UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





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





For the
quarterly period ended: June 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 of incorporation 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  x  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  x





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


Yes  x  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 July 25, 2008, the issuer had
3,567,456 shares of its common stock, par value $.002 per share,
outstanding.













KENT INTERNATIONAL HOLDINGS, INC.


FORM
10-Q


For The
Quarterly Period Ended June 30, 2008


Table Of
Contents





Page
      NumberPART
      I. FINANCIAL INFORMATIONItem 1.
            Financial StatementsBalance Sheet as of June 30, 2008 and December 31,
      2007
            3Statements of Operations for the Three and Six Months Ended
      June 30, 2008 and 2007
            4Statements of Cash Flows for the Six Months Ended June 30,
      2008 and 2007
            5Notes to 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
            11PART
      II. OTHER INFORMATIONItem 1.
            Legal Proceedings
            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
            12Item 5.
            Other Information
            12Item 6.
            Exhibits
            12Signatures
            13




2
 Table of Contents





PART
      I.
            FINANCIAL
      INFORMATION


ITEM
      1.
            Financial
      Statements





KENT INTERNATIONAL HOLDINGS, INC.


BALANCE
SHEETS


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





ASSETS
            
            June
      30, 2008(Unaudited)
            
            
            December
      31,2007Current
      Assets:Cash
      and cash equivalents
            
            $
            33
            
            
            $
            28Short-term
      investments
            
            
            10,497
            
            
            
            10,550Prepaid
      expenses and other current assets
            
            
            3
            
            
            
            8Total
      current assets
            
            
            10,533
            
            
            
            10,586Property
      and equipment, net of accumulated depreciation of $2 and
$1
            
            
            5
            
            
            
            6Other
      assets
            
            
            6
            
            
            
            6Total
      assets
            
            $
            10,544
            
            
            $
            10,598LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            30
            
            
            $
            30Stockholders'
      equity:Preferred
      stock, $.002 par value; 2,000,000 shares authorized; none
      outstandingCommon
      stock, $.002 par value; 10,000,000 shares authorized; 3,567,956 shares
      issued and outstanding
            
            
            7
            
            
            
            7Additional
      paid-in capital
            
            
            99,369
            
            
            
            99,369Accumulated
      deficit
            
            
            (88,862
            )
            
            
            (88,808
            )Total
      stockholders' equity
            
            
            10,514
            
            
            
            10,568Total
      liabilities and stockholders' equity
            
            $
            10,544
            
            
            $
            10,598








See
accompanying notes to financial statements.





3
 Table of Contents





KENT INTERNATIONAL HOLDINGS, INC.


STATEMENTS
OF OPERATIONS


(in
000’s, except per share amounts)


(UNAUDITED)





Three
      Months Ended
              June
      30,
            
            
            Six
      Months Ended
              June
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues:Interest
            
            $
            77
            
            
            $
            132
            
            
            $
            161
            
            
            $
            265Other
      income
            
            
            1
            
            
            
            12
            
            
            
            1
            
            
            
            12Total
      revenues
            
            
            78
            
            
            
            144
            
            
            
            162
            
            
            
            277Expenses:General
      and administrative
            
            
            100
            
            
            
            198
            
            
            
            215
            
            
            
            397Write
      off capitalized software costs
            
            
            
            
            
            
            38
            
            
            
            
            
            
            
            38Total
      expenses
            
            
            100
            
            
            
            236
            
            
            
            215
            
            
            
            435Loss
      before income taxes
            
            
            (22
            )
            
            
            (92
            )
            
            
            (53
            )
            
            
            (158
            )Provision
      for income taxes
            
            
            1
            
            
            
            
            
            
            
            1Net
      loss
            
            $
            (23
            )
            
            $
            (92
            )
            
            $
            (54
            )
            
            $
            (158
            )Basic
      and diluted net loss per common share
            
            $
            (0.01
            )
            
            $
            (0.03
            )
            
            $
            (0.02
            )
            
            $
            (0.04
            )Basic
      and diluted weighted average number of common shares
      outstanding
            
            
            3,568
            
            
            
            3,568
            
            
            
            3,568
            
            
            
            3,569








See
accompanying notes to financial statements.





4
 Table of Contents





KENT INTERNATIONAL HOLDINGS, INC.


STATEMENTS
OF CASH FLOWS


(in
000’s)


(UNAUDITED)





Six
      Months Ended
              June
      30,2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            $
            (54
            )
            
            $
            (158
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
            
            
            1
            
            
            
            3Stock-based
      compensation expense
            
            
            1Write
      off capitalized software costs
            
            
            
            
            
            
            38Interest
      receivable on short-term investments
            
            
            5
            
            
            
            3Accounts
      receivable
            
            
            
            
            
            
            (14
            )Change
      in prepaid expenses and other current assets
            
            
            5
            
            
            
            (3
            )Change
      in accounts payable and accrued expenses
            
            
            
            
            
            
            (2
            )Net
      cash used in operating activities
            
            
            (42
            )
            
            
            (133
            )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
            
            
            10,532
            
            
            
            10,837Net
      cash provided by investing activities
            
            
            47
            
            
            
            199Cash
      flows from financing activities:Repurchase
      of common stock
            
            
            
            
            
            
            (6
            )Net
      cash used in financing activities
            
            
            -
            
            
            
            (6
            )Net
      increase in cash and cash equivalents
            
            
            5
            
            
            
            60Cash
      and cash equivalents at beginning of period
            
            
            28
            
            
            
            26Cash
      and cash equivalents at end of period
            
            $
            33
            
            
            $
            86Supplemental
      disclosure of cash flow information:Cash
      paid for:Taxes
            
            $
            1
            
            
            $
            1








See
accompanying notes to financial statements.





5
 Table of Contents





KENT INTERNATIONAL HOLDINGS, INC.


Notes To
Financial Statements


(Unaudited)





NOTE
A - Basis of Presentation





The
accompanying unaudited financial statements of Kent International, Inc. (“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 six months ended June 30, 2008 are not
necessarily indicative of the results to be expected for the entire year or for
any other period.





NOTE
B - 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 53.25%
of the Company’s outstanding common stock at June 30, 2008.  Paul O.
Koether, Chairman of the Company is also the Chairman of Kent and the beneficial
owner of approximately 56.94% 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.





NOTE
C - 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 six months ended June 30,
2008; however, 2,000 shares were acquired during the six months ended June 30,
2007.  At June 30, 2008, there were 133,536 shares remaining
authorized for repurchase under the program.  All shares repurchased
were returned to the status of authorized but unissued shares.





6
 Table of Contents





NOTE
D - 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 290,000 common stock options
outstanding at June 30, 2008 and 2007, respectively.  Since the
Company had losses in the three and six months ended June 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
E - Stock Options Plans





Kent
International has issued certain common stock options to its employees,
directors and consultants.  At June 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
F: Stock Based Compensation





Until
December 31, 2005, the Company applied Accounting Principles Board Opinion No.
25 and related interpretations in accounting for its common stock
options.  Accordingly, no compensation cost had been recognized for
the common stock options issued prior to that date.  In December 2004,
the FASB issued 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. SFAS 123(R) was effective as of
the beginning of the first interim or annual period beginning after December 15,
2005.  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 $1,000 in stock based compensation expense for
the six months ended June 30, 2008.  As of June 30, 2008 there was
approximately $43,000 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
G - 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.





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-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.





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.





8
 Table of Contents





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.  Traffic growth has been disappointing thus
far.





We 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.





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 $23,000, or $.01 basic and fully diluted loss
per share, for the quarter ended June 30, 2008 compared to a net loss of
$92,000, or $0.03 basic and fully diluted loss per share, for the same period of
2007.  For the six months ended June 30, 2008, the Company had a net
loss of $54,000, or $0.02 basic and fully diluted loss per share, compared to a
net loss of $158,000, or $0.04 basic and fully diluted loss per share, for the
same period in 2007.  The decrease in the net loss was a result of a
decrease in personnel and administrative expenses offset by decreased interest
revenue on short-term investments and cash on deposit.





Revenues





Interest
income decreased to $77,000 and $161,000 for the three and six months ended June
30, 2008, respectively, from $132,000 and $265,000 for the three and six 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 $100,000 in the three months ended June 30,
2008 compared to $198,000 in the three months ended June 30, 2007, a decrease of
$98,000.  For the six months ended June 30, 2008, general and
administrative expenses were $215,000, compared to $397,000 for the same period
in 2007, a decrease of $182,000.  The decrease for the above mentioned
periods can be primarily attributed to a reduction of $147,000 in personnel
related expenses as a result of the resignation of our former President in
August of 2007.  Other reductions in expenses included legal fees
which decreased $9,000 and rental expense which decreased $11,000.





9
 Table of Contents





Liquidity
and Capital Resources





At June
30, 2008, the Company had cash and cash equivalents of approximately
$33,000.  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
$10.497 million at June 30, 2008.  Working capital at June 30, 2008
was approximately $10.503 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.





Net cash
of $42,000 was used in operations for the six months ended June 30, 2008, a
decrease of $91,000 from the $133,000 used in operations for the six months
ended June 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 a decrease in expenses.





Net cash
of $47,000 was provided by investing activities during the six months ended June
30, 2008 by the sales and maturities of short-term investments offset by the
purchase of short-term investments.  Net cash of $199,000 was provided
by investing activities during the six months ended June 30, 2007 resulting from
a net of $213,000 from the sales and purchases of short-term investments offset
by $14,000 expended for website design.





There
were no cash flows from financing activities reported during the six months
ended June 30, 2008.  The Company used $6,000 for financing activities
for the six months ended June 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 53.25%
of the Company’s outstanding common stock at June 30, 2008.  Paul O.
Koether, Chairman of the Company is also the Chairman of Kent and the beneficial
owner of approximately 56.94% 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.





10
 Table of Contents





Other
Disclosures – Common Stock Options Awarded





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 this agreement, provided that Mr. Healey remain in
the continuous employ of the company.  The option shall expire on May
8, 2018, unless earlier terminated.





Contractual
Obligations





The
Company has no material contractual obligations.





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.





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 June
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.





11
 Table of Contents





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 June 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


ITEM
      1.
            Legal
      Proceedings





None.





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





None.





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





12
 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:
      July 30, 2008
            By:
            /s/ Bryan P. HealeyBryan
      P. HealeyChief
      Financial Officer(Principal
      Accounting and Financial Officer)






13