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
	For the quarterly period ended: March 31, 2011
	For the quarterly period ended: June 30, 2011
OR
[ ]	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	(I.R.S. Employer
incorporation or organization)	Identification No.)

7501 Tillman 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 No _____

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 ~~____~~ X No _____

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 ___ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company 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~~

~~Indicate~~Yes the number 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. ___ No X

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: As of July 15, 2011, 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 ~~March~~June 3130, 2011

Table of Contents

	Page
	Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	3
Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	3
Consolidated Statements of Operations
Three Months Ended March 31, 2011 and 2010	4
Three and Six Months Ended June 30, 2011 and 2010	4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2011 and 2010	5
Six Months Ended June 30, 2011 and 2010	5
Notes to Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	1011
Item 3.Quantitative and Qualitative Disclosure About Market Risk	13
Item 3. Quantitative and Qualitative Disclosure About Market Risk	14
Item 4. Controls and Procedures	14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	1415
Item 1a. Risk Factors	1415
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1415
Item 3. Defaults Upon Senior Securities	1415
Item 4. Reserved	15
Item 5. Other Information	15
Item 6. Exhibits	1516
Signatures	1617

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2011 (Unaudited)			December 31, 2010
	June 30, 2011 (Unaudited)			December 31, 2010
ASSETS
Cash and cash equivalents	$	54,~~083~~776,~~233~~537		$	9,555,369
Accounts receivable		62,924
Prepaid expenses and other current assets		159,~~063~~292			10,618
Mortgage loan receivable		321,290
Real estate assets:
Land		1,280,000
Building and improvements (net of accumulated depreciation of $3,617 and $0)		1,656,062
Building and improvements (net of accumulated depreciation of
Intangible assets (net of accumulated amortization of $7,562 and $0)		2,146,934
$36,538 and $0)		1,623,141
Intangible assets (net of accumulated amortization of $76,372 and $0)		2,078,124
Other assets		5,500			5,500
Total assets	$	10,~~249~~156,~~716~~808		$	9,571,487
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	5799,~~433~~508		$	26,217
Below market lease value acquired (net of accumulated amortization of $1,755 and $0)		767,420
Below market lease value acquired (net of accumulated
Total liabilities		824,853			26,217
amortization of $17,725 and $0)		751,450
Total liabilities		850,958			26,217
Stockholders' equity:
Preferred stock, $.002 par value; 2,000,000 shares authorized; none outstanding		-			-
Preferred stock, $.002 par value;
Common stock, $.002 par value; 10,000,000 shares authorized; 3,555,488 shares issued and outstanding		7,111			7,111
2,000,000 shares authorized;
Additional paid-in capital		99,373,422			99,371,226
none outstanding		-			-
Accumulated deficit		(89,955,670	)		(89,833,067	)
Common stock, $.002 par value;
Total stockholders' equity		9,424,863			9,545,270
10,000,000 shares authorized;
Total liabilities and stockholders' equity	$	10,249,716		$	9,571,487
3,555,488 shares issued and outstanding		7,111			7,111
Additional paid-in capital		99,375,619			99,371,226
Accumulated deficit		(90,076,880	)		(89,833,067	)
Total stockholders' equity		9,305,850			9,545,270
Total liabilities and stockholders' equity	$	10,156,808		$	9,571,487

See accompanying notes to consolidated financial statements.

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2011			2010			2011			2010
Revenues:
Rental Income	$	21,564
Rental income	$	202,586					$	224,150
Tenant reimbursement		~~489~~2,157						2,646
Other income		120		$	625
Interest on mortgage loan		5,890						5,890
Total revenues		22,173			625
Other income		500						620		$	625
Expenses:
Total revenues		211,133			-			233,306			625
Operating and maintenance expenses		3,610
Expenses:
Property taxes and insurance		1,920
Operating and maintenance expenses		63,684						67,294
General and administrative expenses		130,789			106,690
Property taxes and insurance		18,917						20,837
Depreciation and amortization		11,179
General and administrative expenses		148,707		$	87,265			279,496			193,955
Total expenses		147,498			106,690
Depreciation and amortization		101,731						112,910
Loss before other income (expense)		(125,325	)		(106,065	)
Total expenses		333,039			87,265			480,537			193,955
Other income (expense)
Loss before other income (expense)		(121,906	)		(87,265	)		(247,231	)		(193,330	)
Interest revenue		2,921			830
Other income (expense)
Loss before income taxes		(122,404	)		(105,235	)
Interest revenue		696			2,620			3,617			3,450
Provision for income taxes		199			770
Loss before income taxes		(121,210	)		(84,645	)		(243,614	)		(189,880	)
Net loss	$	(122,603	)	$	(106,005	)
Provision for income taxes		199			319			199			1,089
Basic net loss per common share	$	(0.03	)	$	(0.03	)
Net loss	$	(121,409	)	$	(84,964	)	$	(243,813	)	$	(190,969	)
Basic weighted average number of common
Basic net loss per common share	$	(0.03	)	$	(0.02	)	$	(0.07	)	$	(0.05	)
Common shares outstanding		3,555,488			3,555,488
Basic weighted average number of common
Common shares outstanding		3,555,488			3,555,488			3,555,488			3,555,488

See accompanying notes to consolidated financial statements.

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(~~122~~243,~~603~~813	)	$	(~~106~~190,~~005~~969	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in
Stock-based compensation expense		2,196			2,197
operating activities:
Depreciation and amortization		11,179
Stock-based compensation expense		4,393			4,393
Amortization of below market rate lease		(1,755	)
Depreciation and amortization		112,910
Amortization of below market rate lease		(17,725	)
Changes in operating assets and liabilities:
Accounts receivable		(62,924	)		~~(625~~	)
Prepaid expenses and other current assets		(41,~~445~~326	)		4(7,~~065~~130	)
Accounts payable and accrued expenses		3173,~~216~~291			2(7,~~297~~935	)
Net cash used in operating activities		(~~147~~132,~~136~~542	)		(98201,~~071~~641	)
Cash flows from investing activities:
Acquisition of land, buildings and improvements		(4,325,000	)
Acquisition of land, buildings and improvements including intangible
Net cash used in investing activities		(4,325,000	)		-
assets, and net of below market leases acquired		(4,325,000	)
Net decrease in cash and cash equivalents		(4,472,136	)		(98,071	)
Mortgage loan made		(321,290	)
Net cash used in investing activities		(4,646,290	)		-
Net decrease in cash and cash equivalents		(4,778,832	)		(201,641	)
Cash and cash equivalents at beginning of period		9,555,369			9,924,385
Cash and cash equivalents at end of period	$	54,~~083~~776,~~233~~537		$	9,~~826~~722,~~314~~744
Supplemental disclosure of cash flow information:
Cash paid for:
Taxes	$	199		$	~~770~~1,089

See accompanying notes to consolidated financial statements.

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, 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 six months ended ~~March~~June 3130, 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, its wholly owned subsidiaries Kent Capital, Inc. and Kent Texas Properties, LLC and its 81% subsidiary, ChinaUSPals, Inc. Intercompany balances and transactions between the Company and its subsidiaries have been eliminated.

NOTE 3 - Business

~~On March 22, 2011, the Company, through a wholly owned subsidiary~~ Kent ~~Texas~~International Properties, LLC (“KTP”), acquired the land and improvements located at 4211 Cedar Springs Road (the “Property”) in Dallas, Texas. The Property was purchased for $4,325,000 in cash, exclusive of closing costs, from a private seller. The Property is ~~a 39,829 square foot office building that is 100% leased to the General Services Administration (GSA). Commencing with this purchase, the Company is~~ operating as a full service real estate corporation that owns and operates an income producing property. We will look to opportunistically acquire additional properties, primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market. Alternatively, management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.

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.

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 the United States and those of the People’s Republic of China.

NOTE 4 – Summary of Significant Accounting Policies

Acquisitions

Upon acquisition of wholly-owned 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 liabilities purchased are recorded 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.

Mortgages Loan Receivable

The fair value of the Company’s Mortgage loan receivable is governed by FASB ASC Topic 820, Fair Value Measurements and Disclosures. As the loan is short term and the value of the underlying asset is believed to exceed the value of the loan, the loan is reported at cost.

Revenue Recognition

Rental income is recognized when earned. As our lease with the ~~GSA~~General ~~lease~~Services Administration provides for the payment of monthly rental in arrears, a receivable is recorded at the end of each month for the previous month’s rent. Any above or below market leases acquired are amortized over the lease lives and recorded as an increase or decrease to rental revenue.

Interest on mortgage loans income is accrued and recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectible.

Repairs and Maintenance

Repairs and maintenance costs are expensed as incurred while significant improvements, renovations and replacements are capitalized.

Property and Depreciation

Land, buildings and amenities are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally 5-30 years for land improvements, 7-30 years for buildings and improvements and 5-30 years for amenities. Tenant improvements are generally depreciated over the life of the initial or renewal term of the respective tenant lease.

FASB ASC Topic 360 Property, Plant and Equipment specifies circumstances in which certain long-lived assets must be 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.

Stock Based Compensation Expense

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.

NOTE 5 – Reclassifications in the Preparation of Financial Statements

Certain reclassifications have been made to the prior period financial statements to conform with ~~March~~June 3130, 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~~Mortgage ~~Estate~~Loans ~~and Related Assets~~Receivable

~~The~~On ~~acquisition~~April of25, 2011 the ~~Property~~Company onprovided ~~March~~a 22$321,790 ~~2011~~first ~~was~~mortgage ~~recorded~~loan to a private real estate developer for the purchase of a foreclosed residential property in Southlake, Texas. The real estate note is for a maximum term of twenty-six (26) months and is structured as ~~follows:~~ 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.

	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

NOTE 7 – Real Estate and Related Assets

~~Depreciation~~Net ~~and amortization expense was $11~~property,~~179~~ ~~for~~plant ~~the~~and ~~quarter~~equipment ~~ended~~together ~~March~~with ~~31,~~real ~~2011. $1,755~~estate inrelated ~~capitalized~~intangible ~~below~~assets ~~market~~and ~~rents~~liabilities ~~were amortized~~ as anof ~~increase~~June ~~to rental income during the quarter ended March 31~~30, 2011. consisted of:

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

	Cost			Useful Life		Accumulated Depreciation / Amortization			Net Book Value

Land	$	1,280,000							$	1,280,000
Buildings		1,130,292			20	$	15,628			1,114,664
Improvements		529,387			7		20,910			508,477

Subtotal Property Plant and Equipment		2,939,679					36,538			2,903,141

Real Estate Related Intangible Assets:
Leases in place value		1,624,052			7		64,149			1,559,903
Unamortized tenant improvement allowances		530,444			12		12,223			518,221

		2,154,496					76,372			2,078,124

	$	5,094,175				$	112,910		$	4,981,265


Below market lease value acquired	$	(769,175	)		12	$	(17,725	)	$	(751,450	)

ADepreciation ~~monthly~~and ~~management~~amortization ~~fee~~expense ofwas $21101,~~000~~731 ~~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~~quarter ~~and~~ended ~~Exchange~~June ~~Commission~~30, ~~evaluating merger and acquisition proposals, internal accounting and shareholder relations~~2011. ~~This~~$15,970 ~~arrangement~~in ~~may~~capitalized bebelow ~~terminated~~market atrents ~~will~~were byamortized ~~either~~as ~~party. Kent~~an ~~was~~increase ~~the~~to ~~beneficial~~rental ~~owner~~income ofduring ~~approximately 53.44% of~~ the ~~Company’s~~quarter ~~outstanding~~ended ~~common~~June ~~stock at March 31~~30, 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~~The 8property -at ~~Common~~4211 ~~Stock~~Cedar Springs Road in Dallas 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).

InNOTE ~~October~~8 ~~2000,~~- ~~the~~Related ~~Board~~Party 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.Transactions

~~NOTE~~A 9monthly -management ~~Basic~~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 ~~Diluted~~other ~~Net~~filings ~~Loss~~with ~~Per~~the ~~Share~~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 June 30, 2011. Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for approximately 50.62% of Kent’s outstanding common stock. Bryan P. Healey, Chief Financial Officer and Director of the Company is also the President and Chief Financial Officer and a Director of Kent as well as the son-in-law of Paul O. Koether.

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 129 –- ~~Subsequent~~Common ~~Events~~Stock

OnIn ~~April~~October 252000, ~~2011~~ the ~~Company~~Board ~~provided~~of aDirectors ~~$321,790~~approved ~~first~~a ~~mortgage~~stock ~~loan~~repurchase toprogram aauthorizing ~~private~~the ~~real~~Company ~~estate~~to ~~developer~~repurchase ~~for~~up ~~the~~to ~~purchase~~320,000 shares of aits ~~foreclosed~~Common ~~residential~~Stock ~~property~~at inprices ~~Southlake,~~deemed ~~Texas. The~~favorable ~~real~~from ~~estate~~time ~~note~~to ~~from~~time in the ~~real~~open ~~estate~~market ~~developer~~or toin ~~the~~privately ~~Company~~negotiated istransactions ~~for~~subject ato ~~maximum~~market ~~term~~conditions, ofthe ~~twenty-six~~Company’s ~~(26)~~financial ~~months~~position and isother ~~structured~~considerations. This asprogram anhas ~~interest~~no ~~only,~~expiration ~~participating mortgage~~date. ~~The~~No ~~stated~~shares ~~interest~~were ~~rate~~repurchased isduring ~~ten~~the ~~percent~~quarters ~~(10%)~~ended ~~for~~June ~~the~~30, ~~first~~2011 ~~fourteen~~and ~~(14)~~2010. At ~~months~~June ~~and~~30, ~~twelve~~2011, ~~percent~~there ~~(12%)~~were ~~for~~121,068 ~~the~~shares ~~final~~remaining ~~twelve~~authorized ~~(12)~~for ~~months~~repurchase ofunder the ~~term~~program. ~~The~~All ~~Company~~shares isrepurchased ~~also~~were ~~entitled~~returned to ~~20% of any profits realized from~~ the ~~sale~~status of ~~the~~authorized ~~property~~but unissued shares.

NOTE 10 - Basic and Diluted Net Loss Per Share

We have excluded 60,000 and 140,000 Common Stock options from the calculation of diluted loss per share for the quarters ended June 30, 2011 and 2010, respectively, which, if included, would have an antidilutive effect.

NOTE 11 - Stock Options Plans

Kent International has issued certain common stock options to its employees, directors and consultants. At June 30, 2011 and December 31, 2010, Kent International had 100,000 common stock options outstanding, and none were issued during the three months ended June 30, 2011.

NOTE 12 – 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 June 30, 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 13 – Subsequent Events

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, 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

OnCommencing ~~March~~with ~~22, 2011,~~ the ~~Company,~~purchase ~~through~~of ~~a wholly owned subsidiary Kent Texas Properties, LLC (“KTP”), acquired~~ the land and improvements located at 4211 Cedar Springs Road ~~(the “Property”)~~ in Dallas, Texas~~. The~~ ~~property was purchased from 4211 Cedar Springs Road Partners, an entity with which~~ (the ~~Company and its affiliates had no prior relationship. Commencing with this purchase~~“Property”), ~~the~~Kent ~~Company~~International isbegan operating as a full service real estate corporation that owns and operates income producing properties. We will look to opportunistically acquire additional properties, primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market. We will compete for these opportunities with small private real estate companies and investors. Alternatively, management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.

We believe that the current economic climate together with a restriction in credit available to would be purchasers of 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.

Additionally, the Company’s wholly owned subsidiary, Kent Capital, Inc. (“Kent Capital”), is a securities broker-dealer. Kent Capital’s membership agreement with the Financial Industry Regulatory Authority (FINRA) allows it to operate under three business lines; Private Placements, Real Estate Syndication and Trading Securities for Our Own Account. Kent Capital has not yet generated any revenue. The Company plans to operate the broker dealer in conjunction with our real estate operations.

Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China. Membership to the site is free, thus, any potential revenues will be derived from advertisements placed on the site by third parties. The site provides users with access to other users’ personal profiles and enables the user to send messages to other registered users of similar interests in order to develop lasting friendships or simply attain a pen pal. ChinaUSPals.com also features user generated discussion forums and blogs as well as user submitted videos 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 $~~122~~121,~~603~~409, or $.03 basic and fully diluted loss per share, for the quarter ended ~~March~~June 3130, 2011, compared to a net loss of $~~106~~84,~~005~~964, or $0.0302 basic and fully diluted loss per share, for the quarter ended ~~March~~June 3130, 2010. For the six months ended June 30, 2011 the Company had a net loss of $243,813, or $.07 basic and fully diluted loss per share, compared to a net loss of $190,969, or $0.05 basic and fully diluted loss per share, for the six months ended June 30, 2010. The ~~increase~~increases in the net ~~loss~~losses ~~was~~were caused primarily by ~~the~~ due diligence and closing costs related to the acquisition of the Property on March 22, 2011 together with due diligence, legal and consulting fees incurred while exploring other potential transactions.

Property Revenues

The Property located at 4211 Cedar Springs Road generated $21202,~~564~~586 in rental income and $~~489~~2,157 in expense reimbursements during the ~~period~~three months ended June 30, 2011, all from the ~~acquisition~~General onServices Administration (GSA ), which is the only tenant for the Property. During the period from March 22, 2011, when we acquired the Property, to ~~March~~June 3130, 2011 the Property generated $224,150 ~~all~~in ~~from~~rental ~~the~~income ~~General~~and ~~Services~~$2,646 ~~Administration~~in ~~(GSA)~~expense reimbursements. The initial term of the GSA lease runs 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.

The lease rate includes an operating expense base of $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.

Interest ~~Income~~on Mortgage Loan

~~Interest~~The ~~income~~Company ~~increased~~recorded to $25,~~921~~890 ~~for~~in interest on mortgage loans receivable in the three and six months ended ~~March~~June 3130, 2011,. The ~~from~~real ~~$830~~estate note is for ~~the~~a ~~three~~maximum term of twenty-six (26) months ~~ended~~and ~~March~~is 31structured as an interest only, ~~2010~~participating mortgage with no prepayment penalty. AThe ~~minor~~stated ~~increase~~interest inrate is ten percent (10%) for the ~~yield~~first onfourteen ~~short-term~~(14) ~~investments~~months and ~~cash~~twelve ~~equivalents~~percent ~~from 0.11~~(12%) tofor ~~0.15%~~the ~~was~~final twelve (12) months of the ~~primary~~term. We ~~reason~~anticipate recording just under $22,000 in interest of mortgage loans for 2011; however that amount could be reduced if the ~~increase~~loan is prepaid.

General and Administrative Expenses

General and administrative expenses were $~~130~~148,~~789~~707 and $279,496 in the three and six months ended ~~March~~June 3130, 2011, compared to $~~106~~87,~~690~~265 and $193,955 in the three and six months ended ~~March~~June 3130, ~~2011~~2010, anincreases ~~increase~~ of $2461,~~099~~442 and $85,541, respectively. The ~~increase~~increases ~~was~~were primarily attributable to ~~the~~approximately $2149,~~131~~650 in consulting, and due diligence ~~and closing~~ expenses ~~incurred in 2011~~ related to the ~~acquisition~~exploration of ~~the~~other ~~Property~~potential transactions. We also incurred approximately $623,~~800~~161 in consulting, ~~and~~ due diligence and closing expenses related to ~~other~~the ~~potential~~acquisition ~~transactions~~and ~~that~~operation weof ~~are~~the ~~exploring~~Property in the six months ended June 30, 2011.

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 $16184,~~709~~335 in expenses related to the operations of the Property during the quarter ended ~~March~~June 3130, 2011. These expenses included approximately $116,~~920~~969 in property taxes and $11101,~~179~~731 in ~~Depreciation~~depreciation and amortization expense. For ~~for~~ the ~~quarter~~six months ended ~~March~~June 3130, 2011, the Company incurred $201,041 in expenses related to the operations of the Property including approximately $18,647 in property taxes and $112,910 in depreciation and amortization expense. 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~~Property will not increase.

AsThe ~~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 all 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.

Interest Income

Interest income decreased to $696 for the three months ended June 30, 2011, from $2,620 for the three months ended June 30, 2010. For the six months ended June 30, 2011, interest revenue increased to $3,617 from $3,450 for the six months ended June 30, 2010. The decrease for the three month period was caused primarily by the decrease in cash and cash equivalents available for investment.

Liquidity and Capital Resources

At ~~March~~June 3130, 2011, the Company had cash and cash equivalents of $54,~~083~~776,~~233~~537. 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 ~~March~~June 3130, 2011 was approximately $54.~~104~~749 million. We are actively pursuing a commercial mortgage loan on the Property at prevailing terms in order to free up working capital for additional acquisitions; however, at this time we are uncertain whether any mortgage will be approved or what terms may be offered. Although the Company does not have any established banking relationships or other sources 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 $~~147~~132,~~136~~542 was used in operations for the ~~three~~six months ended ~~March~~June 3130, 2011, ana ~~increase~~decrease of $4969,~~065~~099 from the $98201,~~071~~641 used in operations for the ~~three~~six months ended ~~March~~June 3130, 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 ~~increase~~decrease in net cash used in operations was largely the result of cash flow generated by the Property which was partially offset by acquisition related expenses as discussed above.

The Company utilized $4,325,000 during the ~~three~~six months ending ~~March~~June 3130, 2011 for the acquisition of the Property (exclusive of due diligence and closing costs) located at 4211 Cedar Springs Road, Dallas, Texas. Additionally, the Company utilized $321,290 during the six months ending June 30, 2011 to provide a first mortgage loan to a non-affiliated real estate investor secured by residential real estate. There were no cash flows from investing activities reported during the same period in 2010. As of ~~March~~June 3130, 2011 the Company had no commitments for capital expenditures.

There were no cash flows from financing activities reported during the ~~three~~six month periods ending ~~March~~June 3130, 2011 and 2010.

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 ~~March~~June 3130, 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 ~~March~~June 3130, 2011, that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

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. 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*

32 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.
(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

ITEM 6. Exhibits

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

	3.2		Bylaws of Kent International Holdings, Inc. (1)

	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*

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

	101.INS		XBRL Instance

	101.SCH		XBRL Schema

	101.CAL		XBRL Calculation

	101.DEF		XBRL Definition

	101.LAB		XBRL Label

	101.PRE		XBRL Presentation

(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.

*	Filed Herewith

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: May 23, 2011	By:	/s/ Bryan P. Healey
Date: July 29, 2011	By:	/s/ Bryan P. Healey
		Bryan P. Healey
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

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