UNITED STATES

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): ~~August~~December 226, 2011.

KENT INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation)



0-20726 (Commission File Number)		20-4888864 (IRS Employer Identification No.)



7501 Tillman Hill Road, Colleyville, Texas		76034
(Address of principal executive offices)		(Zip code)



Registrant’s telephone number, including area code		(682) 738-8011

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.f13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8 3.0103 ~~Other~~Material ~~Events~~Modification of Rights of Security Holders

~~FOR~~On ~~IMMEDIATE~~December ~~RELEASE~~6, 2011, Kent International Holdings, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada, effectuating a one-for-950,000 reverse stock split. Fractional shares of those stockholders who owned fewer than 950,000 pre-split shares of common stock will be redeemed for cash consideration of $2.50 per pre-split share. The reverse stock split was previously approved by the stockholders owning a majority of the shares of the common stock of the Company.

~~(Colleyville,~~Prior ~~Texas)~~to ~~Kent~~the ~~International~~filing ~~Holdings~~of ~~Inc. (Pink Sheets: KNTH) (~~the ~~“Company”~~Amendment, orthere ~~“KNTH”)~~were ~~announced today that on August 22~~3, ~~2011~~555,488 itshares ~~filed~~of ~~its~~common ~~Schedule 14C~~stock ~~Preliminary~~(pre-split) ~~Information~~issued ~~Statement~~and ~~with~~outstanding ~~the~~owned ~~United~~by ~~States~~approximately ~~Securities~~367 ~~and~~stockholders ~~Exchange~~of ~~Commission~~record. (Following the ~~“SEC”)~~filing inof ~~connection~~the ~~with~~Amendment, awhich ~~proposed~~was ~~“going~~effective ~~private”~~upon ~~transaction. The~~filing, ~~proposed~~there ~~transaction~~are ~~involves~~2 anshares ~~amendment to the Company’s Articles~~ of ~~Incorporation~~common ~~to effect a one-for-950,000 reverse~~ stock ~~split. If~~issued ~~implemented,~~and ~~fractional~~outstanding ~~shares~~owned ~~will~~by beone ~~redeemed~~stockholder byof ~~the~~record ~~Company~~as ~~for~~of ~~cash~~midnight ~~consideration~~MST ofon ~~$2.50 per~~December ~~pre-split~~6, ~~share~~2011.

~~The~~As ~~reverse stock split will be effective upon the filing of~~ a ~~Certificate~~result of ~~Amendment to~~ the ~~Company’s~~reverse ~~Articles~~stock ~~of Incorporation with the Secretary of State of Nevada~~split, ~~which~~ the Company ~~estimates~~may toand ~~occur~~will inde-register ~~October 2011. The Company intends to terminate the registration of its common stock~~ under the Securities Exchange Act of 1934, ~~and thereby end the Company’s reporting obligations~~ as ~~a public company under the United States securities laws~~amended, ~~including~~and ~~the~~its ~~filing~~shares ofwill ~~annual~~no ~~and~~longer ~~periodic~~be ~~reports~~quoted ~~under~~for ~~Section 13~~trading ofon ~~the~~The ~~Exchange~~Pink ~~Act~~Sheets.

~~The~~Item 9.01. ~~reverse stock split and the purchase of fractional shares have been approved by the sole stockholder, Kent~~ Financial ~~Services,~~Statements ~~Inc., which owns a majority of the issued~~ and outstanding shares of the Company. This majority stockholders’ approval has been reported in the Schedule 14C Preliminary Information Statement filed with the SEC on August 22, 2011. No further stockholder proxies or stockholder approval will be required.Exhibits

Nevertheless, the Company may abandon the reverse stock split or change the ratio of the reverse stock split before the Closing, if abandoning or modifying the terms of the reverse stock split is in the best interests of the Company and the best interests of the stockholders.(d) Exhibits

The Company’s stock transfer agent, American Stock Transfer & Trust Company, LLC, will start mailing the definitive Information Statement to all stockholders, once approved by the SEC, which is expected to be late September, 2011 or early October, 2011. Copies of above-described SEC filings and detailed shareholder instructions are available at www.sec.gov.


Exhibit No.				Description
3.1				Certificate of Amendment to Articles of Incorporation of Kent International Holdings, Inc., effective as of December 6, 2011

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.

	KENT INTERNATIONAL HOLDINGS INC.
Date: August 22, 2011	By:	/s/ Paul O. Koether
Date: December 7, 2011	By:	/s/ Paul O. Koether
		Paul O. Koether
		Chairman and CEO
		President and CEO

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