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August 8, 2005

A Statement by Herbert Lindo, Chairman and President of Kenilworth Systems Corporation

It has been brought to my attention that on Friday, August 5, 2005 a list of proposed Insider and Rule 144 transactions for the last two (2) years were posted on a “chat room”, which I believe may have caused the price of Kenilworth’s Common Stock to move irrationally.

The list included Mr. Gino Scotto, an Executive Officer and Director of Kenilworth for a planned sale of 3,472,710 shares. Mr. Scotto cleared 269,000 shares on November 30, 2004 from the restrictive legend pursuant to Rule 144K and then made a simultaneous gift of the shares to an unrelated party. The listing of 3,472,710 was caused by Mr. Scotto’s Security Broker. Mr. Scotto has the shares in his possession with the restrictive legend less the 269,000 shares. None of the shares have ever been sold. Likewise Mr. Kit Wong, a Director of Kenilworth, on November 15, 2004 made gifts to his children and grandchildren. He first cleared the shares from the restrictive legend pursuant to Rule 144K and then simultaneously made the gifts. None of the gifted shares have been offered into the Kenilworth market.

I make this statement unequivocally with absolute certainty that none of our Directors, including myself, have made any sales of Kenilworth Stock since they became Directors dating back to 1998, when the Company emerged from Chapter 7 Bankruptcy Proceedings and paid 100% of all approved claims including legal fees.

For myself, I do not have possession of the 50 million shares authorized to be issued to me by the Shareholders and the Board of Directors. The shares cannot be issued to me until the Shareholders, at the September 13, 2005 Meeting approve Proposal 2, Authorization of an Amendment to Kenilworth’s Certificate of Incorporation to increase the authorized number of shares of Common Stock to 500,000,000 shares. I had requested that the shares should not be issued to me since if they were issued Kenilworth would not have available authorized but unissued shares and been able to obtain working capital by the sale of Convertible Promissory Notes and in settlement of debt. The present cap is 200,000,000 shares and we have 158,931,245 shares presently issued and outstanding.

I owned 10,333,450 shares prior to 2001 – when they were seized by the Nassau County Sheriff’s Office for debt I owed totaling $96,000 and were fraudulently sold in a purported Public Auction Sale by the Sheriff of Nassau County on June 2, 2002 for $1,000 or $0.000095 per share which shares had a market value of $930,010.50. Please review in our Annual Report on Form 10-K/A Amendment No. 1 (Page 25, ITEM 15 (b) for more details).

On July 13, 2005 Kenilworth made a much publicized Press Release via PR Newswire wherein Kenilworth stated that the Company, since January 2002, issued 33,257,913 shares for $3,308,139 in conversion of Notes and settlement of debt, at an average price of $0.115 per share of restricted Common Stock. This may depress the market price for our Common Stock, from time to time, as the owners of the shares will be able to have the restrictions lifted from their stock certificates pursuant to an exemption from Registration available in Rule 144 and Rule 144K.

We are very pleased that the Securities Brokers that managed the Rule 144 proposed sales for their Kenilworth clients conformed to the SEC reporting requirements for the proposed sales.

I also believe the fact that Kenilworth Common Stock is traded by twenty-two (22) Market Makers is important to be known by our Shareholders. The Market Makers are:

  1. Citigroup Global Markets Inc.
  2. UBS Capital Markets L.P.
  3. TD Waterhouse Capital Markets, Inc.
  4. Jeffries & Co., Inc.
  5. Hill Thompson Magid & Co.
  6. E*Trade Capital Markets LLC
  7. Bishop Rosen & Co., Inc.
  8. Fulcrum Global Partners
  9. Knight Equity Markets, LP
  10. Aegis Capital Corp.
  11. North American Clearing Corp.
  12. Biltmore International Corp.
  13. Domestic Securities, Inc.
  14. William V. Frankel & Co.
  15. Hudson Securities Inc.
  16. Maxim Group LLC
  17. Strerne Agee Capital Markets Inc.
  18. STC Securities Corp.
  19. Tradition Asiel Securities Inc.
  20. The Vertical Group Inc.
  21. vFinance Investments
  22. Natexis Bleichroeder, Inc.

Google, Amazon.com, Microsoft and other popular NASDAQ Stocks can not post a better list of Market Makers than Kenilworth. They are on NASDAQ and Kenilworth trades on the Pink Sheets at $0.16 per share. I leave the prospect for Roulabette™ and Kenilworth to each and everyone’s own imagination and decision.

See you at the Shareholders’ Meeting on September 13, 2005.

Sincerely,

KENILWORTH SYSTEMS CORPORATION

Herbert Lindo, Chairman

 


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