UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q





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





For the
quarterly period ended: September 30,
2009





OR





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





For the
transition period from ____________ to ___________.





Commission File No.: 0-20726





Kent
International Holdings, Inc.


(Exact
name of registrant as specified in its charter)





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




211 Pennbrook Road, P.O. Box
97, Far Hills, New Jersey 07931


(Address
of principal executive offices)





(908)
766-7221


(Registrant's
telephone number)





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


Yes T     No
£





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





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




Large
accelerated filer  £ 
Accelerated filer  £ 
Non-accelerated filer  £  Smaller
reporting company  T





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes £     No
T





Indicate
the number of shares outstanding of each of the issuer's classes of common stock
as of the latest practicable date:  As of November 13, 2009, the
issuer had 3,555,488 shares of its common stock, par value $.002 per share,
outstanding.










KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES


FORM
10-Q


For The
Quarterly Period Ended September 30, 2009




Table of
Contents





Page NumberPART
      I.
              FINANCIAL
      INFORMATIONItem
      1.
              Financial
      StatementsConsolidated Balance Sheets as of September 30, 2009
      and December 31, 2008
              3Consolidated Statements of Operations Three
      and Nine Months Ended September 30, 2009 and 2008
              4Consolidated Statements of Cash Flows Nine Months Ended
      September 30, 2009 and 2008
              5Notes to Consolidated Financial
    Statements
              6Item
      2.
              Management's Discussion and Analysis of Financial Condition
      and Results of Operations
              8Item
      3.
              Quantitative and Qualitative Disclosure About Market
      Risk
              11Item
      4.
              Controls and Procedures
              12PART
      II.
              OTHER
      INFORMATIONItem
      1.
              Legal Proceedings
              12Item
      1a.
              Risk Factors
              12Item
      2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              12Item
      3.
              Defaults Upon Senior Securities
              12Item
      4.
              Submission of Matters to a Vote of Security
      Holders
              13Item
      5.
              Other Information
              13Item
      6.
              Exhibits
              13Signatures
              
              14


2
 Table of Contents


PART
      I.
            FINANCIAL
      INFORMATION


ITEM
      1.
            Financial
      Statements





KENT INTERNATIONAL HOLDINGS, INC. AND
SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS





ASSETS
            
            September 30,
      2009(Unaudited)
            
            
            December 31, 2008Current
      Assets:Cash
      and cash equivalents
            
            $
            10,089,336
            
            
            $
            290,880Short-term
      investments
            
            
            
            
            
            
            10,090,292Prepaid
      expenses and other current assets
            
            
            10,880
            
            
            
            4,769Total
      current assets
            
            
            10,100,216
            
            
            
            10,385,941Other
      assets
            
            
            5,500
            
            
            
            5,500Total
      assets
            
            $
            10,105,716
            
            
            $
            10,391,441LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            52,609
            
            
            $
            30,087Stockholders'
      equity:Preferred
      stock, $.002 par value;2,000,000 shares authorized;none
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $.002 par value;10,000,000 shares authorized;3,555,488 shares
      issued and outstanding
            
            
            7,111
            
            
            
            7,111Additional
      paid-in capital
            
            
            99,360,242
            
            
            
            99,353,651Accumulated
      deficit
            
            
            (89,314,246
            )
            
            
            (88,999,408
            )Total
      stockholders' equity
            
            
            10,053,107
            
            
            
            10,361,354Total
      liabilities and stockholders' equity
            
            $
            10,105,716
            
            
            $
            10,391,441








See
accompanying notes to consolidated financial statements.


3
 Table of Contents


KENT INTERNATIONAL HOLDINGS, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
      Months Ended
            
            
            Nine
      Months EndedSeptember 30,
            
            
            September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues:Interest
            
            $
            4,143
            
            
            $
            57,402
            
            
            $
            14,598
            
            
            $
            218,197Other
      income
            
            
            2,500
            
            
            
            
            
            
            
            2,500
            
            
            
            625Total
      revenues
            
            
            6,643
            
            
            
            57,402
            
            
            
            17,098
            
            
            
            218,822Expenses:General
      and administrative
            
            
            127,533
            
            
            
            120,086
            
            
            
            330,867
            
            
            
            333,382Loss
      before income taxes
            
            
            (120,890
            )
            
            
            (62,684
            )
            
            
            (313,769
            )
            
            
            (114,560
            )Provision
      for income taxes
            
            
            1,069
            
            
            
            510
            
            
            
            1,069
            
            
            
            510Net
      loss
            
            $
            (121,959
            )
            
            $
            (63,194
            )
            
            $
            (314,838
            )
            
            $
            (115,070
            )Basic
      and diluted net loss per common share
            
            $
            (0.03
            )
            
            $
            (0.02
            )
            
            $
            (0.09
            )
            
            $
            (0.03
            )Basic
      and diluted weighted average number of common shares
      outstanding
            
            
            3,555,488
            
            
            
            3,566,561
            
            
            
            3,555,488
            
            
            
            3,567,488








See
accompanying notes to consolidated financial statements.


4
 Table of Contents


KENT INTERNATIONAL HOLDINGS, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine
      Months EndedSeptember 30,2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (314,838
            )
            
            $
            (115,070
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
            
            
            
            
            
            
            984Stock-based
      compensation expense
            
            
            6,590
            
            
            
            3,661Changes
      in operating assets and liabilities:Interest
      receivable on short-term investments
            
            
            1,125
            
            
            
            (51,086
            )Change
      in prepaid expenses and other current assets
            
            
            (6,111
            )
            
            
            (2,233
            )Change
      in accounts payable and accrued expenses
            
            
            22,523
            
            
            
            5,688Net
      cash used in operating activities
            
            
            (290,711
            )
            
            
            (158,056
            )Cash
      flows from investing activities:Purchase
      of short-term investments
            
            
            
            
            
            
            (10,485,417
            )Sales
      and maturities of short-term investments
            
            
            10,089,167
            
            
            
            10,631,328Net
      cash provided by investing activities
            
            
            10,089,167
            
            
            
            145,911Cash
      flows from financing activities:Repurchase
      of common stock
            
            
            
            
            
            
            (3,150
            )Net
      cash used in financing activities
            
            
            -
            
            
            
            (3,150
            )Net
      increase in cash and cash equivalents
            
            
            9,798,456
            
            
            
            (15,295
            )Cash
      and cash equivalents at beginning of period
            
            
            290,880
            
            
            
            28,340Cash
      and cash equivalents at end of period
            
            $
            10,089,336
            
            
            $
            13,045Supplemental
      disclosure of cash flow information:Cash
      paid for:Taxes
            
            $
            1,069
            
            
            $
            510








See
accompanying notes to consolidated financial statements.


5
 Table of Contents


KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES


Notes To
Consolidated Financial Statements


(Unaudited)





NOTE
1 - Basis of Presentation





The
accompanying unaudited financial statements of Kent International Holdings, Inc.
and its subsidiaries (“Kent International” or the “Company”) reflect all
material adjustments consisting of only normal recurring adjustments that, in
the opinion of management, are necessary for a fair presentation of results for
the interim periods.  Certain information and footnote disclosures
required under accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.  These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008 as filed with the
Securities and Exchange Commission.





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





The
results of operations for the three and nine months ended September 30, 2009 are
not necessarily indicative of the results to be expected for the entire year or
for any other period.





NOTE
2 - Principles of Consolidation





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





NOTE
3 - Reclassifications of a General Nature





Certain
amounts in the prior periods presented have been reclassified to conform to the
current period financial statement presentation.  The
reclassifications were made necessary by the change from reporting results
rounded to the nearest thousand dollars to reporting results rounded to the
nearest dollar.  These reclassifications had no effect on previously
reported loss per share.





NOTE
4 - Related Party Transactions





A monthly
management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
Nevada corporation, for management services.  These services include,
among other things, periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, internal accounting and
shareholder relations.  This arrangement may be terminated at will by
either party.  Kent was the beneficial owner of approximately 53.44%
of the Company’s outstanding common stock at September 30, 2009.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of or authorized proxy for approximately 59.54% of Kent’s
outstanding common stock.  Bryan P. Healey, Chief Financial Officer
and Director of the Company is also the Chief Financial Officer and a Director
of Kent as well as the son-in-law of Paul O. Koether.


6
 Table of Contents


NOTE
5 - Common Stock





In
October 2000, the Board of Directors approved a stock repurchase program
authorizing the Company to repurchase up to 320,000 shares of its Common Stock
at prices deemed favorable from time to time in the open market or in privately
negotiated transactions subject to market conditions, the Company’s financial
position and other considerations.  This program has no expiration
date.  No shares were repurchased during the quarter ended September
30, 2009; however, 1,768 shares were repurchased for $3,150 during the quarter
ended September 30, 2008.  At September 30, 2009, there were 121,068
shares remaining authorized for repurchase under the program.  All
shares repurchased were returned to the status of authorized but unissued
shares.





NOTE
6 - Basic and Diluted Net Loss Per Share





Basic
income (loss) per share includes the weighted average number of common shares
outstanding during the year.  Diluted income (loss) per share includes
the weighted average number of shares outstanding and dilutive potential common
shares, such as warrants and options.  The Company had 200,000 and
220,000 common stock options outstanding at September 30, 2009 and 2008,
respectively.  Since the Company had losses in the three and nine
months ended September 30, 2009, the stock options outstanding would have an
anti-dilutive effect on net loss per share and as such are not included in the
calculation.





NOTE
7 - Stock Options Plans





Kent
International has issued certain common stock options to its employees,
directors and consultants.  At September 30, 2009 and December 31,
2008, Kent International had 200,000 common stock options outstanding, and none
were issued during the three months September 30, 2009.





NOTE
8 – Net Operating Loss Carryforwards





As of
December 31, 2008, Kent International had approximately $63.4 million of net
operating loss carryforwards (“NOL”) for income tax purposes.  In
addition, Kent International has approximately $1.85 million of research and
development and foreign tax credit carryforwards available to offset future
federal income tax, subject to limitations for alternative minimum
tax.  The NOL’s and tax credit carryforwards expire in various years
from 2009 through 2027.  Kent International’s use of operating loss
carryforwards and tax credit carryforwards is subject to limitations imposed by
the Internal Revenue Code.  Management believes that the deferred tax
assets as of September 30, 2009 do not satisfy the realization criteria set
forth in United States accounting standards and has recorded a valuation
allowance for the entire net tax asset.  By recording a valuation
allowance for the entire amount of future tax benefits, the Company has not
recognized a deferred tax benefit for income taxes in its statements of
operations.


7
 Table of Contents


NOTE
9 - Stock Based Compensation Expense





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





NOTE
10 – Subsequent Events





Subsequent
events were evaluated as of November 23, 2009, the day the financial statements
were issued.





ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





The
following discussion and analysis should be read in conjunction with the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008
as well as the Company’s financial statements and notes thereto included
elsewhere in this Quarterly Report on Form 10-Q.  Statements in this
report relating to future plans, projections, events or conditions are
forward-looking statements.  Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
described.  The Company expressly disclaims any obligation or
undertaking to update these statements in the future.





Business
Activities





On
November 23, 2009, the Company’s subsidiary, Kent Capital, was authorized to
operate as a licensed securities broker/dealer.  The Financial
Industry Regulatory Authority (FINRA) approved Kent Capital to operate under
three business lines; Private Placements, Real Estate Syndication and Trading
Securities for Our Own Account.  The Company intends to operate the
broker dealer in an attempt to generate revenue and earnings. However,
management will continue to pursue merger or acquisition opportunities that
offer potentially profitable uses for the Company’s available capital as
discussed below. The Company’s initial investment in Kent Capital will be
$350,000, with the potential to increase the investment to $2,500,000 or more
within the next year, depending on the prospects for potential return on the
investment.





To
generate Private Placement revenue Kent Capital plans to raise capital from
accredited and institutional investors for direct equity investments in real
estate and real estate related projects.  These projects could include
foreclosure properties, land (both finished and unfinished lots), partially
finished commercial or residential projects, farmland or timberland, medical
properties, student housing properties, multi-family properties, and energy
efficiency, cogeneration, solar or wind projects.  Kent Capital would
market these opportunities only to accredited investors who might be high net
worth individuals or institutions.





Real
Estate Syndication will be a derivative of Kent Capital’s real estate related
Private Placement business as we may at times acquire a property or project
prior to seeking investor interest.  In most cases, Kent Capital would
then act as the sponsor of the syndicate and sell limited partnership interests
in the property or project while remaining the general partner.  In
other cases, Kent Capital may decide to hold the property for future
resale.  Kent Capital will have the ability to close acquisitions
quickly without requiring us to raise investor capital.  This would
allow Kent Capital to market the opportunity to appropriate investors without
time constraints.


8
 Table of Contents


Kent
Capital is also approved for Trading Securities for Its Own
Account.  As a result of the current condition of the financial
markets, management believes that there are opportunities to acquire equity in
publicly traded companies at historically low values.  Management may
invest a portion of Kent Capital’s capital in such
opportunities.  These investments would be made with the purpose of
selling them for a capital gain at some future point.  All trading
would be performed in a brokerage account opened in Kent Capital’s name at a
discount brokerage such as Charles Schwab or Fidelity in order to minimize
commission expenses and trading costs.





Additionally,
the Company intends to serve as a vehicle for the acquisition of or merger or
consolidation with another company (a ‘‘target business’’).  We intend
to use our available working capital, capital stock, debt or a combination of
these to effect a business combination with a target business which we believe
has significant growth potential.  The business combination may be
with a financially stable, mature company or a company that is in its early
stages of development or growth, which could include companies seeking to obtain
capital and to improve their financial stability.  We will not
restrict our search to any particular industry.  Rather, we may
investigate businesses of essentially any kind or nature and participate in any
type of business that may, in our management’s opinion, meet our business
objectives as described in this report.  We emphasize that the
description in this report of our business objectives is extremely general and
is not meant to restrict the discretion of our management to search for and
enter into potential business opportunities.  We have not chosen the
particular business in which we will engage and have not conducted any market
studies with respect to any business or industry for you to evaluate the
possible merits or risks of the target business or the particular industry in
which we may ultimately operate.  To the extent we enter into a
business combination with a financially unstable company or an entity in its
early stage of development or growth, including entities without established
records of sales or earnings, we will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies.  In addition, to the extent that
we effect a business combination with an entity in an industry characterized by
a high level of risk, we will become subject to the currently unascertainable
risks of that industry.  An extremely high level of risk frequently
characterizes certain industries that experience rapid growth.  In
addition, although we will endeavor to evaluate the risks inherent in a
particular industry or target business, we cannot assure you that we will
properly ascertain or assess all significant risk factors.





Kent
International has also developed a niche social networking website, www.ChinaUSPals.com,
designed to promote cultural exchange between the citizens of the United States
and those of the People’s Republic of China.  Membership to the site
is free, thus, any potential revenues will be derived from advertisements placed
on the site by third parties.  The site provides users with access to
other users’ personal profiles and enables the user to send messages to other
registered users of similar interests in order to develop lasting friendships or
simply attain a pen pal.  ChinaUSPals.com also features user generated
discussion forums and blogs as well as user submitted videos and
pictures.  The site was redesigned in preparation for the 2008
Olympics and re-launched on August 6, 2008.  Since then, site
membership has grown to over 6,100 members from the approximately 150 members
prior to the redesign.





Kent
International faces the risk that our website will not be viewable in China or
will be deliberately blocked by the government of the People’s Republic of
China.  Internet usage and content are heavily regulated in China and
compliance with these laws and regulations may cause us to change or limit our
business practices in a manner adverse to our business.  While
management is encouraged by the membership and traffic growth since the
redesign, we cannot be certain that the growth rate will continue or that
existing members will continue using the site.  Accordingly, the
Company is reviewing strategic options available to ChinaUSPals.com including
selling the site, discontinuing promotional advertising, or shutting down the
site’s operations.


9
 Table of Contents


The
Company does not expect that either the broker/dealer or the social networking
website will generate any significant revenues for an indefinite period as these
efforts are in their early stages.  As a result, these programs may
produce significant losses until such time as meaningful revenues are
achieved.





Results
of Operations





Kent
International had a net loss of $121,959, or $.03 basic and fully diluted loss
per share, for the quarter ended September 30, 2009, compared to a net loss of
$63,194, or $0.02 basic and fully diluted loss per share, for the quarter ended
September 30, 2008.  Kent International had a net loss of $314,838, or
$.09 basic and fully diluted loss per share, for the nine months ended September
30, 2009 compared to a net loss of $115,070, or $0.03 basic and fully diluted
loss per share, for the same period of 2008.  The increases in net
losses were a result of decreases in interest revenue on short-term investments
and cash on deposit.





Revenues





Interest
revenue decreased to $4,143 for the three months ended September 30, 2009, from
$57,402 for the three months ended September 30, 2008.  For the nine
months ended September 30, 2009, interest revenue decreased to $14,598 from
$218,197 for the nine months ended September 30, 2008.  A decrease in
the yield on short-term investments and cash equivalents from 2.19% to 0.07% was
the primary reason for the decreases.





Expenses





General
and administrative expenses were $127,533 and $330,867 in the three and nine
months ended September 30, 2009 compared to $120,086 and $333,382 in the three
and nine months ended September 30, 2008, an increase of $7,447 and a decrease
of $2,515, respectively.  The increase and decrease were the result of
net immaterial changes in general and administrative expense
categories.  Expenses in the quarter ended September 30, 2009 included
approximately $22,000 in consulting and filing fees in relation to obtaining a
broker/dealer license for Kent Capital.  These specific expenses
should not recur; however, expenses related to Kent Capital are expected to
increase overall expenses as it begins operation in November 2009.





Liquidity
and Capital Resources





At
September 30, 2009, the Company had cash and cash equivalents of
$10,089,336.  Cash and cash equivalents consist of cash held in banks
and brokerage firms as well as U.S. Treasury Bills with original maturities of
three months.  Working capital at September 30, 2009 was approximately
$10.048 million.  Management believes its cash, cash equivalents and
short-term investments are sufficient for its operations for at least the next
twelve months.


10
 Table of Contents


Net cash
of $290,711 was used in operations for the nine months ended September 30, 2009,
an increase of $132,655 from the $158,056 used in operations for the nine months
ended September 30, 2008.  Net cash used in operations for the periods
was the result of the net losses for the periods coupled with the changes in
operating assets and liabilities.  The increase in net cash used for
operations was primarily the result of the decrease in interest
revenue.





Net cash
of $10,089,167 was provided by investing activities during the nine months ended
September 30, 2009 by the sales and maturities of short-term
investments.  Net cash of $145,911 was provided by investing
activities during the nine months ended September 30, 2008 by the sales and
maturities of short-term investments offset by the purchase of short-term
investments.





There
were no cash flows from financing activities reported during the nine month
ending September 30, 2009; however, the Company used $3,150 for financing
activities for the nine months ended September 30, 2008 to repurchase 1,768
shares of common stock.





Factors
That May Affect Future Results





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





Other
Disclosures – Related Party Transactions





A monthly
management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a
Nevada corporation, for management services.  These services include,
among other things, periodic and other filings with the Securities and Exchange
Commission, evaluating merger and acquisition proposals, internal accounting and
shareholder relations.  This arrangement may be terminated at will by
either party.  Kent was the beneficial owner of approximately 53.44%
of the Company’s outstanding common stock at September 30, 2009.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of or authorized proxy for approximately 59.54% of Kent’s
outstanding common stock.  Bryan P. Healey, Chief Financial Officer
and Director of the Company is also the Chief Financial Officer and Director of
Kent as well as the son-in-law of Paul O. Koether.





Contractual
Obligations





The
Company has no material contractual obligations.





Other
Disclosures





None





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.


11
 Table of Contents


ITEM
      3.
            Quantitative and
      Qualitative Disclosure About Market
Risk.





Not
Applicable.





ITEM
      4.
            Controls and
      Procedures





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





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





Accordingly,
based on their evaluation of our disclosure controls and procedures as of
September 30, 2009, the Company’s Chief Executive Officer and its Chief
Financial Officer have concluded that, as of that date, the Company’s controls
and procedures were not effective for the purposes described above.





There was
no change in the Company’s internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
during the quarter ended September 30, 2009 that has materially affected or is
reasonably likely to materially affect the Company’s internal control over
financial reporting.





PART
      II.
            OTHER
      INFORMATION


ITEM 1.
            Legal
      Proceedings





None.





ITEM 1A.
            Risk
      Factors





Not
Applicable





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





None.


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ITEM 3.
            Defaults Upon Senior
      Securities





None.





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





None.





ITEM 5.
            Other
      Information





None.





ITEM 6.
              Exhibits
 
 3.1
                Articles
      of Incorporation of Kent International Holdings, Inc. (1)
 
 3.2
                Bylaws
      of Kent International Holdings, Inc. (1)
 
 3.3
                Certificate
      of Designation for Series A Junior Participating Preferred Stock. (2)
 
 31.1
                Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*
 
 31.2
                Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002*
 
 32
                Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002*





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





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





*
            Filed
      Herewith


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 Table of Contents


SIGNATURES





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





KENT
      INTERNATIONAL HOLDINGS, INC.Date:
      November 23, 2009
            
            By:
            /s/ Bryan P. HealeyBryan
      P. HealeyChief
      Financial Officer(Principal
      Accounting and Financial Officer)




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