UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended: March 31, 2011

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ___________.

For the quarterly period ended: September 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________.

Commission File No.: 0-20726

Kent International Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	20-4888864
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

~~5305~~7501 ~~Miramar~~Tillman ~~Lane~~Hill Road, Colleyville, Texas 76034

(Address of principal executive offices)

(682) 738-8011

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x X No o_____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes o ____ No o_____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer o ___ Accelerated filer o ___ Non-accelerated filer o ___ Smaller reporting company x X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X

~~Yes~~Indicate ~~o No~~the xnumber of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: As of April 29, 2011, the issuer had 3,555,488 shares of its common stock, par value $.002 per share, outstanding.

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: As of November 1, 2010, the issuer had 3,555,488 shares of its common stock, par value $.002 per share, outstanding.

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

For The Quarterly Period Ended ~~September~~March 3031, ~~2010~~2011

Table of Contents

PART I. FINANCIAL INFORMATION

	Page
	Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	3

Consolidated Statements of Operations
Three Months Ended March 31, 2011 and 2010	4

Consolidated Statements of Cash Flows
Three Months Ended March 31, 2011 and 2010	5

Notes to Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.Quantitative and Qualitative Disclosure About Market Risk	13

Item 4. Controls and Procedures	14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1a. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3. Defaults Upon Senior Securities	14

Item 4. Reserved	15

Item 5. Other Information	15

Item 6. Exhibits	15

Signatures	16

	Page Number
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	3
Consolidated Statements of Operations Three and Nine Months Ended September 30, 2010	4
Consolidated Statements of Cash Flows Nine Months Ended September 30, 2010 and 2009	5
Notes to Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosure About Market Risk	11
Item 4. Controls and Procedures	11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	12
Item 1a. Risk Factors	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults Upon Senior Securities	12
Item 4. Submission of Matters to a Vote of Security Holders	12
Item 5. Other Information	12
Item 6. Exhibits	12
Signatures	13

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS	September 30, 2010 (Unaudited)			December 31, 2009
	March 31, 2011 (Unaudited)			December 31, 2010
Current Assets:
ASSETS
Cash and cash equivalents	$	95,~~637~~083,~~984~~233		$	9,~~924~~555,~~385~~369
Prepaid expenses and other current assets		12,472			8,466
Accounts receivable		62,924
Total current assets		9,650,456			9,932,851
Prepaid expenses and other current assets		15,063			10,618
Real estate assets:
Land		1,280,000
Building and improvements (net of accumulated depreciation of $3,617 and $0)		1,656,062
Intangible assets (net of accumulated amortization of $7,562 and $0)		2,146,934
Other assets		5,500			5,500
Total assets	$	910,~~655~~249,~~956~~716		$	9,~~938~~571,~~351~~487
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Liabilities:
Accounts payable and accrued expenses	$	2857,~~629~~433		$	4226,~~827~~217
Below market lease value acquired (net of accumulated amortization of $1,755 and $0)		767,420
Total liabilities		824,853			26,217
Stockholders' equity:
Preferred stock, $.002 par value 2,000,000 shares authorized; none outstanding		-			-
Preferred stock, $.002 par value; 2,000,000 shares authorized; none outstanding		-			-
Common stock, $.002 par value 10,000,000 shares authorized; 3,555,488 shares issued and outstanding		7,111			7,111
Common stock, $.002 par value; 10,000,000 shares authorized; 3,555,488 shares issued and outstanding		7,111			7,111
Additional paid-in capital		99,~~369~~373,~~029~~422			99,~~362~~371,~~439~~226
Accumulated deficit		(89,~~748~~955,~~813~~670	)		(89,~~474~~833,~~026~~067	)
Total stockholders' equity		9,~~627~~424,~~327~~863			9,~~895~~545,~~524~~270
Total liabilities and stockholders' equity	$	910,~~655~~249,~~956~~716		$	9,~~938~~571,~~351~~487

See accompanying notes to consolidated financial statements.

Table of Contents

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2010			2009			2010			2009
	2011			2010
Revenues:
Interest	$	3,159		$	4,143		$	6,609		$	14,598
Rental Income	$	21,564
Other income					2,500			625			2,500
Tenant reimbursement		489
Total revenues		3,159			6,643			7,234			17,098
Other income		120		$	625
Expenses:
Total revenues		22,173			625
General and administrative		86,977			127,533			280,932			330,867
Expenses:
Loss before income taxes		(83,818	)		(120,890	)		(273,698	)		(313,769	)
Operating and maintenance expenses		3,610
Provision for income taxes					1,069			1,089			1,069
Property taxes and insurance		1,920
Net loss	$	(83,818	)	$	(121,959	)	$	(274,787	)	$	(314,838	)
General and administrative expenses		130,789			106,690
Basic and diluted net loss per common share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.09	)
Depreciation and amortization		11,179
Basic and diluted weighted average number of common shares outstanding		3,555,488			3,555,488			3,555,488			3,555,488
Total expenses		147,498			106,690
Loss before other income (expense)		(125,325	)		(106,065	)
Other income (expense)
Interest revenue		2,921			830
Loss before income taxes		(122,404	)		(105,235	)
Provision for income taxes		199			770
Net loss	$	(122,603	)	$	(106,005	)
Basic net loss per common share	$	(0.03	)	$	(0.03	)
Basic weighted average number of common
Common shares outstanding		3,555,488			3,555,488

See accompanying notes to consolidated financial statements.

Table of Contents

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2010			2009
	2011			2010
Cash flows from operating activities:
Net loss	$	(~~274~~122,~~787~~603	)	$	(~~314~~106,~~838~~005	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		62,~~590~~196			62,~~590~~197
Depreciation and amortization		11,179
Amortization of below market rate lease		(1,755	)
Changes in operating assets and liabilities:
Interest receivable on short-term investments					1,125
Accounts receivable		(62,924	)		(625	)
Prepaid expenses and other current assets		(4,~~006~~445	)		(64,~~111~~065	)
Accounts payable and accrued expenses		~~(14~~31,~~198~~216	)		222,~~523~~297
Net cash used in operating activities		(~~286~~147,~~401~~136	)		(~~290~~98,~~711~~071	)
Cash flows from investing activities:
Sales and maturities of short-term investments					10,089,167
Acquisition of land, buildings and improvements		(4,325,000	)
Net cash provided by investing activities		-			10,089,167
Net cash used in investing activities		(4,325,000	)		-
Net increase in cash and cash equivalents		(286,401	)		9,798,456
Net decrease in cash and cash equivalents		(4,472,136	)		(98,071	)
Cash and cash equivalents at beginning of period		9,~~924~~555,~~385~~369			~~290~~9,~~880~~924,385
Cash and cash equivalents at end of period	$	95,~~637~~083,~~984~~233		$	109,~~089~~826,~~336~~314
Supplemental disclosure of cash flow information:
Cash paid for:
Taxes	$	~~1,089~~199		$	~~1,069~~770

See accompanying notes to consolidated financial statements.

Table of Contents

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

(Unaudited)

NOTE 1 - Basis of Presentation

The accompanying unaudited financial statements of Kent International Holdings, Inc. and its subsidiaries (“Kent International” or the “Company”) reflect all material adjustments consisting of only normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2009~~2010 as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 are not necessarily indicative of the results to be expected for the entire year or for any other period.

NOTE 2 - Principles of Consolidation

The consolidated financial statements include the accounts of Kent International, ~~and~~ its ~~81%~~wholly ~~subsidiary,~~owned ~~ChinaUSPals~~subsidiaries Kent Capital, Inc. and Kent Texas Properties, LLC and its ~~wholly~~81% ~~owned~~ subsidiary, ~~Kent Capital~~ChinaUSPals, Inc. Intercompany balances and transactions between the Company and its subsidiaries have been eliminated.

NOTE 3 - ~~Related Party Transactions~~Business

AOn ~~monthly~~March ~~management~~22, ~~fee~~2011, ofthe ~~$21~~Company,~~000~~ isthrough ~~paid~~a towholly owned subsidiary Kent ~~Financial~~Texas ~~Services~~Properties, ~~Inc.~~LLC (“~~Kent~~KTP”), aacquired ~~Nevada~~the ~~corporation,~~land ~~for~~and ~~management~~improvements ~~services. These~~located ~~services~~at ~~include,~~4211 ~~among~~Cedar ~~other~~Springs ~~things,~~Road ~~periodic~~(the ~~and~~“Property”) ~~other~~in ~~filings~~Dallas, ~~with~~Texas. The ~~the~~Property ~~Securities~~was ~~and~~purchased ~~Exchange~~for ~~Commission~~$4,325,000 ~~evaluating~~in ~~merger~~cash, ~~and~~exclusive ~~acquisition~~of ~~proposals~~closing costs, ~~internal~~from ~~accounting~~a ~~and~~private ~~shareholder relations~~seller. ~~This~~The ~~arrangement~~Property ~~may~~is bea ~~terminated~~39,829 atsquare ~~will~~foot byoffice ~~either~~building ~~party. Kent~~that ~~was~~is ~~the beneficial owner of approximately 53.44~~100% ofleased to the ~~Company’s~~General ~~outstanding~~Services ~~common~~Administration ~~stock~~(GSA). Commencing atwith ~~September~~this 30purchase, ~~2010. Paul~~the O.Company ~~Koether,~~is ~~Chairman~~operating ofas ~~the~~a ~~Company~~full isservice ~~also~~real ~~the~~estate ~~Chairman~~corporation ofthat ~~Kent~~owns and ~~the~~operates ~~beneficial~~an ~~owner~~income ofproducing orproperty. We ~~authorized~~will ~~proxy~~look ~~for~~to ~~approximately~~opportunistically ~~61.58%~~acquire ofadditional ~~Kent’s~~properties, ~~outstanding~~primarily ~~common~~in ~~stock. Bryan~~the P.Dallas/Fort ~~Healey~~Worth area; however, ~~Chief~~we ~~Financial~~will ~~Officer~~not ~~and~~limit ~~Director~~our ofsearch ~~the~~to ~~Company~~that ismarket. Alternatively, management will also ~~the~~continue ~~Chief~~to ~~Financial~~pursue ~~Officer~~other ~~and~~acquisition aopportunities ~~Director~~that ofoffer ~~Kent~~potentially asprofitable ~~well~~uses asfor the ~~son-in-law~~Company’s ofavailable ~~Paul O~~capital. ~~Koether.~~

The Company’s general investment strategy shall be to make investments in real properties that offer attractive current yields with, in some cases, potential for capital appreciation. We may buy these properties directly, through joint ventures, or as general partner in limited partnerships utilizing funds raised from accredited investors.

~~Table~~In 2009 the Company’s subsidiary, Kent Capital, Inc., registered with the Financial Industry Regulatory Authority (FINRA), and began business as a securities broker-dealer. Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of ~~Contents~~the United States and those of the People’s Republic of China.

NOTE 4 -– ~~Common~~Summary ~~Stock~~of Significant Accounting Policies

In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations. This program has no expiration date. No shares were repurchased during the quarters ended September 30, 2010 and 2009. At September 30, 2010, there were 121,068 shares remaining authorized for repurchase under the program. All shares repurchased were returned to the status of authorized but unissued shares.Acquisitions

~~NOTE~~Upon 5acquisition of wholly-owned ~~Basic~~properties or joint venture investments that are less than wholly-owned, but which we control or for which we are the primary beneficiary, the assets and ~~Diluted~~liabilities ~~Net~~purchased ~~Loss~~are ~~Per~~recorded ~~Share~~at their fair market value at the date of the acquisition using the acquisition method in accordance with FASB ASC Topic 805 Business Combinations. We recognize the net tangible and identified intangible assets based on fair values (including land, buildings, tenant improvements, acquired above and below market leases and the origination cost of acquired in-place leases) and acquired liabilities. The intangible assets recorded are amortized over the weighted average lease lives. We identify any above or below market leases or customer relationship intangibles that exist at the acquisition date. We recognize mortgages and other liabilities at fair market value at the date of the acquisition. We utilize an independent appraiser to assess fair value based on estimated cash flow projections for the tangible assets acquired that utilize discount and capitalization rates deemed appropriate and available market information. We expense acquisition costs as incurred.

~~Basic~~Revenue loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options.Recognition

WeRental ~~have~~income ~~excluded~~is ~~40,000~~recognized ~~and~~when ~~120,000~~earned. As ~~Common~~the ~~Stock~~GSA ~~options~~lease ~~from~~provides for the ~~calculation~~payment of ~~diluted~~monthly ~~loss~~rental ~~per~~in ~~share~~arrears, a receivable is recorded at the end of each month for the ~~quarters~~previous ~~ended~~month’s ~~September~~rent. Any ~~30,~~above ~~2010~~or ~~and~~below ~~2009,~~market ~~respectively,~~leases ~~which,~~acquired ifare ~~included,~~amortized ~~would~~over ~~have~~the lease lives and recorded as an ~~antidilutive~~increase ~~effect~~or decrease to rental revenue.

~~NOTE~~Repairs 6and ~~- Stock Options Plans~~Maintenance

~~Kent~~Repairs ~~International has issued certain common stock options to its employees, directors~~ and ~~consultants. At~~maintenance ~~September~~costs ~~30,~~are ~~2010~~expensed ~~and~~as ~~December~~incurred ~~31,~~while ~~2009,~~significant ~~Kent International had 100~~improvements,~~000~~ ~~and~~renovations ~~200,000 common stock options outstanding, respectively,~~ and ~~none~~replacements ~~were~~are ~~issued during the three months ended September 30, 2010~~capitalized.

~~NOTE~~Property 7and ~~- Net Operating Loss Carryforwards~~Depreciation

~~As of December 31~~Land, ~~2009,~~buildings Kent International had approximately $39.7 million of net operating loss carryforwards (“NOL”) for income tax purposes. In addition, Kent International has approximately $1.25 million of research and ~~development~~amenities ~~and~~are ~~foreign~~stated ~~tax~~at ~~credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax~~cost. ~~The~~Depreciation ~~NOL’s and tax credit carryforwards expire in various years from 2010 through 2028. Kent International’s use of operating loss carryforwards and tax credit carryforwards~~ is ~~subject~~computed tousing ~~limitations imposed by~~ the ~~Internal~~straight-line ~~Revenue~~method ~~Code. Management~~over ~~believes that~~ the ~~deferred~~estimated ~~tax~~useful ~~assets~~lives as of ~~September~~the 30assets, ~~2010~~which doare ~~not~~generally ~~satisfy~~5-30 ~~the~~years ~~realization~~for ~~criteria~~land ~~set~~improvements, ~~forth~~7-30 inyears ~~United~~for ~~States~~buildings ~~accounting~~and ~~standards~~improvements and ~~has~~5-30 ~~recorded~~years ~~a valuation allowance~~ for ~~the entire net tax asset~~amenities. ByTenant ~~recording~~improvements aare ~~valuation~~generally ~~allowance~~depreciated ~~for~~over the ~~entire~~life ~~amount~~ of ~~future tax benefits,~~ the ~~Company~~initial ~~has~~or ~~not~~renewal ~~recognized~~term aof ~~deferred~~the ~~tax~~respective ~~benefit~~tenant ~~for income taxes in its statements of operations~~lease.

~~NOTE~~FASB 8ASC Topic 360 Property, Plant and Equipment specifies circumstances in which certain long-lived ~~Stock~~assets ~~Based~~must ~~Compensation~~be ~~Expense~~reviewed for impairment. If the carrying amount of an asset exceeds the sum of its expected future cash flows, the asset’s carrying value must be written down to fair value. In determining the value of an investment property and whether the investment property is impaired, management considers several factors such as projected rental and vacancy rates, property operating expenses, capital expenditures and interest rates. The capitalization rate used to determine property valuation is based on the market in which the investment property is located, length of leases, tenant financial strength, the economy in general, demographics, environment, property location, visibility, age and physical condition among others. All of these factors are considered by management in determining the value of any particular investment property. The value of any particular investment property is sensitive to the actual results of any of these factors, either individually or taken as a whole. If the actual results differ from management’s judgment, the valuation could be negatively or positively affected.

The Company records compensation cost relating to share-based payment transactions in the financial statements. The compensation cost is measured based on the fair value of the equity or liability instruments issued.

~~Table~~Stock ofBased ~~Contents~~Compensation Expense

~~NOTE~~The 9Company records compensation cost relating to share-based ~~Subsequent~~payment ~~Events~~transactions in the financial statements. The compensation cost is measured based on the fair value of the equity or liability instruments issued.

~~Subsequent~~NOTE ~~events~~5 ~~were~~– ~~evaluated~~Reclassifications asin of the ~~day~~Preparation ~~the~~of ~~financial~~Financial ~~statements were issued.~~Statements

Certain reclassifications have been made to the prior period financial statements to conform with March 31, 2011 classifications. These reclassifications did not have any impact on the related financial statement line items and had no effect on previously reported operating results.

NOTE 6 – Real Estate and Related Assets

The acquisition of the Property on March 22, 2011 was recorded as follows:

	Allocated Value			Depreciable Life in Years

Land	$	1,280,000
Buildings		1,130,292		20
Improvements		529,387		7
Leases in place value		1,624,052		7
Unamortized tenant improvement allowances		530,444		12
Below market lease value acquired		(769,175	)	12

	$	4,325,000

Depreciation and amortization expense was $11,179 for the quarter ended March 31, 2011. $1,755 in capitalized below market rents were amortized as an increase to rental income during the quarter ended March 31, 2011.

The Property is 100% leased to the General Services Administration (GSA) of the United States pursuant to a lease dated January 9, 2006. The initial term of the GSA lease runs from January 18, 2008 until January 18, 2018 with an optional five year renewal period from January 2018 to January 2023. The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances. The base rent during the renewal term is $623,365. Although the Company is responsible for Property operating expenses, the lease includes a provision for reimbursement of certain operating expenses that exceed a baseline. This base is subject to annual adjustment based on the Cost of Living Index (COLI).

NOTE 7 - Related Party Transactions

A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services. These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations. This arrangement may be terminated at will by either party. Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at March 31, 2011. Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for approximately 62.31% of Kent’s outstanding common stock. Bryan P. Healey, Chief Financial Officer and Director of the Company is also the Chief Financial Officer and a Director of Kent as well as the son-in-law of Paul O. Koether.

NOTE 8 - Common Stock

In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations. This program has no expiration date. No shares were repurchased during the quarters ended March 31, 2011 and 2010. At March 31, 2011, there were 121,068 shares remaining authorized for repurchase under the program. All shares repurchased were returned to the status of authorized but unissued shares.

NOTE 9 - Basic and Diluted Net Loss Per Share

Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options.

We have excluded 40,000 and 120,000 Common Stock options from the calculation of diluted loss per share for the quarters ended March 31, 2011 and 2010, respectively, which, if included, would have an antidilutive effect.

NOTE 10 - Stock Options Plans

Kent International has issued certain common stock options to its employees, directors and consultants. At March 31, 2011 and December 31, 2010, Kent International had 100,000 and 100,000 common stock options outstanding, respectively, and none were issued during the three months ended March 31, 2011.

NOTE 11 – Net Operating Loss Carryforwards

As of December 31, 2010, Kent International had approximately $26.5 million of net operating loss carryforwards (“NOL”) for income tax purposes. In addition, Kent International has approximately $290 thousand of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax. The NOLs and tax credit carryforwards expire in various years from 2011 through 2030. Kent International’s use of operating loss carryforwards and tax credit carryforwards is subject to limitations imposed by the Internal Revenue Code. Management believes that the deferred tax assets as of March 31, 2011 do not satisfy realization criteria and has recorded a valuation allowance for the entire net tax asset. By recording a valuation allowance for the entire amount of future tax benefits, the Company has not recognized a deferred tax benefit for income taxes in its statements of operations.

NOTE 12 – Subsequent Events

On April 25, 2011 the Company provided a $321,790 first mortgage loan to a private real estate developer for the purchase of a foreclosed residential property in Southlake, Texas. The real estate note from the real estate developer to the Company is for a maximum term of twenty-six (26) months and is structured as an interest only, participating mortgage. The stated interest rate is ten percent (10%) for the first fourteen (14) months and twelve percent (12%) for the final twelve (12) months of the term. The Company is also entitled to 20% of any profits realized from the sale of the property.

Subsequent events were evaluated through the date the financial statements were issued.

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009~~2010 as well as the Company’s financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Statements in this report relating to future plans, projections, events or conditions are forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those described. The Company expressly disclaims any obligation or undertaking to update these statements in the future.

Business Activities

~~One~~On ~~aspect~~March of22, ~~Kent~~2011, ~~International’s~~the ~~business~~Company, ~~plan~~through ~~is to serve as~~ a ~~vehicle~~wholly ~~for~~owned ~~the~~subsidiary ~~acquisition~~Kent ofTexas orProperties, ~~merger~~LLC ~~or consolidation with another company~~ (~~a ‘‘target business’’~~“KTP”)~~. We intend to use our available working capital~~, ~~capital~~acquired ~~stock,~~the ~~debt~~land orand aimprovements ~~combination~~located ofat ~~these~~4211 toCedar ~~effect~~Springs aRoad ~~business~~(the ~~combination~~“Property”) ~~with~~in aDallas, ~~target business which we believe has growth potential~~Texas. The ~~business~~property ~~combination~~was ~~may~~purchased befrom ~~with~~4211 aCedar ~~financially~~Springs ~~stable~~Road Partners, ~~mature~~an ~~company~~entity orwith ~~a company that is in its early stages of development or growth,~~ which ~~could~~the ~~include~~Company ~~companies seeking to obtain capital~~ and toits ~~improve~~affiliates ~~their~~had ~~financial~~no ~~stability. We~~prior ~~will not restrict our search to any particular industry~~relationship. ~~Rather,~~Commencing wewith ~~may~~this ~~investigate businesses of essentially any kind or nature and participate in any type of business that may~~purchase, ~~in our management’s opinion, meet our business objectives as described in this report. We emphasize that~~ the ~~description~~Company ~~in this report of our business objectives~~ is ~~extremely~~operating ~~general~~as ~~and~~a isfull ~~not~~service ~~meant~~real toestate ~~restrict~~corporation ~~the~~that ~~discretion~~owns ~~of our management to search for~~ and ~~enter~~operates ~~into~~income ~~potential~~producing ~~business opportunities~~properties. We ~~have not chosen the particular business in which we~~ will ~~engage~~look ~~and have not conducted any market studies with respect~~ to ~~any~~opportunistically ~~business~~acquire oradditional ~~industry~~properties, ~~for~~primarily ~~you to evaluate the possible merits or risks of the target business or the particular industry~~ in ~~which we may ultimately operate. To~~ the ~~extent~~Dallas/Fort weWorth ~~enter~~area; ~~into a business combination with a financially unstable company or an entity in its early stage of development or growth~~however, ~~including entities without established records of sales or earnings,~~ we will ~~become~~not ~~subject~~limit toour ~~numerous~~search ~~risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition,~~ to ~~the extent~~ that ~~we effect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry~~market. AnWe ~~extremely~~will ~~high~~compete ~~level~~for ofthese ~~risk~~opportunities ~~frequently~~with ~~characterizes~~small ~~certain~~private ~~industries~~real ~~that~~estate ~~experience~~companies ~~rapid~~and ~~growth~~investors. ~~In addition~~Alternatively, ~~although~~management we will ~~endeavor~~also continue to ~~evaluate~~pursue ~~the~~other ~~risks~~acquisition ~~inherent~~opportunities ~~in a particular industry or target business, we cannot assure you~~ that weoffer ~~will~~potentially ~~properly~~profitable ~~ascertain~~uses orfor ~~assess~~the ~~all~~Company’s ~~significant~~available ~~risk factors~~capital.

~~Additionally,~~The Company’s ~~wholly~~general ~~owned~~investment ~~subsidiary,~~strategy ~~Kent~~shall ~~Capital,~~be ~~Inc.~~to ~~(“Kent~~make ~~Capital”),~~investments isin areal ~~securities~~properties ~~broker-dealer. Kent~~that ~~Capital’s~~offer ~~membership~~attractive ~~agreement~~current ~~with~~yields ~~the Financial Industry Regulatory Authority (FINRA) allows it to operate under three business lines; Private Placements~~with, ~~Real Estate Syndication and Trading Securities for Our Own Account. The Company intends to operate the broker dealer~~ in ansome ~~attempt to generate revenue and earnings. However~~cases, ~~management~~potential ~~will continue to pursue merger or acquisition opportunities that offer potentially profitable uses~~ for ~~the Company’s available~~ capital ~~as discussed above~~appreciation. ~~The~~We ~~Company’s~~may ~~initial~~buy ~~investment~~these inproperties ~~Kent Capital was $350~~directly,~~000,~~ ~~with~~through ~~the~~joint ~~potential to increase the investment to $2~~ventures,~~500,000~~ or ~~more~~as ~~within~~general ~~the~~partner ~~next~~in ~~year,~~limited ~~depending~~partnerships onutilizing ~~the~~funds ~~prospects~~raised ~~for~~from ~~potential~~accredited ~~return on the investment~~investors.

810

~~Table~~We believe that the current economic climate together with a restriction in credit available to would be purchasers of ~~Contents~~real estate will enable Kent International to acquire properties at favorable prices by funding the purchases with cash on hand. We would then attempt to obtain a mortgage loan on said properties after closing thereby replenishing our cash on hand. We are currently reviewing opportunities to obtain a commercial mortgage loan meant to refinance our purchase of 4211 Cedar Springs; however, we have not yet made a formal application for a mortgage and are uncertain whether any mortgage will be approved or what terms may be offered.

~~Kent International also operates a niche social networking website~~Additionally, ~~www.ChinaUSPals.com, designed to promote cultural exchange between~~ the ~~citizens of the United States and those of the People~~Company’s ~~Republic~~wholly ofowned ~~China. Membership~~subsidiary, toKent ~~the~~Capital, ~~site~~Inc. is(“Kent ~~free~~Capital”), ~~thus,~~is ~~any~~a ~~potential~~securities ~~revenues will be derived from advertisements placed on the site by third parties~~broker-dealer. ~~The~~Kent ~~site~~Capital’s ~~provides~~membership ~~users~~agreement with ~~access to other users’ personal profiles and enables~~ the ~~user~~Financial toIndustry ~~send~~Regulatory ~~messages~~Authority to(FINRA) ~~other~~allows ~~registered~~it ~~users of similar interests in order~~ to ~~develop~~operate ~~lasting~~under ~~friendships~~three orbusiness ~~simply~~lines; ~~attain~~Private aPlacements, ~~pen~~Real ~~pal. ChinaUSPals.com~~Estate ~~also~~Syndication ~~features user generated discussion forums~~ and ~~blogs~~Trading asSecurities ~~well~~for asOur ~~user~~Own ~~submitted videos and pictures~~Account. The ~~site~~Company ~~was~~plans ~~redesigned~~operate ~~in preparation for~~ the ~~2008~~broker ~~Olympics~~dealer ~~and~~in ~~re-launched~~conjunction onwith ~~August~~our 6,real ~~2008. Since~~estate ~~then, site membership has grown to over 6,400 members from the approximately 150 members prior to the redesign~~operations.

Kent International ~~faces~~also ~~the~~operates ~~risk~~a ~~that~~niche ~~our~~social networking website, ~~will~~www.ChinaUSPals.com, ~~not~~designed beto ~~viewable~~promote incultural ~~China~~exchange orbetween ~~will~~the becitizens ~~deliberately~~of ~~blocked~~the byUnited ~~the~~States ~~government~~and those of the People’s Republic of China. ~~Internet~~Membership ~~usage~~to ~~and~~the ~~content~~site ~~are~~is ~~heavily~~free, ~~regulated~~thus, inany ~~China~~potential ~~and~~revenues ~~compliance~~will ~~with~~be ~~these~~derived ~~laws~~from ~~and~~advertisements ~~regulations~~placed ~~may~~on ~~cause~~the ussite toby ~~change~~third orparties. The ~~limit~~site ~~our~~provides ~~business~~users ~~practices~~with inaccess ~~a manner adverse~~ to ~~our~~other ~~business. While~~users’ ~~management~~personal ~~had~~profiles ~~been~~and ~~encouraged~~enables by the ~~membership~~user ~~and~~to ~~traffic~~send ~~growth~~messages ~~since~~to ~~the~~other ~~redesign,~~registered ~~membership~~users ~~growth~~of ~~has~~similar ~~dramatically~~interests ~~declined~~ in ~~the~~order ~~past six months. Accordingly, the Company is reviewing strategic options available~~ to ~~ChinaUSPals.com~~develop ~~including~~lasting ~~selling~~friendships ~~the site~~ or ~~shutting~~simply ~~down~~attain ~~the~~a ~~site’s~~pen ~~operations~~pal. ~~The~~ChinaUSPals.com ~~Company~~also ~~has~~features ~~ceased~~user ~~all~~generated ~~paid~~discussion ~~advertising~~forums ~~for~~and ~~the~~blogs ~~site~~as inwell ~~order~~as touser ~~minimize~~submitted ~~operational~~videos ~~costs~~and pictures.

Kent International faces the risk that our website will not be viewable in China or will be deliberately blocked by the government of the People’s Republic of China. Internet usage and content are heavily regulated in China and compliance with these laws and regulations may cause us to change or limit our business practices in a manner adverse to our business. Membership growth dramatically declined at the end of 2009 and remained relatively flat in 2010. Accordingly, the Company is reviewing strategic options available to ChinaUSPals.com including selling the site or shutting down the site’s operations. The Company has ceased all paid advertising for the site in order to minimize operational costs.

The Company does not expect that these activities will generate any significant revenues for an indefinite period as these efforts are in their early stages. As a result, these programs may produce significant losses until such time as meaningful revenues are achieved.

Results of Operations

Kent International had a net loss of $83122,~~818~~603, or $.03 basic and fully diluted loss per share, for the quarter ended ~~September~~March 3031, ~~2010~~2011, compared to a net loss of $~~121~~106,~~959~~005, or $0.0403 basic and fully diluted loss per share, for the quarter ended ~~September~~March 3031, ~~2009. Kent International had a net loss of $274,787, or $.08 basic and fully diluted loss per share, for the nine months ended September 30,~~ 2010 ~~compared to a net loss of $314,838, or $0~~.~~09 basic and fully diluted loss per share, for the same period of 2009.~~ The ~~decreases~~increase in the net ~~losses~~loss ~~occurred,~~was ~~despite~~caused ~~decreased~~primarily ~~interest~~by ~~revenue~~the indue ~~2010,~~diligence ~~because in 2009 we incurred consulting~~ and ~~due~~closing ~~diligence~~costs ~~expenses~~ related to athe ~~proposed~~ acquisition ~~that~~of ~~was~~the ~~terminated~~Property ~~prior~~on toMarch ~~closing. No~~22, ~~comparable expenses were incurred in 2010~~2011.

Property Revenues

~~Interest~~The ~~revenue~~Property ~~decreased~~located toat 4211 Cedar Springs Road generated $321,~~159~~564 ~~for~~in rental income and $489 in expense reimbursements during the ~~three~~period ~~months~~from ~~ended~~the ~~September~~acquisition ~~30,~~on ~~2010~~March 22, ~~from~~2011 $4to March 31,~~143~~ ~~for~~2011, ~~the~~all ~~three~~from ~~months~~the ~~ended~~General ~~September~~Services ~~30,~~Administration ~~2009~~(GSA). ~~For~~The initial term of the ~~nine~~GSA ~~months~~lease ~~ended~~runs ~~September~~until ~~30,~~January ~~2010~~18, ~~interest~~2018 ~~revenue~~with ~~decreased~~an tooptional ~~$6,609~~five ~~from~~year ~~$14,598~~renewal ~~for~~period ~~the~~from ~~nine~~January ~~months~~2018 ~~ended~~to ~~September~~January ~~30, 2009~~2023. AThe ~~decrease~~base inrent during the ~~yield~~initial ~~on short-~~term ~~investments~~is $746,464 annually and ~~cash~~includes ~~equivalents~~a ~~from~~provision ~~0.2%~~of to$123,099 ~~0.12%~~annually ~~was~~for the ~~primary~~reimbursement ~~reason~~of ~~for~~tenant improvement allowances. The base rent during the ~~decreases~~renewal term is $623,365.

911

~~Table~~The lease rate includes an operating expense base of ~~Contents~~$187,206 annually (excluding property taxes) and a real estate tax base of $70,189. The base year operating expenses are adjusted annually via the Cost of Living Index (COLI) and the GSA is responsible for any increases over the adjusted base year expenses. This calculation is expected to generate an expense reimbursement of approximately $6,500 in 2011. In theory, a decrease in the COLI could result in a negative adjustment to base year expenses and thus, a decrease in reimbursed expenses.

~~Expenses~~Interest Income

~~General~~Interest ~~and~~income ~~administrative~~increased ~~expenses~~to ~~were~~ $862,~~977~~921 ~~and~~for ~~$280,932 in~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011, ~~compared~~from to $~~127,533~~830 ~~and~~for ~~$330,867 in~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2009, decreases of $40,556 and $49,935, respectively~~2010. ~~The~~A ~~decreases~~minor ~~were~~increase ~~primarily~~in ~~attributable to~~ the ~~$39,500~~yield inon ~~consulting~~short-term investments and ~~due~~cash ~~diligence~~equivalents ~~expenses~~from ~~incurred~~0.11% ~~in 2009 related~~ to a0.15% ~~proposed acquisition that~~ was ~~terminated prior to closing. In 2010 we also incurred $9,000 less in consulting expenses related to~~ the ~~licensing~~primary ofreason ~~Kent~~for ~~Capital, Inc. and $20,421 less in expenses related to~~ the ~~operation of ChinaUSPals~~increase.~~com.~~

General and Administrative Expenses

General and administrative expenses were $130,789 in the three months ended March 31, 2011, compared to $106,690 in the three months ended March 31, 2011, an increase of $24,099. The increase was primarily attributable to the $21,131 in consulting, due diligence and closing expenses incurred in 2011 related to the acquisition of the Property. We also incurred approximately $6,800 in consulting and due diligence expenses related to other potential transactions that we are exploring.

The Company pays a monthly management fee of $21,000 to Kent Financial Services, Inc., a principal shareholder. The management services provided include the services of the Company’s executive officers, who are employees of Kent Financial Services, as well as expenses incurred in connection with periodic and other filings with the Securities and Exchange Commission, internal accounting and shareholder relations.

Property Expenses

The Company incurred $16,709 in expenses related to the operations of the Property during the quarter ended March 31, 2011. These expenses included approximately $1,920 in property taxes and $11,179 in Depreciation and amortization expense for the quarter ended March 31, 2011. Other major expense categories include utilities (electricity, water, sewer, trash removal, and telephone), building maintenance (HVAC, plumbing, window washing, elevator and janitorial), and grounds maintenance (landscaping and irrigation). The Company shall review these expenses to determine if there are any areas of savings. We cannot be certain that the expenses we incur in operating the property will not increase.

As discussed above, the GSA lease includes provisions for expense reimbursements in excess of baseline expenses as adjusted by the COLI. Our estimate, however, is that the expense reimbursement will not exceed $6,500 during 2011. Significant expenses that are not explicitly subject to reimbursement by the GSA are property insurance, alarm monitoring, telephone, and management fees. As the provision of these services is all subject to intense competition, we do not anticipate meaningful increases.

Expenses such as electricity, water, cleaning, trash removal and landscaping are subject to GSA reimbursement to the extent that they increase, in the aggregate, above the baseline of $187,206 fixed in the GSA lease. Although most of these expenses do not seem to materially increase from year to year, electricity billing rates are very volatile and may increase well in excess of the COLI in any given year. We would therefore be responsible for monitoring the Property expenses against the baseline expenses to insure proper billing. Should the COLI increase rapidly or in excess of the increase in operating expenses, our ability to obtain reimbursement will be affected.

The Company has entered into various service contracts in conjunction with the acquisition of the Property including a temporary management contract, elevator, landscaping and HVAC maintenance, janitorial services, alarm monitoring, and waste removal. These contracts include termination provisions and are not considered long term obligations.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2010~~2011, the Company had cash and cash equivalents of $95,~~637~~083,~~984~~233. Cash and cash equivalents consist of cash held in banks and brokerage firms and U.S. Treasury bills with a maturity of 3 months or less. Working capital at ~~September~~March 3031, ~~2010~~2011 was approximately $95.~~622~~104 million. ~~Management~~We ~~believes~~are ~~its~~actively ~~cash,~~pursuing ~~cash~~a ~~equivalents~~commercial ~~and~~mortgage ~~short-term~~loan ~~investments~~on ~~are~~the ~~sufficient~~Property ~~for~~at ~~its~~prevailing ~~operations~~terms in order to free up working capital for additional acquisitions; however, at ~~least~~this ~~the~~time ~~next~~we ~~twelve~~are ~~months~~uncertain ~~and~~whether ~~for~~any mortgage will be approved or what terms may be offered. Although the ~~costs~~Company ofdoes ~~seeking~~not anhave ~~acquisition~~any ofestablished banking relationships or ~~starting~~other ansources ~~operating~~of liquidity, management believes its cash and cash equivalents are sufficient for its business activities for at least the next 12 months and for making additional acquisitions.

Net cash of $~~286~~147,~~401~~136 was used in operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011, aan ~~decrease~~increase of $449,~~310~~065 from the $~~290~~98,~~711~~071 used in operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010. Net cash used in operations for the periods was the result of the net losses for the periods coupled with the changes in operating assets and liabilities. The ~~decrease~~increase in net cash used in operations was largely the result of ~~the~~acquisition ~~timing~~related ofexpenses ~~payments~~as ~~for~~discussed ~~accounts payable and not an indication of increasing or decreasing expenses~~above.

~~There~~The ~~were~~Company noutilized ~~cash~~$4,325,000 ~~flows~~during ~~from~~the ~~either~~three ~~investing~~months orending ~~financing~~March ~~activities~~31, ~~reported~~2011 ~~during~~for the ~~nine~~acquisition ~~month~~of ~~period~~the ~~ending~~Property ~~September~~(exclusive ~~30,~~of ~~2010~~due diligence and ~~$10~~closing costs) located at 4211 Cedar Springs Road,~~089,167~~ inDallas. There were no cash flows from investing activities reported during the ~~nine~~same ~~month~~ period ~~ending~~in ~~September~~2010. As ~~30,~~of ~~2009~~March ~~related~~31, to2011 the ~~maturity~~Company ofhad ~~short-term~~no ~~investments~~commitments for capital expenditures.

~~Factors~~There ~~That~~were ~~May~~no ~~Affect~~cash ~~Future~~flows ~~Results~~from financing activities reported during the three month periods ending March 31, 2011 and 2010.

Future earnings of the Company are dependent on interest rates earned on the Company’s invested balances, revenues generated at Kent Capital and expenses incurred. Kent International expects to incur significant expenses in connection with its objective of redeploying its assets into an operating business, including its broker/dealer subsidiary, Kent Capital.

Other Disclosures – Related Party Transactions

A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services. These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations. This arrangement may be terminated at will by either party. Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at September 30, 2010. Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for approximately 61.58% of Kent’s outstanding common stock. Bryan P. Healey, Chief Financial Officer and Director of the Company is also the Chief Financial Officer and Director of Kent as well as the son-in-law of Paul O. Koether.

Table of Contents

Contractual Obligations

The Company has no material contractual obligations.

Other Disclosures

None

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

ITEM 3. Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.

The material weakness identified by Management consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. However, as there has been no instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time.

Accordingly, based on their evaluation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2010~~2011, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended ~~September~~March 3031, ~~2010~~2011, that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

Not Applicable

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

~~ITEM 4. Submission of Matters to a Vote of Security Holders~~14

~~None~~ITEM 4. Reserved

ITEM 5. Other Information

None.

ITEM 6. Exhibits

3.1

Articles of Incorporation of Kent International Holdings, Inc. (1)

3.2

Bylaws of Kent International Holdings, Inc. (1)

3.3

Certificate of Designation for Series A Junior Participating Preferred Stock. (2)

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

(1) Filed as an exhibit to the Company’s Definitive Information Statement on Form DEF 14C filed April 21, 2006, film number 06771307, and incorporated herein by reference.

(1)	Filed as an exhibit to the Company’s Definitive Information Statement on Form DEF 14C filed April 21, 2006, film number 06771307, and incorporated herein by reference.

(2)	Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.

*	Filed Herewith

~~(2) Filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference.~~15

* Filed Herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KENT INTERNATIONAL HOLDINGS, INC.
Date: November 4, 2010	By:	/s/ Bryan P. Healey
Date: May 23, 2011	By:	/s/ Bryan P. Healey
		Bryan P. Healey
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

1316

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