U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended: March 31, 2002
                                     --------------

                                       OR

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

                           Commission File No.: 1-7986
                                                ------

                          Kent Financial Services, Inc.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)


            Delaware                                     75-1695953
            --------                                     ----------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)


           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
           ----------------------------------------------------------
                    (Address of principal executive offices)


                                 (908) 234-0078
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing  requirements  for the past 90 days.  Yes  X  No
                                                                      ---    ---

     State the number of shares  outstanding of each of the issuer's  classes of
common  stock:  As of April 30,  2002,  the issuer had  1,677,435  shares of its
common stock, par value $.10 per share, outstanding.

           Transitional Small Business Disclosure Format (check one).
                                 Yes     No  X
                                     ---    ---



<PAGE>





PART I  - FINANCIAL INFORMATION
------    ---------------------
Item 1. - Financial Statements
------    --------------------


                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                 ($000 Omitted)

                                                                  March 31,
                                                                    2002
                                                                    ----
Assets
------

Cash and cash equivalents                                         $  3,426
Securities owned                                                     7,616
Receivable from clearing broker                                         88
Property and equipment:
  Land and building                                                  1,447
  Office furniture and equipment                                       278
                                                                  --------
                                                                     1,725
  Accumulated depreciation                                       (     675)
                                                                  --------
  Net property and equipment                                         1,050
                                                                  --------
Other assets                                                            34
                                                                  --------
    Total assets                                                  $ 12,214
                                                                  ========

Liabilities and Stockholders' Equity
------------------------------------


Liabilities:

Securities sold, not yet purchased                                $      4
Accounts payable and accrued expenses                                1,177
Mortgage payable                                                       678
Accrual for previously discontinued operations                         211
                                                                  --------
    Total liabilities                                                2,070
                                                                  --------

Contingent liabilities

Stockholders' equity:

Preferred stock without par value, 500,000
  shares authorized; none outstanding                                    -
Common stock, $.10 par value, 4,000,000
  shares authorized; 1,688,767 outstanding                             169
Additional paid-in capital                                          13,727
Accumulated deficit                                              (   3,752)
                                                                  --------
    Total stockholders' equity                                      10,144
                                                                  --------
    Total liabilities and stockholders' equity                    $ 12,214
                                                                  ========










     See accompanying notes to condensed consolidated financial statements.

                                        2


<PAGE>

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


                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                          2002        2001
                                                          ----        ----

Revenues:
  Brokerage commissions                                  $ 204       $ 329
  Principal transactions:
    Trading                                                 69         157
    Investing gains (losses)                            (  257)        554
  Management fee income                                     46          46
  Interest, dividends and other                            216         235
                                                         -----       -----
                                                           278       1,321
                                                         -----       -----

Expenses:
  Brokerage                                                208         343
  General, administrative and other                        427         429
  Interest                                                  70         118
                                                         -----       -----
                                                           705         890
                                                         -----       -----

Earnings (loss) before income taxes                     (  427)        431
Provision for income taxes                                   3           2
                                                         -----       -----
Net earnings (loss)                                     ($ 430)      $ 429
                                                         =====       =====

Basic and diluted net earnings (loss) per
  common share                                          ($ .25)      $ .24
                                                         =====       =====

Weighted average number of common
  shares outstanding (in 000's)                          1,689       1,765
                                                         =====       =====





















     See accompanying notes to condensed consolidated financial statements.



                                        3

<PAGE>


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

                                                         Three Months Ended
                                                              March 31,
                                                         ------------------
                                                          2002        2001
                                                          ----        ----

Cash flows from operating activities:
  Net earnings (loss)                                  ($  430)     $  429
  Adjustments to reconcile net
    earnings (loss) to net cash used in
    operating activities:
      Depreciation and amortization                         11          14
      Change in unrealized gains (losses) on
        securities owned                                   259     (   617)
  Changes in operating assets and liabilities:
    Change in securities owned                         (   303)    (   163)
    Change in receivable from clearing broker              389         472
    Change in accounts payable and
      accrued expenses                                 (    66)    (   193)
    Other, net                                               -           6
                                                        ------      ------

    Net cash used in operating activities              (   140)    (    52)
                                                        ------      ------

Cash flows used in investing activities-
  Purchase of office equipment                               -     (     4)
                                                        ------      ------

Cash flows from financing activities:
  Purchase of common stock                             (     1)    (   158)
  Payments on debt                                     (     3)    (     3)
                                                        ------      ------
    Net cash used in financing
      activities                                       (     4)    (   161)
                                                        ------      ------

Net decrease in cash and cash equivalents              (   144)    (   217)
Cash and cash equivalents at
  beginning of period                                    3,570       3,812
                                                        ------      ------
Cash and cash equivalents at end of
  period                                                $3,426      $3,595
                                                        ======      ======

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                            $   70      $  118
                                                        ======      ======
    Taxes                                               $    3      $   18
                                                        ======      ======













     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2002 AND 2001
                                   (UNAUDITED)



1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited  consolidated  financial  statements  of  Kent
Financial  Services,  Inc. and subsidiaries (the "Company") as of March 31, 2002
and for the three  month  periods  ended  March 31,  2002 and 2001  reflect  all
material adjustments  consisting of only normal recurring  adjustments which, 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
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
Annual Report on Form 10-KSB for the year ended  December 31, 2001 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  months  ended March 31, 2002 and
2001 are not necessarily indicative of the results to be expected for the entire
year or for any other period.


















                                        5


<PAGE>

2.   Business
     --------

     The Company's  business is comprised  principally  of the operation of T.R.
Winston & Company, Inc.  ("Winston"),  a wholly-owned  subsidiary.  Winston is a
licensed securities broker-dealer and is a member of the National Association of
Securities Dealers,  Inc., and the Securities  Investor Protection  Corporation.
All safekeeping,  cashiering,  and customer account  maintenance  activities are
provided  by  an  unrelated  broker-dealer  pursuant  to a  clearing  agreement.
Pursuant to the net capital provisions of Rule 15c3-1 of the Securities Exchange
Act of 1934,  Winston is required to maintain minimum net capital.  At March 31,
2002, Winston had net capital, as defined, of approximately $253,000,  which was
approximately $153,000 in excess of the required minimum.

     The Company also invests through its wholly-owned  subsidiary,  Asset Value
Fund Limited Partnership  ("AVF").  AVF primarily invests in a limited number of
portfolio companies, the securities of which are considered undervalued by AVF's
management.  As of March 31, 2002, AVF held 9 equity  investments,  of which six
consisted of owning more than 5% of the  investee's  outstanding  capital stock.
AVF owns more than 41% of Cortech,  Inc., a company supervising the exploitation
of its  technology  by third  parties and also  seeking a new  business;  23% of
General Devices,  Inc., a non-operating  company seeking a new business;  16% of
Gish Biomedical,  Inc., a manufacturer of medical devices;  9.2% of Star Buffet,
Inc.,  a company  that is  engaged  in the  restaurant  industry;  6.6% of Dewey
Electronics  Corporation,  a company engaged in the  manufacturing of electronic
and electromechanical systems for the military; and 5% of GolfRounds.com,  Inc.,
a non-operating company seeking a new business.


3.   Securities owned and securities sold, not yet purchased
     -------------------------------------------------------

     Securities   owned  consist  of  portfolio   positions   held  for  capital
appreciation,  all of which are  valued at fair  value.  The fair  values of the
portfolio  positions  generally  are based on listed  market  prices.  If listed
market prices are not indicative of fair value or if  liquidating  the Company's
position  would  reasonably be expected to impact market  prices,  fair value is
determined  based on other  relevant  factors.  Among the factors  considered by
management  in  determining  fair  value  of the  portfolio  positions  are  the
financial condition,  asset composition and operating results of the issuer, the
long-term business potential of the issuer and other factors generally pertinent
to the valuation of investments. The fair value of these investments are subject
to a high degree of volatility and may be susceptible to significant fluctuation
in the near term.










                                        6

<PAGE>


     Securities  owned and  securities  sold,  not yet purchased as of March 31,
2002, consist of the following (in 000's):

                                                                      Sold,
                                                                     Not Yet
                                                          Owned     Purchased
                                                          -----     ---------
Marketable equity securities:
  Portfolio positions of
    greater than 5% of
      outstanding common stock:
        Cortech, Inc. (1,513,000 shares)                $ 5,280       $     -
        Star Buffet, Inc. (255,000 shares)                  686             -
        Dewey Electronics Corporation (88,500 shares)       355             -
        Gish Biomedical, Inc. (590,400 shares)              241             -
        GolfRounds.com, Inc. (189,600 shares)               129             -
        General Devices, Inc. (316,558 shares)               63             -
  All other portfolio positions                             816             -
  Held for resale to customers                               46             4
                                                        -------       -------
        Fair value                                      $ 7,616       $     4
                                                        =======       =======


     Securities  owned which are not valued at listed market prices at March 31,
2002 amounted to $5,713,000.


4.   Income taxes
     ------------

        The components of income tax expense are as follows ($000 Omitted):



                                                  Three Months Ended
                                                        March 31,
                                                  ------------------

                                                   2002        2001
                                                   ----        ----

        Federal - Current                          $  -        $  -
        State - Current                               3           2
        Deferred                                      -           -
                                                   ----        ----

        Total                                      $  3        $  2
                                                   ====        ====















                                        7


<PAGE>

     Total income tax expense for the three months ended March 31, 2002 and 2001
is different  from the amounts  computed by multiplying  total  earnings  (loss)
before income taxes by the statutory Federal income tax rate of 34%. The reasons
for these differences and the related tax effects are:



                                                         Three Months Ended
                                                               March 31,
                                                         ------------------
                                                          2002        2001
                                                          ----        ----

Income tax expense computed at
  statutory rates on total earnings
    (loss) before income taxes                          ($ 146)      $ 147
Increase (decrease) in tax from:
  Valuation allowance on net operating
    loss carryforward                                      146      (  147)
  State income tax, net of Federal
    Benefit                                                  3           2
                                                         -----       -----

      Total                                              $   3       $   2
                                                         =====       =====



5. Capital Stock Activity
   ----------------------

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

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

     In March 2001,  the Board of Directors  approved a plan to repurchase up to
an  additional  150,000  shares of the  Company's  common stock at prices deemed
favorable in the open market or in privately negotiated  transactions subject to
market conditions,  the Company's  financial  position and other  considerations
("2001 Plan"). For the three months ended March 31, 2002 the Company repurchased
40 shares and returned  these shares to the status of  authorized  and unissued.
These  shares  were  repurchased  under the 2001 Plan and the  Company can still
repurchase approximately 141,500 shares under the 2001 Plan.












                                        8

<PAGE>


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations
            -------------------------------------------------


Liquidity and Capital Resources
-------------------------------

     Kent Financial Services, Inc. (the "Company") had cash and cash equivalents
(U.S.  Treasury  bills  with an  original  maturity  of ninety  days or less) of
approximately $3.4 million and securities owned of approximately $7.6 million at
March 31,  2002.  Substantially  all  securities  are owned by Asset  Value Fund
Limited Partnership.  Securities carried at fair value of $5,713,000 were valued
based on management's  estimates.  These securities are subject to a high degree
of volatility  and may be  susceptible  to  significant  fluctuation in the near
term. The remainder of the securities owned are valued at quoted market prices.

     Net cash used in  operations  was  $140,000 in the three months ended March
31,  2002  compared  to the  net  cash  used in  operations  of  $52,000  in the
comparable  period of 2001.  Net cash used in  operations  for the three  months
ended March 31, 2002 increased from the  comparable  period in 2001  principally
from the  decrease  in net income in the first  quarter of 2002  compared to the
first  quarter of 2001,  offset by the change in  unrealized  gains  (losses) on
securities owned over the same periods.  Unrealized gains (losses) on securities
owned are included in the results of  operations  but do not generate cash flows
from operations.

     Net cash used in financing  activities  of $4,000 and $161,000 in the three
month periods ended March 31, 2002 and 2001, respectively,  was comprised of the
purchase of the Company's  common stock,  which was  subsequently  retired,  and
payments on the  mortgage  loan  collateralized  by the  Company's  headquarters
building.  The Company  believes  that its  liquidity is  sufficient  for future
operations.

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

     The Company had a net loss of $430,000,  or $.25 basic and diluted loss per
share,  for the three  months  ended  March 31,  2002  compared to net income of
$429,000 or $.24 basic and diluted earnings per share, for the comparable period
in 2001.














                                        9

<PAGE>



     Total  brokerage  income  (consisting of brokerage  commissions and trading
gains) for the three  months  ended March 31, 2002 was  $273,000,  a decrease of
$213,000,  or 44%, from  approximately  $486,000 in the comparable  2001 period.
Brokerage  expenses  (including  all fixed and variable  expenses)  decreased by
$135,000, or 39%, from $343,000 in the quarter ended March 31, 2001, to $208,000
for the three months ended March 31, 2002. Net brokerage  income was $65,000 for
the three  months ended March 31, 2002 and $143,000 for the same period in 2001,
a decrease of $78,000 or 55%. The decrease in brokerage  expense for the quarter
ended  March 31,  2002  compared  to the  comparable  quarter of 2001 was due to
decreased  activity by the brokers  employed  at T.R.  Winston & Company,  Inc.,
which was consistent with declines in the equity markets in general.

     Net  investing  losses were  $257,000  for the three months ended March 31,
2002,  compared to net investing gains of $554,000 for the comparable  period in
2001. The decrease in net investing  gains in the three month period ended March
31, 2002 from the comparable period in 2001 was primarily due to declines in the
fair value of Cortech, Inc. and Gish Biomedical, Inc. along with decreased level
of investment activity.

     Interest,  dividends  and other  income was  $216,000  for the three months
ended March 31, 2002,  compared to $235,000 for the three months ended March 31,
2001 a decrease  of $19,000 or 8%. This  decrease  was a result of a decrease in
interest  received  due  to  lower  invested  balances  of  the  Company's  cash
equivalents and lower yields on investments.

     General,  administrative  and other expenses were $427,000 and $429,000 for
the quarters ended March 31, 2002 and 2001, respectively, a decrease of $2,000.
























                                       10

<PAGE>


PART II - OTHER INFORMATION
-------   -----------------

Item 6. - Exhibits and Reports on Form 8-K
          --------------------------------

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

          None

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

          No reports on  Form 8-K were filed  during  the quarter for which this
          report is being filed.








































                                       11

<PAGE>



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                       KENT FINANCIAL SERVICES, INC.




Dated: May 6, 2002                     By: /s/ John W. Galuchie, Jr.
                                           --------------------------
                                           John W. Galuchie, Jr.
                                           Executive Vice President





































                                       12