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, 2003

[ ]       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,  2003  were
approximately $3.2 million.

     At  February  27,  2004,  there  were  1,483,153  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 $2.5 million.

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

<PAGE>

                                     PART I
                                     ------

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

General
-------

     Until July 31,  2003,  the  Company  owned T. R.  Winston &  Company,  Inc.
("Winston,  Inc."),  a  licensed  securities  broker-dealer  and a  wholly-owned
subsidiary.  Effective July 31, 2003,  the Company sold 60% of Winston,  Inc. to
two  executives of Winston,  Inc. (the  "Agreement").  Immediately  prior to the
sale,  Winston,  Inc.  paid  cash to Kent  reducing  Winston,  Inc's.  equity to
$500,000 and subsequently  Winston, Inc. was reorganized to form T. R. Winston &
Company,  LLC  ("Winston").  The Company  then  recorded its 40%  investment  in
Winston at $200,000.  Subsequent to the Agreement, the Company has no management
responsibility  for  Winston  but is  entitled  to a 40%  distributive  share of
Winston's  profits  as  defined  by the  Agreement,  and is  accounting  for its
investment  in Winston by the equity  method.  In 2003,  $20,000 was recorded as
income  related to the  Company's  equity  interest  in  Winston.  A copy of the
Agreement  was filed as an exhibit to the  Company's  Form 10-QSB for the period
ended June 30, 2003.

     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, 2003,  the equity  capital of AVF was  approximately  $9.2  million.  AVF is
wholly-owned  by the  Company.  AVF  principally  selects  investments  using  a
value-based  approach.  At December 31, 2003, AVF held 9 equity investments,  of
which  four  consisted  of  owning  more than 5% of the  investee's  outstanding
capital stock. These investments are as follows:

                                                                 Percentage
Security                   Description of Business                Ownership
--------                   -----------------------               ----------

Cortech, Inc.              Manages its technology portfolio          46%
                           and is seeking an acquisition of
                           an operating business

General Devices, Inc.      Seeks to acquire an operating             37%
                           business

Dewey Electronics Corp     Manufactures electronic and               10%
                           eletromechanical devices for
                           the military

GolfRounds.com, Inc.       Seeks to acquire an operating              5%
                           business





                                      I-1

<PAGE>

     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
losses from declines in the market value of securities positions.

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

     Until  July  31,  2003 the  Company  owned  100% of  Winston  (see  Item 1.
Description  in  Business  -  General).  Winston  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 Winston.  Winston 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.  Winston 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  Winston'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


                                      I-2

<PAGE>

increasing  competition in markets  traditionally  dominated by investment banks
and retail securities firms.

Employees
---------

     As of December 31, 2003, the Company and its wholly-owned  subsidiaries had
4 employees.

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 Company's aggregate rental
income was approximately $70,000 in the year ended 2003 and $43,000 during 2002.
The  increase in 2003 was due to the  non-consolidation  of Winston in the later
part of 2003.  The office  building  is  collateral  for a mortgage  loan with a
balance of approximately $658,000 at December 31, 2003, bearing interest on that
date at the rate of 7.875% per annum. The interest rate is subject to adjustment
every five years with the next  adjustment date occurring in September 2004. The
mortgage loan is payable to a bank in equal monthly payments of $5,345 including
interest, through November 2024.


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  authorized by the
Texas Regulations to clean up any contaminants.  The Company does not believe it
has any liability in connection with this environmental matter.











                                      I-3

<PAGE>

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

     The Company held its Annual  Meeting of  Stockholders  on November 3, 2003.
Management's  nominees,  Messrs. Paul O. Koether, Casey K. Tjang, and M. Michael
Witte, were elected to the Board of Directors.

     The following is a vote tabulation for all nominees:

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

            Paul O. Koether          1,006,193              -
            Casey K. Tjang           1,006,193              -
            M. Michael Witte         1,006,193              -






































                                      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") SmallCap 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:

     2003

     First Quarter                     $  3.30                  $   3.02
     Second Quarter                    $  4.25                  $   3.23
     Third Quarter                     $  5.04                  $   3.49
     Fourth Quarter                    $  4.61                  $   3.74

     2002

     First Quarter                     $  5.75                  $   4.05
     Second Quarter                    $  4.15                  $   3.60
     Third Quarter                     $  4.24                  $   3.23
     Fourth Quarter                    $  3.60                  $   3.09

     As of February 29, 2004, the Company had approximately  1,672  stockholders
of record of its common  stock.  The closing price of the common stock was $5.13
on February 27, 2004.

     The Company did not pay  dividends in 2003 or 2002 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,  2003,  the  Company  had  consolidated   cash  and  cash
equivalents of approximately  $3.7 million.  Cash equivalents  consisted of U.S.
Treasury  Bills with original  maturities  of three months or less,  with yields
ranging between .874% and .939%. The Company and its subsidiaries  also maintain
interest bearing balances in its brokerage accounts.  The Company had securities


                                      II-1

<PAGE>

owned valued at approximately $6.5 million at December 31, 2003. 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 $658,000
at December 31, 2003.  The loan  currently  bears interest at the rate of 7.875%
with principal  payments  amortized over twenty-five years. The interest rate is
subject to adjustment  every five years.  The loan matures in November 2024. The
Company believes that its liquidity is adequate for future operations  including
the costs of acquiring new business.

     Net cash of approximately  $3.8 million was provided by operations in 2003,
compared to net cash used in operations of  approximately  $3.1 million in 2002.
Net income of  $357,000 in 2003  compared  to a net loss in 2002 of  $1,739,000,
combined  with the reduction in securities  owned,  offset by the  difference in
unrealized gains and losses on securities owned were the primary reasons for the
cash  provided  by  operations  in 2003  compared  to the net cash used in 2002.
Unrealized gains and losses are included in consolidated operations,  but do not
utilize or generate cash flows.

     In 2003, cash of $240,000 was used in investing activities due primarily to
the  investment  in Winston,  compared to cash used in investing  activities  of
$2,000 in 2002.

     During 2003, the Company  repurchased 31,316 shares of its common stock for
an aggregate cost of approximately  $113,000.  In 2002, the Company  repurchased
29,017  shares  for an  aggregate  cost of  approximately  $105,000.  All shares
acquired were  purchased at market prices and have been canceled and returned to
the status of authorized and unissued shares.

     In 2003,  $390,000 was recorded as a liability in  connection  with sale of
Winston.  Due to the characteristics of this accrual,  the $390,000 was recorded
as a deduction in stockholders' equity in the accompanying financial statements.
(For  more  information  see  Note  1 of  Notes  to the  Consolidated  Financial
Statements).

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

     The  Company  had net  income in 2003 of  $357,000,  ($.22  basic and fully
diluted income per share) compared to a net loss of $1,739,000  ($1.04 basic and
fully diluted loss per share) in 2002. Total brokerage revenue,  which consisted
of commissions and principal  trading  transactions at Winston was approximately
$2 million in 2003, an increase of $338,000 from 2002 total brokerage revenue of
$1.7 million.  Brokerage  expenses  (including all fixed and variable  expenses)
increased by $42,000 from $1,122,000 in 2002 to $1,164,000 in 2003. The increase
in total brokerage revenue, total brokerage expense and net brokerage income for
2003  compared to 2002 was due to Winston  acting as placement  agent for a real
estate exchange  program.  Effective July 31, 2003 when 60% of Winston was sold,

                                      II-2

<PAGE>

the Company began  accounting for its investment in Winston by the equity method
and accordingly  $20,000 in income was recorded for the period of August 1, 2003
through December 31, 2003.

     Net investing  gains were $663,000 in 2003, an increase of $1,584,000  from
net investing  losses in 2002 of $921,000.  This  fluctuation is principally the
result of an  increase in the  carrying  value of  selected  investments  in the
Company's investment portfolio.

     Affiliates  of the Company pay an  administrative  fee of $19,000 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 was  $285,000  in 2003  compared to
$507,000 in 2002.  The decrease was the result of lower  interest rates on lower
invested  balances of the Company's cash  equivalents  combined with a reduction
resulting from the sale of Winston.

     General and  administrative  expenses were $1.6 million in 2003, a decrease
of  $200,000  from  the  $1.8  million  recorded  in  2002.  This  decrease  was
principally  the  result of the sale of  Winston,  offset by higher  legal  fees
incurred in connection with the sale.

     Interest expense decreased from $255,000 in 2002 to $55,000 in 2003, due to
the sale of Winston.

Critical Accounting Estimates
-----------------------------

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  The Company has  identified  the valuation of  securities  owned and
non-readily  marketable  securities  as  critical  accounting  estimates.  These
estimates, which are particularly susceptible to change, include the assumptions
used in determining the fair value of these securities.

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 price movements of its securities
holdings.


                                      II-3

<PAGE>

     The fair value of securities  owned at December 31, 2003 was  approximately
$6.5 million for its long positions. The potential change in fair value, using a
hypothetical  10% decline in prices,  is estimated to be a $650,000 loss for its
long  positions as of December  31,  2003.  For working  capital  purposes,  the
Company invests in U.S. Treasury Bills or maintains interest bearing balances in
its  brokerage  accounts  which  are  classified  as  cash  equivalents  in  the
consolidated financial statements.

Investment Company Act of 1940
------------------------------

     As a result of the  Company's  sale of 60% of its holdings of Winston,  the
Company  believes that a large portion of its remaining assets may be classified
as "investment securities" as such term is defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). If the Company,  therefore, were deemed to
be an investment company under the 1940 Act, it would be required to register as
an investment  company with the  Securities  and Exchange  Commission  and would
become  subject  to the  regulatory  duties  and  restrictions  of the 1940 Act,
including, but not limited to, restrictions on:

         o  operating methods;
         o  management structure;
         o  capital structure and debt issuance;
         o  issuance of dividends; and
         o  transactions with affiliates

     These  restrictions  would require the Company to significantly  change the
manner in which it conducts its operations  and require it to incur  significant
expenses  for which it has not  provided.  This would  have a  material  adverse
effect on the Company's results of operations.

     Furthermore,  if the Company were deemed to be an  unregistered  investment
company,  it would be  subject to  substantial  restrictions  on its  ability to
conduct its present  business  activities  unless it became  registered with the
Securities  and  Exchange  Commission.  These  restrictions  would  also  have a
material adverse effect on the Company's results of operations.

     The Company intends to engage primarily in a business other than that of an
investment  company and,  unless an exclusion  from the definition of investment
company under the 1940 Act is available to it, the Company intends on taking all
action  necessary to prevent it from being deemed an investment  company  within
the time  permitted by the 1940 Act. This may include  reducing the value of the
"investment  securities"  that the Company  holds as a  percentage  of its total
assets and any other  actions  that the Company  deems to be  appropriate.  This
reduction  could  be  achieved  in a  number  of  ways,  including  through  the
disposition of "investment  securities"  and the  acquisition of  non-investment
security assets.  If the Company is required to sell "investment  securities" it
may be forced to sell them sooner than it otherwise would and these dispositions

                                      II-4

<PAGE>

may be made  under  unfavorable  market  conditions  resulting  in losses to the
Company.

     Currently,   the  Company  has  retained  a  consultant  to  advise  it  on
acquisition opportunities,  contacted investment banking firms, business brokers
and commercial  banks in an effort to consummate a suitable  acquisition as soon
as  possible,  and in any event,  within the time  permitted by the 1940 Act. In
addition the Company president is devoting a substantial  portion of his time in
evaluating  alternatives.  These  efforts  are  being  supported  by  the  chief
financial officer and the Company's outside directors.  The Company is currently
in the preliminary stages of evaluating potential acquisition opportunities.




































                                      II-5

<PAGE>

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

     The financial statements filed herein are listed below:

     Independent Auditors' Report

     Financial Statements:

          Consolidated Balance Sheet - December 31, 2003

          Consolidated Statements of Operations -
                Years ended December 31, 2003 and 2002

          Consolidated Statements of Stockholders' Equity -
                Years ended December 31, 2003 and 2002

          Consolidated Statements of Cash Flows -
                Years ended December 31, 2003 and 2002

          Notes to Consolidated Financial Statements -
                Years ended December 31, 2003 and 2002


























                                      II-6

<PAGE>

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  as of  December  31,  2003,  and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years  ended  December  31,  2003 and  2002.  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 audits.

We conducted our audits 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
audits provide 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, 2003, and the results of their operations and their
cash flows for the years ended  December 31, 2003 and 2002, in  conformity  with
accounting principles generally accepted in the United States of America.







/s/ Amper, Politziner & Mattia P.C.


February 27, 2004
Edison, New Jersey





                                      F-1

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003
                                 ($000 Omitted)


ASSETS
------

Cash and cash equivalents                                         $  3,737
Securities owned                                                     6,509
Investment in T. R. Winston                                            258
Property and equipment:
  Land and building                                                  1,447
  Office furniture and equipment                                        81
                                                                  --------
                                                                     1,528
  Accumulated depreciation                                       (     543)
                                                                  --------
    Net property and equipment                                         985
Other assets                                                             8
                                                                  --------
      Total assets                                                $ 11,497
                                                                  ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
  Securities sold, not yet purchased                              $    899
  Accounts payable and accrued expenses                                800
  Mortgage payable                                                     658
  Put option                                                           390
  Accrual for previously discontinued operations                       166
                                                                  --------
      Total liabilities                                              2,913
                                                                  --------

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;
  1,628,474 shares outstanding                                         163
Additional paid-in capital                                          13,515
Accumulated deficit                                              (   4,704)
Deferred compensation                                            (     390)
                                                                  --------
      Total stockholders' equity                                     8,584
                                                                  --------
      Total liabilities and stockholders' equity                  $ 11,497
                                                                  ========


          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      ($000 Omitted, except per share data)


                                                    Year ended December 31,
                                                    -----------------------
                                                      2003           2002
                                                    --------       --------

Revenues:
  Brokerage commissions and fees                    $ 1,869         $ 1,241
  Principal transactions:
    Trading                                             122             412
    Investing gains (losses)                            663        (    921)
  Management fee income                                 228             198
  Equity in earnings of T. R. Winston                    20               -
  Interest, dividends and other                         285             507
                                                    -------         -------
      Total revenues                                  3,187           1,437
                                                    -------         -------

Expenses:
  Brokerage                                           1,164           1,122
  General, administrative and other                   1,577           1,796
  Interest                                               55             255
                                                    -------         -------
      Total expenses                                  2,796           3,173
                                                    -------         -------

Income (loss) before income taxes                       391        (  1,736)
Provision for income taxes                               34               3
                                                    -------         -------
Net income (loss)                                   $   357        ($ 1,739)
                                                    =======         =======

Basic and diluted net income (loss)
  per common share                                  $   .22        ($  1.04)
                                                    =======         =======

Weighted average number of common shares
 outstanding (in 000's)                               1,646           1,674
                                                    =======         =======













          See accompanying notes to consolidated financial statements.


                                      F-3

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 ($000 Omitted)



<TABLE>

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


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


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

Repurchase and cancellation
  of common stock                 (       3)    (     102)            -               -        (     105)

Net loss                                  -             -     (   1,739)              -        (   1,739)
                                   --------      --------      --------        --------         --------

Balance, December 31, 2002              166        13,625     (   5,061)              -            8,730

Repurchase and cancellation
  of common stock                 (       3)    (     110)            -               -        (     113)

Deferred compensation                     -             -             -       (     390)       (     390)

Net income                                -             -           357               -              357
                                   --------      --------      --------        --------         --------

Balance, December 31, 2003         $    163      $ 13,515     ($  4,704)      ($    390)        $  8,584
                                   ========      ========      ========        ========         ========

</TABLE>






          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)

                                                      Year Ended December 31,
                                                      -----------------------
                                                        2003           2002
                                                      --------       --------

Cash flows from operating activities:
  Net income (loss)                                    $   357        ($1,739)
  Adjustments to reconcile net earnings to net
   cash provided by (used in) operating activities:
    Depreciation and amortization                           38             42
    Unrealized (gains) losses on securities owned     (    769)           377
    Change in investment in T. R. Winston             (     20)             -
  Change in operating assets and liabilities:
    Change in securities owned                           4,125        ( 1,773)
    Change in accounts payable and accrued expenses   (     92)            88
    Other, net                                             135        (   119)
                                                       -------         ------
          Net cash provided by (used in)
            operating activities                         3,774        ( 3,124)
                                                       -------         ------

Cash flows from investing activities:
  Purchase of equipment                               (      2)       (     2)
  Investment in T. R. Winston                         (    238)             -
                                                       -------         ------
          Net cash used in investing activities       (    240)       (     2)
                                                       -------         ------

Cash flows from financing activities:
  Repurchase of common stock                          (    113)       (   105)
  Scheduled mortgage payments                         (     12)       (    11)
                                                       -------         ------
          Net cash used in financing activities       (    125)       (   116)
                                                       -------         ------

Net increase (decrease) in cash and
  cash equivalents                                       3,409        ( 3,242)
Cash and cash equivalents at beginning of period           328          3,570
                                                       -------         ------
Cash and cash equivalents at end of period             $ 3,737         $  328
                                                       =======         ======

Supplemental Disclosures of Cash Flow Information:
  Cash paid for:
    Interest                                           $    52         $  255
                                                       =======         ======
    Taxes                                              $     2         $   10
                                                       =======         ======
  Non-cash put option liability                        $   390         $    -
                                                       =======         ======





          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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., Texas American  Petrochemicals,  Inc.  ("TAPI") and Asset Value
Management,  Inc.  and its  respective  subsidiaries,  Asset Value Fund  Limited
Partnership  ("AVF"),  and Asset Value  Holdings,  Inc. TAPI and Kent  Advisors,
Inc., are inactive.  All material  intercompany  balances and transactions  have
been eliminated in consolidation.

Certain   reclassifications  have  been  made  to  the  prior  year's  financial
statements to conform to the current year's presentation.

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 of U. S. Treasury Bills with original maturity
of 90 days that matured through March 2004 and were substantially all reinvested
for an additional 90 days. The Company also maintains  interest bearing balances
in its brokerage  accounts.  All cash and cash equivalents are on deposit either
with a major money center bank or with the securities broker dealer.

Securities Owned And Securities Sold, Not Yet Purchased
-------------------------------------------------------

Securities  owned and securities sold, not yet purchased are recorded on a trade
date basis and are valued at fair value.

The Company 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.





                                      F-6

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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.

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

Kent and  subsidiaries  receive  interest  income on its credit  balances at its
securities  broker dealer and is charged  interest expense on its debit balances
at the securities broker dealer, if applicable.

Winston  receives  interest income on its credit balances at the clearing broker
and was charged  interest  expense on its debit balances at the clearing broker.
Prior to the sale of Winston  such  interest  income and expense was recorded in
the consolidated financial statements.

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.





                                      F-7

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

Estimates
---------

The  preparation  of financial  statements  in  conformity  with U.S.  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.

Sale of T. R. Winston
---------------------

Until July 31, 2003,  the Company's  business was comprised  principally  of the
operation of T. R. Winston & Company,  Inc.  ("Winston"),  a licensed securities
broker-dealer  and a  wholly-owned  subsidiary.  Effective  July 31,  2003,  the
Company  sold 60% of Winston to two  executives  of Winston  (the  "Agreement").
Immediately  prior to the sale,  Winston  paid cash to Kent  reducing  Winston's
equity to $500,000.  The Company then recorded its 40%  investment in Winston at
$200,000.   Subsequent  to  the   Agreement,   the  Company  has  no  management
responsibility  for  Winston  but is  entitled  to a 40%  distributive  share of
Winston's  profits  as  defined  by the  Agreement,  and is  accounting  for its
investment in Winston by the equity method.

Recent Accounting Standards
---------------------------

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and Hedging  Activities".  SFAS No. 149 clarifies under
what  circumstances  a  contract  with  an  initial  net  investment  meets  the
characteristics  of a derivative  as  discussed  in  Statement  No. 133. It also
specifies when a derivative contains a financing component that warrants special
reporting  in the  Consolidated  Statement  of Cash  Flows.  SFAS No. 149 amends
certain  other  existing  pronouncements  in order  to  improve  consistency  in
reporting  these  types of  transactions.  The new  guidance  is  effective  for
contracts  entered  into or  modified  after  June  30,  2003,  and for  hedging
relationships  designated after June 30, 2003. The adoption of this standard did
not have an impact on the Company's consolidated financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of Both Liabilities and Equity".  SFAS No. 150
specifies that instruments within its scope embody obligations of the issuer and


                                      F-8

<PAGE>

that,  therefore,  the issuer must  classify them as  liabilities.  SFAS No. 150
requires  issuers to classify as liabilities  the following  three types of free
standing financial instruments:  (1) mandatory redeemable financial instruments;
(2) obligations to repurchase the issuer's equity shares by transferring  assets
and (3) certain  obligations to issue a variable number of shares.  SFAS No. 150
defines a "freestanding financial instrument" as a financial instrument that (1)
is entered into  separately and apart from any of the entity's  other  financial
instruments or equity  transactions  or (2) is entered into in conjunction  with
some other  transaction and can be legally  detached and exercised on a separate
basis.  For all  financial  instruments  entered into or modified  after May 31,
2003, SFAS No. 150 is effective immediately. For all other instruments of public
companies,  SFAS No. 150 goes into effect at the  beginning of the first interim
period  beginning  after  June 15,  2003.  For  contracts  that were  created or
modified  before  May 31,  2003 and still  exist at the  beginning  of the first
interim  period  beginning  after  June 15,  2003,  entities  should  record the
transition to SFAS No. 150 by reporting the cumulative  effect of a change in an
accounting  principle.  SFAS No. 150 prohibits entities from restating financial
statements  for earlier  years  presented.  The adoption of SFAS No. 150 did not
have an impact on the Company's consolidated financial statements.

2.   BUSINESS
     --------

The Company's business is comprised principally of the management of AVF. 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.

The Company also  maintains an investment  in T. R. Winston & Company,  LLC. See
Footnote 4 for information on this investment.
















                                      F-9

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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

Securities owned and securities sold, not yet purchased as of December 31, 2003,
consisting  of  portfolio   positions  (equity   securities)  held  for  capital
appreciation consist of the following (in 000's):

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

    Marketable equity securities
      Portfolio Positions of Greater
        than 5% of outstanding common stock:
          Cortech, Inc. (1,660,672 shares)          $ 5,331           $    -
          Dewey Electronics (143,300 shares)            566                -
          Golf Rounds.com, Inc. (189,600 shares)        205                -
          General Devices, Inc. (866,558 shares)        139                -
      All other portfolio positions                     268              899
                                                    -------           ------
    Aggregate market                                $ 6,509           $  899
                                                    =======           ======


4.   INVESTMENT IN T. R. WINSTON & COMPANY, LLC.
     -------------------------------------------

Until July 31, 2003, the Company owned T. R. Winston & Company,  Inc. ("Winston,
Inc."),  a licensed  securities  broker-dealer  and a  wholly-owned  subsidiary.
Effective July 31, 2003, the Company sold 60% of Winston, Inc. to two executives
of Winston, Inc. (the "Agreement"). Immediately prior to the sale, Winston, Inc.
paid cash to Kent reducing Winston,  Inc's.  equity to $500,000 and subsequently
Winston,  Inc. was reorganized to form T. R. Winston & Company, LLC ("Winston").
The Company then recorded its 40% investment in Winston at $200,000.  Subsequent
to the Agreement,  the Company has no management  responsibility for Winston but
is entitled to a 40% distributive  share of Winston's  profits as defined by the
Agreement, and is accounting for its investment in Winston by the equity method.
In 2003, $20,000 was recorded as income related to the Company's equity interest
in Winston.

Also,  in  connection  with the  Agreement  $390,000 was accrued as a put option
liability  payable to one of the  purchasing  officers  upon certain  conditions
which are described in the agreement. Due to the characteristics of this accrual
the $390,000  was not  expensed and was recorded as a deduction in  stockholders
equity in the accompanying financial statements.





                                     F-10

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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

The components of income tax expense are as follows:

                                                         ($000 Omitted)
                                                      Year Ended December 31,
                                                      -----------------------
                                                        2003           2002
                                                      --------       --------

                  Federal-Current                      $    -         $    -
                  State-Current                            34              3
                  Deferred                                  -              -
                                                       ------         ------

                           Total                       $   34         $    3
                                                       ======         ======

Total  income tax  expense  for the years  ended  December  31, 2003 and 2002 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,
                                                     -----------------------
                                                       2003           2002
                                                     --------       --------

Income tax expense (benefit) computed at
  statutory rates on total earnings (loss)
    before income taxes                               $  134        ($  590)

Increase (decrease) in tax from:
  State income tax, net of Federal benefit                22              2
  Change in estimate of net operating losses             291            174
 Expiration of state net operating loss
  carryforwards                                           16             47
Increase (decrease) in valuation allowance           (   539)           347
Other, net                                               110             23
                                                      ------         ------
    Total tax expense                                 $   34         $    3
                                                      ======         ======








                                      F-11

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002


The tax effects of significant  items  comprising the Company's net deferred tax
asset at December 31, 2003 are as follows:

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

         Deferred tax assets:
             Operating loss carryforwards                        $ 2,639
             Capital loss carryforwards                              241
             Alternative minimum tax credit carryforward             958
             Mark-to-market valuation adjustments                     83
             Deferred Compensation                                   156
             Other                                                    14
                                                                  ------
                                                                   4,091
         Valuation allowance                                    (  4,091)
                                                                 -------
         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, 2003, the valuation allowance decreased by $539,000, principally as
a result of the generation of new deferred tax assets.

Significant carryforward balances for Federal income tax purposes as of December
31, 2003 are: ($000 omitted)

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

         Net operating loss               $  7,079             2006 - 2023
         Capital loss carryforwards            603             2006 - 2007
         Alternative minimum tax credit        958                     N/A












                                      F-12

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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

The mortgage loan is collateralized by the Company's  headquarters  facility and
bears  interest  at the rate of 7.875%.  This rate is subject to change  every 5
years which will next occur during  September 2004. 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
                  ----                             --------
                  2004                              $  13
                  2005                                 14
                  2006                                 15
                  2007                                 16
                  2008                                 18
            Thereafter                                582
                                                    -----
                                                    $ 658
                                                    =====

7.   PUT OPTION LIABILITY
     --------------------

In connection  with the Agreement  relating to the sale of Winston  $390,000 has
been  accrued as of  September  30,  2003.  Due to the  characteristics  of this
accrual,  the  $390,000  was not  expensed  and was  recorded as a deduction  in
stockholders'  equity  in  the  accompanying  financial  statements.  (For  more
information on the Agreement, see Note 4.)

8.   CAPITAL STOCK
     -------------

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

In March  2001,  the Board of  Directors  approved  a plan to  repurchase  up to
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, 2003,  68,713  shares under the 2001 Plan have been
repurchased,  canceled  and  returned to the status of  authorized  but unissued
shares.







                                      F-13

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

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 have been
outstanding since December 31, 2000.

The  Company  accrues  compensation  expense for the  issuance of stock  options
granted  in  accordance  with  Accounting   Principles  Board  Opinion  No.  25,
"Accounting  for Stock  Issued  to  Employees."  There was no such  compensation
expense in 2003 and 2002.

9.   COMPENSATION ARRANGEMENTS
     -------------------------

On December 1, 2002,  the Company  entered  into an  employment  agreement  (the
"Agreement")  with the  Company's  Chairman  for a  three-year  term  commencing
December 1, 2002 (the  "Effective  Date") at an annual salary of $240,000 ("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.  Such
payments  shall  continue  until the  Chairman  reaches  age 75. The  Company is
accruing the present  value of the  contingent  payments  under this  agreement.
Included  is accrued  expenses at December  31, 2003 is  approximately  $502,000
related to this liability.

On July 1, 2001,  the Company  entered  into an  employment  agreement  with the
Company's then Executive Vice President for a three-year term commencing July 1,
2001 at an  annual  salary of  $190,000.  All other  terms  and  conditions  are


                                      F-14

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

identical to that of the Chairman's  agreement  except that long term disability
payments are equal to 70% of the base salary and such disability  payments shall
continue until age 65.  Effective with the sale of Winston this officer resigned
from the Company,  however certain terms and conditions still are in effect.  In
connection with the Amended and Restated Limited  Liability  Company  Agreement,
$390,000  has been accrued  relating to this  employment  agreement.  Due to the
characteristics of this accrual,  the $390,000 was not expensed and was recorded
as a deduction in stockholders equity in accompanying financial statement.

10.  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  authorized  by the Texas
Regulations in order to clean up any contaminants.  The Company does not believe
it has any liability in connection with this environmental matter.

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
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.

11.  TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

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  $70,000  and  $43,000  during  2003 and 2002,  respectively.  The


                                      F-15

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

increase in 2003 was due to the  non-consolidation  of Winston  during the later
part of 2003.

The Company  reimburses  affiliates for the direct cost of certain group medical
insurance,  and office supplies.  Such reimbursements were approximately $73,000
and $124,000 during 2003 and 2002, respectively.

12.  OFF-BALANCE SHEET RISK
     ----------------------

Winston is engaged in various trading and brokerage activities, on an agency and
principal basis.  Winston'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,
2003,  substantially  all of the securities  owned and the total receivable from
clearing  broker are positions  with and amounts due from this clearing  broker.
Winston is subject to credit  risk should the  clearing  broker be unable to pay
this balance.


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
subsidiary  AVF, as described in Note 2 of Notes to the  Consolidated  Financial
Statements.  AVF  does not  have an  individual  segment  managers  or  discrete
financial data used to allocate resources.

14.  401 K - PLAN
     ------------

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 ($12,000 in
2003 and $11,000 in 2002). 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 were no employer matching  contributions
in 2003 or 2002.




                                      F-16

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

15.  INVESTMENT COMPANY ACT OF 1940
     ------------------------------

As a result of the Company's sale of 60% of its holdings of Winston, the Company
believes  that a large  portion of its  remaining  assets may be  classified  as
"investment securities" as such term is defined in the Investment Company Act of
1940, as amended (the "1940 Act"). If the Company,  therefore, were deemed to be
an investment company under the 1940 Act, it would be required to register as an
investment company with the Securities and Exchange  Commission and would become
subject to the regulatory  duties and  restrictions of the 1940 Act,  including,
but not limited to, restrictions on:

         o  operating methods;
         o  management structure;
         o  capital structure and debt issuance;
         o  issuance of dividends; and
         o  transactions with affiliates

These restrictions would require the Company to significantly  change the manner
in which it conducts its operations and require it to incur significant expenses
for which it has not provided.  This would have a material adverse effect on the
Company's results of operations.

Furthermore,  if  the  Company  were  deemed  to be an  unregistered  investment
company,  it would be  subject to  substantial  restrictions  on its  ability to
conduct its present  business  activities  unless it became  registered with the
Securities  and  Exchange  Commission.  These  restrictions  would  also  have a
material adverse effect on the Company's results of operations.

The  Company  intends to engage  primarily  in a business  other than that of an
investment  company and,  unless an exclusion  from the definition of investment
company under the 1940 Act is available to it, the Company intends on taking all
action  necessary to prevent it from being deemed an investment  company  within
the time  permitted by the 1940 Act. This may include  reducing the value of the
"investment  securities"  that the Company  holds as a  percentage  of its total
assets and any other  actions  that the Company  deems to be  appropriate.  This
reduction  could  be  achieved  in a  number  of  ways,  including  through  the
disposition of "investment  securities"  and the  acquisition of  non-investment
security assets.  If the Company is required to sell "investment  securities" it
may be forced to sell them sooner than it otherwise would and these dispositions
may be made  under  unfavorable  market  conditions  resulting  in losses to the
Company.

Currently,  the Company has  retained a consultant  to advise it on  acquisition
opportunities,   contacted  investment  banking  firms,   business  brokers  and

                                      F-17

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     Years Ended December 31, 2003 and 2002

commercial  banks in an effort to consummate a suitable  acquisition  as soon as
possible,  and in any  event,  within  the time  permitted  by the 1940 Act.  In
addition the Company president is devoting a substantial  portion of his time in
evaluating  alternatives.  These  efforts  are  being  supported  by  the  chief
financial officer and the Company's outside directors.  The Company is currently
in the preliminary stages of evaluating potential acquisition opportunities.

16.  SUBSEQUENT EVENT
     ----------------

On January 2,  2004,  the Board of  Directors  approved a plan  authorizing  the
Company to purchase up to an additional 250,000 shares of it's common stock.































                                      F-18

<PAGE>

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

     None.

Item 8A.    CONTROLS AND PROCEDURES
            -----------------------

     As of the end of the period covered by this report,  based on an evaluation
of the  Company's  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934),  the Chief
Executive Officer and Chief Financial Officer of the Company have concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information  required to be disclosed by the Company in its Exchange Act reports
is recorded,  processed,  summarized  and reported  within the  applicable  time
periods specified by the SEC's rules and forms.

     There were no significant  changes in the Company's internal controls or in
any other factors that could  significantly  affect those controls subsequent to
the date of the most recent evaluation of the Company's internal controls by the
Company,  including  any  corrective  actions  with  regard  to any  significant
deficiencies or material weaknesses.


























                                      II-7

<PAGE>

                                    PART III
                                    --------

Item 9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS   AND  CONTROL  PERSONS;
            --------------------------------------------------------------------
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            -------------------------------------------------

     The  current  members of the Board of  Directors  were  elected at the 2003
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 29, 2004
were as follows:

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

      Paul O. Koether                    67              Chairman, Director and
                                                          President

      Casey K. Tjang                     65              Director

      M. Michael Witte                   77              Director

------------------------------------

     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 until December 31, 2003 when it was dissolved the general  partner
of Shamrock  Associates,  ("Shamrock") an investment  partnership  which was the
principal  stockholder of the Company; (ii) various positions with affiliates of
the Company, including Chairman since 1990 until August 1, 2003 and a registered
representative  since 1989 of T. R.  Winston & Company,  LLC.  ("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 has been 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") a
non-operating  company from July 1992 to January 2000.  Since  November 2003 Mr.
Koether has been General Partner of Emerald  Partners  ("Emerald") an investment
partnership.


                                     III-1

<PAGE>

     Casey K. Tjang has been a director of the Company since 1992.  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 has been a director  of the Company  since  1986.  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.

     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").  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.

     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 2003.

Audit Committee Financial Expert
--------------------------------

     The Board of Directors of the Company has determined that Casey K. Tjang is
an audit committee  financial expert as that term is defined under SEC rules and
that  Mr.  Tjang is  independent,  as the  term is used in Item  7(d)(3)(iv)  of
Schedule 14A under the Exchange Act.

Code of Ethics
--------------

     The Company is in the process of adopting its code of Ethics.






                                     III-2

<PAGE>

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, 2003,  2002 and 2001,  for those  persons who were, at December 31, 2003 (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").

<TABLE>


                           Summary Compensation 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         2003      $240,000      $     -        $ 69,113          -             -
Chairman, Presi-        2002      $240,000      $     -        $ 63,552          -             -
dent and Chief          2001      $240,000      $     -        $104,699          -             -
Executive Officer
</TABLE>

----------------------------------------------------

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

(2) Mr. Koether 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 T. R. Winston to Mr. Koether in his capacity
as a registered representative for securities trades made for his 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, 2003, 2002 and 2001 to the Named Officer.  All activity in the Plan
was completed as of December 31, 2000 and there were no  outstanding  options as
of December 31, 2003.

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  2003,  the  Company  paid  directors'  fees in the  aggregate  amount of
approximately $55,000.




                                     III-3

<PAGE>

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

     On  December  1, 2002,  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  $240,000  ("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  payable  under the  Agreement  through the
expiration  date of the  Agreement  or (ii) an amount  equal to three  times the
average annual Base Salary 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 December 1, 2003, 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 December 1, 2002 ("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 80 percent of the entire Board of Directors at


                                     III-4

<PAGE>

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 75 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 75.

     On July 1, 2001, the Company entered into an employment  agreement with the
Company's then Executive Vice President for a three-year term commencing July 1,
2001 at an  annual  salary of  $190,000.  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 and such disability  payments shall
continue until age 65.  Effective with the sale of Winston this officer resigned
from the Company,  however  certain terms and conditions of the agreement  still
are  in  effect.  (See  the  Amended  and  Restated  Limited  Liability  Company
Agreement,  which was filed as an exhibit to the  Company's  Form 10-QSB for the
period ended June 30, 2003.)























                                     III-5

<PAGE>

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 29, 2004 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                           983,293(2)               66.3%
 211 Pennbrook Road
 Far Hills, NJ 07931

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

M. Michael Witte                            1,000                    *
 1120 Granville Avenue
 Suite 102
 Los Angeles, CA 90049

The Estate of Natalie I. Koether          312,849                 21.09%
 211 Pennbrook Road
 Far Hills, NJ 07931

All Directors and Officers                990,293                 66.77%
as a Group (3 persons)
-----------------------------------------
*Less than 1 percent.

(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 312,849 Shares  beneficially owned by the Estate of Natalie I.
     Koether.  As Executor of the Estate of Natalie I. Koether,  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 disclaims
     beneficial ownership of such shares.





                                     III-6

<PAGE>

     The  following  table  shows   information  with  respect  to  each  equity
compensation  plan under which the  Company's  Common  Stock is  authorized  for
issuance as of the end of fiscal year 2003.

<TABLE>


                      Equity Compensation Plan Information
<S>                    <C>                          <C>                     <C>


                       Number of Securities         Weighted-average        Number of Securities remaining
                        to be issued upon          exercise price of         available for future issuance
                           exercise of                outstanding              under equity compensation
                       outstanding options,        options, warrants          plans (excluding securities
                       warrants and rights             and rights              reflected in column (a))
                            Column (a)                 Column (b)                     Column (c)

Equity
compensation plans
approved by
security holders                  0                      $   0                             0

Equity
compensation plans
not approved by
security holders                  0                          0                             0
                              -----                      -----                         -----

Total                             0                      $   0                             0
                              =====                      =====                         =====

</TABLE>


     At December 31,2003, the Company had no Common Stock options outstanding.

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

     Since March 1990 certain  affiliates  including  Winston have rented office
space  from the  Company.  The  Company's  aggregate  rental  income  from these
arrangements   was   approximately   $70,000  and  $43,000  in  2003  and  2002,
respectively.  The increase in 2003 was due to the rental  income  received from
Winston commencing in August 2003.

     The Company  reimburses  affiliates  for the direct  cost of certain  group
medical  insurance,  office  supplies and  expenses.  Such  reimbursements  were
approximately $73,000 and $124,000 during 2003 and 2002, respectively.

     Affiliates  of the Company pay an  administrative  fee of $19,000 per month
for management  services  performed by the Company on behalf of the  affiliates.
These services include corporate governance, financial management and accounting
services.











                                     III-7

<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 Incorpora-
                          tion. (3)

             3.2(c)       Certificate of Amendment to Certificate of Incorpora-
                          tion dated September 26, 1991. (4)

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

             10.2         Employment  Agreement,  dated  December 1, 2002 by and
                          between Kent Financial Services,  Inc. and Paul O.
                          Koether. (8)

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

             10.4         Amended and Restated Limited Liability Company
                          Agreement of T. R. Winston & Company, LLC (9)

             21           Subsidiaries*

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

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

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





                                      IV-1

<PAGE>

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

     On January 8, 2004,  the  Company  filed a Form 8-K  reporting  that it had
     issued a Press Release  announcing that the Company had repurchased a block
     of 142,875 shares of common stock.

-------------------
*   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.
(8)  Incorporated by reference to Kent Financial Services, Inc., Form 10-KSB for
     the fiscal year ended December 31, 2002.
(9)  Incorporated by reference to Kent Financial Services, Inc., Form 10-QSB for
     the quarter ended June 30, 2003.

























                                      IV-2

<PAGE>

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
             --------------------------------------

Year ended December 31, 2003

Audit Fees: The aggregate fees,  including  expenses,  billed, or expected to be
billed,  by the Company's  principal  accountant in connection with the audit of
its  consolidated  financial  statements  and for the  review  of its  financial
information  included in its Annual  Report on Form  10-KSB;  and its  quarterly
reports on Form  10-QSB  during the fiscal  year  ending  December  31, 2003 was
$34,450.

Tax Fees: The aggregate  fees,  including  expenses,  billed,  or expected to be
billed, by the Company's principal accountant in connection with the preparation
of income tax returns for the  Company for the fiscal year ending  December  31,
2003 was $8,000.

All Other Fees:  There were no other fees billed to the Company by its principal
accountant during 2003.

Year ended December 31, 2002

Audit Fees:  The aggregate  fees,  including  expenses,  billed by the Company's
principal accountant in connection with the audit of its consolidated  financial
statements  and for the  review of its  financial  information  included  in its
Annual Report on Form 10-KSB;  and its  quarterly  reports on Form 10-QSB during
the fiscal year ending December 31, 2003 was $45,905.

Tax Fees:  The  aggregate  fees,  including  expenses,  billed by the  Company's
principal  accountant in connection  with the  preparation of income tax returns
for the Company for the fiscal year ending December 31, 2002 was $11,750.

All Other Fees:  There were no other fees billed to the Company by its principal
accountant during 2002.


















                                      IV-3

<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 30, 2004                 BY   /s/ Paul O. Koether
                                            -----------------------------------
                                            Paul O. Koether
                                            Chairman of the Board,
                                            President and Director
                                            (Principal Executive Officer)



                                       BY   /s/ Sue Ann Merrill
                                            -----------------------------------
                                            Sue Ann Merrill
                                            Chief Financial Officer
                                            and Secretary

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 30, 2004                      /s/ Paul O. Koether
                                            -----------------------------------
                                            Paul O. Koether
                                            Chairman of the Board,
                                            President and Director
                                            (Principal Executive Officer)


Dated:  March 30, 2004                      /s/ Casey K. Tjang
                                            -----------------------------------
                                            Casey K. Tjang
                                            Director

Dated:  March 30, 2004                      /s/ M. Michael Witte
                                            -----------------------------------
                                            M. Michael Witte
                                            Director








                                      IV-4

<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. (Inactive)                            New Jersey

Texas American Petrochemicals, Inc. (Inactive)            Texas


























<PAGE>
                                                                   EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,   Paul O. Koether, certify that:

1.   I have  reviewed  this  annual  report  on Form  10-KSB  of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

March 30, 2004                                   /s/ PAUL O. KOETHER
                                                 ------------------------------
                                                 Paul O. Koether
                                                 Chairman and President

<PAGE>

                                                                    EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I,   Sue Ann Merrill, certify that:

1.   I have  reviewed  this  annual  report  on Form  10-KSB  of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

March 30, 2004                                    /s/ SUE ANN MERRILL
                                                  ------------------------------
                                                  Sue Ann Merrill
                                                  Chief Financial Officer
                                                  and Secretary

<PAGE>
                                                                      Exhibit 32

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection  Act of 2002 (18 U.S.C.  1350,  as  adopted),  Paul O.  Koether,  the
Chairman and President of Kent Financial  Services,  Inc., (the "Company"),  and
Sue Ann Merrill,  the Chief Financial  Officer and Secretary of the Company each
hereby certifies that, to the best of their knowledge:

     1.   The  Company's  Annual  Report on Form  10-KSB  for the  period  ended
          December 31, 2003, to which this  Certification is attached as Exhibit
          32 (the "Periodic  Report"),  fully complies with the  requirements of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

     and
     2.   The information contained in the Periodic Report fairly
                  presents, in all material respects, the financial condition of
                  the Company at the end of the period covered by the Periodic
                  Report and results of operations of the Company for the period
                  covered by the Periodic Report.


Dated:   March 30, 2004


/s/ Paul O. Koether
----------------------------------
Paul O. Koether
Chairman and President



/s/ Sue Ann Merrill
----------------------------------
Sue Ann Merrill
Chief Financial Officer and Secretary