UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





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





For the
quarterly period ended: September 30,
2008





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 ofincorporation or organization)
                (I.R.S.
      EmployerIdentification
      No.)





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


(Address
of principal executive offices)





(908)
766-7222


(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 S    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 £     
Small reporting company S





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


Yes S     No
£





State the
number of shares outstanding of each of the issuer's classes of common equity as
of the latest practicable date:  As of November 7, 2008, the issuer
had 3,555,988 shares of its common stock, par value $.002 per share,
outstanding.










KENTINTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY


FORM
10-Q


For The
Quarterly Period Ended September 30, 2008


Table of
Contents





PageNumberPART I.
      FINANCIAL INFORMATIONItem
      1.
                              Financial
      StatementsConsolidated Balance Sheet as of September 30, 2008 and
      December 31, 2007
                              
                              3Consolidated Statements of Operations for the Three and Nine
      Months Ended September 30, 2008 and 2007
                              
                              4Consolidated Statements of Cash Flows for the Nine Months Ended
      September 30, 2008 and 2007
                              
                              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
                              
                              12Item
      4.
                              Controls and Procedures
                              
                              12PART
      II. OTHER INFORMATIONItem
      1.
                              Legal Proceedings
                              
                              12Item
      2.
                              Unregistered Sales of Equity Securities and Use of
      Proceeds
                              
                              13Item
      3.
                              Defaults Upon Senior Securities
                              
                              13Item
      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





KENTINTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(in
000’s, except share and per share amounts)





ASSETS
                    
                    September 30,
      2008(Unaudited)
                    
                    
                    December 31,2007Current
      Assets:Cash
      and cash equivalents
                    
                    $
                    13
                    
                    
                    $
                    28Short-term
      investments
                    
                    
                    10,455
                    
                    
                    
                    10,550Prepaid
      expenses and other current assets
                    
                    
                    7
                    
                    
                    
                    8Total
      current assets
                    
                    
                    10,475
                    
                    
                    
                    10,586Property
      and equipment, net of accumulated depreciation of $2 and
$1
                    
                    
                    5
                    
                    
                    
                    6Other
      assets
                    
                    
                    6
                    
                    
                    
                    6Total
      assets
                    
                    $
                    10,486
                    
                    
                    $
                    10,598LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                    
                    $
                    36
                    
                    
                    $
                    30Stockholders'
      equity:Preferred
      stock, $.002 par value; 2,000,000 shares authorized; none
      outstandingCommon
      stock, $.002 par value; 10,000,000 shares authorized; 3,566,188 shares
      issued and outstanding
                    
                    
                    7
                    
                    
                    
                    7Additional
      paid-in capital
                    
                    
                    99,369
                    
                    
                    
                    99,369Accumulated
      deficit
                    
                    
                    (88,926
                    )
                    
                    
                    (88,808
                    )Total
      stockholders' equity
                    
                    
                    10,450
                    
                    
                    
                    10,568Total
      liabilities and stockholders' equity
                    
                    $
                    10,486
                    
                    
                    $
                    10,598








See
accompanying notes to consolidated financial statements.


3
 Table of Contents


KENT
INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATEDSTATEMENTS OF OPERATIONS


(in
000’s, except per share amounts)


(UNAUDITED)




Three
      Months Ended
                
                
                Nine
      Months EndedSeptember 30,
                
                
                September 30,2008
                
                
                2007
                
                
                2008
                
                
                2007Revenues:Interest
                
                $
                57
                
                
                $
                131
                
                
                $
                218
                
                
                $
                397Other
      income
                
                
                
                
                
                
                2
                
                
                
                1
                
                
                
                14Total
      revenues
                
                
                57
                
                
                
                133
                
                
                
                219
                
                
                
                411Expenses:General
      and administrative
                
                
                121
                
                
                
                287
                
                
                
                336
                
                
                
                685Write
      off capitalized software costs
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                38Total
      expenses
                
                
                121
                
                
                
                287
                
                
                
                336
                
                
                
                723Loss
      before income taxes
                
                
                (64
                )
                
                
                (154
                )
                
                
                (117
                )
                
                
                (312
                )Provision
      for income taxes
                
                
                
                
                
                
                
                
                
                
                1Net
      loss
                
                $
                (64
                )
                
                $
                (154
                )
                
                $
                (118
                )
                
                $
                (312
                )Basic
      and diluted net loss per common share
                
                $
                (0.02
                )
                
                $
                (0.04
                )
                
                $
                (0.03
                )
                
                $
                (0.09
                )Basic
      and diluted weighted average number of common shares
      outstanding
                
                
                3,566
                
                
                
                3,568
                
                
                
                3,567
                
                
                
                3,568








See
accompanying notes to consolidated financial statements.


4
 Table of Contents


KENTINTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(in
000’s)


(UNAUDITED)




Nine
      Months EndedSeptember 30,2008
                
                
                2007Cash
      flows from operating activities:Net
      loss
                
                $
                (118
                )
                
                $
                (312
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                
                
                1
                
                
                
                4Stock-based
      compensation expense
                
                
                4Write
      off capitalized software costs
                
                
                
                
                
                
                38Interest
      receivable on short-term investments
                
                
                (51
                )
                
                
                (126
                )Change
      in accounts receivable
                
                
                
                
                
                
                (1
                )Change
      in prepaid expenses and other current assets
                
                
                1
                
                
                
                12Change
      in accounts payable and accrued expenses
                
                
                5
                
                
                
                (48
                )Net
      cash used in operating activities
                
                
                (158
                )
                
                
                (433
                )Cash
      flows from investing activities:Purchase
      of short-term investments
                
                
                (10,485
                )
                
                
                (10,624
                )Acquisition
      of property and equipment
                
                
                
                
                
                
                (14
                )Maturities
      and sales of short-term investments
                
                
                10,631
                
                
                
                11,056Net
      cash provided by investing activities
                
                
                146
                
                
                
                418Cash
      flows from financing activities:Repurchase
      of common stock
                
                
                (3
                )
                
                
                (6
                )Net
      cash used in financing activities
                
                
                (3
                )
                
                
                (6
                )Net
      decrease in cash and cash equivalents
                
                
                (15
                )
                
                
                (21
                )Cash
      and cash equivalents at beginning of period
                
                
                28
                
                
                
                26Cash
      and cash equivalents at end of period
                
                $
                13
                
                
                $
                5Supplemental
      disclosure of cash flow information:Cash
      paid for:Taxes
                
                $
                1
                
                
                $
                1








See
accompanying notes to consolidated financial statements.


5
 Table of Contents


KENTINTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY


Notes To
Consolidated Financial Statements


(Unaudited)





NOTE
A - Basis of Presentation





The
accompanying unaudited financial statements of Kent International Holdings, Inc.
and Subsidiary (“Kent International” or the “Company”) have been prepared in
accordance with accounting principles generally accepted for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X relating to smaller reporting companies.  Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America (“GAAP”) for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  The balance sheet at December 31,
2007 has been derived from the audited financial statements at that date but
does not include all of the information and footnotes required by GAAP for
complete financial statements; as such, 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-KSB for the year ended December 31, 2007
as filed with the Securities and Exchange Commission.





The
preparation of financial statements in conformity with GAAP 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, 2008 are
not necessarily indicative of the results to be expected for the entire year or
for any other period.





NOTE
B - Principles of Consolidation





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





NOTE
C - 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 53.28%
of the Company’s outstanding common stock at September 30, 2008.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of approximately 58.3% 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
D - 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.  1,768 shares were repurchased during the three and nine months
ended September 30, 2008 and 2,000 shares were acquired during the three and
nine months ended September 30, 2007.  At September 30, 2008, there
were 131,768 shares remaining authorized for repurchase under the
program.  All shares repurchased were returned to the status of
authorized but unissued shares.





NOTE
E - Basic and Diluted Net Loss Per Share





The
Company reports income (loss) per share under the requirements of Statement of
Financial Accounting Standards No. 128, “Earnings 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 220,000 and 120,000 common stock options
outstanding at September 30, 2008 and 2007, respectively.  Since the
Company had losses in the three and nine months ended September 30, 2008, 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
F - Stock Options Plans





Kent
International has issued certain common stock options to its employees,
directors and consultants.  At September 30, 2008 and December 31,
2007, Kent International had 220,000 and 120,000 common stock options
outstanding, respectively.





On May 8,
2008, the Board awarded a non-qualified stock option to Bryan P. Healey to
purchase 100,000 shares of Kent International’s common stock under the Company’s
1986 Stock Option Plan.  The option has an exercise price of $3.20 and
shall become exercisable at a rate of 20,000 shares on each of the first five
anniversaries of the date of grant, provided that Mr. Healey remain in the
continuous employ of the company.  The option shall expire on May 8,
2018, unless earlier terminated.





NOTE
G: Stock Based Compensation





The
Company follows SFAS No. 123(R), "Share-Based Payment," (“SFAS
123(R)”), a revision of SFAS 123, "Accounting for Stock-Based
Compensation.”  SFAS 123(R) requires that the compensation cost
relating to share-based payment transactions be recognized in financial
statements.  The compensation cost is measured based on the fair value
of the equity or liability instruments issued.  Kent International
adopted SFAS 123(R) on January 1, 2006.  The adoption did not have an
impact on the Company’s financial position or results of operations as all stock
options granted to that date were fully vested prior to January 1,
2006.





The
Company recorded stock based compensation expense during 2008 for the options
granted to an employee in May 2008.  The options granted have an
exercise price greater than the market price of the Company’s stock on the grant
date.  For purposes of calculating the compensation cost consistent
with SFAS No. 123(R), "Share-Based Payment," the
fair value of the option grant was estimated on the grant date using the
Black-Scholes option-pricing model with the following assumptions used: no
dividend yield; expected volatility of 25.31 percent; risk free interest rate of
3.125 percent; and weighted average expected life of 6.5 years.  The
Company recognized approximately $4,000 in stock based compensation expense for
the nine months ended September 30, 2008.  As of September 30, 2008
there was approximately $40,000 of total unrecognized compensation cost related
to non-vested awards granted under this plan, which is expected to be recognized
on a straight line basis over the vesting term.


7
 Table of Contents




NOTE
H – Incorporation of Subsidiary





On July
29, 2008, we incorporated ChinaUSPals.com, Inc. as a holding company for our
social networking website www.ChinaUSPals.com.  81,000
shares of the common stock of ChinaUSPals, Inc. were issued to Kent
International as a part of the incorporation.  Subsequently, the
Company entered into an agreement with Wizart Studios, LLC, a New York based web
design firm, to redesign and market the site.  In return, Wizart
Studios was issued 19,000 shares of common stock in ChinaUSPals.com,
Inc.  As a result, Kent International owns 81% of ChinaUSPals.com, Inc
and Wizart Studios is the owner of the remaining 19%.





NOTE
I - New Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and
SFAS No. 160, Non-controlling
Interests in Consolidated Financial Statements.  SFAS No. 141
(R) requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired.  SFAS No. 160 clarifies that a
non-controlling interest in a subsidiary should be reported as equity in the
consolidated financial statement.  The calculation of earnings per
share will continue to be based on income amounts attributable to the
parent.  SFAS No. 141 (R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15,
2008.  Early adoption is prohibited.  We have not yet
determined the effect on our financial statements, if any, upon adoption of SFAS
No. 141 (R) or SFAS No. 160.





ITEM2.
            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-KSB for the fiscal year ended December 31,
2007 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.


8
 Table of Contents




Business
Activities





Our
current business plan is 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.





Additionally,
Kent International has 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 private 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.  In July, we reached an agreement with Wizart Studios, LLC,
a New York based web design firm, to redesign and market the site in return for
a 19% equity interest in ChinaUSPals.com, Inc., the site’s holding
company.  The redesigned site was launched on August 6,
2008.  Since then, site membership has grown to over 1,100 members
from the approximately 150 members prior to the redesign.





While we
are 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.  We also face 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.


9
 Table of Contents


The
Company does not expect that these activities will generate any significant
revenues for an indefinite period as these efforts are in their early
stages.  As a result, these programs may produce significant losses
until such time as meaningful revenues are achieved.





Results
of Operations





Kent
International had a net loss of $64,000, or $.02 basic and fully diluted loss
per share, for the quarter ended September 30, 2008 compared to a net loss of
$154,000, or $0.04 basic and fully diluted loss per share, for the same period
of 2007.  For the nine months ended September 30, 2008, the Company
had a net loss of $118,000, or $0.03 basic and fully diluted loss per share,
compared to a net loss of $312,000, or $0.09 basic and fully diluted loss per
share, for the same period in 2007.  The decrease in the net losses in
both periods were a result of decreases in personnel expenses offset by
decreased interest revenue and increased consulting and due diligence expenses
related to a proposed acquisition that was terminated prior to
closing.





Revenues





Interest
income decreased to $57,000 and $218,000 for the three and nine months ended
September 30, 2008, respectively, from $131,000 and $397,000 for the three and
nine months ended June 30, 2007, respectively.  A lower yield on
short-term investments and cash equivalents was the reason for the
decrease.





Expenses





General
and administrative expenses were $121,000 in the three months ended September
30, 2008 compared to $287,000 in the three months ended September 30, 2007, a
decrease of $166,000.  For the nine months ended September 30, 2008,
general and administrative expenses were $336,000, compared to $685,000 for the
same period in 2007, a decrease of $349,000.  The decrease for the
above mentioned periods can be primarily attributed to reductions of $178,000
and $321,000 for the three and nine months, respectively, in personnel related
expenses as a result of the resignation of our former President in August of
2007.  Other significant reductions in expenses included international
travel expenses which decreased $8,000 and $20,000, respectively, and rental
expense which decreased $5,400 and $16,200, respectively.  These
decreases were partially offset in the three months ended September 30, 2008 by
$24,000 in consulting and due diligence expenses related to a proposed
acquisition that was terminated prior to closing.





Liquidity
and Capital Resources





At
September 30, 2008, the Company had cash and cash equivalents of approximately
$13,000.  Cash and cash equivalents consist of cash held in banks and
brokerage firms.  The Company had short-term investments, consisting
of U.S. Treasury Bills with original maturities of six months, of approximately
$10.455 million at September 30, 2008.  Working capital at September
30, 2008 was approximately $10.439 million.  Management believes its
cash, cash equivalents and short-term investments are sufficient for its
operations for at least the next twelve months and for the costs of seeking an
acquisition of or starting an operating business.


10
 Table of Contents


Net cash
of $158,000 was used in operations for the nine months ended September 30, 2008,
a decrease of $275,000 from the $433,000 used in operations for the nine months
ended September 30, 2007.  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 decrease in net cash used in
operations was largely the result of the decrease in expenses.





Net cash
of $146,000 was provided by investing activities during the nine months
September June 30, 2008 by the sales and maturities of short-term investments
offset by the purchase of short-term investments.  Net cash of
$418,000 was provided by investing activities during the nine months ended
September 30, 2007 resulting from a net of $432,000 from the sales and purchases
of short-term investments offset by $14,000 expended for website
design.





The
Company used $3,000 for financing activities for the nine months ended September
30, 2008 to repurchase 1,768 shares of common stock.  The Company used
$6,000 for financing activities for the nine months ended September 30, 2007 to
repurchase 2,000 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 and expenses incurred.  Kent International expects
to incur significant expenses in connection with its objective of redeploying
its assets into an operating business 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 53.28%
of the Company’s outstanding common stock at September 30, 2008.  Paul
O. Koether, Chairman of the Company is also the Chairman of Kent and the
beneficial owner of approximately 58.3% 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.





Other
Disclosures – Incorporation of Subsidiary





On July
29, 2008, we incorporated ChinaUSPals.com, Inc. as a holding company for our
social networking website www.ChinaUSPals.com.  81,000
shares of the common stock of ChinaUSPals, Inc. were issued to Kent
International as a part of the incorporation.  Subsequently, the
Company entered into an agreement with Wizart Studios, LLC, a New York based web
design firm, to redesign and market the site.  In return, Wizart
Studios was issued 19,000 shares of common stock in ChinaUSPals.com,
Inc.  As a result, Kent International owns 81% of ChinaUSPals.com, Inc
and Wizart Studios is the owner of the remaining 19%.


11
 Table of Contents


Contractual
Obligations





The
Company has no material contractual obligations.





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.





ITEM3.
            Quantitative and
      Qualitative Disclosure About Market
Risk.





Not
Applicable.





ITEM4.
              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, 2008, 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, 2008 that has materially affected or is
reasonably likely to materially affect the Company’s internal control over
financial reporting.





PART
      II.
            OTHER
      INFORMATION


ITEM1.
            Legal
      Proceedings





None.


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 Table of Contents





ITEM2.
            Unregistered Sale of
      Equity Securities and Use of
Proceeds





Purchase
of Equity Securities





Issuer
Purchases of Equity Securities (1)




Period
                          
                          Total
      Number of Shares Purchased
                          
                          
                          Average
      Price Paid per Share
                          
                          
                          Total
      Number of Shares Purchased as Part of Publicly Announced Plans or
      Programs
                          
                          
                          Maximum
      Number of Shares that May Yet Be Purchased Under the Plans or
      ProgramsJuly 1,
      2008 - July 31, 2008
                          
                          
                          960
                          
                          
                          $
                          1.74
                          
                          
                          
                          960
                          
                          
                          
                          132,576August 1,
      2008 - August 31, 2008
                          
                          
                          790
                          
                          
                          $
                          1.83
                          
                          
                          
                          790
                          
                          
                          
                          131,786September 1,
      2008 - September 30, 2008
                          
                          
                          18
                          
                          
                          $
                          1.80
                          
                          
                          
                          18
                          
                          
                          
                          131,768Total
                          
                          
                          1,768
                          
                          
                          $
                          1.78
                          
                          
                          
                          1,768
                          
                          
                          
                          131,768


(1)           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.  This program has no expiration date.





ITEM3.
            Defaults Upon Senior
      Securities





None.





ITEM4.
            Submission of Matters
      to a Vote of Security
Holders





None.





ITEM5.
            Other
      Information





None.





ITEM6.
            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 12, 2008
                    
                    By:
                    /s/ Bryan P. HealeyBryan
      P. HealeyChief
      Financial Officer(Principal
      Accounting and Financial Officer)






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