SecProbe.io

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						July 27, 2005

Mail Stop 3561

Via US Mail and Facsimile

Ms. Sue Ann Merrill
Chief Financial Officer and Secretary
376 Main Street, PO Box 74
Bedminster, New Jersey 07921

Re:	Kent Financial Services, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Form 10-QSB for the period ended March 31, 2005
	Commission file #: 001-07986

Dear Ms. Merrill:

We have reviewed the above referenced filing and have the
following
comments.  Please file an amended Form 10-KSB in response to our
request for expanded or revised disclosure.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise
additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and
to enhance the overall disclosure in your filing.  We look forward
to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

Management`s Discussion & Analysis

-  Market Risk, page II-7

1. We note from your statement of operations that the caption
"interest, dividends and other" was a significant part of your
revenue
in 2004.  Please revise your market risk disclosure to include a
discussion on interest rate risk, or alternatively tell us why you
do
not believe that risk is significant to your operations.

- Investment Company Act of 1940, page II-8

2. We note your disclosure that you believe your 50.06% ownership
in
Cortech is your primary business and you will not be deemed to be
an
investment company under the 1940 Act.  Please explain to us how
you
have analyzed your status in regards to the requirements to
register
as an investment company under the 1940 Act and explain why you
believe that you are not required to register as such an
investment
company.

Notes to the Financial Statements

Note 1.  Summary of Significant Accounting Policies

- Sale of T.R. Winston

3. We note that in 2003 you sold 60% of Winston to two executives
of
Winston.  Please tell us the nature and amount of consideration
that
was received from the sale of that interest and indicate whether a
gain or loss was recognized on sale of the interest.  If so,
explain
how it was calculated.  Additionally, please explain to us the
nature
and terms of the put option liability that was established in
connection with the initial sale and your basis of accounting for
it
as deferred compensation, or a reduction in equity in 2003.  Also,
explain in further detail how you calculated the gain on
disposition
of your remaining interest in Winston of $71,000.  We may have
further
comment upon receipt of your response.

Note 3.  Securities Owned

4. We note you have a 36.9% interest in General Devices, which has
been increased to a 44% interest subsequent to year end.  Please
tell
us your basis for not accounting for this investment using the
equity
method of accounting.  If you do not believe that your 36.9%
interest
provides you with significant influence over this entity`s
operations,
explain in detail your basis for this conclusion.  See paragraph
17 of
APB 18.

5. Your disclosures suggest that you have classified your equity
securities as trading securities.  Considering your disclosure in
Note
3 that your securities are held for capital appreciation, and the
fact
that the securities of Dewey Electronics and Golf Rounds have been
held since at least 1999, please tell us why you believe these
investments are appropriately classified as trading securities.
Also,
tell us and revise your financial statements to explain how the
investment gains reflected in your statements of operations were
calculated or determined and disclose the portion of the gains
that
relate to securities still held at the reporting date.
Additionally,
explain how you determined that your investment securities held at
December 31, 2004 were not impaired.

Note 4.  Acquisition of Cortech

6. Please explain why the Company accounted for its investment in
Cortech "based on fair value as determined by the management of
AVF"
prior to the June 2004 transaction in which AVF acquired 139,328
shares of Cortech, increasing its ownership interest to 50.06%. As
part of your response, please tell us the number of shares and
percentage of total shares in Cortech held by AVF prior to this
transaction. Additionally, if AVF held a greater than 20% interest
prior to the June 2004 transaction, please explain in detail why
the
Company did not use the equity method of accounting to account for
its
interest in Cortech. Also, please revise the notes to your
financial
statements to include all of the disclosures required by
paragraphs
51, 52 and 54 of SFAS No.141 with respect to your acquisition of
this
interest in Cortech or explain in detail why you do not believe
this
is required.

7. We note your disclosure that at December 31, 2004, Cortech had
382,735 common stock options outstanding at exercise prices
ranging
from $3.50 to $13.59 per share expiring from 2005 through 2010.
Please revise your note to include the disclosures outlined in
paragraph 47 and 48 of SFAS 123 with respect to these options.

8. We note from page II-9 of your MD&A that you believe your
50.06%
ownership in Cortech is your primary business.  Please tell us,
and
revise your disclosure in Note 4 to state the nature of  the
operations of Cortech.

Note 6.  Kent Educational Services, Inc.

9. We note that in 2004 you acquired a 60% controlling interest in
the
Academy and have recorded the interest as an "other asset" because
it
is in "formation stage."  Please tell us whether the Academy had
any
operations during 2004 and your basis for recording the 60%
controlling interest as an "other asset" as of December 31, 2004.
Additionally, we note that as of March 31, 2005 you have
consolidated
the Academy and recorded goodwill in connection with the
consolidation.  Please tell us what led to your decision in the
first
quarter 2005 to consolidate the Academy.  Please include the
factors
that resulted in recognition of goodwill, the date at which the
consolidation took place, and provide a condensed balance sheet
disclosing the amount assigned to each major asset and liability
caption of the acquired entity at the acquisition date.  See
paragraphs 51 and 52 of SFAS No. 141.  Also revise to include the
pro
forma disclosures required by paragraph 54 of SFAS No. 141.  We
may
have further comment upon receipt of your response.

Note 7. Income Taxes

10. Please tell us and revise the notes to your financial
statements
to explain why you have established a deferred tax asset valuation
allowance for essentially all of Cortech`s deferred tax assets
associated with net operating losses and credits as indicated by
the
disclosures on page F-13.

Note 8.  Sale of Building

11. We note from page II-5 of your MD&A that you sold your
headquarters building in 2004 and are currently leasing your
required
office space in the same location.  Please tell us how you
evaluated
the criteria for recognizing a gain in relation to a sale and
leaseback, as outlined in paragraph 3 of SFAS No. 28.
Additionally,
please tell us and revise your disclosure to state the terms of
the
leasing arrangement and the rental expense for 2004.  If the lease
has
terms in excess of one year, also disclose the future minimum
rental
payments required as of the date of the latest balance sheet
presented, in the aggregate and for each of the five succeeding
fiscal
years.

Note 16.  Unaudited ProForma Financial Information

12. We note that you present unaudited proforma financial
information
for the acquisition of Cortech and disposition of Winston.  Please
revise the information to describe in further detail the terms of
the
transactions reflected in the pro forma financial information.
Also,
please revise to separately describe each adjustment with a
footnote
explanation discussing the nature of the adjustment and how the
amount
was calculated or determined.  The explanations should also
indicate
if the adjustment relates to the acquisition of Cortech or
disposition
of Winston.  Refer to the guidance outlined in Article 11 of
Regulation S-X.  Additionally, we believe that you may be required
by
Rule 310(c) of Regulation S-B to include financial statements of
Cortech in a report on Form 8-K.  Please revise your filing to
include
those financial statements for the periods required in Rule
310(c)(2)
of Regulation S-B or alternatively, tell us why you do not believe
you
are required to file such financial statements.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please file your response to these comments via
Edgar
within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter that keys your responses
to
our comments and provides any requested supplemental information.
Please understand that we may have additional comments after
reviewing
your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect to
the filing; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Ms. Sue Ann Merrill
Kent Financial Services, Inc.
July 27, 2005
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