KENT FINANCIAL SERVICES INC
8-K, 1996-12-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report: (Date of earliest event reported)              December 9, 1996


                          Kent Financial Services, Inc.
             (Exact name of registrant as specified in its charter)



       Delaware                     1-7986                     75-1695953
   (State of other               (Commission               (I.R.S. Employer
    jurisdiction of               File Number)              Indentification No.)
    incorporation)


           376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
              (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (908) 234-0078




<PAGE>

Item 4. Changes in Registrant's Certifying Accounts
- ----------------------------------------------------

     On December 9, 1996, Kent Financial Services,  Inc. (the "Company") engaged
Deloitte & Touche LLP as its  certifying  accountant  for the 1996 fiscal  year,
thereby replacing Coopers & Lybrand L.L.P.  ("C&L").  The change was approved by
the Company's Board of Directors.

     No report on the financial  statements of the Company  issued by C&L during
the last two fiscal years contained an adverse opinion or disclaimer of opinion,
or was  qualified  or modified  as to  uncertaintly,  audit scope or  accounting
principles,  nor were there any  disagreements  during the last two fiscal years
through December 9, 1996,  between C&L and the Company  concerning any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which disagreements if not resolved would have required C&L
to make reference to the subject  matter thereof in connection  with its report.
During the last two  fiscal  years and  through  December  9, 1996,  none of the
events  listed in items (1) through (3) of Item  304(b) of  Regulation  S-B have
occurred;  and during such period the Company has not consulted  with Deloitte &
Touche LLP regarding  any matter  referred to under  paragraphs  (i) and (ii) of
Item 304(a)(2) of Regulation S-B.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
        ------------------------------------------------------------------

     (c)       Exhibits
     
     16.1      Letter of Coopers & Lybrand L.L.P., independent accountants,
               dated December 13, 1996  pursuant to Item 304(a)(3) of Regulation
               S-B.


<PAGE>




                                   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 hereunto duly authorized.

Dated:    December 13, 1996


                                                KENT FINANCIAL SERVICES, INC.




                                                /s/ Mark Koscinski
                                                -------------------------------
                                                By: Mark Koscinski
                                                    Vice President



                            COOPERS & LYBRAND L.L.P.
                         Morris County Financial Center
                                 One Sylvan Way
                          Parsippany, New Jersey 07054

                            (201) 829-9000 telephone
                            (201) 829-9313 facsimile



                                             December 13, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

We have  read  the  statements  made  by Kent  Financial  Services,  Inc.  (copy
attached),  which we understand will be filed with the  Commission,  pursuant to
Item 4 of Form 8-K,  as part of the  Company's  Form 8-K report for the month of
December  1996. We agree with the  statements  concerning  our Firm in such Form
8-K.
                                             Very truly yours,



                                             /s/ Coopers & Lybrand, L.L.P.
                                             ----------------------------------
                                             Coopers & Lybrand, L.L.P.

Attach.












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