10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended:  June 30, 2012

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.: 1-7986

Kent Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Nevada	75-1695953
(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  

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:  As of July 31, 2012, the issuer had 2,697,008 shares of its common stock, par value $.10 per share, outstanding.

1 

Amendment No. 1

This amendment is being filed in order to add the XBRL interactive data to the Form 10-Q originally filed August 12, 2012.

2 

SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KENT FINANCIAL SERVICES, INC.

Dated: September 4, 2012	By: /s/ Bryan P. Healey
	Bryan P. Healey
	Chairman of the Board
	(Principal Executive Officer, Principal Financial and
	Accounting Officer)

3

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Note 11 - Net Operating Loss Carryforwards (Details) (USD $)	3 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Net operating loss carryforwards (millions)		$ 3.348
Net operating loss (millions)	20.89
Research and devlopment and foreign tax credit carryforwards	$ 67,432

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Note 5 - Securities Owned: Schedule of Marketable Securities (Tables)

3 Months Ended

Jun. 30, 2012

Schedule of Marketable Securities:

Schedule of Marketable Securities

		June 30, 2012		December 31, 2011
	Percent Owned	Estimated Fair Value	Losses in Accumulated Other Comprehensive Income	Estimated Fair Value	Losses in Accumulated Other Comprehensive Income
GolfRounds.com, Inc.	4.20%	$          4,800	$         22,200	$          8,400	$         18,600
All other equity securities	N/A	550	4,259	435	4,374
Total		$          5,350	$         26,459	$          8,835	$         22,974

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Note 4 - Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2012

Note 4 - Summary of Significant Accounting Policies:

Note 4 - Summary of Significant Accounting Policies

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.

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.

Repairs and Maintenance

Repairs and maintenance costs are expensed as incurred.  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. 

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Note 6 - Real Estate and Related Assets (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Depreciation and amortization	$ 101,731	$ 101,731	$ 203,462	$ 112,910
Amortization of below market rate lease	15,970		31,939	17,725
Annual base rent	746,464
Provision for reimbursement of tenant improvement allowances	123,099		123,099
Annual rent during renewal term	623,365
Annual increase to provision for reimbursement	$ 6,281

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Note 6 - Real Estate and Related Assets: Schedule of real estate assets and related intangible assets and liabilities (Details) (USD $)	3 Months Ended
	Jun. 30, 2012
Land
Cost	$ 1,280,000
Book Value	1,280,000
Building
Cost	1,130,292
Accumulated Depreciation/Amortization	72,258
Book Value	1,058,034
Useful life	20
Building Improvements
Cost	529,387
Accumulated Depreciation/Amortization	96,685
Book Value	432,702
Useful life	7
Subtotal real estate assets
Cost	2,939,679
Accumulated Depreciation/Amortization	168,943
Book Value	2,770,736
Leases in place value
Cost	1,624,052
Accumulated Depreciation/Amortization	296,610
Book Value	1,327,442
Useful life	7
Unamortized tenant improvement allowances
Cost	530,444
Accumulated Depreciation/Amortization	56,518
Book Value	473,926
Useful life	12
Real estate intangible assets
Cost	2,154,496
Accumulated Depreciation/Amortization	353,128
Book Value	1,801,368
Total real estate assets
Cost	5,094,175
Accumulated Depreciation/Amortization	522,071
Book Value	4,572,104
Below market lease value aquired
Cost	(769,175)
Accumulated Depreciation/Amortization	(81,954)
Book Value	$ (687,221)
Useful life	12

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Note 7 - Capital Stock Activity: Common Stock Repurchases (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Dec. 30, 2011	Aug. 30, 2004
Shares subject to repurchase			250,000	200,000
Shares initially subject to repurchase	64,769	64,769
Shares repurchased	5,966	53,692
Shares remaining authorized for repurchase	187,934	187,934

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Note 9 - Stock Option Plans (Details)	Nov. 25, 2005
Common stock options available for issuance	400,000

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Note 3 - Business

3 Months Ended

Jun. 30, 2012

Note 3 - Business:

Note 3 - Business

NOTE 3 – Business

The Company’s business is operating as a real estate corporation through its wholly owned subsidiary, Kent International. 

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.

Kent International’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 Kent International’s subsidiary, Kent Capital, Inc., registered with the Financial Industry Regulatory Authority (FINRA), as a securities broker-dealer.  To date, Kent Capital, Inc. has not produced any revenue. 

The Company does not expect that these activities will generate any significant revenues for an indefinite period as these efforts are in their early stages.  As a result, these programs may produce significant losses until such time as meaningful revenues are achieved. 

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Note 10 - Related Party Transactions (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Health insurance and office supply reimbursements to related party	$ 20,279	$ 21,559	$ 40,038	$ 41,326

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2012	Dec. 31, 2011
Cash and cash equivalents	$ 1,409,243	$ 1,560,021
Marketable securities	5,350	8,835
Accounts receivable	94,389	116,855
Prepaid expenses and other current assets	12,121	18,432
Land	1,280,000	1,280,000
Building and improvements (net of accumulated depreciation of $168,943 and $103,103)	1,490,736	1,556,577
Intangible assets (net of accumulated amortization of $353,128 and $215,506)	1,801,368	1,938,990
Other assets	21,000	21,000
Total assets	6,114,207	6,500,710
Accounts payable and accrued expenses	172,073	255,025
Below market lease value acquired (net of accumulated amortization of $81,954 and $50,015)	687,221	719,160
Accrued post employment obligations	864,000	864,000
Total liabilities	1,723,294	1,838,185
Preferred stock without par value; 500,000 shares authorized; none outstanding
Common stock, $.10 par value; 8,000,000 shares authorized; 2,697,008 and 2,750,700 shares issued and outstanding	269,701	275,070
Additional paid-in capital	12,384,218	12,440,796
Accumulated deficit	(8,236,547)	(8,030,367)
Accumulated other comprehensive loss	(26,459)	(22,974)
Total equity	4,390,913	4,662,525
Total liabilities and equity	$ 6,114,207	$ 6,500,710

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Note 1 - Basis of Presentation

3 Months Ended

Jun. 30, 2012

Note 1 - Basis of Presentation:

Note 1 - Basis of Presentation

NOTE 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements of Kent Financial Services, Inc. and subsidiaries (the "Company") reflect all material adjustments consisting of only normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods.  Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading.  These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 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.  Estimates that are particularly susceptible to change include assumptions used in determining the fair value of securities owned and non-readily marketable securities. 

The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the entire year or for any other period.

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Note 4 - Summary of Significant Accounting Policies: Property and Depreciation (Policies)

3 Months Ended

Jun. 30, 2012

Property and Depreciation:

Property and Depreciation

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. 

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Note 7 - Capital Stock Activity: Common Stock Repurchases (Policies)

3 Months Ended

Jun. 30, 2012

Common Stock Repurchases:

Common Stock Repurchases

Common Stock Repurchases

In August 2004, the Board of Directors approved a plan to repurchase up to 200,000 shares of the Company’s common stock at prices deemed favorable in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  In December 2011, the Board of Directors approved an increase in the amount of shares available to repurchase under the plan from 64,769 shares to 250,000 shares.  This program has no expiration date.  5,966 and 53,692 shares were repurchased in the three and six month periods ending June 30, 2012, respectively.  No shares were repurchased during the three and six month periods ending June 30, 2011.  As of June 30, 2012, 187,934 shares remained authorized for repurchase under the program.

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Note 2 - Principles of Consolidation

3 Months Ended

Jun. 30, 2012

Note 2 - Principles of Consolidation:

Note 2 - Principles of Consolidation

NOTE 2 - Principles of Consolidation

The consolidated financial statements include the accounts of Kent Financial Services, Inc. (the “Company”, “Kent”, “we” or “our”) and the consolidated accounts of Kent’s wholly owned subsidiary, Kent International Holdings, Inc., (“Kent International”) and its subsidiaries Kent Capital, Inc. (“Kent Capital”) and Kent Texas Properties, LLC (“KTP”).  Intercompany balances and transactions between the Company and its subsidiaries have been eliminated.

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CONSOLIDATED BALANCE SHEET PARENTHETICAL (USD $)	Jun. 30, 2012	Dec. 31, 2011
Accumulated depreciation of building and improvements	$ 168,943	$ 103,103
Accumulated amoritzation of intangible assets	353,128	215,506
Accumulated amortization of below market lease liability	$ 81,954	$ 50,015
Preferred stock shares authorized	500,000	500,000
Preferred stock shares outstanding
Common stock par value	$ 0.10	$ 0.10
Common stock shares authorized	8,000,000	8,000,000
Common stock shares issued	2,697,008	2,750,700
Common stock shares outstanding	2,697,008	2,750,700

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Note 12 - Kent International Holdings Going Private Transaction

3 Months Ended

Jun. 30, 2012

Note 12 - Kent International Holdings Going Private Transaction:

Note 12 - Kent International Holdings Going Private Transaction

Note 12 - Kent International Holdings Going Private Transaction

Until December 7, 2011, the Company’s wholly owned subsidiary, Kent International was a publicly traded company, trading on the OTC Pink Market under the ticker symbol “KNTH.PK”.  On August 22, 2011, Kent International filed a Schedule 14C Preliminary Information Statement with the United States Securities and Exchange Commission (the “SEC”) in connection with a “going private” transaction.  The transaction involved an amendment to Kent International’s Articles of Incorporation to affect a one-for-950,000 reverse stock split.  Fractional shares resulting from the reverse split were redeemed by Kent International for cash consideration of $2.50 per pre-split share.  The transaction, completed on December 7, 2011, resulted in Kent owning 100% of Kent International.  Kent International paid $4,138,720 to redeem the fractional shares owned by the minority shareholders as a result of the reverse split. 

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Document and Entity Information	3 Months Ended
	Jun. 30, 2012	Jul. 31, 2012
Document and Entity Information
Entity Registrant Name	KENT FINANCIAL SERVICES INC
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Entity Central Index Key	0000316028
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		2,697,008
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	2012
Document Fiscal Period Focus	Q2

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Note 13 - Subsequent Events

3 Months Ended

Jun. 30, 2012

Note 13 - Subsequent Events:

Note 13 - Subsequent Events

NOTE 13 – Subsequent Events

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

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Rental Income	$ 202,586	$ 202,586	$ 405,172	$ 224,150
Tenant reimbursement	15,495	2,157	30,788	2,646
Interest on mortgage loan		5,890		5,890
Other income	40,421	9,476	46,921	17,108
Total revenues	258,502	220,109	482,881	249,794
Operating and maintenance expenses	66,671	63,684	125,868	67,294
Property taxes and insurance	31,230	18,917	62,486	20,837
General and administrative	125,958	280,686	296,898	508,924
Depreciation and amortization	101,731	101,731	203,462	112,910
Total expenses	325,590	465,018	688,714	709,965
Loss from operations	(67,088)	(244,909)	(205,833)	(460,171)
Interest and dividend revenue		784		3,899
Loss before income taxes	(67,088)	(244,125)	(205,833)	(456,272)
Provision for income tax expense			(347)	(398)
Net loss	(67,088)	(244,125)	(206,180)	(456,670)
Add: net loss attributable to noncontrolling interest		55,412		113,290
Net loss attributable to Kent Financial Services shareholders'	(67,088)	(188,713)	(206,180)	(343,380)
Unrealized gain on available for sale securities	(7,314)	(3,313)	(3,485)	(742)
Comprehensive loss	$ (74,402)	$ (192,026)	$ (209,665)	$ (344,122)
Basic and diluted net loss per common share:	$ (0.02)	$ (0.07)	$ (0.08)	$ (0.12)
Weighted average number of common shares outstanding	2,715,807	2,759,074	2,715,807	2,759,074

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Note 7 - Capital Stock Activity

3 Months Ended

Jun. 30, 2012

Note 7 - Capital Stock Activity:

Note 7 - Capital Stock Activity

NOTE 7 - Capital Stock Activity

Dividends

No dividends were declared or paid during the three months ended June 30, 2012.

Common Stock Repurchases

In August 2004, the Board of Directors approved a plan to repurchase up to 200,000 shares of the Company’s common stock at prices deemed favorable in the open market or in privately negotiated transactions subject to market conditions, the Company’s financial position and other considerations.  In December 2011, the Board of Directors approved an increase in the amount of shares available to repurchase under the plan from 64,769 shares to 250,000 shares.  This program has no expiration date.  5,966 and 53,692 shares were repurchased in the three and six month periods ending June 30, 2012, respectively.  No shares were repurchased during the three and six month periods ending June 30, 2011.  As of June 30, 2012, 187,934 shares remained authorized for repurchase under the program.

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Note 6 - Real Estate and Related Assets

3 Months Ended

Jun. 30, 2012

Note 6 - Real Estate and Related Assets:

Note 6 - Real Estate and Related Assets

NOTE 6 – Real Estate and Related Assets

Real estate assets together with real estate related intangible assets and liabilities as of June 30, 2012 consisted of:

	Cost	Useful Life	Accumulated Depreciation / Amortization	Net Book Value
Land	$ 1,280,000			$ 1,280,000
Buildings	1,130,292	20	$        72,258	1,058,034
Improvements	529,387	7	96,685	432,702
Subtotal real estate assets	2,939,679		168,943	2,770,736
Real estate related intangible assets:
Leases in place value	1,624,052	7	296,610	1,327,442
Unamortized tenant improvement allowances	530,444	12	56,518	473,926
Real estate intangible assets	2,154,496		353,128	1,801,368
Total real estate assets	$ 5,094,175		$      522,071	$ 4,572,104
Below market lease value acquired	$ (769,175)	12	$      (81,954)	$ (687,221)

Depreciation and amortization expense was $101,731 and $203,462 for the three and six months ended June 30, 2012, respectively. $15,970 and $31,939 in capitalized below market rents were amortized as an increase to rental income during the three and six months ended June 30, 2012, respectively.

The Property 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 on March 1^st of each year based on the Cost of Living Index (COLI).  The operating expense base was adjusted on March 1, 2012 resulting in an annual increase to the provision for reimbursement in the amount of $6,281.

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Note 7 - Capital Stock Activity: Dividends (Policies)

3 Months Ended

Jun. 30, 2012

Dividends:

Dividends

Dividends

No dividends were declared or paid during the three months ended June 30, 2012.

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Note 4 - Summary of Significant Accounting Policies: Acquisitions (Policies)

3 Months Ended

Jun. 30, 2012

Acquisitions:

Acquisitions

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.

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Note 10 - Related Party Transactions

3 Months Ended

Jun. 30, 2012

Note 10 - Related Party Transactions:

Note 10 - Related Party Transactions

NOTE 10 - Related Party Transactions

The Company and its consolidated subsidiaries reimburse an affiliate, Bedminster Management Corp., for the allocated direct cost of group health insurance and office supplies.  These reimbursements were $20,279 and $40,038 for the three and six months ended June 30, 2012, respectively and $21,559 and $41,326 in the three and six months ended June 30, 2011, respectively. 

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Note 8 - Net Income (loss) Per Share

3 Months Ended

Jun. 30, 2012

Note 8 - Net Income (loss) Per Share:

Note 8 - Net Income (loss) Per Share

NOTE 8 - Net Income (Loss) Per Share

Basic income (loss) per share includes the weighted average number of common shares outstanding during the year.  Diluted income (loss) per share includes the weighted average number of shares outstanding and dilutive potential common shares, such as warrants and options.  The Company had no common stock options or warrants outstanding at June 30, 2012 and 2011. 

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Note 9 - Stock Option Plans

3 Months Ended

Jun. 30, 2012

Note 9 - Stock Option Plans:

Note 9 - Stock Option Plans

NOTE 9 - Stock Option Plans

On November 25, 2005, shareholders of the Company approved the 2005 Stock Option Plan making a total of 400,000 common stock options available for issuance.  The Company did not record stock-based compensation expense for the three and six month periods ending June 30, 2012 and 2011, as no options were earned during these periods.  At June 30, 2012, the Company had no common stock options outstanding.

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Note 11 - Net Operating Loss Carryforwards

3 Months Ended

Jun. 30, 2012

Note 11 - Net Operating Loss Carryforwards:

Note 11 - Net Operating Loss Carryforwards

NOTE 11 – Net Operating Loss Carryforwards

As of December 31, 2011, the Company had approximately $3.348 million of net operating loss carryforwards (“NOL”) for income tax purposes.  In addition, Kent International had approximately $20.89 million of NOL and $67,432 of research and development and foreign tax credit carryforwards available to offset future federal income tax, subject to limitations for alternative minimum tax.  The NOL’s and tax credit carryforwards expire in various years from 2012 through 2025.  The Company’s and 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, 2012 do not satisfy the 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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Note 12 - Kent International Holdings Going Private Transaction (Details) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Reverse stock split	one-for-950,000
Fractional shares redeemed for cash consideration per pre-split share	$ 2.50	$ 2.50
Consideration paid to redeem fractional shares	$ 4,138,720	$ 61,947

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Note 4 - Summary of Significant Accounting Policies: Repairs and Maintenance (Policies)

3 Months Ended

Jun. 30, 2012

Repairs and Maintenance:

Repairs and Maintenance

Repairs and Maintenance

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

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Note 6 - Real Estate and Related Assets: Schedule of real estate assets and related intangible assets and liabilities (Tables)

3 Months Ended

Jun. 30, 2012

Schedule of real estate assets and related intangible assets and liabilities:

Schedule of real estate assets and related intangible assets and liabilities

	Cost	Useful Life	Accumulated Depreciation / Amortization	Net Book Value
Land	$ 1,280,000			$ 1,280,000
Buildings	1,130,292	20	$        72,258	1,058,034
Improvements	529,387	7	96,685	432,702
Subtotal real estate assets	2,939,679		168,943	2,770,736
Real estate related intangible assets:
Leases in place value	1,624,052	7	296,610	1,327,442
Unamortized tenant improvement allowances	530,444	12	56,518	473,926
Real estate intangible assets	2,154,496		353,128	1,801,368
Total real estate assets	$ 5,094,175		$      522,071	$ 4,572,104
Below market lease value acquired	$ (769,175)	12	$      (81,954)	$ (687,221)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Net loss	$ (206,180)	$ (343,380)
Depreciation and amortization	203,462	112,910
Amortization of below market rate lease	(31,939)	(17,725)
Minority interest in subsidiaries losses		(113,290)
Change in accounts receivable	22,467	(63,922)
Change in prepaid expenses and other current assets	6,311	(10,919)
Change in accounts payable and accrued expenses	(82,952)	91,752
Net cash used in operating activities	(88,831)	(344,574)
Mortgage loan made		(321,290)
Acquisition of land, buildings and improvements including intangible assets, and net of below market leases acquired		(4,325,000)
Net cash used in investing activities		(4,646,290)
Repurchase of common stock	(61,947)
Net cash used in financing activities	(61,947)
Net decrease in cash and cash equivalents	(150,778)	(4,990,864)
Cash and cash equivalents at beginning of period	1,560,021	10,514,981
Cash and cash equivalents at end of period	1,409,243	5,524,117
Cash paid for: Taxes	$ 347	$ 398

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Note 5 - Securities Owned

3 Months Ended

Jun. 30, 2012

Note 5 - Securities Owned:

Note 5 - Securities Owned

NOTE 5 - Securities Owned

Marketable securities owned as of June 30, 2012 and December 31, 2011, comprised mainly of portfolio positions (equity securities) held for capital appreciation, consisted of the following:

		June 30, 2012		December 31, 2011
	Percent Owned	Estimated Fair Value	Losses in Accumulated Other Comprehensive Income	Estimated Fair Value	Losses in Accumulated Other Comprehensive Income
GolfRounds.com, Inc.	4.20%	$          4,800	$         22,200	$          8,400	$         18,600
All other equity securities	N/A	550	4,259	435	4,374
Total		$          5,350	$         26,459	$          8,835	$         22,974

The Company follows FASB accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The guidance establishes a framework for measuring fair value and expands disclosures about fair value measurements.  The valuation techniques required are based upon observable and unobservable inputs.  Observable input reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These two types of inputs create the following fair value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 - Significant inputs to the valuation model are unobservable.

All of the Company’s marketable securities are Level 2 type assets.  Among the observable inputs considered by management in determining fair value of thinly traded 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, including the analysis of the valuation of comparable companies. 

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Note 5 - Securities Owned: Schedule of Marketable Securities (Details) (USD $)	Jun. 30, 2012	Dec. 31, 2011
GolfRounds.com, Inc.
Percent Owned	4.20%
Estimated Fair Value	$ 4,800	$ 8,400
Losses in Accumulated Other Comprehensive Income	22,200	18,600
All Other Equity Securities Member
Estimated Fair Value	550	435
Losses in Accumulated Other Comprehensive Income	4,259	4,374
Total
Estimated Fair Value	5,350	8,835
Losses in Accumulated Other Comprehensive Income	$ 26,459	$ 22,974

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Note 4 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)

3 Months Ended

Jun. 30, 2012

Revenue Recognition:

Revenue Recognition

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.