SEC Comment Letter 0000000000-24-004696 to KENILWORTH SYSTEMS CORP (KENS) (CIK 0000055234) (GAMG)
KENILWORTH SYSTEMS CORP (KENS) (CIK 0000055234)
Date: April 26, 2024 · CIK: 0000055234 · Accession: 0000000000-24-004696
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File numbers found in text: 000-08962
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United States securities and exchange commission logo
April 26, 2024
Daniel Snyder
Chief Executive Officer
Kenilworth System Corp
721 Beach Street
Daytona Beach, FL 32114
Re:Kenilworth System Corp
Form 10-K for Fiscal Year Ended December 31, 2023
Filed March 14, 2024
File No. 000-08962
Dear Daniel Snyder:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 1 - Description of Business
Asset Sale to ACL Group, Inc., page 4
1.Please list all shares and warrants that were issued to ACL Group, Inc. and subsequently
acquired by Mr. Dan Snyder for $25,000 on February 2, 2023. Tell us how these shares
are reflected in your consolidated changes in stockholders’ equity. Provide disclosures
required under ASC 505-10-50-3 through 50-5 if applicable.
Item 9A - Controls and Procedures, page 14
2.Please disclose the assessment of your principal executive officer and principal financial
officer regarding the effectiveness of your internal control over financial reporting as of
the end of the period covered by this report. Refer to Item 308(a) of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
3.Please file a revised report that also opines on the results of operations and cash flows for
FirstName LastNameDaniel Snyder
Comapany NameKenilworth System Corp
April 26, 2024 Page 2
FirstName LastName
Daniel Snyder
Kenilworth System Corp
April 26, 2024
Page 2
the year ended December 31, 2022.
Consolidated Changes in Stockholders' Equity, page F-6
4.We note that you show an increase in the number of common stock of 2,685,750 and
13,745,340 as “net loss for the year” during 2022 and “stock issued during the year”
during 2023. Please disaggregate these issuances by the type of transaction. For example,
the issuance may have resulted from a cash sale, acquisition of Regenecell, or acquisition
of services.
Note 1 - The Company and Nature of Business, page F-8
5.Please tell us whether your operations include or will include in the near future casinos as
you disclose on page F-10 under “Patent Trademarks and Intellectual Property” and
“Government Regulations.” If so, revise the description of your business to wholly depict
the nature of your operations. If not, ensure that all disclosure you provide relate only to
the operations of you and your subsidiaries.
Note to the Consolidated Financial Statements, page F-8
6.Please tell us how you accounted for the Regenecell acquisition and provide disclosures
required under ASC 805-10-50-2.
Exhibits
7.We note that the certifications provided in Exhibits 31.1 and 31.2 do not include
paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting. Please revise to include certifications containing the language as
set forth in Item 601(b)(31) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Keira Nakada at 202-551-3659 or Adam Phippen at 202-551-3336 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services