid by the Registrant for these assets is as follows:
| (a) | A Secured Convertible Promissory Note in the principal amount of $ |
|
|
|
| (b) | |
|
|
|
| (c) | |
|
|
|
| (d) |
| F-9 |
| Table of Contents |
NOTE 5 - ISSUANCE OF SECURITIES
Pursuant to the terms of the Asset Purchase and Sale Agreement, the Registrant on September 28, 2021 issued the following equity securities:
| (1) | |
|
|
|
| (2) | |
|
|
|
| (3) |
The foregoing securities are considered to be “restricted securities”, and were issued by the Registrant pursuant to an exemption from Registration afforded by Section 4(a)(1) of the Securities Act of 1933, as amended.
NOTE 6 – DUE FROM RELATED PARTY
This represent the balance due from related parties on the
NOTE 7 – SUBSEQUENT EVENT
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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2021, up through the date the Company issued the audited consolidated financial statements.
| F-10 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KENILWORTH SYSTEMS CORPORATION
By: | /s/ Neil Kleinman |
|
| NEIL KLEINMAN |
|
| CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NAME |
| TITLE |
| DATE |
|
|
|
|
|
/s/ Neil Kleinman |
| Director |
| April 29, 2022 |
NEIL KLEINMAN |
|
|
|
|
17 |