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 | |
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For the quarterly period ended
OR
Transition report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 | |
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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)
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 Company’s management has always objected to the SEC designation as a Development Stage Company. The Company made a one hundred percent (100%) cash distribution to all approved creditors and paid in full all administrative fees and expenses when we exited from Bankruptcy Proceedings.
The Development Stage Company designation ONLY applies to Bankrupt Companies that exit from Bankruptcy Proceedings that do not pay all approved creditors in full. The Company does not believe that it is a “Development Stage Company”
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the Registrant based on the closing price as reported on the Pink Sheet Market as of December 31 is $49,504,185. As of March 31, 2022, $
Disclaimer:
As stated in Kenilworth’s 10-K for the period ended December 31, 2021, the Company’s management team has changed. Management is dependent on the probability that financial information contained in the Company’s previous 10-Qs and 10-Ks is correct.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Kenilworth Systems Corporation and subsidiaries, a New York corporation (the “Company”), contains “forward- looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
| 2 |
| Table of Contents |
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2022
INDEX
| 3 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND DEFICIT
AS OF MARCH 31, 2022
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| PERIOD ENDING |
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| PERIOD ENDING |
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| MARCH 31ST, 2022* |
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| MARCH 31, 2021 |
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Operating revenue: |
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Revenue |
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Total revenue |
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Operating expenses: |
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Bank Charges Fees |
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Legal Professional Services |
| $ |
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Miscellaneous |
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Total operating expenses |
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Loss from operations |
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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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Basic |
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*unaudited |
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The accompanying notes are an integral part of these financial statements.
| 4 |
| Table of Contents |
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF December 31, 2021, AND March 31, 2022
ASSETS Current Assets |
| As of March 31, 2022* |
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| As of December 31, 2021 |
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*unaudited |
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ASSETS |
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Current Assets |
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Cash |
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SunTrust - Checking 1032 |
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Due from Related Party * |
| $ |
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Subscription Receivable |
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Due from Officer |
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Prepaid Expenses |
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Due from other |
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Notes Receivable (including accrued interest) |
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Notes Receivable from Officer (including accrued interest) |
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Total current assets |
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License agreements |
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Security deposits |
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Intellectual Property – Proprietary Databases and Technology |
| $ |
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| $ |
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Trademarks and Tradenames |
| $ |
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| $ |
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TOTAL ASSETS |
| $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Due to related parties |
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Due to others |
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Due to employees |
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Loans payable to Officers |
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Payroll tax liabilities |
| $ |
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| $ |
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Note Payable September 28, 2022 |
| $ |
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| $ |
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Total current liabilities |
| $ |
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| $ |
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Total other liabilities |
| $ |
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| $ | - |
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TOTAL LIABILITIES |
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Stockholders' Equity |
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Series A convertible preferred stock, par value $.01 - authorized |
| $ |
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| $ |
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Series B convertible preferred stock, par value $.01 - authorized |
| $ |
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| $ |
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Series C convertible preferred stock, par value $.01 - authorized |
| $ |
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| $ |
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Common stock, par value $.01 - authorized |
| $ |
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Additional paid-in-capital |
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Accumulated deficit |
| $ | ( |
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| $ |
| $ |
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TOTAL STOCKHOLDERS' EQUITY |
| $ |
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| $ |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
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| $ |
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The accompanying notes are an integral part of these financial statements.
| 5 |
| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
Cash flows from operating activities: |
| THREE MONTHS ENDED MARCH 31st 2022 |
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| THREE MONTHS ENDED MARCH 31st, 2021 |
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Net loss from continuing operations attributable to |
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common stockholders |
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Adjustments to reconcile net loss to net |
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cash used in operating activities: |
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Preferred stock issued for services |
| $ |
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| $ |
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Changes in: |
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Receivables |
| $ |
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Net cash used in operating activities |
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Cash flows from investing activities |
| $ | — |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash, beginning of period |
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Cash, end of period |
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*unaudited |
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The accompanying notes are an integral part of these financial statements
| 6 |
| Table of Contents |
Condensed Consolidated Statements of Changes in Stockholders Equity
March 31, 2021, to March 31, 2022 (unaudited)
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| Common Stock |
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| Series A Preferred Stock |
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| Series B Preferred Stock |
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| Series C Preferred Stock |
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| Additional Paid |
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| Total |
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| No. of shares |
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| No. of shares |
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| Accumulated Deficit |
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Balance as of December 31, 2020, |
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Subscription Receivables |
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Net Loss for the period |
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Balance as of March 31, 2021 |
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Balance as of December 31, 2021 |
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Net loss for the period |
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Balance as of March 31, 2022 |
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The accompanying notes are an integral part of these financial statements.
| 9 |
| Table of Contents |
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying audited condensed consolidated financial statements of Kenilworth Systems Corporation and subsidiaries (“Kenilworth”) beginning as of January 1, 2022 contain all adjustments (consisting of only normal accruals) necessary to present fairly the consolidated balance sheets as of March 31, 2022 and the related statements of operations and cash flows for the three (3) month periods ended March 31, 2022. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on FORM 10-K for the fiscal year ended December 31, 2021.
The results of operations for the three (3) month period ended March 31, 2022 are not necessarily indicative of the anticipated results for the entire year ending December 31, 2021.
NOTE 2 - THE COMPANY AND NATURE OF BUSINESS THE COMPANY
Kenilworth Systems Corporation hereinafter referred to as “Kenilworth”, the “Company” or “we”, was incorporated on April 25, 1968, under the laws of the State of New York. Kenilworth has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, presently on the OTC Pink Sheet Market since emerging from Bankruptcy Proceedings in September 1998. Kenilworth has since been presented as a Development Stage Company, a designation we still ardently object to.
GENERAL
Since early in the year 2019 we have been solely engaged in developing patents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that would allow Internet, television, satellite, cable subscribers.
Kenilworth Systems is a leader in developing state of the art software for corporate licensing relating to technological design fields. Kenilworth’s revenues will generate from its licenses and patents
EMPLOYEES
Kenilworth, at present, has no employees
MARKETING STRATEGY/SALES PLAN
As of December 31st, 2021, Kenilworth Systems Corporation is looking forward to modifying its current structure into a Corporate Holding Company. The process for this continuation is currently under discussions and once completed, in the next couple of months, once initiated, will be available for use in holding data assets, such as intellectual patents and other proprietary property from around the world.
COMPETITION
Our business is subject to significant competition. Competition exists from larger companies that possess substantially greater technical, financial, sales and marketing resources that Kenilworth presently possesses. Such competition is expected to increase. Such increased competition may have a material adverse effect on Kenilworth’s ability to successfully market its products.
PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY
On June 10, 2003, the U.S. Patent for the various aspects of wagering on live in-progress casino table games was granted by the U.S. Patent Office to Herbert Lindo, the Inventor and which Patent was assigned by Herbert Lindo to the Company in August 2000. We filed the Patent for approval in fifty-one (51) countries in the industrialized world including Russia and China. There can be no assurances that foreign patents will be issued, and the challenges will not be instituted against the validity or enforceability of our patent”.
| 10 |
| Table of Contents |
GOVERNMENT REGULATIONS
Kenilworth has no licenses from any casino regulating authorities and may not require any casino licenses at the present time and may never become able to obtain any licenses that may be required in the future. Each state has its own regulations, and in states where Kenilworth does business, Kenilworth will have to comply with these regulations and there can be no assurances that it will be able to do so or obtain the necessary license in an applicable jurisdiction. This discussion is not necessarily complete or current, regarding laws and regulations that may be applicable to us. Any present laws are also subject to future change, amendment or cancellation and there is no assurance that Kenilworth will be able to meet those requirements.
NOTE 3 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries: Kenilworth Systems Nevada Corporation, Kenilworth Satellite Broadcasting Corporation, KenSysCo Corporation, KenSysCo International and Convergent Networks. None of these subsidiaries has any assets or liabilities, except for KenSysCo Corporation.
NOTE 4 - GOING CONCERN UNCERTAINTY
For the years ended December 31, 2020, and December 31, 2021, the Company incurred net losses of approximately $
These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 5 – NON-CASH TRANSACTIONS
2021:
The Company issued
2020:
No new issuances
2011:
The Company issued
2010:
The Company issued six million (
| 11 |
| Table of Contents |
2009:
The Company issued
2008:
The Company issued
Prepaid expenses consist of consulting retainers and the unamortized value of stock issued to directors for their services for the twelve (12) month period ending June 30, 2011. The balance will be amortized on a straight-line basis over the remaining term. The directors receive no other compensation.
NOTE 6 — PAYROLL TAXES PAYABLE
The Company has not had payroll and no payroll taxes due as since 2012. These balances were assigned to personally to President Dan Snyder by the IRS as stated in the prior reported December 31st, 2021 Form 10-K.
NOTE 7 - SUBSEQUENT EVENTS
On March 3rd, 2022, Kenilworth Systems Corp has signed a Letter of Intent (LOI) to acquire ACL Group’s Arete Data as well as intellectual property and database asset. Management is performing an evaluation of Company activity through June 30th, 2022.
| 12 |
| 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 (“MDA”) 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 MDA include statements about, among other things:
· | specific and overall impacts of the COVID-19 pandemic on our financial condition and results of operations; |
· | our beliefs regarding the market and demand for our products or the component products we resell; |
· | our ability to develop and launch new products that are attractive to the market and stimulate customer demand for these products; |
· | our plans relating to our intellectual property, including our goals of monetizing, licensing, expanding and defending our patent portfolio; |
· | our expectations and strategies regarding outstanding legal proceedings and patent reexaminations relating to our intellectual property portfolio; |
· | our expectations with respect to any strategic partnerships or other similar relationships we may pursue; |
· | the competitive landscape of our industry; |
· | general market, economic and political conditions; |
· | our business strategies and objectives; |
· | our expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to reduce expenses and the potential for future financings; |
· | our ability to remediate any material weakness and maintain effective internal control over financial reporting; and |
· | the impact of the above factors and other future events on the market price and t |
RESULTS OF OPERATIONS
Since we exited from bankruptcy proceedings on September 28, 1998, we have had no revenues from operations, and therefore sustained losses from operating expenses amounting to $10,110.00 in 2020 and $45 in 2021. Kenilworth has had no revenues from operations since exiting from Bankruptcy Proceedings in September 1998.
LIQUIDITY AND CAPITAL RESOURCES
Current management, under the guidance of Dan Snyder, has several plans it hopes to put in place. Our intentions are to protect the shareholders and Directors and bring the Company into a well- run 21st century cutting edge company through the following steps:
| a.) | Review the books and records of the Company for the previous six (6) years, have all necessary filings updated and/or restated as needed, reach agreements with all authorities and present audited financials. |
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| b.) | Protect the valuable intellectual properties assets (patents, etc.). |
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| c.) | Foster aggressive growth by acquisition and development of our core capabilities. |
Of course, there are no assurances that we can obtain the financing or achieve these goals.
Kenilworth has begun a major corporate restructuring designed to focus the Company’s efforts on its core business and maximize shareholder value. A new wholly owned subsidiary, KenSysCo Corporation, holds and operates Kenilworth’s intellectual property assets such as the Company’s live-gaming patents and other patents pending. KenSysCo will conduct all operations related to use of the patents in licensed casinos outside of the USA. It is the intention to rapidly develop this subsidiary; then spin it out to existing Kenilworth shareholders as a publicly traded company.
| 13 |
| Table of Contents |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and principal financial officer, who are the same person, are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a- 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2019.
The ineffectiveness of our internal control over financial reporting was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal control over financial reporting and that may be considered to be material weaknesses.
The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal control over financial reporting; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer in connection with the review of our financial statements as of March 31, 2018.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal control over financial reporting, which could result in a material misstatement in our financial statements in future periods.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
The Company plans to hold its next Annual Meeting of Shareholders in June of 2022 with proxy materials mailed to shareholders of record at least twenty (20) days prior to the proposed meeting date. Our new management team, auditors and counsel are anticipating several issues to be voted on at that time.
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ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
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101.INS * |
| XBRL Instance Document |
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101.SCH * |
| XBRL Taxonomy Extension Schema Document |
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101.CAL * |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF * |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB * |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE * |
| XBRL Taxonomy Extension Presentation Linkbase Document |
______________
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
| KENILWORTH SYSTEMS CORPORATION |
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July 26, 2022 | By: | /s/ Neil Kleinman |
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| Chief Executive Officer, President and Director |
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