FINANCIAL STATEMENTS Note 1 – Organization and Operations Regenecell, Inc, a Florida corporation, was incorporated on June 9, 2023, and commenced business operations in the third quarter of 2023.  The Company is engaged in the business of providing medical travel services and referrals." In addition, there are a total of 1,000,000 Shares of Regenecell, Inc. Common Stock issued and outstanding as of September 30, 2023; 400,000 owned by Steven Swank and 600,000 which were transferred from Mr.Swank to KENS on September 30, 2023.  Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. F-6 Table of Contents Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. F-7 Table of Contents Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Earnings per Share Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. There were no potentially debt or equity instruments issued and outstanding at any time during the period ended September 30, 2023. Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued and determined there are no subsequent events to disclose. F-8 (b) Pro Forma Financial Information KENILWORTH SYSTEMS CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On September 29, 2023, the Company, Kenilworth Systems Corporation (KENS), completed its acquisition of a 60% controlling-interest in Regenecell, Inc., a Florida corporation,  through a Share Exchange Agreement.  Regenecell  provides professional medical travel services and referrals. Summary of acquisition agreement: · Kenilworth issued Two million (2,000,000) Shares of its Common Stock in exchange for 600,000 Shares of Common Stock of Regenecell, Inc., representing a 60% controlling-interest in Regenecell. The Share Exchange Agreement was made with Mr. Steven Swank, the Founder, President, and sole Shareholder of Regenecell. Through this Share Exchange KENS acquired 60% interest in Regenecell and Mr. Swank will remain the minority shareholder Of Regenecell by holding the remaining 40% of the Shares of Common Stock of Regenecell. · Upon the completion of this transaction, Mr. Swank was named a Director and Secretary of KENS. The notes to the unaudited pro forma condensed combined financial information describe the reclassifications and adjustments to the financial information presented. The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation or financial position. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements also do not include any integration costs, cost overlap or estimated future transaction costs that the companies expect to incur as a result of the acquisition. The historical financial information has been adjusted to give effect to events that are directly attributable to the Acquisition, factually supportable and expected to have a continuing impact on the results of the combined company. The adjustments that are included in the following unaudited pro forma condensed combined financial statements are described in Note 3 below, which includes the numbered notes that are marked in those financial statements. F-1 KENILWORTH SYSTEMS CORPORATION Unaudited Pro Forma Condensed Combined Balance Sheets Kenilworth Systems Corporation Regenecell Inc. Pro Forma Adjustments Notes Pro Forma Combined ASSETS Current Assets: Cash $702  $636  $—  $1,338  Due from Related Party 40,000  —  —  40,000  Subscription Receivables 5,000  —  —  5,000  Prepaid expense 8,485  —  —  8,485  Note receivables —  7,026  —  7,026  Total Current Assets 54,187  7,662  —  61,849  Total Assets $54,187  $7,662  $—  $61,849  LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $4,000  $2,000  $—  $6,000  Due to related parties 120,531  —  —  120,531  Note Payable 7,500  —  —  7,500  Total Current Liabilities 132,031  2,000  —  134,031  Total Liabilities 132,031  2,000  —  134,031  Shareholders’ Equity (Deficit): Common stock $0.01 par value, 1,000,000,000 shares authorized; 50,004,185 shares issued and outstanding as of June 30, 2023 500,042  500  (500)  500,042  Common stock to be issued —  —  2,000  (1)  2,000  Additional paid-in-capital 38,744,260  17,136  (1,500)  38,759,896  Accumulated deficit (39,322,146)  (11,976)  —  (39,334,122) Total Shareholders’ Deficit (77,844)  5,662  —  (1)  (72,182  Total Liabilities and Shareholders’ Deficit $54,187  $7,662  $—  $61,849  F-2 KENILWORTH SYSTEMS CORPORATION Unaudited Pro Forma Condensed Combined Statements of Operations Kenilworth Systems Corporation Regenecell Inc. Pro Forma Adjustments Notes Pro Forma Combined $  $  $  $  Revenue —  6,500  —  6,500  Cost of revenue —  —  —  —  —  6,500  —  6,500  Operating Expenses: Bank charges and fee 6,800  —  —  6,800  Legal and professional fee 11,250  1,674  —  12,924  Research and development fee 13,500  —  —  13,500  Total operating expenses 31,550  1,674  —  33,224  Profit /(Loss) from operations (31,550  4,826  —  (26,724) Other Income (Expense): Total Other Income —  —  —  —  Net Profit /(Loss) $(31,550)  $4,826  $—  $(26,724) Net loss per common share, basic and diluted $(0.00)  $(0.00) Weighted average number of common shares outstanding, basic and diluted 50,004,185  50,004,185  F-3 SMC ENTERTAINMENT, INC.  UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRO FORMA PRESENTATION The unaudited pro forma statement of operations for the periods presented, is based on the financial statements of the Company and Regenecell Inc, after giving effect to the Company’s acquisition of Regenecell that was consummated on September 29, 2023, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. NOTE 2 - PRO FORMA ADJUSTMENTS The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information: (1) Adjustment to account for the issuance of 2,000,000 shares of Common stock at par. F-4 Exhibit No. Description 10.1 Share Exchange Agreement between Kenilworth Systems Corporation and Steven Swank dated September 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KENILWORTH SYSTEMS CORPORATION Date: October 4, 2023 By: /s/ Dan W. Snyder Name: DAN W. SNYDER Title: President