**Exhibit 31.1**

 

**FORM 10-Q/A**

 

**AmendmentNo. 1**

 

**Quarterended March 31, 2005**

 

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

 

**CERTIFICATIONS**

 

I,Herbert Lindo, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of KenilworthSystems Corporation;

 

2.   Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.   The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant andhave:

 

a)   Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b)   Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

c)   Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.   The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)   All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b)   Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 

Date:   August3, 2005
|   | /s/  Herbert Lindo                                     |   |
|--------|--------------------------------------------------------|--------|
|   | Herbert  Lindo                                         |
|   | Chairman  , President and Principal  Financial Officer |

 

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**FORM 10-Q/A**

 

**AmendmentNo. 1**

 

**Section 1350Certifications**

 

**Quarterended March 31, 2005**

 

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

 

(1)     the Quarterly Report on Form 10-Q of theCompany for the first quarter ended March 31, 2005 (the “Report”) fullycomplies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(2)     the information contained in the Reportfairly presents, in all material respects, the financial condition and resultsof operations of the Company.

 

Dated:   August3, 2005

 

 
|   | /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 |
|   | August  3, 2005                        |

 

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