UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 61, 2025

_____________________________________________________________

KENILWORTH SYSTEMS CORPORATION

(Exact name of Registrant as Specified in its Charter)

_____________________________________________________________

Wyoming

0-08962

84-1641415

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

721 Beach Street, Daytona Beach FL 32114

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (312) 372-6900

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 14.01. ~~Entry~~Changes ~~Into~~in ARegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

OnPrevious ~~February~~independent 6,registered ~~2025,~~public ~~the~~accounting Company entered into an Agreement and Plan of Reorganization with DC Rental Portfolio LLC (“DC Rental”), to acquire 100% of the Membership Interests of DC Rental in exchange for 350,000,000 Shares of Common Stock of the Company. Organized pursuant to the laws of the District of Columbia, DC Rental through its subsidiaries owns or is in the process of acquiring various income producing residential housing units located in the District of Columbia. The Closing Date of this acquisition is expected on or before March 15, 2025, and on the Closing Date the properties owned by DC Rental will have an aggregate appraised value of not less than $100,000,000, and equity of approximately $20,000,000.firm

~~Prior~~On toMarch ~~the Closing Date~~1, ~~the~~2025 ~~Company will effectuate a change of its name to National Real Estate Ventures, Inc., a Wyoming Corporation. On~~ (the ~~Closing~~“Termination Date”), ~~Mr.~~Kenilworth ~~Richard~~Systems ~~Balles,~~Corporation (the ~~Managing~~“Company”) ~~Member~~terminated ofOlayinka DCOyebola ~~Rental,~~& ~~will~~Co. ~~become President and Chairman of~~ (the ~~Board~~“Former ofAuditor”) ~~Directors~~as of the ~~Company,~~independent ~~and~~registered ~~there~~public ~~will~~accounting befirm ~~a Change~~ of ~~Control of~~ the Company.

~~ABOUT~~The DCreason ~~RENTAL~~for ~~PORTFOLIO~~the ~~LLC:~~termination is that the Company’s accountant notified the Board of Directors that the Former Auditor had recently been listed as a “Prohibited Service Provider” by OTC Markets as a result of an action brought against the Former Auditor by the U.S. Securities and Exchange Commission (“SEC”). The action by the SEC was unrelated to any audits performed by the Former Auditor on behalf of the Company, and the Company was never notified by the SEC or any other regulatory agency of the action being taken against the Former Auditor.

~~Through~~During ~~its~~the ~~subsidiaries~~years ended December 31, DC2023 ~~Rental~~and is2022 and through the date of this Current Report on Form 8-K, the Company has not had any disagreements (as defined in Item 304(a)(1)(iv) ~~real~~of ~~estate~~Regulation ~~development~~S-K ~~company~~and ~~which~~the isrelated ~~focused~~instructions to Item 304 of Regulation S-K) with the Former Auditor on ~~providing~~any ~~affordable~~matter ~~housing~~of ~~solutions~~accounting ~~for~~principles ~~low~~or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to ~~moderate~~the ~~income~~Former ~~households~~Auditor’s satisfaction, ~~initially~~would have caused them to make reference thereto in their reports on the ~~Washington,~~Company’s DCfinancial ~~market~~statements for such years.

~~Its~~New ~~ongoing~~independent ~~business~~registered ~~strategy~~public ~~and~~accounting ~~vision is to develop affordable housing for all, notably people with disabilities, and our nation’s military veterans.~~firm

~~The~~On ~~housing~~March ~~sector~~1, in2025 (the ~~Washington~~“Engagement Date”), ~~D.C.~~the ~~Metropolitan~~Company ~~area~~engaged ~~presents~~LAO ~~definitive~~Professionals ~~opportunities~~(PCAOB toID ~~generate~~7057) ~~attractive,~~(“New ~~stable~~Auditor”) ~~returns~~as its independent registered public accounting firm for ~~shareholders.~~the ~~Affordable~~Company’s ~~housing~~fiscal inyear ~~this~~ended ~~market~~December ~~tends~~31, to2024. beThe ~~more~~decision ~~consistent~~to ~~across~~engage ~~economic~~the ~~cycles~~New ~~and~~Auditor as the ~~current~~Company’s ~~demand~~independent ~~far~~registered ~~exceeds~~public ~~supply~~accounting firm was approved by the Company’s Board of Directors.

DCDuring ~~Rental intends to address~~ the ~~significant~~two ~~supply/demand~~most ~~imbalance~~recent byfiscal ~~providing~~years ~~greater quality control over development~~ and ~~re-development~~through ofthe ~~properties~~Engagement Date, ~~and~~the ~~faster~~Company ~~property~~has ~~lease-up.~~not ~~Our~~consulted ~~product~~with ~~quality~~the ~~typically~~New ~~creates~~Auditor ~~longer~~regarding ~~tenant tenure and shorter turnover, resulting in lower operating costs and more stable returns.~~either:

~~While~~1. ~~continuing~~application of accounting principles to ~~grow~~any ~~our~~specified ~~existing~~transaction, ~~business~~either incompleted ~~the~~or ~~Washington~~proposed, DCor ~~market~~the type of audit opinion that might be rendered on the Company’s financial statements, weand ~~intend~~neither toa ~~consistently~~written ~~explore~~report was provided to the ~~best~~Company ~~markets~~nor oral advice was provided that ~~meet~~the ~~our~~New ~~objectives~~Auditor concluded was an important factor considered by the Company in ~~pursuing~~reaching ~~mixed-use~~a decision as to the accounting, ~~single/multi-family~~auditing ~~rental~~or ~~and~~financial ~~for-sale~~reporting ~~projects.~~issue; or

~~Our~~2. ~~acquisition~~any ~~strategy~~matter ~~will~~that ~~focus~~was oneither ~~viable,~~the ~~well-~~subject ~~positioned~~of ~~regions~~a ~~that~~disagreement ~~are~~(as ~~anchored~~defined byin ~~strong~~Regulation ~~tenant markets~~S-K, ~~robust~~Item ~~job~~304(a)(1) ~~growth,~~(iv) and ~~increased~~the ~~demand~~related ~~for~~instructions) ~~housing~~or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

As part of our long-term strategy, we also are seeking to acquire in the future a lending institution which will further support our commitment to creating greater access to capital.

Going forward, we will be adding to our real estate portfolio, and will seek a diverse real estate portfolio which may include: mixed-use, multi-family, single-family homes for sale and for rent at various levels of affordability. All our projects will have background checks on tenants and our properties will be properly maintained. We have implemented strict investment criteria and will seek investments that allow the company to grow.

Item 5.03. Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.

Effective ~~March~~June 116, 2025, the Company has amended its Articles of Incorporation with the State of Wyoming to change its name to ~~National~~Global ~~Real~~Asset ~~Estate~~Management ~~Ventures~~Group, Inc. This Amendment was approved by the Board of Directors of the Company, and ratified and approved by holders of a majority of the Shares of Common Stock of the Company.

~~Item 9.01. Financials Statements and Exhibits~~2

10.1.		Agreement and Plan of Reorganization with DC Rental Portfolio LLC dated February 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Documents)

SIGNATURES

2Pursuant 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.

SIGNATURES

	KENILWORTH SYSTEMS CORPORATION

Date: June 27, 2025	By:	/s/ Daniel Snyder
	Name:	DANIEL SNYDER
	Title:	Chief Executive Officer

~~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.~~3

	KENILWORTH SYSTEMS CORPORATION
Date: February 6, 2025	By:	/s/ Daniel Snyder
	Name:	DANIEL SNYDER
	Title:	Chief Executive Officer

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