10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: June 30, 2011
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ___________.

Commission File No.: 0-20726

Kent International Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	20-4888864
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

7501 Tillman Hill Road, Colleyville, Texas 76034

(Address of principal executive offices)

(682) 738-8011

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X       No _____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes   X       No _____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer ___   Accelerated filer ___   Non-accelerated filer ___   Smaller reporting company   X    

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

Yes ___   No    X              

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:  As of July 15, 2011, the issuer had 3,555,488 shares of its common stock, par value $.002 per share, outstanding.

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

For The Quarterly Period Ended June 30, 2011

Table of Contents

	Page
	Number
PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	3
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2011 and 2010	4
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2011 and 2010	5
Notes to Consolidated Financial Statements	6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosure About Market Risk	14
Item 4.  Controls and Procedures	14
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings	15
Item 1a.  Risk Factors	15
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.  Defaults Upon Senior Securities	15
Item 4.  Reserved	15
Item 5.  Other Information	15
Item 6.  Exhibits	16
Signatures	17

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PART I.               FINANCIAL INFORMATION

ITEM 1.                Financial Statements

KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2011 (Unaudited)			December 31, 2010
ASSETS
Cash and cash equivalents	$	4,776,537		$	9,555,369
Accounts receivable		62,924
Prepaid expenses and other current assets		9,292			10,618
Mortgage loan receivable		321,290
Real estate assets:
Land		1,280,000
Building and improvements (net of accumulated depreciation of
$36,538 and $0)		1,623,141
Intangible assets (net of accumulated amortization of $76,372 and $0)		2,078,124
Other assets		5,500			5,500
Total assets	$	10,156,808		$	9,571,487
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	99,508		$	26,217
Below market lease value acquired (net of accumulated
amortization of $17,725 and $0)		751,450
Total liabilities		850,958			26,217
Stockholders' equity:
Preferred stock, $.002 par value;
2,000,000 shares authorized;
none outstanding		-			-
Common stock, $.002 par value;
10,000,000 shares authorized;
3,555,488 shares issued and outstanding		7,111			7,111
Additional paid-in capital		99,375,619			99,371,226
Accumulated deficit		(90,076,880	)		(89,833,067	)
Total stockholders' equity		9,305,850			9,545,270
Total liabilities and stockholders' equity	$	10,156,808		$	9,571,487

See accompanying notes to consolidated financial statements.

 

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KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 (UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Revenues:
Rental income	$	202,586					$	224,150
Tenant reimbursement		2,157						2,646
Interest on mortgage loan		5,890						5,890
Other income		500						620		$	625
Total revenues		211,133			-			233,306			625
Expenses:
Operating and maintenance expenses		63,684						67,294
Property taxes and insurance		18,917						20,837
General and administrative expenses		148,707		$	87,265			279,496			193,955
Depreciation and amortization		101,731						112,910
Total expenses		333,039			87,265			480,537			193,955
Loss before other income (expense)		(121,906	)		(87,265	)		(247,231	)		(193,330	)
Other income (expense)
Interest revenue		696			2,620			3,617			3,450
Loss before income taxes		(121,210	)		(84,645	)		(243,614	)		(189,880	)
Provision for income taxes		199			319			199			1,089
Net loss	$	(121,409	)	$	(84,964	)	$	(243,813	)	$	(190,969	)
Basic net loss per common share	$	(0.03	)	$	(0.02	)	$	(0.07	)	$	(0.05	)
Basic weighted average number of common
Common shares outstanding		3,555,488			3,555,488			3,555,488			3,555,488

See accompanying notes to consolidated financial statements.

 

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KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (UNAUDITED)

	Six Months Ended
	June 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(243,813	)	$	(190,969	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock-based compensation expense		4,393			4,393
Depreciation and amortization		112,910
Amortization of below market rate lease		(17,725	)
Changes in operating assets and liabilities:
Accounts receivable		(62,924	)
Prepaid expenses and other current assets		1,326			(7,130	)
Accounts payable and accrued expenses		73,291			(7,935	)
Net cash used in operating activities		(132,542	)		(201,641	)
Cash flows from investing activities:
Acquisition of land, buildings and improvements including intangible
assets, and net of below market leases acquired		(4,325,000	)
Mortgage loan made		(321,290	)
Net cash used in investing activities		(4,646,290	)		-
Net decrease in cash and cash equivalents		(4,778,832	)		(201,641	)
Cash and cash equivalents at beginning of period		9,555,369			9,924,385
Cash and cash equivalents at end of period	$	4,776,537		$	9,722,744
Supplemental disclosure of cash flow information:
Cash paid for:
Taxes	$	199		$	1,089

See accompanying notes to consolidated financial statements.

 

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KENT INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

(Unaudited)

NOTE 1 - Basis of Presentation

The accompanying unaudited financial statements of Kent International Holdings, Inc. and its subsidiaries (“Kent International” or the “Company”) reflect all material adjustments consisting of only normal recurring adjustments that, 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission.

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

The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the entire year or for any other period.

NOTE 2 - Principles of Consolidation

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

NOTE 3 - Business

Kent International is operating as a full service real estate corporation that owns and operates an income producing property.  We will look to opportunistically acquire additional properties, primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market.  Alternatively, management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.

The Company’s general investment strategy shall be to make investments in real properties that offer attractive current yields with, in some cases, potential for capital appreciation.  We may buy these properties directly, through joint ventures, or as general partner in limited partnerships utilizing funds raised from accredited investors.

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In 2009 the Company’s subsidiary, Kent Capital, Inc., registered with the Financial Industry Regulatory Authority (FINRA), as a securities broker-dealer.  Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China.

NOTE 4 – Summary of Significant Accounting Policies

Acquisitions

Upon acquisition of wholly-owned properties or joint venture investments that are less than wholly-owned, but which we control or for which we are the primary beneficiary, the assets and liabilities purchased are recorded at their fair market value at the date of the acquisition using the acquisition method in accordance with FASB ASC Topic 805 Business Combinations.  We recognize the net tangible and identified intangible assets based on fair values (including land, buildings, tenant improvements, acquired above and below market leases and the origination cost of acquired in-place leases) and acquired liabilities. The intangible assets recorded are amortized over the weighted average lease lives. We identify any above or below market leases or customer relationship intangibles that exist at the acquisition date. We recognize mortgages and other liabilities at fair market value at the date of the acquisition. We utilize an independent appraiser to assess fair value based on estimated cash flow projections for the tangible assets acquired that utilize discount and capitalization rates deemed appropriate and available market information. We expense acquisition costs as incurred.

Mortgages Loan Receivable

The fair value of the Company’s Mortgage loan receivable is governed by FASB ASC Topic 820, Fair Value Measurements and Disclosures. As the loan is short term and the value of the underlying asset is believed to exceed the value of the loan, the loan is reported at cost.

Revenue Recognition

Rental income is recognized when earned.  As our lease with the General Services Administration provides for the payment of monthly rental in arrears, a receivable is recorded at the end of each month for the previous month’s rent.  Any above or below market leases acquired are amortized over the lease lives and recorded as an increase or decrease to rental revenue.

Interest on mortgage loans income is accrued and recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectible.

Repairs and Maintenance

Repairs and maintenance costs are expensed as incurred while significant improvements, renovations and replacements are capitalized.

Property and Depreciation

Land, buildings and amenities are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally 5-30 years for land improvements, 7-30 years for buildings and improvements and 5-30 years for amenities.  Tenant improvements are generally depreciated over the life of the initial or renewal term of the respective tenant lease.

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FASB ASC Topic 360 Property, Plant and Equipment specifies circumstances in which certain long-lived assets must be reviewed for impairment.  If the carrying amount of an asset exceeds the sum of its expected future cash flows, the asset’s carrying value must be written down to fair value.  In determining the value of an investment property and whether the investment property is impaired, management considers several factors such as projected rental and vacancy rates, property operating expenses, capital expenditures and interest rates.  The capitalization rate used to determine property valuation is based on the market in which the investment property is located, length of leases, tenant financial strength, the economy in general, demographics, environment, property location, visibility, age and physical condition among others.  All of these factors are considered by management in determining the value of any particular investment property.  The value of any particular investment property is sensitive to the actual results of any of these factors, either individually or taken as a whole. If the actual results differ from management’s judgment, the valuation could be negatively or positively affected.

Stock Based Compensation Expense

The Company records compensation cost relating to share-based payment transactions in the financial statements.  The compensation cost is measured based on the fair value of the equity or liability instruments issued.

NOTE 5 – Reclassifications in the Preparation of Financial Statements

Certain reclassifications have been made to the prior period financial statements to conform with June 30, 2011 classifications.  These reclassifications did not have any impact on the related financial statement line items and had no effect on previously reported operating results.

NOTE 6 – Mortgage Loans Receivable

On April 25, 2011 the Company provided a $321,790 first mortgage loan to a private real estate developer for the purchase of a foreclosed residential property in Southlake, Texas.  The real estate note is for a maximum term of twenty-six (26) months and is structured as an interest only, participating mortgage.  The stated interest rate is ten percent (10%) for the first fourteen (14) months and twelve percent (12%) for the final twelve (12) months of the term.  The Company is also entitled to 20% of any profits realized from the sale of the property.

NOTE 7 – Real Estate and Related Assets

Net property, plant and equipment together with real estate related intangible assets and liabilities as of June 30, 2011 consisted of:

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	Cost			Useful Life		Accumulated Depreciation / Amortization			Net Book Value
Land	$	1,280,000							$	1,280,000
Buildings		1,130,292			20	$	15,628			1,114,664
Improvements		529,387			7		20,910			508,477
Subtotal Property Plant and Equipment		2,939,679					36,538			2,903,141
Real Estate Related Intangible Assets:
Leases in place value		1,624,052			7		64,149			1,559,903
Unamortized tenant improvement allowances		530,444			12		12,223			518,221
		2,154,496					76,372			2,078,124
	$	5,094,175				$	112,910		$	4,981,265
Below market lease value acquired	$	(769,175	)		12	$	(17,725	)	$	(751,450	)

Depreciation and amortization expense was $101,731 for the quarter ended June 30, 2011.  $15,970 in capitalized below market rents were amortized as an increase to rental income during the quarter ended June 30, 2011.

The property at 4211 Cedar Springs Road in Dallas is 100% leased to the General Services Administration (GSA) of the United States pursuant to a lease dated January 9, 2006.  The initial term of the GSA lease runs from January 18, 2008 until January 18, 2018 with an optional five year renewal period from January 2018 to January 2023.  The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances.  The base rent during the renewal term is $623,365. Although the Company is responsible for property operating expenses, the lease includes a provision for reimbursement of certain operating expenses that exceed a baseline.  This base is subject to annual adjustment based on the Cost of Living Index (COLI).

NOTE 8 - Related Party Transactions

A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services.  These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations.  This arrangement may be terminated at will by either party.  Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at June 30, 2011.  Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for approximately 50.62% of Kent’s outstanding common stock.  Bryan P. Healey, Chief Financial Officer and Director of the Company is also the President and Chief Financial Officer and a Director of Kent as well as the son-in-law of Paul O. Koether.

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NOTE 9 - Common Stock

In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  This program has no expiration date.  No shares were repurchased during the quarters ended June 30, 2011 and 2010.  At June 30, 2011, there were 121,068 shares remaining authorized for repurchase under the program.  All shares repurchased were returned to the status of authorized but unissued shares.

NOTE 10 - Basic and Diluted Net Loss Per Share

Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding.  Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options.

We have excluded 60,000 and 140,000 Common Stock options from the calculation of diluted loss per share for the quarters ended June 30, 2011 and 2010, respectively, which, if included, would have an antidilutive effect.

NOTE 11 - Stock Options Plans

Kent International has issued certain common stock options to its employees, directors and consultants.  At June 30, 2011 and December 31, 2010, Kent International had 100,000 common stock options outstanding, and none were issued during the three months ended June 30, 2011.

NOTE 12 – Net Operating Loss Carryforwards

As of December 31, 2010, Kent International had approximately $26.5 million of net operating loss carryforwards (“NOL”) for income tax purposes.  In addition, Kent International has approximately $290 thousand of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax.  The NOLs and tax credit carryforwards expire in various years from 2011 through 2030.  Kent International’s use of operating loss carryforwards and tax credit carryforwards is subject to limitations imposed by the Internal Revenue Code.  Management believes that the deferred tax assets as of June 30, 2011 do not satisfy realization criteria and has recorded a valuation allowance for the entire net tax asset.  By recording a valuation allowance for the entire amount of future tax benefits, the Company has not recognized a deferred tax benefit for income taxes in its statements of operations.

NOTE 13 – Subsequent Events

Subsequent events were evaluated through the date the financial statements were issued.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as well as the Company’s financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.  Statements in this report relating to future plans, projections, events or conditions are forward-looking statements.  Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those described.  The Company expressly disclaims any obligation or undertaking to update these statements in the future.

Business Activities

Commencing with the purchase of the land and improvements located at 4211 Cedar Springs Road in Dallas, Texas (the “Property”), Kent International began operating as a full service real estate corporation that owns and operates income producing properties.  We will look to opportunistically acquire additional properties, primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market.  We will compete for these opportunities with small private real estate companies and investors.  Alternatively, management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.

The Company’s general investment strategy shall be to make investments in real properties that offer attractive current yields with, in some cases, potential for capital appreciation.  We may buy these properties directly, through joint ventures, or as general partner in limited partnerships utilizing funds raised from accredited investors.

We believe that the current economic climate together with a restriction in credit available to would be purchasers of real estate will enable Kent International to acquire properties at favorable prices by funding the purchases with cash on hand.  We would then attempt to obtain a mortgage loan on said properties after closing thereby replenishing our cash on hand.  We are currently reviewing opportunities to  obtain a commercial mortgage loan meant to refinance our purchase of 4211 Cedar Springs; however, we have not yet made a formal application for a mortgage and are uncertain whether any mortgage will be approved or what terms may be offered.

Additionally, the Company’s wholly owned subsidiary, Kent Capital, Inc. (“Kent Capital”), is a securities broker-dealer.  Kent Capital’s membership agreement with the Financial Industry Regulatory Authority (FINRA) allows it to operate under three business lines; Private Placements, Real Estate Syndication and Trading Securities for Our Own Account.  Kent Capital has not yet generated any revenue.  The Company plans to operate the broker dealer in conjunction with our real estate operations.

Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China.  Membership to the site is free, thus, any potential revenues will be derived from advertisements placed on the site by third parties.  The site provides users with access to other users’ personal profiles and enables the user to send messages to other registered users of similar interests in order to develop lasting friendships or simply attain a pen pal.  ChinaUSPals.com also features user generated discussion forums and blogs as well as user submitted videos and pictures.

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Kent International faces the risk that our website will not be viewable in China or will be deliberately blocked by the government of the People’s Republic of China.  Internet usage and content are heavily regulated in China and compliance with these laws and regulations may cause us to change or limit our business practices in a manner adverse to our business.  Membership growth dramatically declined at the end of 2009 and remained relatively flat in 2010.  Accordingly, the Company is reviewing strategic options available to ChinaUSPals.com including selling the site or shutting down the site’s operations.  The Company has ceased all paid advertising for the site in order to minimize operational costs.

Results of Operations

Kent International had a net loss of $121,409, or $.03 basic and fully diluted loss per share, for the quarter ended June 30, 2011, compared to a net loss of $84,964, or $0.02 basic and fully diluted loss per share, for the quarter ended June 30, 2010.  For the six months ended June 30, 2011 the Company had a net loss of $243,813, or $.07 basic and fully diluted loss per share, compared to a net loss of $190,969, or $0.05 basic and fully diluted loss per share, for the six months ended June 30, 2010.  The increases in the net losses were caused primarily by due diligence and closing costs related to the acquisition of the Property on March 22, 2011 together with due diligence, legal and consulting fees incurred while exploring other potential transactions.

Property Revenues

The Property located at 4211 Cedar Springs Road generated $202,586 in rental income and $2,157 in expense reimbursements during the three months ended June 30, 2011, all from the General Services Administration (GSA ), which is the only tenant for the Property.  During the period from March 22, 2011, when we acquired the Property, to June 30, 2011 the Property generated $224,150 in rental income and $2,646 in expense reimbursements.  The initial term of the GSA lease runs until January 18, 2018 with an optional five year renewal period from January 2018 to January 2023.  The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances.  The base rent during the renewal term is $623,365.

The lease rate includes an operating expense base of $187,206 annually (excluding property taxes) and a real estate tax base of $70,189.  The base year operating expenses are adjusted annually via the Cost of Living Index (COLI) and the GSA is responsible for any increases over the adjusted base year expenses.  This calculation is expected to generate an expense reimbursement of approximately $6,500 in 2011.  In theory, a decrease in the COLI could result in a negative adjustment to base year expenses and thus, a decrease in reimbursed expenses.

Interest on Mortgage Loan

The Company recorded $5,890 in interest on mortgage loans receivable in the three and six months ended June 30, 2011.  The real estate note is for a maximum term of twenty-six (26) months and is structured as an interest only, participating mortgage with no prepayment penalty.  The stated interest rate is ten percent (10%) for the first fourteen (14) months and twelve percent (12%) for the final twelve (12) months of the term.  We anticipate recording just under $22,000 in interest of mortgage loans for 2011; however that amount could be reduced if the loan is prepaid.

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General and Administrative Expenses

General and administrative expenses were $148,707 and $279,496 in the three and six months ended June 30, 2011 compared to $87,265 and $193,955 in the three and six months ended June 30, 2010, increases of $61,442 and $85,541, respectively.  The increases were primarily attributable to approximately $49,650 in consulting and due diligence expenses related to the exploration of other potential transactions.  We also incurred approximately $23,161 in consulting, due diligence and closing expenses related to the acquisition and operation of the Property in the six months ended June 30, 2011.

The Company pays a monthly management fee of $21,000 to Kent Financial Services, Inc., a principal shareholder.  The management services provided include the services of the Company’s executive officers, who are employees of Kent Financial Services, as well as expenses incurred in connection with periodic and other filings with the Securities and Exchange Commission, internal accounting and shareholder relations.

Property Expenses

The Company incurred $184,335 in expenses related to the operations of the Property during the quarter ended June 30, 2011.  These expenses included approximately $16,969 in property taxes and $101,731 in depreciation and amortization expense.  For the six months ended June 30, 2011, the Company incurred $201,041 in expenses related to the operations of the Property including approximately $18,647 in property taxes and $112,910 in depreciation and amortization expense.  Other major expense categories include utilities (electricity, water, sewer, trash removal, and telephone), building maintenance (HVAC, plumbing, window washing, elevator and janitorial), and grounds maintenance (landscaping and irrigation).  The Company shall review these expenses to determine if there are any areas of savings.  We cannot be certain that the expenses we incur in operating the Property will not increase.

The GSA lease includes provisions for expense reimbursements in excess of baseline expenses as adjusted by the COLI.  Our estimate; however, is that the expense reimbursement will not exceed $6,500 during 2011.  Significant expenses that are not explicitly subject to reimbursement by the GSA are property insurance, alarm monitoring, telephone, and management fees.  As the provision of all of these services is subject to intense competition, we do not anticipate meaningful increases.

Expenses such as electricity, water, cleaning, trash removal and landscaping are subject to GSA reimbursement to the extent that they increase, in the aggregate, above the baseline of $187,206 fixed in the GSA lease.  Although most of these expenses do not seem to materially increase from year to year, electricity billing rates are very volatile and may increase well in excess of the COLI in any given year.  We would therefore be responsible for monitoring the Property expenses against the baseline expenses to insure proper billing.  Should the COLI increase rapidly or in excess of the increase in operating expenses, our ability to obtain reimbursement will be affected.

The Company has entered into various service contracts in conjunction with the acquisition of the Property including a temporary management contract, elevator, landscaping and HVAC maintenance, janitorial services, alarm monitoring, and waste removal.  These contracts include termination provisions and are not considered long term obligations.

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Interest Income

Interest income decreased to $696 for the three months ended June 30, 2011, from $2,620 for the three months ended June 30, 2010.  For the six months ended June 30, 2011, interest revenue increased to $3,617 from $3,450 for the six months ended June 30, 2010.  The decrease for the three month period was caused primarily by the decrease in cash and cash equivalents available for investment.

Liquidity and Capital Resources

At June 30, 2011, the Company had cash and cash equivalents of $4,776,537.  Cash and cash equivalents consist of cash held in banks and brokerage firms and U.S. Treasury bills with a maturity of 3 months or less.  Working capital at June 30, 2011 was approximately $4.749 million.We are actively pursuing a commercial mortgage loan on the Property at prevailing terms in order to free up working capital for additional acquisitions; however, at this time we are uncertain whether any mortgage will be approved or what terms may be offered.  Although the Company does not have any established banking relationships or other sources of liquidity, management believes its cash and cash equivalents are sufficient for its business activities for at least the next 12 months and for making additional acquisitions.

Net cash of $132,542 was used in operations for the six months ended June 30, 2011, a decrease of $69,099 from the $201,641 used in operations for the six months ended June 30, 2010.  Net cash used in operations for the periods was the result of the net losses for the periods coupled with the changes in operating assets and liabilities.  The decrease in net cash used in operations was largely the result of cash flow generated by the Property which was partially offset by acquisition related expenses as discussed above.

The Company utilized $4,325,000 during the six months ending June 30, 2011 for the acquisition of the Property (exclusive of due diligence and closing costs) located at 4211 Cedar Springs Road, Dallas, Texas.  Additionally, the Company utilized $321,290 during the six months ending June 30, 2011 to provide a first mortgage loan to a non-affiliated real estate investor secured by residential real estate.  There were no cash flows from investing activities reported during the same period in 2010.  As of June 30, 2011 the Company had no commitments for capital expenditures.

There were no cash flows from financing activities reported during the six month periods ending June 30, 2011 and 2010.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

ITEM 3.               Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

ITEM 4.               Controls and Procedures

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods.  In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting.

14

The material weakness identified by Management consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.  However, as there has been no instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time.

Accordingly, based on their evaluation of our disclosure controls and procedures as of June 30, 2011, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended June 30, 2011, that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II.              OTHER INFORMATION

ITEM 1.                Legal Proceedings

None.

ITEM 1A.             Risk Factors

Not Applicable

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

None.

ITEM 3.                Defaults Upon Senior Securities

None.

ITEM 4.                Reserved

ITEM 5.                Other Information

None.

15

ITEM 6.                Exhibits

3.1	Articles of Incorporation of Kent International Holdings, Inc. (1)
3.2	Bylaws of Kent International Holdings, Inc. (1)
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*
101.INS	XBRL Instance
101.SCH	XBRL Schema
101.CAL	XBRL Calculation
101.DEF	XBRL Definition
101.LAB	XBRL Label
101.PRE	XBRL Presentation

(1) Filed as an exhibit to the Company’s Definitive Information Statement on Form DEF 14C filed April 21, 2006, film number 06771307, and incorporated herein by reference.

* Filed Herewith

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KENT INTERNATIONAL HOLDINGS, INC.
Date: July 29, 2011	By:	/s/ Bryan P. Healey
		Bryan P. Healey
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

17

EX-31.1

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-Q of Kent International Holdings, 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 controls 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 controls over financial reporting, or caused such internal controls 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 the 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.

July 29, 2011	/s/ Paul O. Koether
	Paul O. Koether
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan P. Healey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Kent International Holdings, 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 controls 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 controls over financial reporting, or caused such internal controls 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 the 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

c) 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.

July 29, 2011	/s/ Bryan P. Healey
	Bryan P. Healey
	Chief Financial Officer

EX-32

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 Chief Executive Officer of Kent International Holdings, Inc., (the "Company"), and Bryan P. Healey, the Chief Financial Officer of the Company each hereby certifies that:

1. The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011, to which this Certification is attached as Exhibit 32 (the "Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:    July 29, 2011

/s/ Paul O. Koether                      

Paul O. Koether

Chief Executive Officer

/s/ Bryan P. Healey                      

Bryan P. Healey

Chief Financial Officer

XML



Document and Entity Information (USD $)	3 Months Ended
	Jun. 30, 2011	Jul. 15, 2011
Document and Entity Information
Entity Registrant Name	KENT INTERNATIONAL HOLDINGS INC,
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000728478
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		3,555,488
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Public Float	$ 2,737,000

XML



Reclassifications in the Preparation of Financial Statements

3 Months Ended

Jun. 30, 2011

Equity

Disclosure of Reclassification Amount [Text Block]

NOTE 5 – Reclassifications in the Preparation of Financial Statements

Certain reclassifications have been made to the prior period financial statements to conform with June 30, 2011 classifications.  These reclassifications did not have any impact on the related financial statement line items and had no effect on previously reported operating results.

XML



Mortgage Loans Receivable

3 Months Ended

Jun. 30, 2011

SEC Schedule, Article 12-29, Mortgage Loans on Real Estate

Mortgage Loans on Real Estate, by Loan Disclosure [Text Block]

NOTE 6 – Mortgage Loans Receivable

On April 25, 2011 the Company provided a $321,790 first mortgage loan to a private real estate developer for the purchase of a foreclosed residential property in Southlake, Texas.  The real estate note is for a maximum term of twenty-six (26) months and is structured as an interest only, participating mortgage.  The stated interest rate is ten percent (10%) for the first fourteen (14) months and twelve percent (12%) for the final twelve (12) months of the term.  The Company is also entitled to 20% of any profits realized from the sale of the property.

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Real Estate and Related Assets

3 Months Ended

Jun. 30, 2011

Real Estate

Real Estate Disclosure [Text Block]

NOTE 7 – Real Estate and Related Assets

Net property, plant and equipment together with real estate related intangible assets and liabilities as of June 30, 2011 consisted of:

	Cost			Useful Life		Accumulated Depreciation / Amortization			Net Book Value
Land	$	1,280,000							$	1,280,000
Buildings		1,130,292			20	$	15,628			1,114,664
Improvements		529,387			7		20,910			508,477
Subtotal Property Plant and Equipment		2,939,679					36,538			2,903,141
Real Estate Related Intangible Assets:
Leases in place value		1,624,052			7		64,149			1,559,903
Unamortized tenant improvement allowances		530,444			12		12,223			518,221
		2,154,496					76,372			2,078,124
	$	5,094,175				$	112,910		$	4,981,265
Below market lease value acquired	$	(769,175	)		12	$	(17,725	)	$	(751,450	)

Depreciation and amortization expense was $101,731 for the quarter ended June 30, 2011.  $15,970 in capitalized below market rents were amortized as an increase to rental income during the quarter ended June 30, 2011.

The property at 4211 Cedar Springs Road in Dallas is 100% leased to the General Services Administration (GSA) of the United States pursuant to a lease dated January 9, 2006.  The initial term of the GSA lease runs from January 18, 2008 until January 18, 2018 with an optional five year renewal period from January 2018 to January 2023.  The base rent during the initial term is $746,464 annually and includes a provision of $123,099 annually for the reimbursement of tenant improvement allowances.  The base rent during the renewal term is $623,365. Although the Company is responsible for property operating expenses, the lease includes a provision for reimbursement of certain operating expenses that exceed a baseline.  This base is subject to annual adjustment based on the Cost of Living Index (COLI).

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Related Party Transactions

3 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

NOTE 8 - Related Party Transactions

A monthly management fee of $21,000 is paid to Kent Financial Services, Inc. (“Kent”), a Nevada corporation, for management services.  These services include, among other things, periodic and other filings with the Securities and Exchange Commission, evaluating merger and acquisition proposals, internal accounting and shareholder relations.  This arrangement may be terminated at will by either party.  Kent was the beneficial owner of approximately 53.44% of the Company’s outstanding common stock at June 30, 2011.  Paul O. Koether, Chairman of the Company is also the Chairman of Kent and the beneficial owner of or authorized proxy for approximately 50.62% of Kent’s outstanding common stock.  Bryan P. Healey, Chief Financial Officer and Director of the Company is also the President and Chief Financial Officer and a Director of Kent as well as the son-in-law of Paul O. Koether.

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Common Stock

3 Months Ended

Jun. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

NOTE 9 - Common Stock

In October 2000, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 320,000 shares of its Common Stock at prices deemed favorable from time to time in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  This program has no expiration date.  No shares were repurchased during the quarters ended June 30, 2011 and 2010.  At June 30, 2011, there were 121,068 shares remaining authorized for repurchase under the program.  All shares repurchased were returned to the status of authorized but unissued shares.

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Basic and Diluted Net Loss Per Share

3 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share [Text Block]

NOTE 10 - Basic and Diluted Net Loss Per Share

Basic loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding.  Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding plus the dilutive effect of shares issuable through the exercise of stock options.

We have excluded 60,000 and 140,000 Common Stock options from the calculation of diluted loss per share for the quarters ended June 30, 2011 and 2010, respectively, which, if included, would have an antidilutive effect.

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Stock Option Plans

3 Months Ended

Jun. 30, 2011

Equity

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 11 - Stock Options Plans

Kent International has issued certain common stock options to its employees, directors and consultants.  At June 30, 2011 and December 31, 2010, Kent International had 100,000 common stock options outstanding, and none were issued during the three months ended June 30, 2011.

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Net Operating Loss Carryforwards

3 Months Ended

Jun. 30, 2011

Income Taxes

Income Tax Disclosure [Text Block]

NOTE 12 – Net Operating Loss Carryforwards

As of December 31, 2010, Kent International had approximately $26.5 million of net operating loss carryforwards (“NOL”) for income tax purposes.  In addition, Kent International has approximately $290 thousand of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax.  The NOLs and tax credit carryforwards expire in various years from 2011 through 2030.  Kent International’s use of operating loss carryforwards and tax credit carryforwards is subject to limitations imposed by the Internal Revenue Code.  Management believes that the deferred tax assets as of June 30, 2011 do not satisfy realization criteria and has recorded a valuation allowance for the entire net tax asset.  By recording a valuation allowance for the entire amount of future tax benefits, the Company has not recognized a deferred tax benefit for income taxes in its statements of operations.

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Subsequent Events

3 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

NOTE 13 – Subsequent Events

Subsequent events were evaluated through the date the financial statements were issued.

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Cash and cash equivalents	$ 4,776,537	$ 9,555,369
Accounts receivable	62,924
Prepaid expenses and other current assets	9,292	10,618
Mortgage loan receivable	321,290
Real estate assets:
Land	1,280,000
Building and improvements (net of accumulated depreciation of $36,538 and $0)	1,623,141
Intangible assets (net of accumulated amortization of $76,372 and $0)	2,078,124
Other assets	5,500	5,500
Total assets	10,156,808	9,571,487
Accounts payable and accrued expenses	99,508	26,217
Below market lease value acquired (net of accumulated amortization of $17,725 and $0)	751,450
Total liabilities	850,958	26,217
Common stock, $.002 par value; 10,000,000 shares authorized; 3,555,488 shares issued and outstanding	7,111	7,111
Additional paid-in capital	99,375,619	99,371,226
Accumulated deficit	(90,076,880)	(89,833,067)
Total stockholders' equity	9,305,850	9,545,270
Total liabilities and stockholders' equity	$ 10,156,808	$ 9,571,487

XML



BALANCE SHEET PARENTHETICAL (USD $)	Jun. 30, 2011	Dec. 31, 2010
Accumulated depreciation of building and improvements	$ 36,538
Accumulated amoritzation of intangible assets	76,372
Accumulated amortization of below market lease liability	$ 17,725
Preferred stock par value	$ 0.002	$ 0.002
Preferred stock shares authorized	2,000,000	2,000,000
Common stock par value	$ 0.002	$ 0.002
Common stock shares authorized	10,000,000	10,000,000
Common stock shares issued	3,555,488	3,555,488
Common stock shares outstanding	3,555,488	3,555,488

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenues:
Rental Income	$ 202,586		$ 224,150
Tenant reimbursement	2,157		2,646
Interest on mortgage loan	5,890		5,890
Other income	500		620	625
Total revenues	211,133		233,306	625
Expenses:
Operating and maintenance expenses	63,684		67,294
Property taxes and insurance	18,917		20,837
General and administrative expenses	148,707	87,265	279,496	193,955
Depreciation and amortization	101,731		112,910
Total expenses	333,039	87,265	480,537	193,955
Loss before other income (expense)	(121,906)	(87,265)	(247,231)	(193,330)
Other income (expense)
Interest revenue	696	2,620	3,617	3,450
Loss before income taxes	(121,210)	(84,645)	(243,614)	(189,880)
Provision for income taxes	199	319	199	1,089
Net loss	$ (121,409)	$ (84,964)	$ (243,813)	$ (190,969)
Basic net loss per common share	$ (0.03)	$ (0.02)	$ (0.07)	$ (0.05)
Basic weighted average number of common Common shares outstanding	3,555,488	3,555,488	3,555,488	3,555,488

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (243,813)	$ (190,969)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	4,393	4,393
Depreciation and amortization	112,910
Amortization of below market rate lease	(17,725)
Changes in operating assets and liabilities:
Changes in accounts receivable	(62,924)
Changes in prepaid expenses and other current assets	1,326	(7,130)
Changes in accounts payable and accrued expenses	73,291	(7,935)
Net cash used in operating activities	(132,542)	(201,641)
Acquisition of land, buildings and improvements including intangible assets, and net of below market leases acquired	(4,325,000)
Mortgage loan made	(321,290)
Net cash used in investing activities	(4,646,290)
Net decrease in cash and cash equivalents	(4,778,832)	(201,641)
Cash and cash equivalents at beginning of period	9,555,369	9,924,385
Cash and cash equivalents at end of period	4,776,537	9,722,744
Cash paid for:
Taxes	$ 199	$ 1,089

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Basis of Presentation

3 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Basis of Accounting [Text Block]

NOTE 1 - Basis of Presentation

The accompanying unaudited financial statements of Kent International Holdings, Inc. and its subsidiaries (“Kent International” or the “Company”) reflect all material adjustments consisting of only normal recurring adjustments that, 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 financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission.

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

The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the entire year or for any other period.

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Principles of Consolidation

3 Months Ended

Jun. 30, 2011

Principles of Consolidation

Principles of Consolidation

NOTE 2 - Principles of Consolidation

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

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Business

3 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Nature of Operations [Text Block]

NOTE 3 - Business

Kent International is operating as a full service real estate corporation that owns and operates an income producing property.  We will look to opportunistically acquire additional properties, primarily in the Dallas/Fort Worth area; however, we will not limit our search to that market.  Alternatively, management will also continue to pursue other acquisition opportunities that offer potentially profitable uses for the Company’s available capital.

The Company’s general investment strategy shall be to make investments in real properties that offer attractive current yields with, in some cases, potential for capital appreciation.  We may buy these properties directly, through joint ventures, or as general partner in limited partnerships utilizing funds raised from accredited investors.

 

In 2009 the Company’s subsidiary, Kent Capital, Inc., registered with the Financial Industry Regulatory Authority (FINRA), as a securities broker-dealer.  Kent International also operates a niche social networking website, www.ChinaUSPals.com, designed to promote cultural exchange between the citizens of the United States and those of the People’s Republic of China.

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Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2011

Accounting Policies

Significant Accounting Policies [Text Block]

NOTE 4 – Summary of Significant Accounting Policies

Acquisitions

Upon acquisition of wholly-owned properties or joint venture investments that are less than wholly-owned, but which we control or for which we are the primary beneficiary, the assets and liabilities purchased are recorded at their fair market value at the date of the acquisition using the acquisition method in accordance with FASB ASC Topic 805 Business Combinations.  We recognize the net tangible and identified intangible assets based on fair values (including land, buildings, tenant improvements, acquired above and below market leases and the origination cost of acquired in-place leases) and acquired liabilities. The intangible assets recorded are amortized over the weighted average lease lives. We identify any above or below market leases or customer relationship intangibles that exist at the acquisition date. We recognize mortgages and other liabilities at fair market value at the date of the acquisition. We utilize an independent appraiser to assess fair value based on estimated cash flow projections for the tangible assets acquired that utilize discount and capitalization rates deemed appropriate and available market information. We expense acquisition costs as incurred.

Mortgages Loan Receivable

The fair value of the Company’s Mortgage loan receivable is governed by FASB ASC Topic 820, Fair Value Measurements and Disclosures. As the loan is short term and the value of the underlying asset is believed to exceed the value of the loan, the loan is reported at cost.

Revenue Recognition

Rental income is recognized when earned.  As our lease with the General Services Administration provides for the payment of monthly rental in arrears, a receivable is recorded at the end of each month for the previous month’s rent.  Any above or below market leases acquired are amortized over the lease lives and recorded as an increase or decrease to rental revenue.

Interest on mortgage loans income is accrued and recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectible.

Repairs and Maintenance

Repairs and maintenance costs are expensed as incurred while significant improvements, renovations and replacements are capitalized.

Property and Depreciation

Land, buildings and amenities are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally 5-30 years for land improvements, 7-30 years for buildings and improvements and 5-30 years for amenities.  Tenant improvements are generally depreciated over the life of the initial or renewal term of the respective tenant lease.

FASB ASC Topic 360 Property, Plant and Equipment specifies circumstances in which certain long-lived assets must be reviewed for impairment.  If the carrying amount of an asset exceeds the sum of its expected future cash flows, the asset’s carrying value must be written down to fair value.  In determining the value of an investment property and whether the investment property is impaired, management considers several factors such as projected rental and vacancy rates, property operating expenses, capital expenditures and interest rates.  The capitalization rate used to determine property valuation is based on the market in which the investment property is located, length of leases, tenant financial strength, the economy in general, demographics, environment, property location, visibility, age and physical condition among others.  All of these factors are considered by management in determining the value of any particular investment property.  The value of any particular investment property is sensitive to the actual results of any of these factors, either individually or taken as a whole. If the actual results differ from management’s judgment, the valuation could be negatively or positively affected.

Stock Based Compensation Expense

The Company records compensation cost relating to share-based payment transactions in the financial statements.  The compensation cost is measured based on the fair value of the equity or liability instruments issued.