**Exhibit 31.1**

 

CERTIFICATION

 

I, Herbert Lindo, certifythat:

 

1.                                       I have reviewed the quarter annual reportsfor the six month periods ended June 30, 2003 on Form 10-Q of KenilworthSystems Corporation;

 

2.                                       Based on my knowledge, this quarter annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements are made, not misleading with respectto the period covered by this quarter annual report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in the quarter annualreports, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in these quarter annual reports;

 

4.                                       As registrant’s certifying officer I amresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and Ihave:

 

a)                                      designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this quarter annualreport is being prepared;

 

b)                                     evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of the quarter annual reports March 31, 2003 and June30, 2003 (as at March 23, 2004); and

 

c)                                      presented in these quarter annual reports ourconclusions about the effectiveness of the disclosure controls and proceduresbased on my evaluation as of March 23, 2004;

 

5.                                       All significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditor any material weaknesses in internalcontrols; and

 

a)                                      any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.                                       The registrant’s other officers and I haveindicated in this quarter annual report whether or not there were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies and materialweaknesses.

 

 
| Date:   March 23, 2004 | By:    | /s/ Herbert  Lindo                     |
|-----------------------------|--------|----------------------------------------|
|                        |   | President  and Chief Financial Officer |

 

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