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:  September 30, 2004
                                              ------------------
                                       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 October 31, 2004,  the issuer had  2,851,709  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
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)
                                 ($000 Omitted)

ASSETS
------

Cash and cash equivalents                                            $ 14,230
Securities owned                                                          990
Property and equipment:
  Office furniture and equipment                                           61
  Accumulated depreciation                                          (      57)
                                                                     --------
    Net property and equipment                                              4
                                                                     --------
Other assets                                                              338
                                                                     --------
      Total assets                                                   $ 15,562
                                                                     ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:

Accounts payable and accrued expenses                                $    902
Accrual for previously discontinued operations                            166
                                                                     --------
      Total liabilities                                                 1,068
                                                                     --------
Contingent liabilities

Minority interest in subsidiary                                         5,638
                                                                     --------
Stockholders' equity:

Preferred stock without par value, 500,000
  shares authorized; none outstanding                                       -
Common stock, $.10 par value, 4,000,000
  shares authorized; 2,869,651 shares issued
  and outstanding                                                         287
Additional paid-in capital                                             12,524
Accumulated deficit                                                 (   3,955)
                                                                     --------
      Total stockholders' equity                                        8,856
                                                                     --------
      Total liabilities and stockholders' equity                     $ 15,562
                                                                     ========





     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
                                                        September 30,
                                                   ----------------------
                                                     2004          2003
                                                   --------      --------

Revenues:
  Principal transactions:
    Investing gains (losses)                       ($    54)     $   154
    Trading                                               -           25
  Brokerage commissions and fees                          -           92
  Management fee income                                  12           57
  Equity in loss of T. R. Winston                         -     (     19)
  Interest, dividends and other                          98           42
  Other:
    Gain on sale of property                            845            -
    Gain on sale of T. R. Winston                        71            -
                                                    -------      -------
                                                        972          351
                                                    -------      -------
Expenses:
  General, administrative and other                     208          462
  Brokerage                                               -           79
  Interest                                               10           14
                                                    -------      -------
                                                        218          555
                                                    -------      -------

Income (loss) before income taxes                       754     (    204)
Provision for income taxes                               39            -
                                                    -------      -------
Income (loss) before minority interest                  715     (    204)
Minority interest in subsidiary's losses                 24            -
                                                    -------      -------
Net income (loss)                                   $   739     ($   204)
                                                    =======      =======
Basic and diluted net income (loss)
  per common share                                  $   .26     ($   .06)
                                                    =======      =======
Weighted average number of common
  shares outstanding (in 000's)                       2,887        3,282
                                                    =======      =======






     See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>

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



                                                      Nine Months Ended
                                                        September 30,
                                                    ---------------------
                                                      2004         2003
                                                    --------     --------

Revenues:
  Principal transactions:
    Investing gains (losses)                        ($    37)     $   367
    Trading                                                -          122
  Brokerage commissions and fees                           -        1,869
  Management fee income                                  126          171
  Equity in  earnings (loss) of T. R. Winston            138     (     19)
  Pre-acquisition equity in loss of Cortech         (     83)           -
  Interest, dividends and other                          364          248
  Other:
    Gain on sale of property                             845            -
    Gain on sale of T. R. Winston                         71            -
                                                     -------      -------
                                                       1,424        2,758
                                                     -------      -------
Expenses:
  General, administrative and other                      607        1,404
  Brokerage                                                -        1,164
  Interest                                                37           44
                                                     -------      -------
                                                         644        2,612
                                                     -------      -------

Income before income taxes                               780          146
Provision for income taxes                                56           20
                                                     -------      -------
Income before minority interest                          724          126
Minority interest in subsidiary's losses                  24            -
                                                     -------      -------
Net income                                           $   748      $   126
                                                     =======      =======
Basic and diluted net income
  per common share                                   $   .25      $   .04
                                                     =======      =======
Weighted average number of common
  shares outstanding (in 000's)                        2,943        3,300
                                                     =======      =======





     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 ($000 Omitted)
                                                        Nine Months Ended
                                                           September 30,
                                                      ---------------------
                                                        2004         2003
                                                      --------     --------
Cash flows from operating activities:
  Net income                                          $   748      $   126
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
      Depreciation                                         20           30
      Unrealized gains (losses) on
        securities owned                                   81     (    856)
      Equity in earnings of T. R. Winston            (    138)           -
      Pre-acquisition equity in loss of Cortech            83            -
      Gain on sale of property                       (    845)           -
      Gain on sale of T. R. Winston                  (     71)           -
      Minority interest in subsidiary's losses       (     24)           -
  Change in operating assets and liabilities:
    Change in securities owned                       (    793)       2,624
    Change in accounts payable and
      accrued expenses                                    102     (     34)
    Change in other assets                           (    330)          27
    Other, net                                       (     84)         125
                                                      -------      -------
        Net cash provided by (used in)
         operating activities                        (  1,251)       2,042
                                                      -------      -------

Cash flows from investing activities:
  Net cash acquired through consolidation
   of Cortech                                          10,992            -
  Proceeds from sale of property                        1,811            -
  Proceeds from sale of T. R. Winston                     520            -
  Purchase of property and equipment                 (      4)    (      2)
  Investment in T. R. Winston                        (     53)    (    215)
  Other, net                                                3            -
                                                      -------      -------
        Net cash provided by (used in)
          investing activities                         13,269     (    217)
                                                      -------      -------

Cash flows from financing activities:
  Purchase of common stock                           (    867)    (     69)
  Payments on debt                                   (    658)    (      8)
                                                      -------      -------
        Net cash used in financing activities        (  1,525)    (     77)
                                                      -------      -------

Net  increase in cash and cash equivalents             10,493        1,748
Cash and cash equivalents at beginning of period        3,737          328
                                                      -------      -------
Cash and cash equivalents at end of period            $14,230      $ 2,076
                                                      =======      =======

Supplemental disclosure of cash flow
  information:
    Cash paid for:
      Interest                                        $    37      $    44
                                                      =======      =======
      Taxes                                           $    11      $     2
                                                      =======      =======

    Non-cash put option liability                    ($   390)     $   390
                                                      =======      =======

     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>

                 KENT FINANCIAL SERVICES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

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

     The  accompanying  unaudited  consolidated  financial  statements  of  Kent
Financial  Services,  Inc. and subsidiaries  (the "Company") as of September 30,
2004 and for the three and nine month periods ended September 30, 2004 and 2003,
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 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, 2003 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.

     Prior years' financial  statements have been reclassified to conform to the
current year's presentation.

     The  results  of  operations  for the three and nine  month  periods  ended
September 30, 2004 and 2003 are not necessarily  indicative of the results to be
expected for the entire year or for any other period.

2.   Business
     --------

     Until July 31,  2003,  the  Company  owned T. R.  Winston &  Company,  Inc.
("Winston,  Inc."),  a  licensed  securities  broker-dealer  and a  wholly-owned
subsidiary.  Effective July 31, 2003,  the Company sold 60% of Winston,  Inc. to
two  executives of Winston,  Inc. (the  "Agreement").  Immediately  prior to the
sale,  Winston,  Inc.  paid  cash to Kent  reducing  Winston,  Inc's.  equity to
$500,000 and subsequently  Winston, Inc. was reorganized to form T. R. Winston &
Company,  LLC  ("Winston").  The Company  then  recorded its 40%  investment  in
Winston  at  $200,000.  Subsequent  to   the  Agreement,  the   Company  had  no

                                       6

<PAGE>

management  responsibility  for Winston but was  entitled to a 40%  distributive
share of Winston's  profits as defined by the Agreement,  and was accounting for
its investment in Winston by the equity  method.  During the first six months of
2004,  $138,000 was recorded as income related to the Company's  equity interest
in Winston.  In August 2004, the Company sold its remaining  interest in Winston
for net  proceeds  of  $520,000.  The Company  recorded a gain of  approximately
$71,000 in connection  with the sale. A copy of the agreement in connection with
the sale of the Company's  remaining interest in Winston was filed as an exhibit
to the Company's Form 10-QSB for the period of June 30, 2004.

     The Company also invests through its wholly-owned  subsidiary,  Asset Value
Fund Limited  Partnership  ("AVF").  AVF principally selects investments using a
value based  approach.  At  September  30,  2004,  AVF owned more than 5% of the
following securities:

                                                                    Percentage
Security                     Description of Business                Ownership
--------                     -----------------------                ---------

Cortech, Inc.                Manages its technology portfolio         50.06%
                             and is seeking an acquisition of
                             an operating business

General Devices, Inc.        Seeks to acquire an operating               37%
                             business

Dewey Electronics Corp       Manufactures electronic and                 10%
                             eletromechanical devices for
                             the military

GolfRounds.com, Inc.         Seeks to acquire an operating                5%
                             business

     Cortech is consolidated in the financial statements of AVF and the Company.
(For more information, see Note 3.)

3.   Acquisition of Cortech, Inc., by AVF
     ------------------------------------

     In the second quarter of 2004, AVF's ownership percentage of Cortech, Inc.,
increased  to  50.06%.  Prior  to that  date,  AVF had been  accounting  for its
investment in Cortech based upon its fair value as determined by the  management
of AVF. (See Note 4 of Notes to the Consolidated  Financial  Statements for more
information on fair value).  This fair value ordinarily was AVF's  proportionate
ownership of Cortech's equity.  Since AVF's ownership  exceeded 50%, Cortech has
been  consolidated in the  accompanying  financial  statements.  (See Note 5 for
proforma financial information.)



                                       7

<PAGE>

4.   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
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.

     Securities owned as of September 30, 2004, consist of the following ($000's
Omitted):

                                                                 Owned
                                                                 -----
Marketable equity securities:
  Portfolio positions of greater than 5% of
    outstanding common stock:
        Dewey Electronics Corporation (135,000 shares)           $ 459
        General Devices, Inc.(866,558 shares)                      139
        Golf Rounds.com, Inc.(189,600 shares)                      110
  All other portfolio positions                                    282
                                                                 -----
        Fair value                                               $ 990
                                                                 =====

     Securities  owned which are not valued at listed market prices at September
30, 2004 amounted to $249,000.

5.   Proforma Consolidated Condensed Financial Information
     -----------------------------------------------------

     This proforma  consolidated  condensed financial  information  reflects the
operations  of  Kent  Financial  Services,  Inc.,  and  subsidiaries  as if  the
acquisition of Cortech, Inc., had taken place on January 1, 2004.

                 Kent Financial Services, Inc. and Subsidiaries
                         Proforma Consolidated Condensed
                              Financial Information
                            For the Nine Months Ended
                               September 30, 2004

Revenues                                            $ 1,564
Income before income taxes                          $   788
Net income                                          $   732
Net income per share                                $   .25

                                       8

<PAGE>

6.   Income taxes
     ------------

     The  components  of income tax expense for the three and nine months  ended
September 30, 2004 and 2003 are as follows ($000 Omitted):

                                  Three Months                Nine Months
                              Ended September 30,          Ended September 30,
                              -------------------          -------------------
                              2004           2003          2004           2003
                              ----           ----          ----           ----

Federal-Current               $  -           $  -          $  -           $  -
State-Current                   39              -            56             20
Deferred                         -              -             -              -
                              ----           ----          ----           ----

Total                         $ 39           $  -          $ 56           $ 20
                              ====           ====          ====           ====


     Total income tax expense for the three and nine months ended  September 30,
2004 and 2003 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):

                                        Three Months            Nine Months
                                     Ended September 30,    Ended September 30,
                                     -------------------    -------------------
                                       2004       2003        2004       2003
                                     --------   --------    --------   --------
Income tax expense (benefit)
  computed at statutory rates on
  total earnings before income taxes   $ 256     ($  69)     $ 265      $  50
Increase (decrease) in tax from:
  Valuation allowance on net
    operating loss carryforward       (  256)        69     (  265)    (   50)
  State income tax, net of Federal
    benefit                               39          -         56         20
                                       -----      -----      -----      -----

      Total                            $  39      $   -      $  56      $  20
                                       =====      =====      =====      =====


7.   Capital Stock Activity
     ----------------------

     On April 16, 2004 the Board of Directors approved a two for one stock split
in the form of a 100% stock  dividend.  The record  date was April 30,  2004 and
distribution  date  was May 3,  2004.  Accordingly,  all  share  and  per  share
information has been restated.

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

     In January 2004, the Board of Directors approved a plan to repurchase up to
500,000 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  ("2004
Plan").  In April  2004,  the Board of  Directors  reduced  the number of shares
available  for  repurchase  under  the  2004  Plan  to  200,000  shares.  As  of

                                       9

<PAGE>

September  30,  2004,  all  shares  under the 2004  Plan have been  repurchased,
canceled and returned to the status of authorized but unissued shares.

     In August 2004, the Board of Directors  approved a plan to repurchase up to
an  additional  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. As
of September  30,  2004,  24,723  shares under this plan have been  repurchased,
canceled and returned to the status of authorized but unissued shares.

8.   Net Income (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.  Since there are no dilutive  potential
common shares, basic and diluted loss per share are the same.

9.   Related Party Transactions
     --------------------------

     A management fee of $4,000 per month is paid to the Company by an affiliate
for  management  services  performed by the Company on behalf of the  affiliate.
These services include corporate governance, financial management and accounting
services.

10.  Investment Company Act of 1940
     ------------------------------

     As a result of the Company's  sale of 100% of its holdings of Winston,  the
Company  believes  that a large  portion of its  remaining  assets may have been
classified as "investment  securities" as such term is defined in the Investment
Company Act of 1940,  as amended  (the "1940 Act").  If the Company,  therefore,
were deemed to be an investment company under the 1940 Act, it would be required
to register as an investment company with the Securities and Exchange Commission
and would become subject to the regulatory  duties and  restrictions of the 1940
Act, including, but not limited to, restrictions on:

         o  operating methods;
         o  management structure;
         o  capital structure and debt issuance;
         o  issuance of dividends; and
         o  transactions with affiliates

     These  restrictions  would require the Company to significantly  change the
manner in which it conducts its operations  and require it to incur  significant
expenses  for which it has not  provided.  This would  have a  material  adverse
effect on the Company's results of operations.

                                       10

<PAGE>

     Furthermore,  if the Company were deemed to be an  unregistered  investment
company,  it would be  subject to  substantial  restrictions  on its  ability to
conduct its present  business  activities  unless it became  registered with the
Securities  and  Exchange  Commission.  These  restrictions  would  also  have a
material adverse effect on the Company's results of operations.

     The Company intends to engage primarily in a business other than that of an
investment  company and,  unless an exclusion  from the definition of investment
company under the 1940 Act is available to it, the Company intends on taking all
action  necessary to prevent it from being deemed an investment  company  within
the time  permitted by the 1940 Act. This may include  reducing the value of the
"investment  securities"  that the Company  holds as a  percentage  of its total
assets and any other  actions  that the Company  deems to be  appropriate.  This
reduction  could  be  achieved  in a  number  of  ways,  including  through  the
disposition of "investment  securities"  and the  acquisition of  non-investment
security assets.  If the Company is required to sell "investment  securities" it
may be forced to sell them sooner than it otherwise would and these dispositions
may be made  under  unfavorable  market  conditions  resulting  in losses to the
Company.

     Currently, the Company believes that its 50.06% ownership in Cortech is its
primary  business,  and that it will not be deemed to be an  investment  company
under the 1940 Act.

11.  Sale of Property
     ----------------

     In August 2004, the Company sold its building in Bedminster, New Jersey for
$1,950,000, recording a pre-tax gain on sale of approximately $845,000.

12.  Other Investments
     -----------------

     In August  2004,  the Company  formed a new  subsidiary,  Kent  Educational
Services,  Inc., ("KES"),  initially funded with $300,000. KES has purchased for
$300,000, a 60% controlling interest in The Academy for Teaching and Leadership,
Inc.,  ("The  Academy") a new company  formed to offer  educators  high  quality
programs designed to dramatically improve themselves,  their students, and their
schools.  The Academy is headed by Dr. Saul Cooperman,  a former Commissioner of
Education  in the State of New Jersey  during  the  administration  of  Governor
Thomas H. Kean.  The  Company's  interest in The Academy is recorded as an other
asset in the accompanying financial statements.








                                       11

<PAGE>

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

Acquisition of Cortech, Inc. by Asset Value Fund Limited Partnership (AVF)
--------------------------------------------------------------------------

     As of June 30, 2004, AVF's ownership percentage of Cortech,  Inc. increased
to 50.06%.  Prior to that date,  AVF had been  accounting  for its investment in
Cortech based upon its fair value as  determined by the  management of AVF. (See
Note 4 of Notes to the Consolidated Financial Statements for more information on
fair value).  This fair value  ordinarily was AVF's  proportionate  ownership of
Cortech's equity.  Since AVF's ownership now exceeds 50%, Cortech is part of the
consolidated  results of AVF and included in the consolidated results of AVF and
the Company.

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  $14.2 million and securities owned of  approximately  $990,000 at
September 30, 2004.  Substantially  all securities are owned by AVF.  Securities
carried at fair value of $249,000 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.  The Company believes that
its liquidity is sufficient for future operations for the next twelve months.

     Net cash used in operations was approximately $1,251,000 in the nine months
ended  September  30,  2004  compared  to net cash  provided  by  operations  of
approximately $2 million in the comparable period of 2003. Changes in securities
owned,  principally due to the  reclassification of the Company's  investment in
Cortech to a  consolidated  subsidiary  is the primary  reason for the change in
cash provided by operations.

     Net cash provided by investing  activities was approximately  $13.3 million
for the nine  months  ended  September  30,  2004,  compared to net cash used of
approximately  $217,000  in the  same  period  of  2003.  In  2004,  net cash of
approximately  $11 million was acquired through the consolidation of Cortech and
approximately  $2.3  million  was  received in  connection  with the sale of the
Company's  building  in  Bedminster,  New Jersey  and the sale of the  Company's
investment in T. R. Winston.

     Net cash used in financing activities of $1,525,000 and $77,000 in the nine
month periods ended September 30, 2004 and 2003, respectively,  was comprised of
the  purchase of Company  common  stock,  which was  subsequently  retired,  and
payment  of the  mortgage  loan  collateralized  by the  Company's  headquarters
building which was sold in the third quarter of 2004.


                                       12

<PAGE>

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

     The  Company  recorded  net income of  $739,000,  or $.26 basic and diluted
income per share,  for the three months ended  September  30, 2004 compared to a
net  loss of  $204,000  or $.06  basic  and  diluted  loss  per  share,  for the
comparable  quarter in 2003.  For the nine months ended  September 30, 2004, the
net income was $748,000 or $.25 basic and diluted income per share,  compared to
net income of  $126,000  or $.04  basic and  diluted  income per share,  for the
comparable  period in 2003.  Per share  earnings have been adjusted to reflect a
100% stock dividend which was effected in April 2004.

     Net investing losses were $54,000 and $37,000 for the three and nine months
ended  September  30, 2004,  respectively,  compared to net  investing  gains of
$154,000 and $367,000 for the  comparable  periods in 2003.  These net investing
gains and  losses  are the  result of  changes  in the fair  value of  portfolio
positions.

     Total  brokerage  income  (consisting  of brokerage  commissions,  fees and
trading  gains)  for the three and nine  months  ended  September  30,  2003 was
$117,000,  and 1,991,000  respectively.  Brokerage expenses (including all fixed
and variable  expenses)  for the three and nine months ended  September 30, 2003
were $79,000 and $1,164,000.  There was no brokerage income or expenses recorded
in 2004 due to the sale of 60% of  Winston  effective  July  2003.  The  Company
accounted for its remaining 40% investment in Winston by the equity method until
it sold its  remaining  interest in August  2004.  Equity in its  investment  in
Winston of  $138,000  was  recorded  in 2004 prior to the sale,  and the Company
recorded a gain of $71,000 in connection with the sale of its remaining interest
in Winston.

     A management fee of $4,000 per month is paid to the Company by an affiliate
for  management  services  performed by the Company on behalf of the  affiliate.
These services include corporate governance, financial management and accounting
services. Prior to the consolidation of Cortech in the financial statements, the
Company recorded an additional $15,000 per month in management fee income.

     Equity in the losses of Cortech of  $83,000  were  recorded  for the period
prior to the  acquisition  of Cortech  and its  consolidation  in the  financial
statements of the Company.

     In August 2004, the Company sold its  headquarters  building in Bedminster,
New Jersey for $1,950,000 recording a pretax gain of approximately $845,000. The
Company is currently leasing its required office space.





                                       13

<PAGE>

     Interest,  dividends  and other  income was  $98,000 in the  quarter  ended
September 30, 2004 compared to $42,000 in the quarter ended  September 30, 2003,
an increase of $56,000.  Interest  income earned in Cortech of $39,000  combined
with a  consulting  fee of $15,000  earned in the third  quarter of 2004 are the
primary reasons for the increase.

     For the nine months ended September 30, 2004, interest, dividends and other
income was $364,000 compared to $248,000 in the same period of 2003, an increase
of $116,000.  The increase in the nine months ended  September  30, 2004 was due
primarily to a fee for services  received from a  non-affiliated  company in the
first  quarter of 2004  combined  with the  interest  earned at Cortech  and the
consulting  fees earned in the third quarter of 2004.  These fees were offset by
other income of $100,000  recorded in the nine months ended  September  30, 2003
that was related to T. R. Winston and did not recur in 2004.

     General and  administrative  expenses  were  $208,000  and $462,000 for the
quarters  ended  September  30,  2004 and  2003,  respectively,  a  decrease  of
$254,000.  For the nine month periods ended September 30, 2004 and 2003, general
and  administrative  expenses  were  $607,000  and  $1,404,000  respectively,  a
decrease of $797,000.  These  decreases are due  principally to the reduction of
expenses due to the sale of Winston in July 2003.

     Minority  interest in subsidiary's  losses of $24,000,  relating to Cortech
was recorded in the three and nine months ended September 30, 2004.

Item 3.  -  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).  Based upon and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls over  financial  reporting (as defined in Rule  13a-15(f) and
15d-15(f)  under the  Securities  Exchange Act of 1934) during the quarter ended
September 30, 2004 that have  materially  affected or are  reasonably  likely to
materially  affect the  company's  internal  controls over  financial  reporting
evaluation.





                                       14

<PAGE>

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

Item 2.  -  Changes in Securities
-------     ---------------------

            SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES (1)
                 (COMMON STOCK-JANUARY 2004 REPURCHASE PLAN) (2)

<TABLE>
<S>                <C>         <C>                  <C>            <C>

                                                      (c) Total
                                                       Number of     (d) Maximum
                                                        Shares         Number of
                                                     Purchased as   Shares that May
                   (a) Total                           Part of           Yet Be
                   Number of          (b)              Publicly      Purchased Under
                    Shares     Average Price Paid   Announced Plans    the Plans or
    Period         Purchased       per Share          or Programs      Programs (2)

July 1, 2004 -
July 31, 2004         22,481              $ 2.19           22,481                -

August 1, 2004 -           -                   -                -                -
August 30, 2004

September 1, 2004 -        -                   -                -                -
September 30, 2004

Total                 22,481              $ 2.19           22,481                -

</TABLE>

              SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                 (COMMON STOCK-AUGUST 2004 REPURCHASE PLAN) (3)

<TABLE>
<S>                <C>         <C>                  <C>            <C>

                                                      (c) Total
                                                       Number of     (d) Maximum
                                                        Shares         Number of
                                                     Purchased as   Shares that May
                   (a) Total                           Part of           Yet Be
                   Number of          (b)              Publicly      Purchased Under
                    Shares     Average Price Paid   Announced Plans    the Plans or
    Period         Purchased       per Share          or Programs      Programs (2)

July 1, 2004 -
July 31, 2004          3,398              $ 2.04            3,398           196,602

August 1, 2004 -      13,453                2.10           13,453           183,149
August 30, 2004

September 1, 2004 -    7,872                2.07            7,872           175,277
September 30, 2004


Total                 24,723              $ 2.08           24,723           175,277

</TABLE>



                                       15

<PAGE>

(1)  All  share  information  adjusted  for a  100%  stock  dividend  which  was
     effective April 30, 2004.
(2)  In January 2004, the Board of Directors approved a plan to repurchase up to
     500,000 shares of the Company's  common stock.  In April 2004 the number of
     shares was reduced to 200,000. This plan has no expiration date.
(3)  In August 2004, the Board of Directors  approved a plan to repurchase up to
     200,000 shares of the Company's  common stock.  This plan has no expiration
     date.































                                       16

<PAGE>

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

Item 4.  -  Submission of Matters to a Vote of Security Holders
-------     ---------------------------------------------------

     The Company held its Annual  Meeting of  Stockholders  on November 8, 2004.
Management's  nominees,  Messrs. Paul O. Koether, Casey K. Tjang, and M. Michael
Witte, were elected to the Board of Directors

     The following is a tabulation for all nominees:

                                      For                  Withheld
                                   ---------               --------

     Paul O. Koether                1,594,758                  -
     Casey K. Tjang                 1,594,758                  -
     M. Michael Witte               1,594,758                  -

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

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

            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

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

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

















                                       17

<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: November 11, 2004             By: /s/ Sue Ann Merrill
                                         --------------------------------------
                                         Sue Ann Merrill
                                         Chief Financial Officer
                                          and Secretary






































                                       18

<PAGE>
                                                                    EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Paul O. Koether, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

November 11, 2004                               /s/ PAUL O. KOETHER
                                                -------------------------------
                                                Paul O. Koether
                                                Chairman and President

<PAGE>

                                                                    EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Sue Ann Merrill, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Kent  Financial
     Services, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

November 11, 2004                               /s/ SUE ANN MERRILL
                                                --------------------------------
                                                Sue Ann Merrill
                                                Chief Financial Officer
                                                 and Secretary

<PAGE>

                                                                      Exhibit 32

 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
                      906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection  Act of 2002 (18 U.S.C.  1350,  as  adopted),  Paul O.  Koether,  the
Chairman and President of Kent Financial  Services,  Inc., (the "Company"),  and
Sue Ann Merrill,  the Chief Financial  Officer and Secretary of the Company each
hereby certifies that, to the best of their knowledge:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
          September 30, 2004, to which this Certification is attached as Exhibit
          32 (the "Periodic  Report"),  fully complies with the  requirements of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

     and

     2.   The information  contained in the Periodic Report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the Company.


Dated:   November 11, 2004


/s/ Paul O. Koether
------------------------------
Paul O. Koether
Chairman and President



/s/ Sue Ann Merrill
------------------------------
Sue Ann Merrill
Chief Financial Officer and Secretary