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, 2002

[ ]      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,  2002  were
approximately $1.4 million.

     At  February  28,  2003,  there  were  1,659,790  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 million.

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

<PAGE>

                                     PART I

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

General
-------

     The principal business of Kent Financial  Services,  Inc. (the "Company" or
"Kent") is the operation of its wholly-owned subsidiary, T.R. Winston & Company,
Inc.  ("Winston"),  a securities  broker-dealer  licensed in all states  (except
Alaska)  and the  District  of  Columbia.  Winston  is a member of the  National
Association of Securities  Dealers,  Inc.  ("NASD") and the Securities  Investor
Protection  Corporation.  All clearing  arrangements  for Winston are  conducted
pursuant to an agreement with Bear, Stearns Securities Corporation, an unrelated
major  broker-dealer  that is a member  of the New  York  Stock  Exchange,  Inc.
Winston conducts various  activities  customary for broker-dealers of comparable
size  including  buying and selling  securities for customer  accounts,  trading
securities  in the  over-the-counter  market  and  providing  various  corporate
finance  services  including   underwritings,   private   placements,   mergers,
acquisitions  and similar  transactions.  Winston has two offices in New Jersey,
and one office in each of California,  Texas and New Hampshire.  Pursuant to the
net capital provisions of Rule 15c3-1 under the Securities  Exchange Act of 1934
("1934 Act"),  Winston is required to maintain minimum net capital,  as defined,
of  $100,000.  At December 31, 2002,  Winston had net  capital,  as defined,  of
$316,000 which was $216,000 in excess of the required minimum. Winston is exempt
from the customer  protection  provisions  of Rule 15c3-3 (the "Rule") under the
1934 Act as its  activities  are  limited  to those set forth in the  conditions
appearing in paragraphs (k)(2)(ii) of the Rule.

     The Company  also  invests  through  Asset Value Fund  Limited  Partnership
("AVF"), which was originally founded in 1991 to provide investment advisory and
management  services and was funded at inception with $5 million. As of December
31, 2002, the equity capital of AVF was  approximately  $8.9 million.  Currently
AVF is wholly-owned by the Company. AVF primarily invests in a limited number of
publicly  traded  portfolio  companies,  the  securities of which are considered
undervalued  by AVF's  management.  As of December 31,  2002,  AVF held 9 equity
investments,  of which six  consisted  of owning more than 5% of the  investee's
outstanding  capital  stock.  AVF owns  approximately  44% of Cortech,  Inc.,  a
company supervising the exploitation of its technology by third parties and also
seeking a new business;  38% of General Devices,  Inc., a non-operating  company
seeking a new business; 16% of Gish Biomedical,  Inc., a manufacturer of medical
devices;  10%  of  Dewey  Electronics  Corporation,  a  Company  engaged  in the
manufacturing of electronic and eletromechanical systems for the military; 9% of
Star  Buffet,  Inc., a company  engaged in the  restaurant  industry;  and 5% of
GolfRounds.com, Inc., currently a non-operating company.



                                      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
reduced commissions and lower investment banking revenues as well as losses from
declines in the market  value of  securities  positions.  In  addition,  Kent is
likely to be adversely affected by negative economic developments in New Jersey,
the  Mid-Atlantic  region or the  financial  services  industry in  general.  In
periods of relatively low business activity for the Company,  profitability will
likely be adversely  affected  because a  significant  portion of the  Company's
expenses are fixed.

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

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

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


                                      1-2

<PAGE>

was passed in the United States,  effectively  repealing certain sections of the
1933 Glass-Steagall  Act. Its passage allows commercial banks,  securities firms
and insurance firms to affiliate, which may accelerate consolidation and lead to
increasing  competition in markets  traditionally  dominated by investment banks
and retail securities firms.

Employees
---------

     As of December  31,  2002,  the Company  and its  subsidiaries  employed 19
people of whom 16 are registered with the NASD.

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

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

     The Company and certain of its  affiliates  occupy the Company's  corporate
office  building  and share  direct  occupancy  costs.  The office  building  is
collateral  for a mortgage  loan with a balance  of  approximately  $670,000  at
December  31,  2002,  bearing  interest  on that date at the rate of 7.875%  per
annum.  The  mortgage  loan is payable to a bank in equal  monthly  payments  of
$5,345 including interest, through November 2024.

     Effective  February 1, 1999,  an  affiliate  entered into an extension of a
lease  agreement with the Company for office space for a five-year  period.  The
Company's  aggregate  rental income from this arrangement was $43,000 in each of
the years ended 2002 and 2001.  Winston  leases space for its Los Angeles office
from its clearing broker-dealer.

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.

     In May  2001,  the  State  of  Texas  notified  TAPI  and a group  of other
potentially responsible parties ("PRP's") that the State of Texas incurred costs
for  remedial  investigation,  feasibility  studies  and  remedial  design at an
allegedly contaminated site in Texas known as the Sonics International Superfund
Site,  and that it would  join TAPI and the other  PRP's as parties to a pending

                                      I-3

<PAGE>

lawsuit in the state courts of Texas to recover its costs and  attorney's  fees,
which are alleged to be approximately $203,000. In July 2001, the State of Texas
served  the  complaint  State of  Texas v.  Sonics  International,  Inc.  et al,
GV002838,  Travis  County,  Texas  District  Court,  by serving the Secretary of
State.  Due to the  uncertainty  and cost of  litigation,  TAPI and the  Company
agreed to a settlement  with the other PRP's, in which TAPI and the Company paid
approximately $17,000 towards an overall settlement with the State of Texas even
while denying liability.  This settlement  agreement with the other PRP's became
effective  on  September  26,  2001.  TAPI  and  the  Company,  as  well  as the
participating  PRP's executed a written  settlement  agreement with the State of
Texas and  received  a release  and  contribution  protection  from the State of
Texas.

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

     The Company held its Annual  Meeting of  Stockholders  on November 4, 2002.
Management's  nominees,  Messrs.  Paul O. Koether,  Mathew E. Hoffman,  Casey K.
Tjang,  M.  Michael  Witte  and Qun Yi  Zheng,  were  elected  to the  Board  of
Directors.

     The following is a vote tabulation for all nominees:

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

            Paul O. Koether         997,908              -
            Mathew E. Hoffman       997,908              -
            Casey K. Tjang          997,908              -
            M. Michael Witte        997,908              -
            Qun Yi Zheng            997,908              -













                                      1-4

<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:

     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

     2001
     ----

     First Quarter                           $  4.50            $   3.25
     Second Quarter                          $  4.35            $   3.06
     Third Quarter                           $  4.50            $   3.76
     Fourth Quarter                          $  4.65            $   3.52

     As of February 28, 2003, the Company had approximately  1,762  stockholders
of record of its common  stock.  The closing price of the common stock was $3.12
on February 28, 2003.

     The Company did not pay  dividends in 2002 or 2001 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,  2002,  the  Company  had  consolidated   cash  and  cash
equivalents of approximately  $328,000.  The cash equivalents  consisted of U.S.
Treasury Bills with original maturities of three months or less, with a yield of
1.22%.  The Company had securities  owned valued at  approximately $9 million at
December  31,  2002.  See  Notes  1 and 3 of  Notes  to  Consolidated  Financial

                                      II-1

<PAGE>

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  $670,000 at  December  31,  2002.  The loan
currently bears interest at the rate of 7.875% with principal payments amortized
over twenty-five  years. The loan matures in November 2024. The Company believes
that its liquidity is adequate for future operations.

     Net cash of  approximately  $3.1  million was used in  operations  in 2002,
compared to net cash provided by operations of  approximately  $150,000 in 2001.
The  principal  reasons for the  decrease was the loss in 2002 and the change in
the value of securities owned at year end in 2002 compared to 2001 offset by the
increase in unrealized losses on securities  owned.  Unrealized gains and losses
are included in  consolidated  operations,  but do not utilize or generate  cash
flows.

     During 2002, the Company  repurchased 29,017 shares of its common stock for
an aggregate cost of approximately  $105,000.  In 2001, the Company  repurchased
93,991  shares  for an  aggregate  cost of  approximately  $378,000.  All shares
acquired were  purchased at market prices and have been canceled and returned to
the status of authorized and unissued shares.

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

     The Company had a net loss in 2002 of  $1,739,000,  ($1.04  basic and fully
diluted loss per share) compared to a net loss of $701,000 ($.41 basic and fully
diluted loss per share) in 2001.  Total  brokerage  revenue,  which consisted of
commissions and principal trading transactions was approximately $1.7 million in
2002, a decrease of $102,000 from 2001 total brokerage  revenue of $1.8 million.
Brokerage  expenses  (including  all fixed and variable  expenses)  decreased by
$172,000  from $1.3  million in 2001 to $1.1  million in 2002.  The  decrease in
total brokerage  income,  total brokerage  expense and net brokerage  income for
2002 compared to 2001 was due to decreased  activity by the brokers  employed at
Winston,  which was  consistent  with the  activity  in the  equity  markets  in
general.  While the events of September 11, 2001 did not have a direct impact on
the Company,  they have  contributed to the volatility in the equity markets and
the sluggishness of the overall economy.

     Net investing losses were $921,000 in 2002, a decrease of $1.2 million from
the net investing gains in 2001 of $309,000. This fluctuation is principally the
result of a  decrease  in the  carrying  value of  selected  investments  in the
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.


                                      II-2

<PAGE>

These services include corporate governance, financial management and accounting
services.

     Interest,  dividends and other income totaled $507,000 in 2002 and $699,000
in 2001.  The decrease was primarily the result of lower interest rates on lower
invested balances of the Company's cash equivalents.

     General and  administrative  expenses were $1.8 million in 2002, a decrease
of $203,000 from the $2 million  recorded in 2001.  This decrease in general and
administrative  expense was  principally  the result of write-offs  amounting to
$150,000 and $20,000 for non-marketable  investments and goodwill,  respectively
included in other assets during 2001.

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

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.  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. Each day, position and exposure reports are prepared by the operations
manager  in the group  engaged  in  trading  activities  for  traders  and group
management.  These reports are independently reviewed by the Company's corporate
accounting  group.  The position report is distributed to management  throughout
the  Company,  including  the Chief  Executive  Officer,  and it enables  senior
management to control inventory levels and monitor results of the trading group.
The  Company   also   reviews  and  monitors   inventory   aging,   pricing  and
concentration. In addition to position and exposure reports the Company produces
a daily revenue report that summarizes the trading, interest,  commissions, fees
and other revenue items. Daily revenue is reviewed for various risk factors. The
daily  revenue  report is also  distributed  to  various  levels  of  management
throughout the Company, including the Chief Executive Officer, and together with
the position and  exposure  report,  enables  senior  management  to monitor and
control overall activity of the trading group. Since its inception,  neither the


                                      II-3

<PAGE>

Company nor its subsidiaries has traded or otherwise transacted in derivatives.

     The fair value of securities  owned at December 31, 2002 was  approximately
$9 million for its long positions.  The potential change in fair value,  using a
hypothetical  10% decline in prices,  is estimated to be a $900,000 loss for its
long  positions as of December  31,  2002.  For working  capital  purposes,  the
Company invests in U.S. Treasury Bills or maintains interest bearing balances in
its trading  accounts  with its clearing  broker,  which are  classified as cash
equivalents  and  receivable  from  clearing   broker,   respectively,   in  the
consolidated financial statements.

























                                      II-4

<PAGE>

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

     The financial statements filed herein are listed below:

     Independent Auditors' Reports

     Financial Statements:

           Consolidated Balance Sheet - December 31, 2002

           Consolidated Statements of Operations -
                 Years ended December 31, 2002 and 2001

           Consolidated Statements of Stockholders' Equity -
                 Years ended December 31, 2002 and 2001

           Consolidated Statements of Cash Flows -
                 Years ended December 31, 2002 and 2001

           Notes to Consolidated Financial Statements -
                 Years ended December 31, 2002 and 2001
























                                      II-5

<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  (the "Company") as of December 31, 2002 , and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for the years ended  December 31, 2002 and 2001.  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, 2002, and the results of their operations and their
cash flows for the years ended  December 31, 2002 and 2001, in  conformity  with
accounting principles generally accepted in the United States of America.







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




March 5, 2003
Edison, New Jersey






                                      F-1

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2002
                                 ($000 Omitted)

ASSETS
------

Cash and cash equivalents                                          $    328
Securities owned                                                      8,965
Receivable from clearing broker                                         107
Property and equipment:
  Land and building                                                   1,447
  Office furniture and equipment                                        281
                                                                   --------
                                                                      1,728
  Accumulated depreciation                                        (     707)
                                                                   --------
    Net property and equipment                                        1,021
Other assets                                                             39
                                                                   --------
      Total assets                                                 $ 10,460
                                                                   ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:

  Accounts payable                                                 $     34
  Accrued expenses                                                      860
  Mortgage payable                                                      670
  Accrual for previously discontinued operations                        166
                                                                   --------
      Total liabilities                                               1,730
                                                                   --------

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;
  1,659,790 shares outstanding                                          166
Additional paid-in capital                                           13,625
Accumulated deficit                                               (   5,061)
                                                                   --------
      Total stockholders' equity                                      8,730
                                                                   --------
      Total liabilities and stockholders' equity                   $ 10,460
                                                                   ========



          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,
                                                     -----------------------
                                                       2002           2001
                                                     --------       --------

Revenues:

  Brokerage commissions and fees                      $ 1,241        $ 1,392
  Principal transactions:
    Trading                                               412            363
    Investing gains (losses)                         (    921)           309
  Management fee income                                   198            184
  Interest, dividends and other                           507            699
                                                      -------        -------
      Total revenues                                    1,437          2,947
                                                      -------        -------

Expenses:

  Brokerage                                             1,122          1,294
  General, administrative and other                     1,796          1,999
  Interest                                                255            352
                                                      -------        -------
      Total expenses                                    3,173          3,645
                                                      -------        -------

Loss before income taxes                             (  1,736)      (    698)
Provision for income taxes                                  3              3
                                                      -------        -------
Net loss                                             ($ 1,739)      ($   701)
                                                      =======        =======

Basic and diluted net loss per common share          ($  1.04)      ($   .41)
                                                      =======        =======

Weighted average number of common shares
 outstanding (in 000's)                                 1,674          1,728
                                                      =======        =======















          See accompanying notes to consolidated financial statements.

                                      F-3


<PAGE>

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

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

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

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

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

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

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
                                =====     ========     =======       ========




















          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,
                                                        -----------------------
                                                          2002           2001
                                                        --------       --------

Cash flows from operating activities:

  Net loss                                            ($  1,739)     ($    701)
  Adjustments to reconcile net earnings to net
   cash provided by (used in) operating activities:
    Depreciation and amortization                            42             50
    Unrealized (gains) losses on securities owned           377      (     363)
  Change in operating assets and liabilities:
    Change in securities                              (   1,773)         1,027
    Change in net receivable from clearing broker     (      30)           170
    Change in accounts payable and accrued expenses          88      (     189)
    Change in income taxes payable                    (       2)     (      14)
    Other, net                                        (      87)           170
                                                       --------       --------
    Net cash provided by (used in)
      operating activities                            (   3,124)           150
                                                       --------       --------

Cash flows from investing activities -
  Purchase of equipment                               (       2)     (       5)
                                                       --------       --------

Cash flows from financing activities:

  Repurchase of common stock                          (     105)     (     378)
  Scheduled mortgage payments                         (      11)     (       9)
                                                       --------       --------
    Net cash used in financing activities             (     116)     (     387)
                                                       --------       --------

Net decrease in cash and cash equivalents             (   3,242)     (     242)
Cash and cash equivalents at beginning of period          3,570          3,812
                                                       --------       --------
Cash and cash equivalents at end of period             $    328       $  3,570
                                                       ========       ========

Supplemental Disclosures of Cash Flow Information:
  Cash paid for:

    Interest                                           $    255       $    352
                                                       ========       ========
    Taxes                                              $     10       $     18
                                                       ========       ========








          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, 2002 and 2001

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

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

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

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

The Company  considers as cash equivalents all short-term  investments which are
highly liquid and readily exchangeable for cash at amounts equal to their stated
value.  Cash  equivalents  consist entirely of U. S. Treasury Bills that matured
through March 2003 and were  reinvested  for an additional 90 days. All cash and
cash  equivalents  are on deposit  either with a major money center bank or with
the clearing broker.

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

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

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








                                      F-6

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

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

Winston  receives  interest income on its credit balances at the clearing broker
and is charged  interest  expense on its debit balances at the clearing  broker.
Additionally, Winston charges its traders interest on securities positions.

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

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

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

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

Estimates
---------

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


                                      F-7

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

particularly  susceptible to change include  assumptions used in determining the
fair value of securities owned and non-readily marketable securities.

New Accounting Pronouncements
-----------------------------

In August  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144 supercedes SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of". SFAS No. 144  establishes a single  accounting  model
for  long-lived  assets  to be  disposed  of by sale  and  requires  that  those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell,  whether  reported in  continuing  operations  or in  discontinued
operations.  SFAS No. 144 is effective for fiscal years beginning after December
15,  2001.  The Company  does not  anticipate  that this  statement  will have a
material impact on its financial position and results of operations.

In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or  Disposal  Activities",  SFAS 146  addresses  financial  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullified
Emerging Issues Task Force ("EITF") Issue No. 94-3,  "Liability  Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a Restructuring)". The principal difference
between  SFAS 146 and EITF 94-3  relates to the timing of the  recognition  of a
liability  for a cost  associated  with an exit or disposal  activity.  SFAS 146
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity be  recognized  when the  liability  is  incurred,  Under EITF 94-3,  a
liability for an exit cost as generally defined in EITF 94-3 is to be recognized
at the date of an entity's commitment to an exit plan. SFAS 146 is effective for
exit or disposal  activities  that are initiated  after  December 31, 2002.  The
effect of adoption of FAS 146 is dependent on the Company's  related  activities
subsequent to the date of adoption.

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

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

                                      F-8

<PAGE>

Pursuant  to the net capital  provisions  of Rule  15c3-1  under the  Securities
Exchange Act of 1934 ("1934 Act"),  Winston is required to maintain  minimum net
capital, as defined, of $100,000. At December 31, 2002, Winston had net capital,
as defined, of $316,000 which was $216,000 in excess of the required minimum.

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

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

3.  SECURITIES OWNED
    ----------------

Securities  owned as of December 31, 2002,  consisting  of  proprietary  trading
positions  held  for  resale  to  customers  and  portfolio   positions  (equity
securities) held for capital appreciation consist of the following (in 000's):


       Marketable equity securities
          Portfolio Positions of Greater
            than 5% of outstanding common stock:
               Cortech, Inc. (1,594,000 shares)                       $ 5,260
               Gish Biomedical, Inc. (590,400 shares)                     821
               Star Buffet, Inc. (258,600 shares)                         587
               Dewey Electronics (137,366 shares)                         536
               General Devices, Inc. (866,558 shares)                     139
               Golf Rounds.com, Inc. (189,600 shares)                     121
          All other portfolio positions                                 1,402
          Held for resale to customers                                     99
                                                                      -------
       Aggregate market                                               $ 8,965
                                                                      =======







                                      F-9

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

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

Leases
------

The Company leases  certain  office space for a monthly rental of  approximately
$7,350,  however,  this lease is cancelable with 90 days notice.  Future minimum
rental requirements under the terms of this lease are $22,050 for 2003.

Winston  subleases  part of its premises at one  location to several  subtenants
under  sublease terms  substantially  equivalent to Winston's  lease  agreement.
Rental income under these agreements in 2002 and 2001 was approximately  $50,000
and $47,000, respectively.

Aggregate  net rent  expense for the years ended  December 31, 2002 and 2001 was
approximately $39,000 and $43,000, respectively.

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

The components of income tax expense are as follows:

                                                   ($000 Omitted)
                                               Year Ended December 31,
                                               -----------------------
                                                 2002           2001
                                               --------       --------

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

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







                                      F-10

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

Total  income tax  expense  for the years  ended  December  31, 2002 and 2001 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,
                                                        -----------------------
                                                          2002           2001
                                                        --------       --------

Income tax expense (benefit) computed at
  statutory rates on total earnings (loss)
    before income taxes                                 ($  590)       ($  237)

Increase (decrease) in tax from:
  State income tax, net of Federal benefit                    2              2
  Change in estimate of net operating losses                174            179
  Expiration of state net operating loss
  carryforwards                                              47              -
Increase (decrease) in valuation allowance                  347             74
Other, net                                                   23        (    15)
                                                         ------         ------
    Total tax expense                                    $    3         $    3
                                                         ======         ======

The tax effects of significant  items  comprising the Company's net deferred tax
asset at December 31, 2002 are as follows:

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

     Deferred tax assets:

         Operating loss carryforwards                               $ 2,842
         Capital loss carryforwards                                     241
         Alternative minimum tax credit carryforward                    958
         Mark-to-market valuation adjustments                           394
         Deferred Compensation                                          180
         Other                                                           15
                                                                    -------
                                                                      4,630
     Valuation allowance                                           (  4,630)
                                                                    -------
     Net deferred tax asset                                         $     0
                                                                    =======

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, 2002, the valuation allowance increased by $347,000, principally as
a result of the generation of new deferred tax assets.

                                      F-11

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

                     Years Ended December 31, 2002 and 2001

Significant carryforward balances for Federal income tax purposes as of December
31, 2002 are: ($000 omitted)

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

    Net operating loss                    $  7,705               2006-2022
    Capital loss carryforwards                 603               2006-2007
    Alternative minimum tax credit             958                     N/A

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

The mortgage loan is collateralized by the Company's  headquarters  facility and
bears  interest  at the rate of 7.875%.  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
                 ----                         --------
                 2003                          $  10
                 2004                             10
                 2005                             10
                 2006                             10
                 2007                             10
           Thereafter                          $ 620
                                               -----
                                               $ 670
                                               =====
7.  CAPITAL STOCK
    -------------

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

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

In March 2001, the Board of Directors approved a new plan to repurchase up to an
additional  150,000  shares  of the  Company's  common  stock at  prices  deemed


                                      F-12

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

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, 2002 37,397  shares under the 2001 Plan have
been repurchased, canceled and returned to the status of authorized but unissued
shares.

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

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

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.

                                      F-13

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

On July 1, 2001,  the Company  entered  into an  employment  agreement  with the
Company's 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.

The Company is accruing the present value of the contingent payments under these
agreements.  Included is accrued  expenses at December 31, 2002 is approximately
$450,000 related to this liability.

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

In January,  1988, an inactive subsidiary of the Company,  TAPI, was notified by
environmental regulators in Texas ("Texas Regulators") that it was a potentially
responsible  party  ("PRP") in  connection  with a  hazardous  waste site in the
state.  TAPI advised the Texas  Regulators that TAPI had no assets and could not
conduct a remedial  investigation  of the site. Based on information and belief,
the  Company  understands  a remedial  action has been  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 May 2001, the State of Texas  notified TAPI and a group of other  potentially
responsible  parties  ("PRP's")  that  the  State of Texas  incurred  costs  for
remedial investigation,  feasibility studies and remedial design at an allegedly
contaminated site in Texas known as the Sonics International Superfund Site, and
that it would join TAPI and the other  PRP's as parties to a pending  lawsuit in
the state courts of Texas to recover its costs and  attorney's  fees,  which are
alleged to be  approximately  $203,000.  In July 2001, the State of Texas served
the  complaint  State of Texas v. Sonics  International,  Inc. et al,  GV002838,
Travis County,  Texas District Court, by serving the Secretary of State.  Due to
the  uncertainty  and cost of  litigation,  TAPI  and the  Company  agreed  to a
proposed  settlement  with the other  PRP's,  in which TAPI and the Company paid
approximately $17,000 towards an overall settlement with the State of Texas even
while denying liability.  This settlement  agreement with the other PRP's became
effective  on  September  26,  2001.  TAPI  and  the  Company,  as  well  as the
participating  PRP's executed a written  settlement  agreement with the State of
Texas and  received  a release  and  contribution  protection  from the State of
Texas.

In April 1989,  TAPI was  formally  notified  that the  Michigan  Department  of
Natural  Resources  deemed TAPI a responsible  party in connection  with alleged
environmental  problems at a site owned by TAPI. In the fourth  quarter of 1994,

                                      F-14

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

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.

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

KMZ Rosenman ("KMZ")  performed legal work for the Company and its affiliates in
2002 and 2001.  Natalie I.  Koether,  wife of the Chairman and  President of the
Company is of counsel to KMZ and also  employed by the Company.  Aggregate  fees
and expenses billed by KMZ to the Company and its  subsidiaries in 2002 and 2001
were  approximately  $1,000 and $47,000,  respectively.  Mrs.  Koether  received
$150,000 in each of 2002 and 2001 as an employee.  She received no  compensation
from KMZ  related to fees  charged to the  Company  for her time.  There were no
amounts payable to KMZ at December 31, 2002.

Since March 1990 certain non-subsidiary affiliates have rented office space from
the Company.  The Company's  aggregate rental income from these arrangements was
approximately $43,000 in 2002 and 2001.

The Company reimburses an affiliate for the direct cost of certain group medical
insurance,  and office supplies. Such reimbursements were approximately $124,000
and $160,000 during 2002 and 2001, respectively.

Eligible  employees can elect to participate in the Company's  qualified  401(k)
Retirement Plan (the "Plan").  Employees may voluntarily contribute up to 15% of
their compensation, not to exceed the Internal Revenue Service limit ($11,000 in
2002 and $10,500 in 2001). 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 2002 or 2001.





                                      F-15

<PAGE>

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

                     Years Ended December 31, 2002 and 2001

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

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

Winston  conducts  its  business on a fully  disclosed  basis with one  clearing
broker,  Bear,  Stearns Securities Corp., on behalf of its customers and for its
own proprietary  accounts,  pursuant to a clearance  agreement.  At December 31,
2002,  substantially  all of the securities  owned and the total receivable from
clearing  broker are positions  with and amounts due from this clearing  broker.
The Company is subject to credit risk  should the  clearing  broker be unable to
pay this balance.

12. SEGMENT REPORTING
    -----------------

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



































                                      F-16

<PAGE>

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

         None.









































                                      II-6

<PAGE>

                                    PART III
                                    --------

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

     The  members of the current  Board of  Directors  were  elected at the 2002
Annual  Meeting  and will serve  until the next  Annual  Meeting or until  their
successors have been elected and qualify.  The Company's officers are elected by
and serve at the leave of the Board.

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

     The directors  and  executive  officers of the Company at February 28, 2003
were as follows:

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

    Paul O. Koether                       66            Chairman, Director and
                                                         President

    Mathew E. Hoffman                     49            Director

    Casey K. Tjang                        64            Director

    M. Michael Witte                      76            Director

    Qun Yi Zheng                          45            Director

    John W. Galuchie, Jr.                 50            Executive Vice President
                                                          and Treasurer
------------------------------------

     Paul O. Koether is  principally  engaged in the following  businesses:  (i)
Chairman and director  since July 1987 and  President  since October 1990 of the
Company and the general partner since 1990 of Shamrock Associates,  ("Shamrock")
an investment  partnership  which is the principal  stockholder  of the Company;
(ii) various positions with affiliates of the Company,  including Chairman since
1990 and a registered representative since 1989 of T. R. Winston & Company, Inc.
("Winston");  and (iii) Chairman since April 1988,  President from April 1989 to
February 1997 and director since March 1988 of Pure World,  Inc., ("Pure World")
and since  December  1994 has been a director  and since  January  1995 has been
Chairman of Pure World's wholly-owned subsidiary, Pure World Botanicals, Inc., a
manufacturer  and  distributor  of natural  products.  He is also Chairman and a
director  of Pure  World's  principal  stockholder,  Sun  Equities  Corporation,


                                     III-1

<PAGE>

("Sun") a private company. In September 1998, Mr. Koether was elected a director
and Chairman of Cortech, Inc.,  ("Cortech") a biopharmaceutical  company seeking
to redeploy its assets.  Mr.  Koether was a director of Golf  Rounds.com,  Inc.,
("Golf  Rounds")  currently a  non-operating  company  from July 1992 to January
2000.

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

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

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

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

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


                                     III-2

<PAGE>

director of NorthCorp Realty Advisors,  Inc., a real estate asset manager,  from
June 1992 until  August  1996;  and served as Vice  President,  Treasurer  and a
director from July 1992 to January 2000 of Golf Rounds.

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

     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 2002.

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, 2002,  2001 and 2000,  for those  persons who were, at December 31, 2002 (i)
the chief executive officer and (ii) the other most highly compensated  officers
of  the  Company,   whose  annual  compensation  exceeds  $100,000  (the  "Named
Officers").

                           Summary Compensation Table

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

Paul O. Koether        2002   $240,000   $     -   $ 63,552      -          -
Chairman, Presi-       2001   $240,000   $     -   $104,699      -          -
dent and Chief         2000   $203,333   $25,000   $155,814      -          -
Executive Officer

John W. Galuchie, Jr.  2002   $190,000   $     -   $    112      -          -
Executive Vice Presi-  2001   $190,000   $     -   $    152      -          -
dent and Treasurer     2000   $180,833   $12,500   $  1,203      -          -
----------------------------------------------------

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

(2) The  individuals  named in the  table  above  received  incidental  personal
benefits  during the  fiscal  years  covered  by the  table.  The value of these
incidental  benefits  did not exceed the lesser of either  $50,000 or 10% of the


                                     III-3

<PAGE>

total  annual  salary and bonus  reported  for any of the Named  Officers.  Such
amounts are excluded from the table.

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

     There  were  no  stock  options  granted  pursuant  to the  Company's  1987
Non-Qualified  Stock  Option  Plan (the  "Plan")  during the fiscal  years ended
December 31, 2002, 2001 and 2000 to the Named Officers. All activity in the Plan
was completed as of December 31, 2000 and there were no  outstanding  options as
of December 31, 2002.

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  2002,  the  Company  paid  directors'  fees in the  aggregate  amount of
approximately $41,000.

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, 2002, 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


                                     III-4

<PAGE>

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
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 Executive Vice President, John W. Galuchie, Jr., for a three-year term
commencing  July 1,  2001 at an annual  salary  $190,000.  All  other  terms and
conditions of Mr. Galuchie's employment agreement are identical to Mr. Koether's
agreement except that long term disability payments are equal to 70% of his base
salary in effect at the time of disability and such payments  continue until Mr.
Galuchie attains the age of 65.








                                     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 28, 2003 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                           973,382(2)                  58.64%
 211 Pennbrook Road
 Far Hills, NJ 07931

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

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

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

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

John W. Galuchie, Jr.                      48,332(5)                   2.91%
 376 Main Street
 Bedminster, NJ 07921

Shamrock Associates                       876,574                     52.81%
 211 Pennbrook Road
 Far Hills, NJ 07931

Tweedy, Brown Company, LLC                138,766(3)                   8.36%
 52 Vanderbilt Avenue
 8th Floor
 New York, NY 10017

Dimensional Fund Advisors, Inc.            85,480(4)                   5.15%
 1299 Ocean Avenue 11th Floor
 Santa Monica, CA 90401

All Directors and Officers              1,006,382                     60.63%
as a Group (6 persons)
-----------------------------------------
*Less than 1 percent.




                                     III-6

<PAGE>

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

(2)  Includes  the 876,574  Shares  beneficially  owned by  Shamrock  Associates
     ("Shamrock").  As a general partner of Shamrock,  Mr. Koether may be deemed
     to own these  shares  beneficially.  Includes  28,332  shares  owned by Sun
     Equities Corporation ("Sun"), a private corporation of which Mr. Koether is
     the Chairman  and a principal  stockholder.  Mr.  Koether is also a limited
     partner of Shamrock and may be deemed to own  beneficially  that percentage
     of the shares owned by Shamrock represented by his partnership  percentage.
     Mr. Koether disclaims beneficial ownership of such shares.

(3)  According  to  Schedule  13G filed on January  23,  2003 by  Tweedy,  Brown
     Company, LLC, TBK Partners, L.P. and Vanderbilt Partners, L.P.

(4)  According  to Schedule  13G filed on February 3, 2003 by  Dimensional  Fund
     Advisors,  Inc.  ("Dimensional"),  an investment  advisor  registered under
     Section  203  of  the  Investment  Advisors  Act of  1940,  that  furnishes
     investment  advice  to  four  investment  companies  registered  under  the
     Investment Company Act of 1940, and serves as investment manager to certain
     other  commingled  group trusts and  separate  accounts.  These  investment
     companies,  trusts and accounts are the "Funds".  In its role as investment
     advisor or manager,  Dimensional  possesses voting and/or  investment power
     over the  securities of the issuer  described in this schedule are owned by
     the Funds. All securities reported in this schedule are owned by the Funds.
     Dimensional disclaims beneficial ownership of such securities.

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

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

     KMZ  Rosenman  ("KMZ")  performed  legal  work  for  the  Company  and  its
affiliates  in 2002 and 2001.  Natalie  I.  Koether,  wife of the  Chairman  and
President of the Company, is of counsel to KMZ and also employed by the Company.
Aggregate fees and expenses billed by KMZ to the Company and its subsidiaries in
2002 and 2001 were approximately $1,000 and $47,000, respectively.  Mrs. Koether
received  $150,000  in both 2002 and  2001,  as an  employee.  She  received  no
compensation from KMZ related to fees charged to the Company for her time. There
were no amounts payable to KMZ at December 31, 2002.




                                     III-7

<PAGE>

     Since March 1990 certain non-subsidiary affiliates have rented office space
from the Company.  The Company's aggregate rental income from these arrangements
was approximately $43,000 in 2002 and 2001.

     The Company  reimburses  an affiliate  for the direct cost of certain group
medical insurance,  and office supplies.  Such reimbursements were approximately
$124,000 and $160,000 during 2002 and 2001, respectively.

     Eligible employees can elect to participate in the Company's  qualified 401
(k) Retirement Plan (the "Plan"). Employees may voluntarily contribute up to 15%
of their compensation, not to exceed the Internal Revenue Service limit ($11,000
in 2002 and $10,500 in 2001). 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 2002 or 2001.



























                                     III-8

<PAGE>

                                     PART IV
                                     -------

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

     The following exhibits are filed as part of this report:

(a) Exhibits
    --------

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

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

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

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

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

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

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

            21        Subsidiaries*

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


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

            None.

-------------------
*   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.

                                      IV-1

<PAGE>

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

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

(5)  Intentionally left blank.

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

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

































                                      IV-2

<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 25, 2003                   BY   /s/ Paul O. Koether
                                              -------------------------------
                                              Paul O. Koether
                                              Chairman of the Board,
                                              President and Director
                                              (Principal Executive Officer)

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

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

Dated:  March 25, 2003                        /s/ Paul O. Koether
                                              -------------------------------
                                              Paul O. Koether
                                              Chairman of the Board,
                                              President and Director
                                              (Principal Executive Officer)


Dated:  March 25, 2003                        /s/ Mathew E. Hoffman
                                              -------------------------------
                                              Mathew E. Hoffman
                                              Director

Dated:  March 25, 2003                        /s/ Casey K. Tjang
                                              -------------------------------
                                              Casey K. Tjang
                                              Director

Dated:  March 25, 2003                        /s/ M. Michael Witte
                                              -------------------------------
                                              M. Michael Witte
                                              Director

Dated:  March 25, 2003                        /s/ Qun Yi Zheng
                                              -------------------------------
                                              Qun Yi Zheng
                                              Director

                                      IV-3

<PAGE>

                                                                    EXHIBIT 21

                          KENT FINANCIAL SERVICES, INC.

                                  SUBSIDIARIES

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



Asset Value Holdings, Inc.                               Delaware

Asset Value Management, Inc.                             Delaware

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

Kent Advisors, Inc. (Inactive)                           New Jersey

Texas American Petrochemicals, Inc. (Inactive)           Texas
























<PAGE>

                                 CERTIFICATIONS

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  annual  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 annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information  relating to the registrant,  is made known to us
          by others  within those  entities,  particularly  during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  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  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

March 25, 2003                                /s/ PAUL O. KOETHER
                                              -------------------------------
                                              Paul O. Koether
                                              Chairman and President

                                      IV-4

<PAGE>

                                 CERTIFICATIONS

I,   John W. Galuchie, Jr., certify that:

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

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information  relating to the registrant,  is made known to us
          by others  within those  entities,  particularly  during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  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  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

March 25, 2003                                /s/ JOHN W. GALUCHIE, JR.
                                              -------------------------------
                                              John W. Galuchie, Jr.
                                              Executive Vice President and
                                              Treasurer

                                      IV-5
<PAGE>
                                                                   Exhibit 99.1

     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
John W. Galuchie, Jr., the Executive Vice President and Treasurer 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 year ended December
          31, 2002, to which this Certification is attached as Exhibit 99.1 (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 25, 2003

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


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