UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

OR

☐	Transition report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

For the transition period from                  to

Commission File Number: 0-08962

KENILWORTH SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Wyoming	84-1641415
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(State of incorporation)	(I.R.S. employer identification no.)
721 Beach Street, Daytona Beach FL	32114
(Address of principal executive offices)	(Zip Code)

(516) 741-1352

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of August 13, 2024, there were 74,254,525 shares of the registrant’s common stock, par value $0.01 per share

KENILWORTH SYSTEMS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2024

INDEX

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Index		Page
Part I. Financial Information
Item 1.	Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023. (unaudited)	4
	Condensed Consolidated Statements of Operations for the Three months ended June 30, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) from January 1, 2023 to June 30, 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three months ended June 30, 2024 and Three months ended June 30, 2023 (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements. (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.
Part II. Other Information
Item 1.	Legal Proceedings.	12
Item 1A.	Risk Factors.	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Mine Safety Disclosures.	12
Item 5.	Other Information.	12
Item 6.	Exhibits.	13
Signatures		14
2
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ITEM 1.  FINANCIAL STATEMENTS

INDEX TO AUDITED FINANCIAL STATEMENTS

KENILWORTH SYSTEMS CORPORATION

TABLE OF CONTENTS

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	4
Consolidated Statements of Operations for the Periods ended June 30, 2024 and 2023	5
Consolidated Statements of Shareholders’ Equity for the Periods ended June 30, 2024 and 2023	6
Consolidated Statements of Cash Flows for the Periods ended June 30, 2024 and 2023	7
Notes to Consolidated Financial Statements	8
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KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED BALANCE SHEETS

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ASSETS<br><br>Current Assets	JUNE 30,<br><br>2024			DECEMBER 31,<br><br>2023
ASSETS
Current Assets
Cash	$	28,586		$	19,699
Due from Related Party	$	40,000		$	40,000
Subscription Receivables	$	5,000		$	5,000
Prepaid expense	$	3,485		$	3,485
Total current assets	$	77,071		$	68,184
License agreements
Security deposits
Intellectual Property – Proprietary Databases and Technology	$	-		$	-
Trademarks and Tradenames	$	-		$	-
TOTAL ASSETS	$	77,071		$	68,184
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses		4,000		$	4,000
Due to related parties	$	61,150		$	70,914
Note Payable	$	-		$	-
Deferred Income	$	16,000
Total current liabilities	$	222,068		$	74,914
Total other liabilities	$	-		$	-
TOTAL LIABILITIES	$	81,150		$	74,914
Stockholders' Equity
Series A convertible preferred stock, par value $.01 – authorized 50,000 shares, 12,500 shares, issued and outstanding	$	125		$	125
Series B convertible preferred stock, par value $.01 - authorized 300,000 shares, and 0 shares issued and outstanding, respectively	$	-		$	-
Series C convertible preferred stock, par value $.01 - authorized 10,000 shares, 0 shares issued and outstanding, respectively	$	-		$	-
Common stock, par value $.01 - authorized 1,000,000,000 shares, 74,254,525  and 63,749,525 shares issued and outstanding, respectively as of June 30, 2024, and December 31, 2023 respectively	$	742,545		$	637,495
Additional paid-in-capital	$	38,903,349		$	38,795,899
Accumulated deficit	$	(39,655,949	)	$	(39,446,101	)
Non-Controlling Interest	$	5,851		$	5,851
TOTAL STOCKHOLDERS' EQUITY	$	(4,079	)	$	(6,731	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	77,071		$	68,184

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

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KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	JUNE 30,			JUNE 30,
	2024 (Unaudited)			2023
Operating revenue:
Revenue	$	5,000		$	—
Cost of sales	$	—		$	—
Gross Profit		5,000			—
Operating expenses:
Bank Charges & Fees	$	1,313		$	-
Legal & Professional Services	$	27,500		$	18,986
General and Administrative Expense		170,299		$	23,300
Total operating expenses	$	70,677		$	-
Loss from operations	$	(199,112	)	$	(42,196	)
Other Income (expenses)		(15,736	)
Total other income/(expense)	$	—		$	—
Net Income/ loss	$	(209,848	)	$	(42,196	)
Earnings per share
Basic	$	(0.0024	)	$	(0.0002	)

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

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KENILWORTH SYSTEMS CORPORATION AND

CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD ENDED JUNE 30, 2024.

			Preferred Stock A	Common	Additional Paid-in			Accumulated
Description	Shares		Amount	Stock	Capital		NCI	Deficit		Total
Balance – Balance Jan 1, 2023		50,004,185							)
Common stock issued		13,745,340
Preferred Stock A		12,500
Preferred Stock B		-
Preferred Stock C		-
Additional paid in capital		-				)					)
Net (loss)		-							)		)
NCI
Balance – December 31, 2023		63,762,025							)		)
Balance – Balance Jan 1, 2024		63,762,025							)		)
Common stock issued		10,505,000
Additional paid in capital		-
Net (loss)		-							)		)
Balance – June 30, 2024		74,267,025							)		)

All values are in US Dollars.

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

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KENILWORTH SYSTEMS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED JUNE 30, 2024, AND 2023

	Period Ended<br><br>June 30, 2024 (Unaudited)			Period Ended<br><br>June 30, 2023
Cash flows from operating activities:
Net loss from continuing operations attributable to		(209,848	)	$	(42,196	)
common stockholders
Adjustments to reconcile net loss to net
cash used in operating activities:
Preferred stock issued for services		-		$	-
Changes in:
Prepaid expenses and receivables		-		$	(5,000	)
Due to related party		6,236		$	72,196
Payroll tax liabilities		-		$	-
Net cash used in operating activities		(203,613	)	$	25,000
Cash flows from investing activities
License agreements		-		$	-
Intangible Assets		-		$	300,450,011
Intellectual Property – Proprietary Databases and Technology		-
Trademarks and Tradenames		-
Net cash used in investing activities		-		$	300,450,011
Cash flows from financing activities
Common Stock		105,050		$	(300,000,000	)
Additional Paid-In-Capital		107,450		$	(475,011	)
Note Payables
Net cash provided by financing activities		212,500		$	(300,475,011	)
Net increase in cash		8,887		$	-
Cash, beginning of period		19,699		$	765
Cash, end of period		28,586		$	765

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

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KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 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 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.

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 Period-end ends June 30.

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 $28,586 cash as of June 30, 2024.

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KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 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 shareholders 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 June 30, 2024, the Company has generated revenue of $5,000.

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 diluted potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2024, there were no potentially dilutive debt or equity instruments issued or outstanding.

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KENILWORTH SYSTEMS CORPORATION

NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 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.

Patent Trademarks and Intellectual Property

On June 10, 2003, the U.S. Patent for the various aspects of wagering on live in-progress casino table games was granted by the U.S. Patent Office to Herbert Lindo, the Inventor and which Patent was assigned by Herbert Lindo to the Company in August 2000. We filed the Patent for approval in fifty-one (51) countries in the industrialized world including Russia and China. There can be no assurances that foreign patents will be issued, and the challenges will not be instituted against the validity or enforceability of our patent”.

Government Regulations

Kenilworth has no licenses from any casino regulating authorities and may not require any casino licenses at the present time and may never become able to obtain any licenses that may be required in the future. Each state has its own regulations, and in states where Kenilworth does business, Kenilworth will have to comply with these regulations and there can be no assurances that it will be able to do so or obtain the necessary license in an applicable jurisdiction. This discussion is not necessarily complete or current, regarding laws and regulations that may be applicable to us. Any present laws are also subject to future change, amendment or cancellation and there is no assurance that Kenilworth will be able to meet those requirements.

Note 3 – GOING CONCERN UNCERTAINTY

For the Periods ended June 30, 2024, and June 30, 2023, the Company incurred net losses of approximately $209,848 and $42,196 respectively. For the Six (6) months ending June 30, 2024

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 June 30, 2024, Form 10-Q.

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 June 30, 2024, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.

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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.

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.

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.

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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 June 30, 2024, the Company sold 4,55,000 Shares of Common Stock to eight investors, including existing Shareholders in private sales, for aggregate cash consideration of $152,000. The proceeds of these sales were used to finance ongoing corporate expenses including business expansion costs. These restricted Shares were issued in accordance with the exemption from registration afforded by Regulation D and Rule 4(a) promulgated under the Securities Act of 1933, as amended.

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
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH *	Inline XBRL Taxonomy Extension Schema Document
101.CAL *	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE *	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

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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
August 14, 2024	By:	/s/ Daniel Snyder
		Chief Executive Officer, President and Director
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kens_ex311.htm EXHIBIT 31.1

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

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

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

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

	KENILWORTH SYSTEMS CORPORATION
Dated: August 14, 2024	By:	/s/ Daniel Snyder

| | Name: | DANIEL SNYDER |

| | | (Principal Executive Officer and Principal Financial/Accounting Officer) |

kens_ex312.htm

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

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

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

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

	KENILWORTH SYSTEMS CORPORATION
Dated: August 14, 2024	By:	/s/ Daniel Snyder

| | Name: | DANIEL SNYDER |

| | | (Principal Executive Officer and Principal Financial/Accounting Officer) |

kens_ex321.htm EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER OF KENILWORTH SYSTEMS CORPORATION

In connection with the accompanying Quarterly Report on Form 10-Q of Kenilworth Systems Corporation for the quarter ended June 30, 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 for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 fairly presents, in all material respects, the financial condition and results of operations of Kenilworth Systems Corporation.

	KENILWORTH SYSTEMS CORPORATION
Dated: August 14, 2024	By:	/s/ Daniel Snyder

| | Name: | DANIEL SNYDER |

| | | (Principal Executive Officer and Principal Financial/Accounting Officer) |