Global Asset Management Group, Inc 10-Q/A for FY2024 Q1
Global Asset Management Group, Inc. (GAMG)
About this 10-Q/A
Global Asset Management Group, Inc filed this 10-Q/A on July 9, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5000
- compared with $0 a year earlier
- Net loss
- $81.41K
- compared with a net loss of $10.65K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(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 fromto
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).
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 | ||
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| 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.
As of May 6, 2024, there were
EXPLANATORY NOTE
This Amendment (this “Report”) on Form 10-Q/A amends the Form 10-Q of Kenilworth Systems Corporation for the Quarter ended March 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2024 (the “Original Filing”).
We are filing this Report to amend the Financials Statements throughout Item 1, as well as certain financial data within the Management Discussion and Analysis of Financial Condition and Results of Operations in Item 2. These corrections are required due to the restatement of the Company’s Financial Statements reported in the Annual Report on Form 10-K/A, Amendment No. 2, for the year ended December 31, 2024.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q/A of Kenilworth Systems Corporation and subsidiaries, 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/A, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
QUARTERLY REPORT ON FORM 10-Q/A
FOR THE PERIOD ENDED MARCH 31, 2024
INDEX
Index |
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Part I. Financial Information |
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Item 1. | Consolidated Financial Statements |
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| Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. (unaudited) |
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| Notes to the Condensed Consolidated Financial Statements. (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
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Item 4. | Controls and Procedures. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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| Table of Contents |
INDEX TO FINANCIAL STATEMENTS
KENILWORTH SYSTEMS CORPORATION
TABLE OF CONTENTS
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KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED BALANCE SHEETS
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| MARCH 31, 2024 |
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| December 31, 2023 |
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ASSETS |
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Current Assets |
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Cash |
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| $ |
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Due from Related Party |
| $ |
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| $ |
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Subscription Receivables |
| $ |
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| $ |
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Prepaid expense |
| $ |
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| $ |
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Total current assets |
| $ |
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| $ |
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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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| $ |
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Note Payable |
| $ |
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| $ |
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Deferred Income |
| $ |
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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 $ |
| $ |
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| $ |
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Series B convertible preferred stock, par value $ |
| $ |
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| $ |
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Series C convertible preferred stock, par value $ |
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| $ |
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Common stock, par value $ |
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| $ |
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Additional paid-in-capital |
| $ |
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| $ |
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Accumulated deficit |
| $ | ( | ) |
| $ | ( | ) |
Non-Controlling Interest |
| $ |
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| $ |
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TOTAL STOCKHOLDERS' EQUITY |
| $ | ( | ) |
| $ | ( | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
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| $ |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
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| MARCH 31, |
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| 2023 |
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Operating revenue: |
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Revenue |
| $ |
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| $ |
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Cost of sales |
| $ |
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Gross Profit |
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Operating expenses: |
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Bank Charges & Fees |
| $ |
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| $ |
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Legal & Professional Services |
| $ |
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| $ |
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General and Administrative Expense |
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| $ |
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Total operating expenses |
| $ | ( | ) |
| $ | ( | ) |
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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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| $ | ( | ) |
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Earnings per share |
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Basic |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION AND
CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE QUARTERENDED MARCH 31, 2024.
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| Preferred Stock A |
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| Common Stock |
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| Additional Paid-in |
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| NCI |
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| Accumulated |
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Description |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance – Balance Jan 1, 2023 |
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Common stock issued |
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Preferred Stock A |
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| - |
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| - |
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| - |
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Preferred Stock B |
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| - |
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| - |
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| - |
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| - |
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Preferred Stock C |
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| - |
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| - |
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| - |
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| - |
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Additional paid in capital |
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| - |
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| ( | ) |
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| - |
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| - |
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Net (loss) |
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| - |
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| - |
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| - |
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| - |
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NCI |
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Balance – December 31, 2023 |
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Balance – Balance Jan 1, 2024 |
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| 63,749,525 |
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| 125 |
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| 637,495 |
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| 38,795,899 |
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| 5,851 |
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| (39,446,101 | ) |
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| (6,731 | ) |
Common stock issued |
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Additional paid in capital |
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| - |
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| - |
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| - |
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Net (loss) |
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| - |
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| - |
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| - |
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Balance – March 31, 2024 |
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The accompanying notes are an integral part of these consolidated financial statements.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2024, AND 2023
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| Period Ended Mar 31, 2024 (Unaudited) |
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| Period Ended Mar 31, 2023 (Unaudited) |
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Cash flows from operating activities: |
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Net loss from continuing operations attributable to common stockholders |
| $ | ( | ) |
| $ | ( | ) |
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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Prepaid expenses and receivables |
| $ |
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| $ |
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Due to related party |
| $ |
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| $ |
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Payroll tax liabilities |
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| $ |
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Net cash used in operating activities |
| $ | ( | ) |
| $ |
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Cash flows from investing activities |
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License agreements |
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| $ |
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Intangible Assets |
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| $ |
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Intellectual Property – Proprietary Databases and Technology |
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Trademarks and Tradenames |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Common Stock |
| $ |
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| $ | ( | ) | |
Additional Paid-In-Capital |
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Note Payables |
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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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| $ |
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Cash, end of period |
| $ |
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| $ |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2024, AND 2023
Note 1 – THE COMPANY AND NATURE OF BUSINESS
Kenilworth Systems Corporation hereinafter referred to as “Kenilworth”, the “Company” or “we”, was incorporated 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, and presently on the OTC Pink Sheet Market (trading symbol “KENS”).
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is March 31.
Principle of consolidation
The consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries: Regenecel Inc.
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2024, AND 2023
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services not provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. As of March 31, 2024 the Company has generated revenue of $
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of March 31, 2024 there were no potentially dilutive debt or equity instruments issued or outstanding.
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| Table of Contents |
KENILWORTH SYSTEMS CORPORATION
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2024, AND 2023
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 3 – GOING CONCERN UNCERTAINTY
For the year ended December 31, 2023, 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 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 31, 2023 Form 10-K/A, Amendment No. 2.
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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after MARCH 31, 2024, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.
Off-Balance Sheet Arrangements
The Company does not engage in off-balance sheet transactions.
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| Table of Contents |
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-Q/A 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 Quarterly Report on this Form 10-Q/A 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-Q/A 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 the 10-K/A, Amendment No.2, report for the year ended December 31, 2023, and subsequent events reported in this FORM 10-Q/A.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements contained in this MD&A include statements about, among other things:
· | 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 the liquidity of our Common Stock. |
RESULTS OF OPERATIONS
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. Regenecell is the operating subsidiary of the Company, and the Company is preparing a marketing program to expand the business operations of Regenecell.
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. |
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| 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. In addition, the Company is preparing a Marketing Plan to expand the business operations of it’s Regenecell, Inc. subsidiary. |
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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.
Risk & Uncertainties
Going Concern
In an effort to have Kenilworth Systems Corporation reorganize and restructure its business model the company has begun looking into ways to expand its business operations, to seek accretive business combinations, and to identify 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 forward in 2024.
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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.
During the Quarter Ended March 31, 2024, the Company issued a total of 5,950,000 Shares of Common Stock, including 4,250,000 Shares to its Directors for services rendered in lieu of cash compensation, and 1,700,000 Shares to three investors for aggregate consideration of $59,500.
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 as soon as practicable 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 a number of 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 * |
| Inline XBRL Instance Document |
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101.SCH * |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL * |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF * |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB * |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE * |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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* 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 | |||
| Date: July 8, 2024 | By: | /s/ Daniel Snyder | |
| Chief Executive Officer, President and Director | |||
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EXHIBIT 31.1
SECTION 302 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF KENILWORTH SYSTEMS CORPORATION
I, Daniel Snyder, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of Kenilworth Systems Corporation; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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 |
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| 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): |
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| (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 |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| KENILWORTH SYSTEMS CORPORATION | |||
| Dated: July 8, 2024 | By: | /s/ Daniel Snyder | |
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| Name: | DANIEL SNYDER | |
| (Principal Executive Officer and Principal Financial/Accounting Officer) | |||
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER OF KENILWORTH SYSTEMS CORPORATION
I, Daniel Snyder, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of Kenilworth Systems Corporation; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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 |
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| 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): |
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| (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 |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| KENILWORTH SYSTEMS CORPORATION | |||
| Dated: July 8, 2024 | By: | /s/ Daniel Snyder | |
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| Name: | DANIEL 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/A of Kenilworth Systems Corporation for the quarter ended March 31, 2024, the undersigned, Daniel 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/A for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (2) | the information contained in such Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 fairly presents, in all material respects, the financial condition and results of operations of Kenilworth Systems Corporation. |
| KENILWORTH SYSTEMS CORPORATION | |||
| Dated: July 8, 2024 | By: | /s/ Daniel Snyder | |
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| Name: | DANIEL SNYDER | |
| (Principal Executive Officer and Principal Financial/Accounting Officer) | |||