**Exhibit 3.2**

 

CERTIFICATE OF AMENDMENT

 

OF THE

 

CERTIFICATE OF INCORPORATION

 

OF

 

KENILWORTH SYSTEMS CORPORATION

 

Under Section 805 of the Business Corporation Law

 

IT IS HEREBY CERTIFIED THAT:

 

(1)         The name of the Corporation is:

 

KENILWORTHSYSTEMS CORPORATION

 

(2)         The Certificate of Incorporation was filed bythe Department of State on the 25th day of April, 1968 under the original name ofSchool For Computer Studies, Inc.

 

(3)         To increase the number of shares which theCorporation shall have the authority to issue. The Corporation is currentlyauthorized to issue two (2) classes of stock; 500,000,000 shares of CommonStock par value $0.01 per share with 421,094,586 shares issued and outstandingand 78,905,416 authorized and unissued, and 2,000,000 shares of Series ofPreferred Stock authorized, with none issued and outstanding. The Common Sharesare not changed as a result of this Amendment. As a result of this amendment, the total number of Preferred Shares willbe increase to 50,000,000 $0.01 par value. The fourth Article (paragraph)of the Certificate of Incorporation shall now read as follows:

 

“FOURTH:The Corporation is authorized to issue Classes of stock to be designatedrespectively “Common Stock” and “Preferred Stock”.  The total number of shares of stock which theCorporation shall have authority to issue is 1,050,000,000.  The total number of shares of Common Stockwhich the Corporation shall have authority to issue is one billion(1,000,000,000), $.01 par value per share.

 

Thetotal number of shares of Preferred Stock which the Corporation shall have theauthority to issue is fifty million (50,000,000), $.01 par value pershare.  The shares of Preferred Stock maybe issued from time to time in one or more series.  The Board of Directors of the Corporation isauthorized to determine or alter any of all of the designations, powers,preferences and rights and the qualifications, limitations or restrictionsthereof, in respect of the wholly unissued class of Preferred Stock or anywholly unissued series of Preferred Stock, and to fix or alter the number ofshares comprising of any series of Preferred Stock (but not below the number ofshares of any such series then outstanding).

 

(4)         The above amendment to the Certificate ofIncorporation was authorized by vote of the Board of Directors followed by avote of the holders of a majority of all outstanding shares entitled to votethereon at a meeting of the shareholders on January 7, 2009.

 

INWITNESS THEREOF, this certificate has been subscribed by the undersigned whoaffirm(s) that the statements made herein are true under the penalties ofperjury.

 

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| DATED:  January 26, 2009                        |       |                 |
|------------------------------------------------------|------------|----------------------|
|                                                 |       |                 |
| ****                                                 | ** ** | ****                 |
| Herbert  Lindo, Chairman and Chief Executive Officer |       | Kit  Wong, Secretary |

 

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