SecProbe.io

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						October 11, 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
	Forms10-QSB for the periods ended June 30, 2005 and March 31,
2005
	Commission file #: 001-07986

Dear Ms. Merrill:

We have reviewed your September 13, 2005 response letter 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 comments are
inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

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

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

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
Sale of T.R. Winston

1. We have reviewed your response to our prior comment number 1.
However, we are unclear as to why the Company was not amortizing
the
$390,000 of deferred compensation recognized in connection with
the
put option provided in the Amended and Restated LLC Agreement as
compensation expense over the term of Mr. Galuchie`s employment
agreement, since your response indicates that the deferred
compensation relates to Mr. Galuchie`s employment agreement.
Please
advise or revise as appropriate.  Also, please revise Note 1 to
explain the nature and terms of the put option arrangement, the
reasons it has been accounted for as deferred compensation, and
the
reason it has been reflected as an adjustment to the sales price
for
the sale of the Company`s remaining 40% interest in the T.R.
Winston
& Company LLC. We may have further comment upon receipt of your
response and our review of your revised disclosures.

Note 3.  Securities Owned

2. We note from your response to prior comment 4 that you have not
recorded your investment in General Devices as an equity method
investment because you do not have representation on the board of
directors and you did not exert significant influence.  Given your
voting interest of 36.9%, please explain why you do not believe
that
you had the ability to exercise significant influence over General
Devices, Inc.  Note that APB 18 does not actually require an
investor
to exercise significant influence for the use of this method to be
appropriate and representation on the Board of Directors is only
one
factor that should be considered in determining the appropriate
treatment.  Please revise to reflect this investment using the
equity
method of accounting or explain why you do not believe this is
required.  Refer to the guidance in FIN NO. 35.

Additionally, we note that during the second quarter of 2005 you
have
determined that it is appropriate to consolidate General Devices
based on the guidance in FIN 46. Please tell us the nature and
timing
of the change of circumstances between December 31, 2004 and
second
quarter 2005 that resulted in your conclusion that your investment
in
General Devices did not need to be consolidated as of December 31,
2004 under the guidance in FIN 46 but did require consolidation at
June 30, 2005.

Note 4. Acquisition of Cortech

3. We have reviewed your response to our prior comment number 6
but
continue to have concern that the accounting treatment used for
Cortech prior to the June 2004 transaction in which AVF acquired
139,328 shares of Cortech was not appropriate. In your response to
our prior comment, you indicate that the AVF accounted for the
shares
of Cortech previously held as trading securities at fair value,
and
that the use of this method did not materially differ from that
which
would result from the use of the equity method of accounting.
Please
explain in detail your basis for this conclusion. As part of your
response, tell us the equity in earnings that would have been
recognized during 2003 and 2004 from this investment had the
equity
method been used during these periods. Also, tell us the earnings
or
losses recognized due to changes in fair value during the periods
presented in your financial statements. We may have further
comment
upon receipt of your response.

4. We note from your response to prior comment 7 that you have
revised Note 4 to include information for the year ended December
31,
2004 required by paragraph 47 and 48 of SFAS No. 123.  Please
revise
your note to also include the information for the year ended
December
31, 2003.  Additionally, please include a description of the
method
and significant assumptions used during the year to estimate the
fair
values of options (used in the pro forma table on page F-11),
including the following weighted-average information: (1) risk-
free
interest rate, (2) expected life, (3) expected volatility, and (4)
expected dividends. See paragraph 47(d) of SFAS No. 123.

Note 6. Kent Educational Services, Inc.

5. We note from your response to prior comment 9 that you recorded
goodwill of $90,000 due to the acquisition of Academy assets.
Please
explain in detail why no identifiable intangible assets other than
goodwill were recognized in connection with the acquisition of
these
two entities. Your response should explain why you believe there
are
no other intangible assets such as customer relationships,
customer
lists, customer contracts, online computer system, "rep"
agreements,
trade names, computer software and/or maintenance and service
contracts or similar assets, recognized in connection with this
acquisition. In addition, please tell us the factors that
contributed
to a purchase price that resulted in recognition of goodwill.
Refer
to the requirements of paragraph 51b of SFAS No.141 and EITF 02-
17.
Additionally, please revise Note 6 to disclose the information
included in your response to our comment 9.

Note 16.  Unaudited Pro Forma Financial Information

6. We note from your response to prior comment 12 that you have
revised Note 16 to include proforma statements of operations for
both
years ended December 31, 2003 and 2004.  Please revise to include
only a proforma statement of operation for the year ended December
31, 2004.  See Item 310(d)(2)(i) of Regulation S-B.  Additionally,
please tell us and disclose how the amounts of adjustment (g)
related
to the general and administrative expenses of Cortech, and
adjustment
(i) related to the minority interest in Cortech, were calculated
or
determined.

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

As appropriate, please respond to these comments via EDGAR within
15
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.

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.
October 11, 2005
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