**Exhibit 31.1**

 

**FORM 10-Q**

 

**Quarter ended March 31, 2004**

 

**Rule 13a-14(a)/15d-14(a) Certifications**

 

**CERTIFICATIONS**

 

I,Herbert Lindo, certify that:

 

1.   I have reviewed this quarterly report on Form10-Q of Kenilworth Systems Corporation;

 

2.   Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.   Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.   The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe registrant and have:

 

a)   Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)   Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this report ourconclusions 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

 

c)   Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and       

 

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

 

a)   All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)   Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

Date:June 1, 2004 

 

 
|   | /s/  Herbert Lindo                                     |   |
|--------|--------------------------------------------------------|--------|
|   | Herbert  Lindo                                         |
|   | Chairman  , President and Principal  Financial Officer |

 

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**FORM 10-Q**

 

**Section 1350 Certifications**

 

**Quarter ended March 31, 2004**

 

I,Herbert Lindo, Chairman, President and Principal Financial Officer ofKenilworth Systems Corporation (the “Company”), certify, pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.Section 1350, that to the best of my knowledge: 

 

(1)     theQuarterly Report on Form 10-Q of the Company for the first quarter endedMarch 31, 2004 (the “Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.78m or 78o(d)); and

(2)     theinformation contained in the Report fairly presents, in all material respects,the financial condition and results of operations of the Company.

 

Dated:June 1, 2004 

 

 
|   | /s/  Herbert Lindo                                    |   |
|--------|-------------------------------------------------------|--------|
|   | Herbert  Lindo                                        |
|   | Chairman,  President and Principal  Financial Officer |

 

 

SIGNATURE

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed in its behalf by the undersigned thereuntoduly authorized.

 

 
|   | KENILWORTH  SYSTEMS CORPORATION        |
|--------|----------------------------------------|
|   |                                   |
| By:    | /s/  Herbert Lindo                     |   |
|   | Herbert  Lindo,                        |
|   | President  and Chief Financial Officer |
|   | June 1, 2004                 |

 

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