SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

MARK ONE:
[X]      Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934
         For the fiscal year ended December 31, 2001

[ ]      Transition Report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the transition period from _________________ to _________________.

                          Commission file number 1-7986
                                                 ------

                          KENT FINANCIAL SERVICES, INC.
        -----------------------------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                                      75-1695953
-------------------------------                     --------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
           -----------------------------------------------------------
             (Address of principal executive offices with Zip Code)

          Issuer's telephone number, including area code (908) 234-0078
                                                         --------------

         Securities registered under Section 12(b) of the Exchange Act:
         --------------------------------------------------------------

                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:
         --------------------------------------------------------------

                     Common Stock, par value $.10 per share

     Check  whether  the issuer (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 issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes X  No
                                                                  ---   ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained  to  the  best  of  registrant's  knowledge  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]

     Issuer's  revenues  for the  fiscal  year  ended  December  31,  2001  were
approximately $2.9 million.

     At  February  28,  2002,  there  were  1,688,769  shares  of  common  stock
outstanding.   The  aggregate   market  value  of  the  voting  shares  held  by
non-affiliates  of the registrant,  based on the closing bid price of such stock
on such date as reported by NASDAQ, was approximately $3.4 million.

     Transitional   Small   Business   Disclosure   Format  Yes    No X
                                                               ---   ---





<PAGE>


                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

General
-------

     The principal business of Kent Financial  Services,  Inc. (the "Company" or
"Kent") is the operation of its wholly-owned subsidiary, T.R. Winston & Company,
Inc.  ("Winston"),  a securities  broker-dealer  licensed in all states  (except
Alaska)  and the  District  of  Columbia.  Winston  is a member of the  National
Association of Securities  Dealers,  Inc.  ("NASD") and the Securities  Investor
Protection  Corporation.  All clearing  arrangements  for Winston are  conducted
pursuant to an agreement with Bear, Stearns Securities Corporation, an unrelated
major  broker-dealer  that is a member  of the New  York  Stock  Exchange,  Inc.
Winston conducts various  activities  customary for broker-dealers of comparable
size  including  buying and selling  securities for customer  accounts,  trading
securities  in the  over-the-counter  market  and  providing  various  corporate
finance  services  including   underwritings,   private   placements,   mergers,
acquisitions  and similar  transactions.  Winston has two offices in New Jersey,
and one office in each of California,  Texas and New  Hampshire.  As of December
31, 2001,  Winston's  equity capital was $335,000,  all of which was advanced by
Kent or generated by Winston's  earnings.  Winston had regulatory net capital at
that same date,  pursuant to the  provisions of Rule 15c3-1 under the Securities
Exchange Act of 1934, of $288,000,  which was $188,000 in excess of the required
minimum net capital.  Winston is exempt from the customer protection  provisions
of Rule 15c3-3 (the "Rule") under the 1934 Act as its  activities are limited to
those set forth in the  conditions  appearing in  paragraphs  (k)(2)(ii)  of the
Rule.

     The Company  also  invests  through  Asset Value Fund  Limited  Partnership
("AVF"), which was originally founded in 1991 to provide investment advisory and
management  services and was funded at inception with $5 million. As of December
31, 2001, the equity capital of AVF was approximately  $10.8 million.  Currently
AVF is wholly-owned by the Company. AVF primarily invests in a limited number of
publicly  traded  portfolio  companies,  the  securities of which are considered
undervalued  by AVF's  management.  As of December 31, 2001,  AVF held 10 equity
investments,  of which five  consisted of owning more than 5% of the  investee's
outstanding  capital  stock.  AVF owns  approximately  40% of Cortech,  Inc.,  a
company supervising the exploitation of its technology by third parties and also
seeking a new business;  23% of General Devices,  Inc., a non-operating  company
seeking a new business; 16% of Gish Biomedical,  Inc., a manufacturer of medical
devices; 9% of Star Buffet,  Inc., a company engaged in the restaurant industry;
and 5% of GolfRounds.com, Inc., an internet content provider.

     The  securities  business  is, by its  nature,  subject to  various  risks,
particularly  in  volatile  or illiquid  markets,  including  the risk of losses
resulting  from the  underwriting  or ownership of securities,  customer  fraud,
employee  errors and  misconduct,  failures in connection with the processing of
securities   transactions  and  litigation.   The  Company's  business  and  its
profitability  are affected by many factors,  including the volatility and price
level of the  securities  markets;  the  volume,  size and timing of  securities
transactions;  the  demand  for  investment  banking  services;  the  level  and
volatility of interest rates; the availability of credit;  legislation affecting
the  business and  financial  communities;  and the economy in general.  Markets
characterized  by low trading volumes and depressed  prices  generally result in
reduced commissions and lower investment banking revenues as well as losses from
declines in the market  value of  securities  positions.  In  addition,  Kent is
likely to be adversely affected by negative economic developments in New Jersey,
the Mid-Atlantic  region or the financial services industry in general.  Reduced
volume and prices  generally  result in lower  investment  banking  revenues and
commissions  and may  result in losses  from  declines  in the  market  value of
securities held in trading, investment and underwriting positions. In periods of
relatively low business activity for the Company,  profitability  will likely be
adversely  affected because a significant  portion of the Company's expenses are
fixed.

                                      I-1



<PAGE>




Competition
-----------

     The Company is engaged in an extremely  competitive  business.  Competitors
include, with respect to one or more aspects of its business,  all of the member
organizations  of the New York Stock  Exchange and other  registered  securities
exchanges,  all members of the NASD,  commercial banks,  thrift institutions and
financial  consultants.  Most of these  organizations  have  substantially  more
employees and greater  financial  resources  than the Company.  The Company also
competes for  investment  funds with banks,  insurance  companies and investment
companies.  Discount  brokerage  firms  and  on-line  internet  brokerage  firms
oriented to the retail market,  including firms affiliated with commercial banks
and thrift  institutions,  are devoting  substantial  funds to  advertising  and
direct  solicitation of customers in order to increase their share of commission
dollars  and other  securities-related  income.  The Company  typically  has not
engaged in extensive advertising programs for this type of business.

     In  addition  to  competition  from  firms  traditionally  engaged  in  the
financial  services  business,  there has been increasing  competition in recent
years from other sources, such as commercial banks, insurance companies, on-line
financial  services  providers,  sponsors  of mutual  funds and other  companies
offering financial services both in the United States and on a world-wide basis.
The  financial   services  industry  has  also  experienced   consolidation  and
convergence  in recent  years,  as  institutions  involved  in a broad  range of
financial services  industries,  such as investment  banking,  brokerage,  asset
management, commercial banking and insurance have merged. This convergence trend
is expected to continue,  and could result in the Company's  competitors gaining
greater  capital and other  resources,  a broader range of products and services
and/or more geographic  diversity.  In November 1999, the Gramm-Leach Bliley Act
was passed in the United States,  effectively  repealing certain sections of the
1933 Glass-Steagall  Act. Its passage allows commercial banks,  securities firms
and insurance firms to affiliate, which may accelerate consolidation and lead to
increasing  competition in markets  traditionally  dominated by investment banks
and retail securities firms.

Employees
---------

     As of December  31,  2001,  the Company  and its  subsidiaries  employed 18
people of whom 15 are registered with the NASD.

Item 2.  DESCRIPTION OF PROPERTY
         -----------------------

Corporate and Branch Offices
----------------------------

     The Company and certain of its  affiliates  occupy the Company's  corporate
office  building  and share  direct  occupancy  costs.  The office  building  is
collateral  for a mortgage  loan with a balance  of  approximately  $681,000  at
December  31,  2001,  bearing  interest  on that date at the rate of 7.875%  per
annum.  The  mortgage  loan is payable to a bank in equal  monthly  payments  of
$5,345 including interest, through November 2024.

     Effective  February 1, 1999,  an  affiliate  entered into an extension of a
lease  agreement with the Company for office space for a five-year  period.  The
Company's  aggregate  rental income from this arrangement was $43,000 in each of
the years ended 2001 and 2000.  Winston  leases space for its Los Angeles office
from its clearing broker-dealer.

                                      I-2








<PAGE>




Item 3.  LEGAL PROCEEDINGS
         -----------------

Environmental Matters - Texas American Petrochemicals, Inc. ("TAPI")
--------------------------------------------------------------------

     In January, 1988, an inactive subsidiary of the Company, TAPI, was notified
by  environmental  regulators  in  Texas  ("Texas  Regulators")  that  it  was a
potentially  responsible party ("PRP") in connection with a hazardous waste site
in the state.  TAPI  advised  the Texas  Regulators  that TAPI had no assets and
could not conduct a remedial investigation of the site. Based on information and
belief,  the  Company  understands  a  remedial  action  has been  developed  to
stabalize any contaminants. The Company does not believe it has any liability in
connection with this environmental matter.

     In May  2001,  the  State  of  Texas  notified  TAPI  and a group  of other
potentially responsible parties ("PRP's") that the State of Texas incurred costs
for  remedial  investigation,  feasibility  studies  and  remedial  design at an
allegedly contaminated site in Texas known as the Sonics International Superfund
Site,  and that it would  join TAPI and the other  PRP's as parties to a pending
lawsuit in the state courts of Texas to recover its costs and  attorney's  fees,
which are alleged to be approximately $203,000. In July 2001, the State of Texas
served  the  complaint  State of  Texas v.  Sonics  International,  Inc.  et al,
GV002838,  Travis  County,  Texas  District  Court,  by serving the Secretary of
State.  Due to the  uncertainty  and cost of  litigation,  TAPI and the  Company
agreed to a settlement  with the other PRP's, in which TAPI and the Company paid
approximately $17,000 towards an overall settlement with the State of Texas even
while denying liability.  This settlement  agreement with the other PRP's became
effective  on  September  26,  2001.  TAPI  and  the  Company,  as  well  as the
participating  PRP's executed a written  settlement  agreement with the State of
Texas and  received  a release  and  contribution  protection  from the State of
Texas.

Other Legal Matters
-------------------

Winston Legal Matters

     In July 2000, T.R. Winston and two Winston officers were notified that NASD
Regulation,  Inc.("NASDR"),  District 9  intended  to  recommend  that the NASDR
authorize  a  disciplinary  proceeding  against  Winston  and  the  two  Winston
officers.  In  January  2001,  the  NASDR  accepted  from  Winston  a letter  of
Acceptance,  Waiver and Consent ("AWC"), which alleged violations for failure to
establish,   maintain  and  enforce  adequate  written  supervisory   procedures
regarding  trading and  market-making,  alleged failure to have a supervisor who
was Series 55 registered, alleged failures to report, accept, or decline certain
trades within  specified time periods,  and alleged failures to maintain records
for certain  principal  transactions.  Pursuant  to the terms of the AWC,  while
neither admitting nor denying the allegations, Winston consented to the findings
contained in the AWC and a censure, and paid the NASDR a fine of $20,000.  NASDR
did not recommend charges against the two Winston officers.

     In the fourth quarter of 2000, Winston recovered  approximately $257,000 as
a plaintiff in the NASDAQ Market-Makers  Antitrust Litigation which alleged that
certain  defendants  conspired  to fix  spreads  in the  purchase  and  sale  of
securities which damaged Winston.

                                      I-3


<PAGE>





Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     The Company held its Annual  Meeting of  Stockholders  on November 6, 2001.
Management's  nominees,  Messrs.  Paul O. Koether,  Mathew E. Hoffman,  Casey K.
Tjang,  M.  Michael  Witte  and Qun Yi  Zheng,  were  elected  to the  Board  of
Directors.

The following is a vote tabulation for all nominees:

                                                  FOR                WITHHELD
                                                -------              --------


                  Paul O. Koether               975,548                 -
                  Mathew E. Hoffman             975,548                 -
                  Casey K. Tjang                975,548                 -
                  M. Michael Witte              975,548                 -
                  Qun Yi Zheng                  975,548                 -

                                      I-4



















<PAGE>




                                     PART II
                                     -------

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

     The Company's common stock trades on the National Association of Securities
Dealers,  Inc. Automated Quotations System ("NASDAQ") Small Cap Market under the
symbol "KENT".

     The table below  lists the high and low bid prices for the common  stock as
reported by NASDAQ for the periods indicated.  These prices represent quotations
between dealers and do not include retail markups, markdowns or commissions, and
may not represent actual transactions.

                                          High                      Low
                                         ------                   -------
Calendar Quarter:

     2001
     ----

     First Quarter                       $ 4.50                  $ 3.25
     Second Quarter                      $ 4.35                  $ 3.0625
     Third Quarter                       $ 4.50                  $ 3.76
     Fourth Quarter                      $ 4.65                  $ 3.52

     2000
     ----

     First Quarter                       $ 5.6875                $ 3.6875
     Second Quarter                      $ 4.625                 $ 4.00
     Third Quarter                       $ 4.9375                $ 4.0625
     Fourth Quarter                      $ 4.4375                $ 3.50


     As of February 28, 2002, the Company had approximately  1,850  stockholders
of record of its common  stock.  The closing price of the common stock was $4.74
on February 28, 2002.

     The Company did not pay  dividends in 2001 or 2000 and does not  anticipate
paying dividends in the foreseeable future.


Item 6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
           ---------------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------


Liquidity and Capital Resources
-------------------------------

     At  December  31,  2001,  the  Company  had  consolidated   cash  and  cash
equivalents of approximately  $3.6 million.  The cash  equivalents  consisted of
U.S.  Treasury  Bills with  original  maturities  of three months or less,  with
yields ranging from 1.77% to 2.24%.  The Company had securities  owned valued at
approximately  $7.6 million at December 31, 2001.  See Notes 1 and 3 of Notes to
Consolidated Financial Statements for additional information on the valuation of
securities  owned.  The  Company's  mortgage  note  payable on its  headquarters
facility had a remaining principal amount of approximately  $681,000 at December
31, 2001. The loan currently bears interest at the rate of 7.875% with principal
payments  amortized over  twenty-five  years. The loan matures in November 2024.
The Company believes that its liquidity is adequate for future operations.

                                      II-1










<PAGE>



     Net cash of  approximately  $150,000  was provided by  operations  in 2001,
compared to net cash provided by operations of  approximately  $319,000 in 2000.
The principal reasons for the decrease was the change in the value of securities
owned at year end in 2001  compared to 2000 offset by the increase in unrealized
gains on  securities  owned  and the  increase  in the net  receivable  from the
clearing  broker.  Unrealized  gains and losses  are  included  in  consolidated
operations, but do not utilize or generate cash flows.

     During 2001, the Company  repurchased 93,991 shares of its common stock for
an aggregate cost of approximately  $378,000.  In 2000, the Company  repurchased
138,554  shares for an  aggregate  cost of  approximately  $579,000.  All shares
acquired were  purchased at market prices and have been canceled and returned to
the status of authorized and unissued shares.

Results of Operations
---------------------

     The  Company  had a net loss in 2001 of  $701,000,  or $.41 basic and fully
diluted loss per share,  compared to a net loss of  $357,000,  or $.19 basic and
fully  diluted  earnings per share,  in 2000.  Total  brokerage  revenue,  which
consisted of commissions and principal  trading  transactions was  approximately
$1.8  million in 2001,  a decrease of  approximately  $2 million from 2000 total
brokerage revenue of $3.8 million.  Brokerage expenses  (including all fixed and
variable expenses) decreased by $1.2 million,  from $2.5 million in 2000 to $1.3
million in 2001. The decrease in total brokerage income, total brokerage expense
and net brokerage income for 2001 compared to 2000 was due to decreased activity
by the brokers  employed at Winston,  which was consistent  with the activity in
the equity  markets in general.  While the events of September  11, 2001 did not
have a direct impact on the Company,  they have contributed to the volatility in
the equity markets and the sluggishness of the overall economy.

     Net  investing  gains were $309,000 in 2001, an increase of $1 million from
the net investing  losses in 2000 of $721,000.  This  fluctuation is principally
the result of an increase in the carrying  value of selected  investments in the
investment portfolio.

     Affiliates  of the Company pay an  administrative  fee of $15,200 per month
for management  services  performed by the Company on behalf of the  affiliates.
These services include corporate governance, financial management and accounting
services.

     Interest,   dividends  and  other  income  totaled  $699,000  in  2001  and
$1,018,000  in 2000.  The decrease was  primarily  the result of lower  interest
rates on lower invested balances of the Company's cash equivalents.

     In 2000,  Winston  recovered  approximately  $257,000 as a plaintiff in the
NASDAQ Market-Makers  Antitrust Litigation which alleged that certain defendants
conspired to fix spreads in the purchase and sale of  securities  which  damaged
Winston.

     General and administrative expenses were $2 million in 2001, an increase of
approximately  $200,000 from the $1.8 million recorded in 2000. This increase in
general and  administrative  expense was  principally  the result of  write-offs
amounting to $150,000 and $20,000 for  non-marketable  investments and goodwill,
respectively included in other assets.

                                      II-2








<PAGE>




Market Risk
-----------

     Market risk  represents  the  potential  loss as a result of  absolute  and
relative  price  movements in financial  instruments  due to changes in interest
rates,  foreign exchange rates, equity prices, and other factors.  The Company's
exposure to market risk is directly  related to securities  holdings.  Each day,
position and  exposure  reports are  prepared by the  operations  manager in the
group  engaged in trading  activities  for traders and group  management.  These
reports are independently  reviewed by the Company's corporate accounting group.
The  position  report is  distributed  to  management  throughout  the  Company,
including  the Chief  Executive  Officer,  and it enables  senior  management to
control  inventory  levels and monitor results of the trading group. The Company
also reviews and monitors inventory aging, pricing, concentration and securities
ratings.  In addition to position  and exposure  reports the Company  produces a
daily revenue report that summarizes the trading, interest,  commissions,  fees,
underwriting  and other  revenue  items for each of the business  groups.  Daily
revenue is reviewed for various risk  factors and is  independently  verified by
the corporate  accounting  group.  The daily revenue  report is  distributed  to
various  levels  of  management  throughout  the  Company,  including  the Chief
Executive Officer,  and together with the position and exposure report,  enables
senior management to monitor and control overall activity of the trading groups.
Since its  inception,  neither the Company  nor its  subsidiaries  has traded or
otherwise transacted in derivatives.

     The fair value of securities  owned at December 31, 2001 was  approximately
$7.6 million for its long positions. The potential change in fair value, using a
hypothetical  10% decline in prices,  is estimated to be a $760,000 loss for its
long  positions as of December  31,  2001.  For working  capital  purposes,  the
Company invests in U.S. Treasury Bills or maintains interest bearing balances in
its trading  accounts  with its clearing  broker,  which are  classified as cash
equivalents  and  receivable  from  clearing   broker,   respectively,   in  the
consolidated financial statements.

Sale Of Subsidiary
------------------

     In January 2000, T.R. Winston Capital, Inc.("Wincap") stockholders signed a
letter of intent  with  Direct  Capital  Markets.com,  Inc.  ("DCM") to sell all
outstanding shares in exchange for 75,000 unregistered, non-marketable shares of
DCM's  Series C  Convertible  Preferred  Stock  ("DCM  Shares").  In April 2000,
Wincap's  stockholders  negotiated a definitive agreement for the sale. In July,
2000  regulatory  approval for the sale was obtained and the closing of the sale
was completed.

     Winston  received  for  its  proportionate  ownership  interest  in  Wincap
approximately  $52,000 in cash. In addition  Winston received 25,000 DCM Shares.
Because Winston's investment in Wincap approximated the amount of cash received,
Winston did not record any material gain or loss in connection with the sale.

                                      II-3







<PAGE>






Item 7.   FINANCIAL STATEMENTS
          --------------------

         The financial statements filed herein are listed below:

         Independent Auditors' Reports

         Financial Statements:

                  Consolidated Balance Sheet - December 31, 2001

                  Consolidated Statements of Operations -
                           Years ended December 31, 2001 and 2000

                  Consolidated Statements of Stockholders' Equity -
                           Years ended December 31, 2001 and 2000

                  Consolidated Statements of Cash Flows -
                           Years ended December 31, 2001 and 2000

                  Notes to Consolidated Financial Statements -
                           Years ended December 31, 2001 and 2000

                                      II-4






































<PAGE>


                         Amper, Politziner & Mattia P.A.









                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Kent Financial Services, Inc.

We have audited the  accompanying  consolidated  balance sheet of Kent Financial
Services, Inc. and Subsidiaries (the "Company") as of December 31, 2001, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Kent Financial Services,  Inc. and
Subsidiaries at December 31, 2001, and the results of their operations and their
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.







/s/ Amper, Politziner & Mattia P.A.
February 28, 2002
Edison, New Jersey


                                      F-1


















<PAGE>


                             Deloitte & Touche LLP






                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Kent Financial Services, Inc.

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for Kent  Financial  Services,  Inc.  and
Subsidiaries  (the  "Company")  for the year  ended  December  31,  2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Kent Financial  Services,  Inc. and Subsidiaries for the year ended December 31,
2000, in conformity with accounting  principles generally accepted in the United
States of America.







/s/ Deloitte & Touche LLP
March 16, 2001
New York, New York

                                      F-2











<PAGE>







                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 ($000 Omitted)


                                                               December 31,
                                                                   2001
                                                               ------------
Assets
------

Cash and cash equivalents                                         $ 3,570
Securities owned                                                    7,570
Receivable from clearing broker                                       209

Property and equipment:
  Land and building                                                 1,447
  Office furniture and equipment                                      278
                                                                  -------
                                                                    1,725
  Accumulated depreciation                                       (    665)
                                                                  -------
     Net property and equipment                                     1,060
Other assets                                                           33
                                                                  -------
         Total assets                                             $12,442
                                                                  =======

Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
  Securities sold, not yet purchased                              $     1
  Accounts payable                                                     32
  Accrued expenses                                                    943
  Mortgage payable                                                    681
  Accrual for previously discontinued operations                      211
                                                                  -------
         Total liabilities                                          1,868
                                                                  -------

Contingent liabilities (Note 4)

Stockholders' equity:
Preferred stock without par value,
  500,000 shares authorized;
  none outstanding                                                      -
Common stock, $.10 par value,
  4,000,000 shares authorized;
  1,688,807 shares outstanding                                        169
Additional paid-in capital                                         13,727
Accumulated deficit                                              (  3,322)
                                                                  -------
         Total stockholders' equity                                10,574
                                                                  -------
         Total liabilities and stockholders' equity               $12,442
                                                                  =======





          See accompanying notes to consolidated financial statements.

                                      F-3





<PAGE>






                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      ($000 Omitted, except per share data)


                                                      Year ended December 31,
                                                     -------------------------
                                                       2001             2000
                                                     --------         --------

Revenues:
   Brokerage commissions and fees                     $ 1,392         $ 1,806
   Principal transactions:
      Trading                                             363           1,958
      Investing gains (losses)                            309        (    721)
   Management fee income                                  184             180
   Litigation settlement                                    -             257
   Interest, dividends and other                          699           1,018
                                                      -------         -------
              Total revenues                            2,947           4,498
                                                      -------         -------

Expenses:
   Brokerage                                            1,294           2,539
   General, administrative and other                    1,999           1,827
   Interest                                               352             462
                                                      -------         -------
              Total expenses                            3,645           4,828
                                                      -------         -------

Loss before income taxes                             (    698)       (    330)
Provision  for income taxes                                 3              27
                                                      -------         -------
Net loss                                             ($   701)       ($   357)
                                                      =======         =======

Basic and diluted net loss per common share          ($   .41)       ($   .19)
                                                      =======         =======

Weighted average number of common shares
  outstanding (in 000's)                                1,728           1,849
                                                      =======         =======

















          See accompanying notes to consolidated financial statements.

                                      F-4





<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 ($000 Omitted)


<TABLE>
<S>                                     <C>             <C>                 <C>                 <C>


                                                        Additional                                 Total
                                        Common           Paid-In            Accumulated         Stockholders'
                                         Stock           Capital              Deficit              Equity
                                        ------         -----------          ----------          ------------



Balance, December 31, 1999              $  190           $14,615            ($ 2,264)             $ 12,541

Issuance of common stock                     2                45                   -                    47

Repurchase and cancellation
  of common stock                      (    14)          (   565)                  -              (    579)

Net loss                                     -                 -            (    357)             (    357)
                                        ------           -------             -------               -------

Balance, December 31, 2000                 178            14,095            (  2,621)               11,652

Repurchase and cancellation
  of common stock                      (     9)          (   368)                  -              (    377)

Net loss                                     -                 -            (    701)             (    701)
                                        ------           -------             -------               -------

Balance, December 31, 2001              $  169           $13,727            ($ 3,322)              $10,574
                                        ======           =======             =======               =======



</TABLE>











          See accompanying notes to consolidated financial statements.

                                      F-5











<PAGE>







                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 ($000 Omitted)

<TABLE>
                                                              <C>               <C>
                                                                Year Ended December 31,
                                                                -----------------------
                                                                 2001             2000
                                                                ------           ------
Cash flows from operating activities:
    Net loss                                                  ($   701)         ($   357)
    Adjustments to reconcile net earnings to net
       cash provided by operating activities:
        Depreciation and amortization                               50                77
        Unrealized (gains) losses on securities owned         (    363)              780
    Change in operating assets and liabilities:
        Change in securities                                     1,027          (    720)
        Change in net receivable from clearing broker              170               692
        Change in accounts payable and accrued expenses       (    189)         (    252)
        Change in income taxes payable                        (     14)               21
        Other, net                                                 170                78
                                                               -------           -------
        Net cash provided by operating activities                  150               319
                                                               -------           -------

Cash flows from investing activities -
    Purchase of equipment                                     (      5)         (      8)
                                                               -------           -------

Cash flows from financing activities:
    Repurchase of common stock                                (    378)         (    579)
    Issuance of common stock                                         -                47
    Payments on loan                                          (      9)         (     10)
                                                               -------           -------
        Net cash used in financing activities                 (    387)         (    542)
                                                               -------           -------

Net decrease in cash and cash equivalents                     (    242)         (    231)
Cash and cash equivalents at beginning of period                 3,812             4,043
                                                               -------           -------
Cash and cash equivalents at end of period                     $ 3,570           $ 3,812
                                                               =======           =======

Supplemental Disclosures of Cash Flow Information:
    Cash paid for:
        Interest                                               $   352           $   462
                                                               =======           =======
        Taxes                                                  $    18           $     5
                                                               =======           =======


</TABLE>






          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>




                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------

Principles of Consolidation
---------------------------

The  consolidated  financial  statements  include the accounts of Kent Financial
Services, Inc. (the "Company" or "Kent") and its wholly-owned subsidiaries, Kent
Advisors,  Inc.,  T.R.  Winston &  Company,  Inc.  ("Winston"),  Texas  American
Petrochemicals,   Inc.  ("TAPI")  and  Asset  Value  Management,  Inc.  and  its
respective subsidiaries, Asset Value Fund Limited Partnership ("AVF"), a limited
partnership,  and Asset Value  Holdings,  Inc.  TAPI is  inactive.  All material
intercompany balances and transactions have been eliminated in consolidation.

Cash Equivalents
----------------

The Company  considers as cash equivalents all short-term  investments which are
highly liquid and readily exchangeable for cash at amounts equal to their stated
value.  Cash  equivalents  consist entirely of U. S. Treasury Bills that matured
through March 2002 and were  reinvested  for an additional 90 days. All cash and
cash  equivalents  are on deposit  either with a major money center bank or with
the clearing broker.

Securities Owned
----------------

Securities  owned are  recorded  on a trade  date  basis and are  valued at fair
value.

The Company takes proprietary  trading securities  positions to satisfy customer
demand  for  Nasdaq  market  and  over-the-counter   securities.   Realized  and
unrealized  gains and losses from  holding  proprietary  trading  positions  for
resale to customers are included in principal transaction trading revenues.  The
Company also holds from time to time principal  investment  securities which are
recorded at quoted  market  prices or at fair value as  determined by management
based on other  relevant  factors.  The net  change in  market or fair  value of
investment  securities  owned is included in  principal  transactions  investing
gains.  Substantially  all  securities  are owned by AVF and  consist  of equity
securities valued at market value.

Property and Equipment
----------------------

The Company records all property and equipment at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the individual
assets generally ranging from two to thirty-nine years.

Fair Value of Financial Instruments
-----------------------------------

Substantially  all assets and liabilities are stated at fair value or at amounts
which approximate fair value.

                                      F-7











<PAGE>




                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Interest Income and Expenses
----------------------------

Winston  receives  interest income on its credit balances at the clearing broker
and is charged interest expense on its debit balances at the clearing broker.

Income Taxes (Benefit)
----------------------

The Company  utilizes the asset and liability  method of  accounting  for income
taxes.  Under  the  asset  and  liability  method,  deferred  income  taxes  are
recognized for the tax consequences of temporary differences by applying enacted
statutory  tax rates  applicable  to future  years to  differences  between  the
financial  statement  carrying  amounts and the tax bases of existing assets and
liabilities. The Company and its subsidiaries file a consolidated federal income
tax return.

Earnings Per Common Share
-------------------------

Earnings per common share is calculated  based on the weighted average number of
shares  outstanding.  Diluted earnings per share includes the assumed conversion
of shares issuable upon exercise of options, where appropriate.

Estimates
---------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.   Estimates  that  are
particularly  susceptible to change include  assumptions used in determining the
fair value of securities owned and non-readily marketable securities.

                                      F-8
























<PAGE>







                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


2. SECURITIES BROKERAGE BUSINESS
   -----------------------------

The Company's business is comprised  principally of the operation of Winston and
the management of AVF.  Winston is a licensed  securities  broker-dealer  in all
states  (except  Alaska) and the  District  of  Columbia  and is a member of the
National   Association  of  Securities  Dealers,  and  the  Securities  Investor
Protection  Corporation.  Winston conducts retail securities brokerage,  trading
and investment banking  activities.  All safekeeping,  cashiering,  and customer
account maintenance activities are provided by an unrelated broker-dealer, Bear,
Stearns Securities Corporation, pursuant to a clearing agreement.

Pursuant  to the net capital  provisions  of Rule  15c3-1  under the  Securities
Exchange Act of 1934 ("1934 Act"),  Winston is required to maintain  minimum net
capital, as defined, of $100,000. At December 31, 2001, Winston had net capital,
as defined, of $288,000 which was $188,000 in excess of the required minimum.

Winston is exempt from the customer  protection  provisions of Rule 15c3-3 under
the 1934 Act as its  activities are limited to those set forth in the conditions
appearing in paragraphs (k)(2)(ii) of the Rule.

AVF is an investment partnership whose primary purpose is to make investments in
a limited number of companies whose securities are considered undervalued by the
partnership's management.

3. SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED
   -------------------------------------------------------

Securities  owned and securities sold not yet purchased as of December 31, 2001,
consisting of  proprietary  trading  positions  held for resale to customers and
portfolio positions (equity securities) held for capital appreciation consist of
the following (in 000's):

<TABLE>

                                                                    <C>            <C>

                                                                                     Sold,
                                                                                    Not Yet
                                                                      Owned        Purchased
                                                                      -----        ---------

           Marketable equity securities
                Portfolio Positions of Greater
                  than 5% of outstanding common stock:
                       Cortech, Inc. (1,495,500 shares)             $ 5,384          $     -
                       Gish Biomedical, Inc. (590,400 shares)           401                -
                       Golf Rounds.com, Inc. (189,600 shares)           114                -
                       General Devices, Inc. (316,558 shares)            63                -
                       Star Buffet, Inc. (289,000 shares)               676                -
                All other portfolio positions                           913                -
                Held for resale to customers                             19                1
                                                                    -------           ------
           Aggregate market                                         $ 7,570           $    1
                                                                    =======           ======
</TABLE>


4. COMMITMENTS AND CONTINGENCIES
   -----------------------------

Leases
------

The Company leases  certain  office space for a monthly rental of  approximately
$7,350,  however,  this lease is cancelable with 90 days notice.  Future minimum
rental requirements under the terms of this lease are approximately  $22,050 for
2002.

                                      F-9

<PAGE>





                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Winston  subleases  part of its premises at one  location to several  subtenants
under  sublease terms  substantially  equivalent to Winston's  lease  agreement.
Rental income under these agreements in 2001 and 2000 was approximately  $47,000
and $42,000, respectively.

Aggregate  net rent  expense for the years ended  December 31, 2001 and 2000 was
approximately $43,000 and $53,000, respectively.

Legal Matters
-------------

In the normal course of business,  Winston at December 31, 1999,  had been named
as a respondent  in two  arbitrations,  one of which was settled in January 2000
and the other was settled in December  2000. The resolution of these actions did
not have a material adverse effect on the consolidated financial statements.

In July 2000,  T. R. Winston and two Winston  officers  were  notified that NASD
Regulation,  Inc.  ("NASDR"),  District 9 intended to  recommend  that the NASDR
authorize  a  disciplinary  proceeding  against  Winston  and  the  two  Winston
officers.  In  January  2001,  the  NASDR  accepted  from  Winston  a letter  of
Acceptance,  Waiver and Consent ("AWC"), which alleged violations for failure to
establish,   maintain  and  enforce  adequate  written  supervisory   procedures
regarding  trading and  market-making,  alleged failure to have a supervisor who
was Series 55 registered, alleged failures to report, accept, or decline certain
trades within  specified time periods,  and alleged failures to maintain records
for certain  principal  transactions.  Pursuant  to the terms of the AWC,  while
neither admitting nor denying the allegations, Winston consented to the findings
contained in the AWC and a censure, and paid the NASDR a fine of $20,000.  NASDR
did not recommend charges against the two Winston officers.

In 2000, Winston recovered  approximately  $257,000 as a plaintiff in the NASDAQ
Market-Makers   Antitrust  Litigation  which  alleged  that  certain  defendants
conspired to fix spreads in the purchase and sale of  securities  which  damaged
Winston.

5. INCOME TAXES
   ------------

The components of income tax expense are as follows:

                                                           ($000 Omitted)
                                                       Year Ended December 31,
                                                       -----------------------
                                                        2001             2000
                                                       ------           ------

         Federal-Current                                $   -            $   3
         State-Current                                      3               24
         Deferred                                           -                -
                                                        -----            -----

           Total                                        $   3            $  27
                                                        =====            =====

                                      F-10












<PAGE>






                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total  income tax  expense  for the years  ended  December  31, 2001 and 2000 is
different from the amount  computed by multiplying  total earnings (loss) before
income taxes by the  statutory  Federal  income tax rate of 34%. The reasons for
these differences and the related tax effects are:

                                                           ($000 Omitted)
                                                       Year Ended December 31,
                                                       -----------------------
                                                        2001             2000
                                                       ------           ------

Income tax expense computed at
   statutory rates on total earnings (loss)
      before income taxes                             ($  237)         ($  112)

Increase (decrease) in tax from:
   State income tax, net of Federal benefit                 2               16
   Change in estimate of net operating losses             179                -
   Expiration of General Business Credits
      and state net operating loss carryforwards            -            1,061
   Increase (decrease) in valuation allowance              74          (   945)
   Other, net                                         (    15)               7
                                                       ------           ------
      Total tax expense                                $    3           $   27
                                                       ======           ======


The tax effects of significant  items  comprising the Company's net deferred tax
asset at December 31, 2001 are as follows:

                                                                ($000 Omitted)
                                                                --------------

      Deferred tax assets:
               Operating loss carryforwards                         $ 2,846
               Alternative minimum tax credit carryforward              958
               Mark-to-market valuation adjustments                     241
               Deferred Compensation                                    159
               Other                                                     79
                                                                    -------
                                                                      4,283
      Valuation allowance                                          (  4,283)
                                                                    -------
      Net deferred tax asset                                        $     -
                                                                    =======

Deferred  tax assets  reflect the net effects of  operating  loss and tax credit
carryforwards  and the  temporary  differences  between the carrying  amounts of
assets and liabilities for financial statement purposes and the amounts used for
income tax purposes. Due to the uncertainty of realizing its deferred tax asset,
a  valuation  allowance  of an equal  amount is  maintained.  For the year ended
December 31, 2001, the valuation allowance increased by $74,000,  principally as
a result of the generation of new deferred tax liabilities.

                                      F-11









<PAGE>





                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant carryforward balances for Federal income tax purposes as of December
31, 2001 are: ($000 omitted)

                                                                    Expiration
                                                   Amount             Years
                                                 -----------       ------------

         Net operating loss                       $ 7,716           2006-2021
         Alternative minimum tax credit           $   958                 N/A

6. MORTGAGE PAYABLE
   ----------------

The mortgage loan is collateralized by the Company's  headquarters  facility and
bears  interest  at the rate of 7.875%.  The  mortgage  loan is payable in equal
monthly installments of $5,345 including interest, through November 2024.

Scheduled maturities for years ending December 31, are as follows (in $000):

                            YEAR             MATURITY
                            ----             --------
                            2002              $ 10
                            2003                10
                            2004                10
                            2005                10
                            2006                10
                      Thereafter               631
                                             -----
                                             $ 681
                                             =====

7. CAPITAL STOCK
   -------------

Common Stock Repurchases
------------------------

On March 26, 1996,  the Board of Directors  approved a plan to  repurchase up to
300,000 shares of the Company's  common stock at prices deemed  favorable in the
open  market  or  in  privately   negotiated   transactions  subject  to  market
conditions,  the Company's  financial position and other  considerations  ("1996
Plan").  As of March 21, 2000 all shares  including  24,165  shares  repurchased
during 2000 had been acquired  under this 1996 Plan,  and have been canceled and
returned to the status of authorized but unissued shares.

In February 2000 the Board of Directors  approved a new plan to repurchase up to
an  additional  200,000  shares of the  Company's  common stock at prices deemed
favorable in the open market or in privately negotiated  transactions subject to
market    conditions,    the    Company's    financial    position   and   other
considerations("2000 Plan"). During 2001, all shares had been acquired under the
2000 Plan and have been  canceled and returned to the status of  authorized  but
unissued shares.

In March 2001,  the Board of Directors  approved a plan to  repurchase  up to an
additional  150,000  shares  of the  Company's  common  stock at  prices  deemed
favorable in the open market or in privately negotiated  transactions subject to
market conditions,  the Company's  financial  position and other  considerations
("2001  Plan").  As of December  31, 2001 8,380  shares under the 2001 Plan have
been repurchased, canceled and returned to the status of authorized but unissued
shares.

                                      F-12


<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Common Stock Options
--------------------

The  Non-Qualified  Stock Option Plan adopted by the stockholders of the Company
in 1987 provides for a maximum of 133,332  shares of common stock of the Company
to be issued to key executives, including officers and directors of the Company,
at the discretion of the Board of Directors. Options under this plan expire five
years from the date of grant and are exercisable as to one-half of the shares on
the date of grant and, as to the other half, after the first  anniversary of the
date of grant,  or at such other time, or in such other  installments  as may be
determined  by the Board of  Directors  at the time of  grant.  No  options  are
outstanding at December 31, 2001.

The following table summarizes option transactions under this plan:

                                                                      Average
                                                      Shares           Price
                                                      ------         ---------

         Options outstanding at December 31, 1999     42,000          $2.25000
         Options exercised in 2000                   (21,000)          2.25000
         Options forfeited in 2000                   (21,000)          2.25000
                                                      ------
         Options outstanding at December 31, 2000
            and 2001                                       -
                                                      ======

The  Company  does not accrue  compensation  expense  for the  issuance of stock
options  granted in accordance  with its  accounting  policy,  which is based on
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees."

8. COMPENSATION ARRANGEMENTS
   -------------------------

In  April  1990,  the  Company   entered  into  an  employment   agreement  (the
"Agreement") with the Company's Chairman for a three-year term commencing April,
1990 (the  "Effective  Date")  at an annual  salary  of  $175,000  (adjusted  to
$240,000 in December  2000)  ("Base  Salary"),  which may be  increased  but not
decreased  at the  discretion  of the  Board  of  Directors.  The  term is to be
automatically  extended one day for each day elapsed after the  Effective  Date.
The Chairman may terminate  his  employment  under the  Agreement  under certain
conditions  specified  in the  Agreement  and  the  Company  may  terminate  the
Chairman's  employment  under  the  Agreement  for  cause.  In the  event of the
Chairman's death during the term of the Agreement, his beneficiary shall be paid
a death  benefit  equal to his Base Salary per year for three  years  payable in
equal monthly installments.  Should the Chairman become "disabled" (as such term
is defined in the  Agreement)  during the term of the Agreement he shall be paid
an annual  disability  payment  equal to 80% of his Base Salary in effect at the
time of the disability.

In September  1999,  the Company  entered into an employment  agreement with the
Company's  Executive Vice President for a three-year term commencing  September,
1999 at an annual  salary of $180,000  (adjusted to $190,000 in December  2000).
All other terms and conditions are identical to that of the Chairman's agreement
except that long term disability payments are equal to 70% of the base salary.

                                      F-13





<PAGE>


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is accruing the present value of the contingent payments under these
agreements.  Included is accrued  expenses at December 31. 2001 is approximately
$399,000 related to this liability.

9. PREVIOUSLY DISCONTINUED OPERATIONS
   ----------------------------------

In January,  1988, an inactive subsidiary of the Company,  TAPI, was notified by
environmental regulators in Texas ("Texas Regulators") that it was a potentially
responsible  party  ("PRP") in  connection  with a  hazardous  waste site in the
state.  TAPI advised the Texas  Regulators that TAPI had no assets and could not
conduct a remedial  investigation  of the site. Based on information and belief,
the Company  understands a remedial  action has been  developed to stabalize any
contaminants.  The Company does not believe it has any  liability in  connection
with this environmental matter.

In May 2001, the State of Texas  notified TAPI and a group of other  potentially
responsible  parties  ("PRP's")  that  the  State of Texas  incurred  costs  for
remedial investigation,  feasibility studies and remedial design at an allegedly
contaminated site in Texas known as the Sonics International Superfund Site, and
that it would join TAPI and the other  PRP's as parties to a pending  lawsuit in
the state courts of Texas to recover its costs and  attorney's  fees,  which are
alleged to be  approximately  $203,000.  In July 2001, the State of Texas served
the  complaint  State of Texas v. Sonics  International,  Inc. et al,  GV002838,
Travis County,  Texas District Court, by serving the Secretary of State.  Due to
the  uncertainty  and cost of  litigation,  TAPI  and the  Company  agreed  to a
proposed  settlement  with the other  PRP's,  in which TAPI and the Company paid
approximately $17,000 towards an overall settlement with the State of Texas even
while denying liability.  This settlement  agreement with the other PRP's became
effective  on  September  26,  2001.  TAPI  and  the  Company,  as  well  as the
participating  PRP's executed a written  settlement  agreement with the State of
Texas and  received  a release  and  contribution  protection  from the State of
Texas.

In April 1989,  TAPI was  formally  notified  that the  Michigan  Department  of
Natural  Resources  deemed TAPI a responsible  party in connection  with alleged
environmental  problems at a site owned by TAPI. In the fourth  quarter of 1994,
TAPI entered  into a consent  judgment  with the State of Michigan.  The consent
judgment  provides for the payment by TAPI of approximately  $450,000 to satisfy
TAPI's  alleged  liability for past and future costs incurred and to be incurred
by the State of Michigan in  undertaking  remedial  environmental  activities at
TAPI's former refinery site in Michigan. Under the terms of the settlement, TAPI
paid $90,000 in the fourth  quarter of 1994 and $45,000 per year in 1995 through
2001.  The Company is  required  to make a final  payment of $45,000 in the year
2002. The Company  joined the consent  judgment for the sole purpose of assuring
payments by TAPI.  Neither  TAPI nor the Company  admitted  any  liability.  The
liability  had  been  accrued  for  in  prior  years  as  part  of  discontinued
operations.

10. TRANSACTIONS WITH RELATED PARTIES
    ---------------------------------

Rosenman  & Colin LLP  ("R&C")  performed  legal  work for the  Company  and its
affiliates  in 2001 and 2000.  Natalie  I.  Koether,  wife of the  Chairman  and
President of the Company is of counsel to R&C and also  employed by the Company.
Aggregate fees and expenses billed by R&C to the Company and its subsidiaries in
2001 and 2000 were approximately $47,000 and $39,000, respectively. Mrs. Koether


                                      F-14

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


received  $150,000  in each of 2001 and 2000 as an  employee.  She  received  no
compensation  from R&C related to fees charged to the Company for her time.  The
payable to R&C at December 31, 2001 was approximately $24,000.

Since March 1990 certain non-subsidiary affiliates have rented office space from
the Company.  The Company's  aggregate rental income from these arrangements was
approximately $43,000 in 2001 and 2000.

The Company reimburses an affiliate for the direct cost of certain group medical
insurance,  and office supplies. Such reimbursements were approximately $160,000
and $187,000 during 2001 and 2000, respectively.

Eligible  employees can elect to participate in the Company's  qualified  401(k)
Retirement Plan (the "Plan").  Employees may voluntarily contribute up to 15% of
their compensation, not to exceed the Internal Revenue Service limit ($10,500 in
2001 and 2000). The employees'  contributions  are 100% vested and the Company's
contribution,  if any,  vests  over a  six-year  period in  accordance  with the
vesting  schedule in the Plan.  There was no employer  matching  contribution in
2001 or 2000.

11. OFF-BALANCE SHEET RISK
    ----------------------

The Company is engaged in various trading and brokerage activities, on an agency
and principal  basis.  The Company's  exposure to off-balance  sheet credit risk
occurs in the event a customer,  clearing agent or counterparty does not fulfill
their obligations arising from a transaction.

Winston  conducts  its  business on a fully  disclosed  basis with one  clearing
broker,  Bear,  Stearns Securities Corp., on behalf of its customers and for its
own proprietary  accounts,  pursuant to a clearance  agreement.  At December 31,
2001,  substantially  all of the securities  owned and the total receivable from
clearing  broker are positions  with and amounts due from this clearing  broker.
The Company is subject to credit risk  should the  clearing  broker be unable to
pay this balance.

12. SALE OF SUBSIDIARY
    ------------------

In January 2000, T. R. Winston Capital,  Inc.  ("Wincap")  stockholders signed a
letter of intent  with Direct  Capital  Markets.com,  Inc.,  ("DCM") to sell all
outstanding shares in exchange for 75,000 unregistered, non-marketable shares of
DCM's  Series C  Convertible  Preferred  Stock  ("DCM  Shares").  In April 2000,
Wincap's  stockholders  negotiated a definitive agreement for the sale. In July,
2000  regulatory  approval for the sale was obtained and the closing of the sale
was completed.

Winston   received   for  its   proportionate   ownership   interest  in  Wincap
approximately  $52,000 in cash. In addition  Winston received 25,000 DCM Shares.
Because Winston's investment in Wincap approximated the amount of cash received,
Winston did not record any material gain or loss in connection with the sale.

13. SEGMENT REPORTING
    -----------------

The Company has determined that it does not have reportable  operating segments.
The  Company  conducts  stock  brokerage  activities  through  its  wholly-owned
subsidiaries  Winston  and  AVF,  as  described  in  Note  2  of  Notes  to  the
Consolidated Financial Statements.  These wholly-owned  subsidiaries do not have
individual  segment  managers  or  discrete  financial  data  used  to  allocate
resources.

                                      F-15



<PAGE>



Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ---------------------------------------------
          ON ACCOUNTING AND FINANCIAL DISCLOSURE
          --------------------------------------



     On December 4, 2001 the Board of Directors of the Company  retained  Amper,
Politziner & Mattia,  P.A.,  Certified  Public  Accountants,  as its  certifying
accountant  for the fiscal year ended December 31, 2001,  dismissing  Deloitte &
Touche LLP.

     No report on the financial  statements of the Company  issued by Deloitte &
Touche  during  the last two  fiscal  years  contained  an  adverse  opinion  or
disclaimer  of opinion,  or was qualified or modified as to  uncertainty,  audit
scope or accounting principles, nor were there any disagreements during the last
two fiscal years and through December 4, 2001, between Deloitte & Touche and the
Company concerning any matter of accounting  principles or practices,  financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved would have required  Deloitte & Touche to make reference to the subject
matter thereof in connection  with its report.  During the last two fiscal years
and through December 4, 2001, none of the events listed in items (1) through (3)
of Item  304(b) of  Regulation  S-K have  occurred;  and during  such period the
Company has not consulted with Amper,  Politziner & Mattia concerning any matter
referred to under paragraphs (i) or (ii) of Item 304(a) (2) of Regulation 8-K.

                                      II-5


































<PAGE>





                                    PART III
                                    --------

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
         ------------------------------------------------------------

     The  members of the current  Board of  Directors  were  elected at the 2001
Annual  Meeting  and will serve  until the next  Annual  Meeting or until  their
successors have been elected and qualify.  The Company's officers are elected by
and serve at the leave of the Board.

     None of the  executive  officers  of the  Company  is related to any other.
There is no arrangement or understanding  between any executive  officer and any
other person pursuant to which such officer was selected.

     The directors  and  executive  officers of the Company at February 28, 2002
were as follows:

              Name                        Age           Position Held
              ----                        ---           -------------

         Paul O. Koether                  65            Chairman, Director and
                                                        President

         Mathew E. Hoffman                48            Director

         Casey K. Tjang                   63            Director

         M. Michael Witte                 75            Director

         Qun Yi Zheng                     44            Director

         John W. Galuchie, Jr.            49            Executive Vice President
                                                        and Treasurer
------------------------------------


     Paul O. Koether is  principally  engaged in the following  businesses:  (i)
Chairman and director  since July 1987 and  President  since October 1990 of the
Company and the general partner since 1990 of Shamrock Associates,  ("Shamrock")
an investment  partnership  which is the principal  stockholder  of the Company;
(ii) various positions with affiliates of the Company,  including Chairman since
1990 and a registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston");  and (iii) Chairman since April 1988,  President from April 1989 to
February 1997 and director since March 1988 of Pure World,  Inc., ("Pure World")
and since  December  1994 has been a director  and since  January  1995 has been
Chairman of Pure World's wholly-owned subsidiary, Pure World Botanicals, Inc., a
manufacturer  and  distributor  of natural  products.  He is also Chairman and a
director  of Pure  World's  principal  stockholder,  Sun  Equities  Corporation,
("Sun") a private company. In September 1998, Mr. Koether was elected a director
and Chairman of Cortech, Inc.,  ("Cortech") a biopharmaceutical  company seeking
to redeploy its assets.  Mr.  Koether was a director of Golf  Rounds.com,  Inc.,
("Golf Rounds") an internet content provider from July 1992 to January 2000.


                                     III-1



<PAGE>




     Mathew E. Hoffman.  Since January 1997, he has been head of the  litigation
department of Todtman, Nachamie, Spizz & Johns, P.C. From May 1994 until January
1997 Mr. Hoffman was head of the litigation  department of the law firm of Rosen
& Reade.  His  articles  have been  published in the United  States,  Europe and
Japan.

     Casey K. Tjang.  Since August 2000, he has been  Executive  Vice  President
Finance with Knowledgewindow, Inc., an e-learning provider of internet training.
From December  1995,  until August 2000,  with Leading Edge  Packaging,  Inc., a
marketing, wholesaler and distribution company of consumer product packagings in
the following  capacities:  director and secretary  since December  1995;  Chief
Financial  Officer since  September 1996 and President  since September 1998. On
August 16, 2000 Leading Edge Packaging, Inc., filed a Chapter XI petition and on
November 21, 2000,  converted to Chapter VII under the United States  Bankruptcy
Code.

     M. Michael Witte. Since August 1980, he has been President of M. M. Witte &
Associates,  Inc.,  a  private  corporation  which  is  engaged  in oil  and gas
consulting  and  investment  management.  In November 1995 Mr. Witte was elected
Co-Chairman of The American Drilling Company, L.L.C., a position he subsequently
relinquished  after  his  election  on August  1,  1996 as  President  and Chief
Executive  Officer  of South  Coast Oil  Corporation,  a Los  Angeles  based oil
company founded in 1921.

     Qun Yi Zheng,  Ph.D. Since March 1996, he has been Executive Vice President
and  Director of Science and  Technology  at Pure World  Botanicals,  Inc.  From
January 1995 to March 1996 he was Technical Manager at Hauser Nutraceuticals,  a
division  of  Hauser   Chemicals,   Inc.,  a  manufacturer  and  distributor  of
nutraceuticals. Dr. Zheng has been a director of Cortech since August 2000.

     John W. Galuchie,  Jr., a certified  public  accountant,  is engaged in the
following businesses: (i) the Company, as Executive Vice President and Treasurer
since September 1986 and a director from June 1989 to August 1993; (ii) Winston,
as President and Treasurer  since  January 1990 and a director  since  September
1989;  (iii) Pure  World,  as  Executive  Vice  President  from April 1988 until
October 2001;  (iv) Cortech as President and director since  September 1998; (v)
since  September  1999 a director  of Gish  Biomedical,  Inc.  a medical  device
manufacturer and since March 2000, Chairman;  and (vi) General Devices, Inc., as
Chairman,  President and director  since  September  2000, a company  seeking an
operating business. Mr. Galuchie also served as a director of HealthRite,  Inc.,
a nutritional  products  company,  from December 1998 to June 1999;  served as a
director of NorthCorp Realty Advisors,  Inc., a real estate asset manager,  from
June 1992 until  August  1996;  and served as Vice  President,  Treasurer  and a
director from July 1992 to January 2000 of Golf Rounds.

     Section  16(a)  of the  Securities  Exchange  Act  requires  the  Company's
officers and directors and persons who own more than ten percent of a registered
class of the  Company's  equity  securities,  to file reports of  ownership  and
changes  in  ownership  on  Forms 3, 4 and 5 with the  Securities  and  Exchange
Commission ("SEC") and the National  Association of Securities Dealers ("NASD").
Officers and directors and greater than ten percent stockholders are required by
SEC  regulation to furnish the Company with copies of all Forms 3, 4 and 5 which
they file.

                                     III-2



<PAGE>



          Based  solely on the  Company's  review of the copies of such forms it
     has received,  the Company  believes  that all its officers,  directors and
     greater  than ten  percent  beneficial  owners  complied  with  all  filing
     requirements  applicable to them with respect to transactions during fiscal
     2001.

     Item 10. EXECUTIVE COMPENSATION
              ----------------------

          There is shown below  information  concerning the annual  compensation
     for  services in all  capacities  to the Company for the fiscal years ended
     December 31, 2001,  2000 and 1999,  for those persons who were, at December
     31,  2001 (i) the chief  executive  officer  and (ii) the other most highly
     compensated  officers of the  Company,  whose annual  compensation  exceeds
     $100,000 (the "Named Officers").


                           Summary Compensation Table
<TABLE>
<S>                      <C>      <C>          <C>          <C>          <C>                 <C>

                                                                          Long-Term
Name and Principal                    Annual Compensation(1)(2)          Compensation        Other
Officer                           ----------------------------------    --------------    -----------
                         Year     Salary       Bonus        Other(3)     Options(#)

Paul O. Koether          2001     $240,000     $      -     $104,699         -                 -
Chairman, Presi-         2000     $203,333     $ 25,000     $155,814         -                 -
dent and Chief           1999     $200,000     $      -     $200,471         -                 -
Executive Officer


John W. Galuchie, Jr.    2001     $190,352     $      -     $    152         -                 -
Executive Vice Presi-    2000     $180,833     $ 12,500     $  1,203         -                 -
dent and Treasurer       1999     $175,833     $      -     $    412         -                 -

</TABLE>
----------------------------------------------------

     (1) The  Company  has no  bonus or  deferred  compensation  plans  and pays
     bonuses at the discretion of the Board based on performance.

     (2) The individuals named in the table above received  incidental  personal
     benefits  during the fiscal years covered by the table.  The value of these
     incidental  benefits did not exceed the lesser of either  $50,000 or 10% of
     the total annual salary and bonus  reported for any of the Named  Officers.
     Such amounts are excluded from the table.

     (3) Represents  commissions  paid by Winston to these  individuals in their
     capacity as registered representatives for securities trades made for their
     respective customers.

          There were no stock options  granted  pursuant to the  Company's  1987
     Non-Qualified  Stock Option Plan (the "Plan") during the fiscal years ended
     December 31, 2001, 2000 and 1999 to the Named Officers. All activity in the
     Plan was  completed as of December  31, 2000 and there were no  outstanding
     options as of December 31, 2001.

     Remuneration of Directors
     -------------------------

          Directors who are not  employees of the Company  receive a monthly fee
     of $1,000  plus  $200 for each day of  attendance  at board  and  committee
     meetings.  During 2001, the Company paid  directors'  fees in the aggregate
     amount of approximately $52,000.

                                     III-3


<PAGE>



Compensation Arrangements
-------------------------

     In April,  1990, the Company and Paul O. Koether entered into an employment
agreement  ("Agreement")  pursuant to which Mr.  Koether serves as the Company's
Chairman  for an  initial  three-year  term  ("Commencement  Date") at an annual
salary of $175,000 (changed to $240,000 in December 2000) ("Base Salary"), which
may be increased but not decreased at the  discretion of the Board of Directors.
The term is to be automatically  extended one day for each day elapsed after the
Commencement Date.

     Mr.  Koether may terminate his  employment  under the Agreement at any time
for "good reason" (defined below) within 36 months after the date of a Change in
Control (defined below) of the Company.  Upon his termination,  he shall be paid
the greater of the (i) Base Salary and any bonuses  payable  under the Agreement
through the  expiration  date of the  Agreement or (ii) an amount equal to three
times the  average  annual  Base  Salary  and  bonuses  paid to him  during  the
preceding five years.

     Change in  Control  is deemed to have  occurred  if (i) any  individual  or
entity,  other than  individuals  beneficially  owning,  directly or indirectly,
common  stock of the Company  representing  30% or more of the  Company's  stock
outstanding as of April,  1990, is or becomes the beneficial owner,  directly or
indirectly,  of  30%  or  more  of  the  Company's  outstanding  stock  or  (ii)
individuals  constituting  the Board of  Directors  on April,  1990  ("Incumbent
Board"),  including any person subsequently  elected to the Board whose election
or nomination  for election was approved by a vote of at least a majority of the
Directors  comprising  the  Incumbent  Board,  cease  to  constitute  at least a
majority of the Board.  "Good reason" means a  determination  made solely by Mr.
Koether,  in good  faith,  that as a result  of a Change  in  Control  he may be
adversely  affected  (i) in carrying out his duties and powers in the fashion he
previously enjoyed or (ii) in his future prospects with the Company.

     Mr.  Koether may also  terminate  his  employment  if the Company  fails to
perform its  obligations  under the Agreement  (including any material change in
Mr. Koether's duties,  responsibilities  and powers or the removal of his office
to a location more than five miles from its current  location)  which failure is
not cured within specified time periods.

     The Company may terminate Mr. Koether's  employment under the Agreement for
"cause" which is defined as (i) Mr. Koether's continued failure to substantially
perform his duties  under the  Agreement  (other than by reason of his mental or
physical  incapacity  or the removal of his office to a location  more than five
miles  from its  current  location)  which is not cured  within  specified  time
periods,  or (ii) Mr.  Koether's  conviction  of any  criminal act or fraud with
respect to the Company.  The Company may not terminate Mr. Koether's  employment
except by a vote of not less than 75 percent of the entire Board of Directors at
a meeting at which Mr. Koether is given the opportunity to be heard.

     In the event of Mr.  Koether's death during the term of the Agreement,  his
beneficiary  shall be paid a death benefit equal to the Base Salary per year for
three years payable in equal monthly  installments.  Should Mr.  Koether  become
"disabled"  (as such term is  defined in the  Agreement)  during the term of the
Agreement  and either  long-term  disability  insurance  is not  provided by the
Company or such policy does not provide an annual benefit to age 70 equal to 80%
or more of Mr.  Koether's  Base  Salary,  he shall be paid an annual  disability
payment equal to 80% of his Base Salary in effect at the time of the disability.
Such payments shall continue until Mr. Koether attains the age of 70.

     In September  1999, the Company  entered into an Employment  Agreement with
the Company's Executive Vice President,  John W. Galuchie, Jr., for a three-year
term  commencing  September,  1999 at an annual  salary of $180,000  (changed to
$190,000 in December  2000).  All other terms and  conditions of Mr.  Galuchie's


                                     III-4

<PAGE>



employment  agreement are identical to Mr. Koether's  agreement except that long
term  disability  payments  are equal to 70% of his base salary in effect at the
time of disability and such payments continue until Mr. Galuchie attains the age
of 65.



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

     The  following  table  provides  information  with respect to the Company's
common stock  beneficially owned as of February 28, 2002 by each director of the
Company,  by each person having beneficial  ownership of five percent or more of
the Company's common stock and by all directors and officers of the Company as a
group.

                                       Amount and Nature
 Name and Address                        of Beneficial             Percent of
of Beneficial Owner                       Ownership(1)                Class
-------------------                 -----------------------        ----------

Paul O. Koether                           943,608(2)                 55.87%
 211 Pennbrook Road
 Far Hills, NJ 07931

Shamrock Associates                       850,000                    50.33%
 211 Pennbrook Road
 Far Hills, NJ 07931

Tweedy, Brown Company, LLC                138,766(3)                  8.22%
 52 Vanderbilt Avenue
 8th Floor
 New York, NY 10017

Dimensional Fund Advisors, Inc.            85,480(4)                  5.06%
 1299 Ocean Avenue 11th Floor
 Santa Monica, CA 90401

M. Michael Witte                                -                        -
 1120 Granville Avenue
 Suite 102
 Los Angeles, CA 90049

Casey K. Tjang                              6,000                        *
 510 Tallwood Lane
 Greenbrook, NJ 08812

Mathew E. Hoffman                           7,000                        *
 62 Rosehill Avenue
 New Rochelle, NY 10804

John W. Galuchie, Jr.                      48,332(5)                  2.86%
 376 Main Street
 Bedminster, NJ 07921

Qun Yi Zheng                                    -                        -
 375 Huyler Street
 South Hackensack, NJ 07606

All Directors and Officers                976,608                    57.83%
 as a Group (6 persons)
-----------------------------------------
*Less than 1 percent.

                                     III-5



<PAGE>


     (1)  The beneficial  owner has both sole voting and sole investment  powers
          with respect to these shares  except as set forth in this  footnote or
          in other footnotes below.

     (2)  Includes the 850,000 Shares  beneficially owned by Shamrock Associates
          ("Shamrock").  As a general  partner of Shamrock,  Mr.  Koether may be
          deemed to own these shares beneficially.  Includes 28,332 shares owned
          by Sun Equities  Corporation  ("Sun"), a private  corporation of which
          Mr. Koether is the Chairman and a principal  stockholder.  Mr. Koether
          is  also a  limited  partner  of  Shamrock  and may be  deemed  to own
          beneficially   that   percentage  of  the  shares  owned  by  Shamrock
          represented  by his  partnership  percentage.  Mr.  Koether  disclaims
          beneficial ownership of such shares.

     (3)  According to Schedule  13G filed on January 28, 2002 by Tweedy,  Brown
          Company, LLC, TBK Partners, L.P. and Vanderbilt Partners, L.P.

     (4)  According  to Schedule  13G filed on January  30, 2002 by  Dimensional
          Fund Advisors, Inc. ("Dimensional"),  an investment advisor registered
          under  Section  203 of the  Investment  Advisors  Act  of  1940,  that
          furnishes  investment advice to four investment  companies  registered
          under the  Investment  Company Act of 1940,  and serves as  investment
          manager  to  certain  other   commingled  group  trusts  and  separate
          accounts.  These  investment  companies,  trusts and  accounts are the
          "Funds".  In its role as  investment  advisor or manager,  Dimensional
          possesses  voting and/or  investment  power over the securities of the
          issuer  described  in  this  schedule  are  owned  by the  Funds.  All
          securities   reported  in  this  schedule  are  owned  by  the  Funds.
          Dimensional disclaims beneficial ownership of such securities.

     (5)  Includes  28,332 Shares owned by Sun, a private  corporation  of which
          Mr.  Galuchie  is a  director  and  officer.  Mr.  Galuchie  disclaims
          beneficial ownership of such shares.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

     Rosenman & Colin LLP ("R&C")  performed  legal work for the Company and its
affiliates  in 2001 and 2000.  Natalie  I.  Koether,  wife of the  Chairman  and
President of the Company, is of counsel to R&C and also employed by the Company.
Aggregate fees and expenses billed by R&C to the Company and its subsidiaries in
2001 and 2000 were approximately $47,000 and $39,000, respectively. Mrs. Koether
received  $150,000  in both 2001 and 2000,  respectively,  as an  employee.  She
received no compensation from R&C related to fees charged to the Company for her
time. The payable to R&C at December 31, 2001 was approximately $24,000.

     Since March 1990 certain non-subsidiary affiliates have rented office space
from the Company.  The Company's aggregate rental income from these arrangements
was approximately $43,000 in 2001 and 2000.

     The Company  reimburses  an affiliate  for the direct cost of certain group
medical insurance,  and office supplies.  Such reimbursements were approximately
$160,000 and $187,000 during 2001 and 2000, respectively.

     Eligible employees can elect to participate in the Company's  qualified 401
(k) Retirement Plan (the "Plan"). Employees may voluntarily contribute up to 15%
of their compensation, not to exceed the Internal Revenue Service limit ($10,500
in 2001  and  2000).  The  employees'  contributions  are  100%  vested  and the
Company's contribution,  if any, vests over a six-year period in accordance with
the vesting schedule in the Plan. There was no employer matching contribution in
2001 or 2000.

                                     III-6






<PAGE>


                                     PART IV


Item 13.          EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

     The following exhibits are filed as part of this report:

(a) Exhibits

          3.1         Bylaws of the Registrant, as amended. (l)

          3.2(a)      Articles  of  Incorporation  of  Registrant,  as   amended
                      (including  certificate  of  stock designation for  $2.575
                      Cumulative   Convertible Exchangeable Preferred Stock).(2)

          3.2(b)      Certificate of Amendment to Certificate of Incorporation.
                      (3)

          3.2(c)      Certificate  of Amendment  to Certificate of Incorporation
                      dated September 26, 1991. (4)

          10.1        1987 Non-Qualified Executive Stock Option Plan. (6)

          10.2        Employment  Agreement,  dated  July 1, 2001 by and between
                      Kent  Financial  Services,  Inc.  and Paul O. Koether. (7)

          10.3        Employment  Agreement,  dated July 1, 2001 by and  between
                      Kent Financial Services, Inc., and John W.Galuchie, Jr.(7)

          21          Subsidiaries*



(b) Reports on Form 8-K
    -------------------

               On December 4, 2001 the  Company  filed a Form 8-K in  connection
               with a change in Auditors to Amper, Politziner & Mattia, P.A. for
               the fiscal year end  December  31,  2001.

-------------------
*       Filed herewith.

(1)  Incorporated by reference to Texas American Energy Corporation Registration
     Statement, as amended, on Form S-l, No. 33-11109.

(2)  Incorporated by reference to Texas American Energy  Corporation  Form 10-K,
     for the fiscal year ended December 31, 1984.

(3)  Incorporated  by reference to Texas American Energy  Corporation  Form 10-K
     for the fiscal year ended December 31, 1987.

(4)  Incorporated  by reference to Kent Financial  Services,  Inc. Form 10-Q for
     the quarter ended September 30, 1991.

(5)  Intentionally left blank.

(6)  Incorporated  by  reference  to Texas  American  Energy  Corporation  Proxy
     Statement dated November 11, 1987.

(7)  Incorporated by reference to Kent Financial Services, Inc., Form 10-QSB for
     the quarter ended June 30, 2001.

                                      IV-1





<PAGE>



                                   SIGNATURES

In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                     KENT FINANCIAL SERVICES, INC.


Dated:  March 28, 2002               BY       /s/ Paul O. Koether
                                              ----------------------------------
                                              Paul O. Koether
                                              Chairman of the Board, President
                                              and Director
                                              (Principal Executive Officer)



Dated:  March 28, 2002               BY       /s/ John W. Galuchie, Jr.
                                              ----------------------------------
                                              John W. Galuchie, Jr.
                                              Executive Vice President
                                              (Principal Financial and
                                              Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.


Dated:  March 28, 2002                        /s/ Paul O. Koether
                                              ----------------------------------
                                              Paul O. Koether
                                              Chairman of the Board,
                                              President and Director
                                              (Principal Executive Officer)


Dated:  March 28, 2002                        /s/ Mathew E. Hoffman
                                              ----------------------------------
                                              Mathew E. Hoffman
                                              Director


Dated:  March 28, 2002                        /s/ Casey K. Tjang
                                              ----------------------------------
                                              Casey K. Tjang
                                              Director

Dated:  March 28, 2002                        /s/ M. Michael Witte
                                              ----------------------------------
                                              M. Michael Witte
                                              Director

Dated:  March 28, 2002                        /s/ Qun Yi Zheng
                                              ----------------------------------
                                              Qun Yi Zheng
                                              Director

                                      IV-2








<PAGE>




                                                                    EXHIBIT 21


                          KENT FINANCIAL SERVICES, INC.

                                  SUBSIDIARIES




Name of Subsidiary                                     State of Incorporation
------------------                                     ----------------------



Asset Value Holdings, Inc.                                    Delaware

Asset Value Management, Inc.                                  Delaware

Kent Advisors, Inc.                                           New Jersey

Texas American Petrochemicals, Inc. (Inactive)                Texas

T. R. Winston & Company, Inc.                                 New Jersey