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:    June 30, 2000
                                          ---------------

                                       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 July 31, 2000, the issuer had 1,843,310 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
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                                 ($000 Omitted)
                                                                    June 30,
                                                                      2000
                                                                  -----------
Assets
------
Cash and cash equivalents                                           $  3,051
Securities owned                                                      10,123
Receivable from clearing broker                                          677
Property and equipment:
     Land and building                                                 1,447
     Office furniture and equipment                                      270
                                                                    --------
                                                                       1,717
     Accumulated depreciation                                      (     576)
                                                                    --------
     Net property and equipment                                        1,141
                                                                    --------
Other assets                                                             277
                                                                    --------
          Total assets                                              $ 15,269
                                                                    ========

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

Liabilities:
     Securities sold, not yet purchased                             $      1
     Accounts payable and accrued expenses                               930
     Mortgage payable                                                    695
     Accrual for previously discontinued
       operations                                                        318
                                                                    --------
          Total liabilities                                            1,944
                                                                    --------

Contingent liabilities (Note 5)

Stockholders' equity:
     Preferred stock without par value, 500,000
       shares authorized; none outstanding                                 -
     Common stock, $.10 par value, 4,000,000
       shares authorized; 1,843,310 outstanding                          184
     Additional paid-in capital                                       14,335
     Accumulated deficit                                           (   1,194)
                                                                    --------
          Total stockholders' equity                                  13,325
                                                                    --------
          Total liabilities and stockholders' equity                $ 15,269
                                                                    ========


          See accompanying notes to consolidated financial statements.

                                        2


<PAGE>



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



                                                           Three Months Ended
                                                                 June 30,
                                                          --------------------
                                                           2000          1999
                                                          ------        ------

Revenues:
     Brokerage commissions                                $  479        $  450
     Principal transactions:
        Trading                                              256           227
        Investing gains (losses)                         (   271)           39
     Interest, dividends and other                           269           613
                                                          ------        ------
                                                             733         1,329
                                                          ------        ------

Expenses:
     Brokerage                                               531           468
     General, administrative and other                       370           638
     Interest                                                115            69
                                                          ------        ------
                                                           1,016         1,175
                                                          ------        ------

Earnings (loss) before income taxes                      (   283)          154
Provision for income taxes                                     6             4
                                                          ------        ------
Net earnings (loss)                                      ($  289)       $  150
                                                          ======        ======

Basic net earnings (loss) per
  common share                                           ($  .16)       $  .08
                                                          ======        ======

Diluted net earnings (loss) per
  common share                                           ($  .16)       $  .08
                                                          ======        ======

Weighted average number of common
  shares outstanding (in 000's)                            1,850         1,967
                                                          ======        ======







          See accompanying notes to consolidated financial statements.

                                        3


<PAGE>



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



                                                            Six Months Ended
                                                                 June 30,
                                                           -------------------
                                                            2000         1999
                                                           ------       ------

Revenues:
     Brokerage commissions                                $ 1,071      $   949
     Principal transactions:
       Trading                                              1,765          496
       Investing gains                                        569          494
     Interest, dividends and other                            517          809
                                                          -------      -------
                                                            3,922        2,748
                                                          -------      -------

Expenses:
     Brokerage                                              1,831          984
     General, administrative and other                        798        1,215
     Interest                                                 214          133
                                                          -------      -------
                                                            2,843        2,332
                                                          -------      -------

Earnings before income taxes                                1,079          416
Provision for income taxes                                      9           18
                                                          -------      -------
Net earnings                                              $ 1,070      $   398
                                                          =======      =======

Basic net earnings per
  common share                                            $   .57      $   .20
                                                          =======      =======

Diluted net earnings per
  common share                                            $   .57      $   .20
                                                          =======      =======

Weighted average number of common
  shares outstanding (in 000's)                             1,869        1,969
                                                          =======      =======





          See accompanying notes to consolidated financial statements.

                                        4


<PAGE>



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

                                 ($000 Omitted)

                                                             Six Months Ended
                                                                  June 30,
                                                           --------------------
                                                            2000          1999
                                                           ------        ------

Cash flows from operating activities:

   Net earnings                                            $1,070        $  398
   Adjustments:
      Depreciation and amortization                            37            27
      Change in unrealized gains and
        losses on securities owned                        (   341)      (   456)
      Change in securities owned                          ( 1,488)      ( 3,069)
      Change in receivable from
        clearing broker                                       263           865
      Change in accounts payable and
        accrued expenses                                  (   242)          183
      Other, net                                                4       (   153)
                                                           ------        ------
      Net cash used in
        operating activities                              (   697)      ( 2,205)
                                                           ------        ------

Cash flows from investing activities:

   Purchase of property and equipment                     (     5)      (    14)
   Net noncash assets of a
     previously consolidated
       subsidiary                                               -            27
   Net cash related to a previously
     consolidated subsidiary                                    -       (    85)
                                                           ------        ------
      Net cash used in investing
        activities                                        (     5)      (    72)
                                                           ------        ------

Cash flows from financing activities:

   Purchase of common stock                               (   332)      (   193)
   Issuance of common stock                                    47             -
   Payments on debt                                       (     5)      (     9)
                                                           ------        ------
      Net cash used in financing
        activities                                        (   290)      (   202)
                                                           ------        ------

Net decrease in cash and
   cash equivalents                                       (   992)      ( 2,479)
Cash and cash equivalents at
   beginning of period                                      4,043         8,217
                                                           ------        ------
Cash and cash equivalents at end of
   period                                                  $3,051        $5,738
                                                           ======        ======

Supplemental disclosure of cash flow information:

      Cash paid for:
        Interest                                           $  214        $  133
                                                           ======        ======
        Taxes                                              $    1        $   28
                                                           ======        ======


          See accompanying notes to consolidated financial statements.

                                        5


<PAGE>



                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)

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

     The  accompanying  unaudited  consolidated  financial  statements  of  Kent
Financial  Services,  Inc. and subsidiaries  (the "Company") as of June 30, 2000
and for the three and six month  periods  ended June 30, 2000 and 1999,  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 generally  accepted  accounting  principles 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  year-end  consolidated   financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-KSB for the year ended  December  31, 1999 as filed with the  Securities  and
Exchange Commission.

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

     On May 7, 1999,  T. R.  Winston  Capital,  Inc.,  ("Wincap")  a  previously
consolidated  subsidiary  of the Company,  issued  stock to an  unrelated  third
party,  resulting in a change of control.  The  financial  statements  presented
prior to that date include the accounts of Wincap  which was  consolidated  into
the  Company.  Subsequently,  the Company  accounts  for Wincap using the equity
method to reflect its new ownership percentage.

     The results of  operations  for the three and six month  periods ended June
30, 2000 and 1999 are not  necessarily  indicative of the results to be expected
for the entire year or for any other period.

                                        6


<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 June 30,
2000, Winston had net capital, as defined, of approximately $1.1 million,  which
was approximately $1.0 million 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 June 30, 2000, AVF held 16 equity investments,  of which four
consisted of owning more than 5% of the  investee's  outstanding  capital stock.
AVF owns more than 38% of Cortech,  Inc., a company supervising the exploitation
of its  technology  by third  parties and also  seeking a new  business;  26% of
General Devices,  Inc., a non-operating  company seeking a new business;  16% of
Gish  Biomedical,  Inc.,  a  manufacturer  of  medical  devices;  and 6% of Golf
Rounds.com, Inc., an internet content provider.

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

     Securities owned consist of proprietary  trading  positions held for resale
to customers and portfolio positions held for capital appreciation some 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  positions  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.

                                        7


<PAGE>



     Securities  owned and  securities  sold,  not yet  purchased as of June 30,
2000, 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.(701,200 shares)                $ 5,140         $    -
         Gish Biomedical, Inc.(549,800 shares)          1,100              -
         Golf Rounds.com, Inc.(189,600 shares)            356              -
         General Devices, Inc.(2,535,579 shares)           51              -
   All other portfolio positions                        3,295              -
   Held for resale to customers                           146              1
Mutual funds                                               35              -
                                                      -------         ------
Fair value                                            $10,123         $    1
                                                      =======         ======

     Securities  owned which are not valued at listed  market prices at June 30,
2000 amounted to $6,596,000.

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

     The  components  of income tax expense  for the three and six months  ended
June 30, 2000 and 1999 are as follows:

                                               ($000 Omitted)
                                  Three Months              Six  Months
                                     Ended                     Ended
                                  2000    1999              2000    1999
                                  ----    ----              ----    ----

Federal-Current                  $   -   $   -             $   -   $   -
State-Current                        6       4                 9      18
Deferred                             -       -                 -       -
                                 -----   -----             -----   -----

Total                            $   6   $   4             $   9   $  18
                                 =====   =====             =====   =====












                                        8


<PAGE>



     Total  income tax expense for the three and six months  ended June 30, 2000
and 1999 is different from the amounts  computed by  multiplying  total earnings
before income taxes by the statutory Federal income tax rate of 34%. The reasons
for these differences and the related tax effects are:

                                           ($000 Omitted)      ($000 Omitted)
                                         Three Months Ended   Six Months Ended
                                              June 30,             June 30,
                                         ------------------    ---------------
                                         2000         1999      2000      1999
                                         ----         ----      ----      ----

Income tax expense computed at
   statutory rates on total earnings
     before income taxes                $  -          $ 52      $367      $141
Increase (decrease) in tax from:
   Valuation allowance on net operating
     loss carryforward                     -         (  52)    ( 367)    ( 141)
   State income tax, net of Federal
     benefit                               6             4         9        18
                                        ----          ----      ----      ----

     Total                              $  6          $  4      $  9      $ 18
                                        ====          ====      ====      ====

5.   Contingent liabilities
     ----------------------

     From time to time, in the normal course of business, Winston could be named
as a respondent in various  arbitration  matters.  In January 2000 and May 2000,
Winston settled the two arbitrations which were open at December 31, 1999. These
settlements did not have material adverse effect on the  consolidated  financial
statements of the Company. Currently, there are no pending arbitrations.

6.   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.  For the
six  months  ended  June 30,  2000 the  Company  repurchased  77,504  shares and
returned these shares to the status of authorized and unissued shares.

     Common Stock Options
     --------------------

     During the six months  ended June 30, 2000,  21,000  shares of common stock
were  issued at $2.25 per share due to the  exercise  of options  which had been
granted in 1995. As of the period ended June 30, 2000 all outstanding options at
December 31, 1999 have either been exercised or have expired.

                                        9


<PAGE>



7.   Sale of Investment in T.R. Winston Capital, Inc.
     ------------------------------------------------

     In January 2000, Wincap  stockholders signed a letter of intent with Direct
Capital  Markets.com,  Inc.,  ("DCM") to sell all outstanding shares in exchange
for 75,000  unregistered,  non-marketable  shares  of DCM's Series C Convertible
Preferred Stock ("DCM Shares"). In April 2000, Wincap's stockholders  negotiated
a definitive agreement for the sale. On July 19,2000 regulatory approval for the
sale was obtained and the closing of the sale was completed on July 28, 2000.

     The Company received for its  proportionate  ownership in Wincap 25,000 DCM
Shares and approximately  $52,000 in cash.  Because the Company's  investment in
Wincap approximated the amount of cash received, no significant gain or loss was
recorded upon the sale.  The Company has not assigned a value to the  DSM Shares
due to their non-marketability.

                                        10


<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  original  maturities  of  ninety  days or less) of
approximately  $3.1 million and securities owned of approximately  $10.1 million
at June 30, 2000.  Substantially  all  securities  are owned by AVF.  Securities
carried at fair value of $6,596,000 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 $697,000 in the six months ended June 30,
2000 compared to net cash used in operations  of  approximately  $2.2 million in
the  comparable  period of 1999.  Net cash used in operations for the six months
ended June 30, 2000  decreased from the  comparable  period in 1999  principally
from the increase in net income and the change in securities owned offset by the
change in the receivable for clearing broker and the change in accounts  payable
and accrued  expenses.  Unrealized gains on securities owned are included in the
results of operations but do not generate cash flows from operations.

     Net  cash  used in  investing  activities  decreased  during  2000 due to a
decrease  in the  purchase  of  property  and  equipment  and  the  discontinued
consolidation  of a former  subsidiary  in 1999 as  stated in Note 1 of Notes to
Consolidated Financial Statements.

     Net cash used in financing  activities  of $290,000 and $202,000 in the six
month periods ended June 30, 2000 and 1999,  respectively,  was comprised of the
purchase of Company common stock, which was subsequently  retired,  and payments
on the mortgage loan collateralized by the Company's  headquarters  building. In
the six months ended June 30, 2000 the Company  issued  21,000  shares of common
stock in connection  with the exercise of options from its  non-qualified  stock
option plan for proceeds of $47,000.  The Company believes that its liquidity is
sufficient for future operations.

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

     The Company incurred a net loss of $289,000, or $.16 basic and diluted loss
per share,  for the three months  ended June 30, 2000  compared to net income of
$150,000  or $.08  basic and  diluted  earnings  per share,  for the  comparable
quarter  in 1999.  For the six  months  ended  June 30,  2000,  net  income  was
$1,070,000 or $.57 basic and diluted earnings per share,  compared to net income
of $398,000 or $.20 basic and diluted  earnings  per share,  for the  comparable
period in 1999.

                                       11


<PAGE>



     Total  brokerage  income  (consisting of brokerage  commissions and trading
gains) for the three  months  ended June 30, 2000 was  $735,000,  an increase of
$58,000,  or 8.6%, from $677,000 in the comparable 1999 period.  Total brokerage
income was  $2,836,000  for the six months ended June 30,  2000,  an increase of
$1,391,000  or 96.3% from  $1,445,000  for the six month  period  ended June 30,
1999.  Brokerage expenses  (including all fixed and variable expenses) increased
by $63,000,  or 13.5%,  from  $468,000 in the quarter  ended June 30,  1999,  to
$531,000 for the three months ended June 30, 2000. For the six months ended June
30,  2000,  brokerage  expenses  were  $1,831,000  compared to $984,000  for the
comparable  period in the prior year,  an  increase  of  $847,000 or 86.1%.  Net
brokerage  income of $204,000 for the three months ended June 30, 2000 decreased
from $209,000 for the same period in 1999, a decrease of $5,000 or 2.4%. For the
six month period  ended June 30,  2000,  net  brokerage  income was  $1,005,000,
compared  to $461,000  for the six months  ended June 30,  1999,  an increase of
$544,000 or 118%.

     The increase in total brokerage  income,  total  brokerage  expense and net
brokerage  income for the quarter and six months ended June 30, 2000 compared to
the  comparable  periods of 1999 was due to  increased  activity  by the brokers
employed at T. R. Winston & Company,  Inc.,  which was consistent with increased
activity in the equity markets in general.

     Net investing gains (losses) were ($271,000) and $569,000 for the three and
six months ended June 30, 2000, respectively, compared to net investing gains of
$39,000 and $494,000 for the  comparable  periods in 1999.The net investing loss
for the 3 months  ended June 30,  2000  related to declines in the fair value of
portfolio  positions  in which the Company owns greater than five percent of the
common stock outstanding.  This decline of approximately  $475,000 was offset by
realized gains in other securities of approximately $200,000.

     The majority of the net  investing  gains for the six months ended June 30,
2000  related to an  increase  of  approximately  $300,000  in the fair value of
portfolio  positions  in which the Company owns greater than five percent of the
common stock outstanding. This increase along with increases in the market value
of other  securities  held of  approximately  $65,000 and realized  gains in the
securities held of approximately  $200,000 accounted for the six month investing
gains.

     The fair value of the Company's  investments are and continue to be subject
to a high degree of volatility and may be susceptible to significant fluctuation
in the near term. See Note 3 of Notes to Consolidated Financial Statements.

                                       12


<PAGE>



     Interest,  dividends  and other  income was  $269,000  and $517,000 for the
three and six months ended June 30, 2000, respectively, compared to $613,000 and
$809,000 for the three and six months ended June 30,  1999,  respectively.  This
decrease was a result of an extraordinary  dividend  received by AVF from one of
its portfolio  investments in 1999  partially  offset by an increase in interest
income  earned due to higher  available  interest  rates on the  Company's  cash
equivalents.

     General and  administrative  expenses  were  $370,000  and $638,000 for the
quarters ended June 30, 2000 and 1999,  respectively,  a decrease of $268,000 or
42%. The decrease in general and  administrative  expense for the quarter  ended
June 30, 2000 versus the quarter  ended June 30, 1999 was due  principally  to a
decrease in compensation accruals and various other administrative expenses.

     For the six  month  periods  ended  June 30,  2000 and  1999,  general  and
administrative expenses were $798,000 and $1,215,000 respectively, a decrease of
$417,000 or 34%.  This  decrease for the six months ended June 30, 2000 compared
to the same period in 1999 is also principally due to a decrease in compensation
accruals and various other administrative expenses.

                                       13


<PAGE>



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

Item 1. - Legal Proceedings
------    -----------------

Environmental Matters - Texas American Petrochemicals, Inc. ("TAPI")
--------------------------------------------------------------------

     In January 1988,  pursuant to Section 13 of the Texas Solid Waste  Disposal
Act, the Texas Water Commission, subsequently renamed the Texas Natural Resource
Conservation  Commission  ("TNRCC"),   listed  on  the  Texas  Register  a  site
identified by the TNRCC as the "Texas  American Oil Site" located in Midlothian,
Ellis County, Texas, as a hazardous waste facility.  The site was owned by Texas
American Oil Corporation a former wholly-owned  subsidiary of the Company, prior
to ownership being transferred to TAPI. TAPI has been notified by the TNRCC that
TAPI is a potentially  responsible  party  ("PRP") for the site.  Early in 1990,
TAPI declined a request by the TNRCC to perform a remedial  investigation at the
site and advised the TNRCC that it had no resources. The TNRCC has not issued an
Administrative Order or instituted a formal proceeding.  The TNRCC has published
notice  that it will hold a public  meeting to  discuss  the  proposed  remedial
action on July 31, 2000. Results of the meeting are unknown.

NASD Regulation, Inc. ("NASDR") - T. R. Winston & Company, Inc.
---------------------------------------------------------------

     In July 2000, Winston and two officers were notified that NASDR, District 9
will  recommend  that the NASDR  authorize  a  disciplinary  proceeding  against
Winston for alleged failure to establish,  maintain and enforce adequate written
supervisory procedures regarding trading and market-making,  and against the two
officers for having a superviosr  who was not properly  registered  as an equity
trader. The proposed charges also include alleged failutes to report, accept, or
decline certain trades within specified time periods,  update certain quotes for
limit  orders,  and ot  maintain  records for  certain  principal  transactions.
Winston  and the two  officers  intend to file a breief  with the NASDR  setting
forth reasons that the proposed charges should not be filed. No assurance can be
given that despite the brief to be filed with the NASDR Winston and the officers
will not be charges, or as to the outcome of the matter if charges are filed.

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

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

     (27).      Financial Data Schedule for the six months ended June 30,
                2000.

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

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

                                       14


<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: August 14, 2000                       By: /s/ John W. Galuchie, Jr.
                                                 -------------------------
                                                 John W. Galuchie, Jr.
                                                 Executive Vice President













                                       15