**Exhibit 31.1**

 

CERTIFICATION

 

I, Herbert Lindo, certify that:

 

1.             I have reviewed this quarter annual report onForm 10-Q of Kenilworth Systems 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 this quarter annualreport, 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 this quarter annual report;

 

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 this quarter annual report (December 1, 2003); and

 

c)             presented in this quarter annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on my evaluation as of December 1, 2003;

 

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

 

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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 annual report whether or not there were significant changesin internal controls or in other factors that could significantly affectinternal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date:  December 1,  2003 | By:    | /s/ Herbert Lindo                      |
|-------------------------------|--------|----------------------------------------|
|                          |   | President and Chief  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 |
|   | December  1,  2003                                |

 

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