U.S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                           FORM 10-KSB

(MARK ONE)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      FOR THE FISCAL YEAR ENDED  JUNE 30, 2001

                            OR

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
      FROM _________ TO ________


                       COMMISSION FILE NO.

                   PROVIDENTIAL HOLDINGS, INC.
    ----------------------------------------------------------
          (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

NEVADA                                                 13-3121128
-----------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)


8700 WARNER AVENUE, SUITE 200, FOUNTAIN VALLEY, CA          92708
-----------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                          (714) 596-0244
                    ISSUER'S TELEPHONE NUMBER

   SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

NAME OF EACH EXCHANGE                TITLE OF EACH CLASS:
ON WHICH REGISTERED:
     NONE                                         NONE

        SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE
     ACT:  NONE


Check whether the issuer (1) has 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 Company was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                         YES [ ]            NO [X]

Check if disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State the issuer's revenues for the six months ended 6/30/2001:
$659,547

The aggregate market value of the voting and non-voting equity
held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked
price of such common equity, as of November 26, 2001 was
$28,032,869 based on a price of $1.00 per share.

The number of shares of  Common Stock, $.04 par value per share,
outstanding as of November 26, 2001 was: 39,832,869 shares
(including 11,800,000 treasury shares).

Transitional Small Business Disclosure Format (check one):
YES [ ]      NO [X]


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS REPORT CONTAINS  STATEMENTS THAT ARE  FORWARD-LOOKING AND
ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.  WHEN  USED  IN  THIS
REPORT,   THE  WORDS  "BELIEVES,"  "PLANS," "ESTIMATES,"
"EXPECTS,"  "INTENDS,"  "ANTICIPATES,"  "MAY,"  "WILL,"
"SHOULD," "COULD," "FORTHCOMING,"  "UPCOMING" AND SIMILAR
EXPRESSIONS, TO THE EXTENT USED, ARE INTENDED TO IDENTIFY
FORWARD-LOOKING  STATEMENTS.  ALL FORWARD-LOOKING  STATEMENTS ARE
BASED LARGELY ON CURRENT  EXPECTATIONS AND BELIEFS  CONCERNING
FUTURE EVENTS THAT ARE SUBJECT  TO  SUBSTANTIAL  RISKS AND
UNCERTAINTIES.  ACTUAL  RESULTS  MAY DIFFER MATERIALLY  FROM  THE
RESULTS  SUGGESTED  HEREIN.  FACTORS  THAT  MAY  CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED TO,
THE COMPANY'S ABILITY TO  DEVELOP AND SUCCESSFULLY  MARKET THE
PRODUCTS AND SERVICES  DESCRIBED IN THIS REPORT (AND THE COSTS
ASSOCIATED  THEREWITH);  THEIR  ACCEPTANCE IN THE MARKETPLACE;
TECHNICAL  DIFFICULTIES OR ERRORS IN THE PRODUCTS AND/OR
SERVICES; MARKET  PRESSURE  TO  LOWER  SUBSTANTIALLY  COMMISSIONS
ON  THE  EQUITY  TRADES DESCRIBED AS A RESULT OF SUCH  SERVICES
BEING  PROVIDED AT LOW OR NO ADDITIONAL COSTS BY BROKERAGES,
FINANCIAL  INSTITUTIONS  AND OTHER FINANCIAL  COMPANIES TO THEIR
CUSTOMERS,  OR FOR OTHER MARKET REASONS; THE COMPANY'S CUSTOMER
AND ACTIVE PROSPECT BASE CONTAINING A SUBSTANTIALLY LOWER NUMBER
OF INTERESTED  CUSTOMERS THAN THE COMPANY ANTICIPATES;  THE
FAILURE TO CONSUMMATE THE PENDING JOINT VENTURES AND ACQUISITIONS
AT ALL (OR ON A TIMELY BASIS) DUE TO VARIOUS REASONS;  DIFFICULTY
INTEGRATING OR MANAGING MULITPLE COMPANIES FROM  TECHNOLOGY,
OPERATIONAL  AND MARKETING  ASPECTS;  POTENTIAL NASD OR OTHER
BROKER-DEALER  REGULATORY ISSUES ARISING FROM THE MERGER AND/OR
THE CONDUCT OF A BROKERAGE BUSINESS;  THE SUCCESS (AND COST) OF
NEW  MARKETING  STRATEGIES  AS A RESULT  OF THE  MERGER;
UNFAVORABLE  CRITICAL  REVIEWS;  INCREASED  COMPETITION
(INCLUDING  PRODUCT  AND PRICE COMPETITION);  THE LEVEL OF
MARKET  DEMAND  FOR REAL-TIME  DECISION  SUPPORT  TOOLS,  REAL-
TIME  DATA AND/OR  ON-LINE  BROKERAGE SERVICES  AND/OR  WEBSITE
SERVICES  GENERALLY;  ENTRANCE  OF NEW  COMPETITORS  INTO  THE
MARKET;  TIMING  AND  SIGNIFICANCE  OF ADDITIONAL  NEW  PRODUCT
AND  SERVICE  INTRODUCTIONS  BY THE  COMPANY  AND  ITS
COMPETITORS; GENERAL  ECONOMIC  AND  MARKET  FACTORS,   INCLUDING
CHANGES  IN SECURITIES AND FINANCIAL  MARKETS;  TECHNOLOGY
OBSOLESENCE, THE ADEQUACY OF WORKING CAPITAL,  CASH FLOWS AND
AVAILABLE FINANCING TO FUND THE COMPANY'S BUSINESS MODEL AND THE
PROPOSED ACQUISITIONS OR INVESTMENTS ;  AND OTHER  RISKS AND
UNCERTAINTIES  INDICATED THROUGHOUT THIS REPORT AND FROM  TIME TO
TIME IN THE  COMPANY'S RELEASES AND FILINGS  INCLUDING WITHOUT
LIMITATION FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

As  used in this  report,  the  terms  "we,"  "us,"  "our,"  the
"Company"  and "Providential Holdings"  mean Providential
Holdings,  Inc. and the term "common stock" means  Providential
Holdings, Inc.'s  common  stock,  $.04 par  value  per share
(unless context indicates a different meaning).



























     PART I


ITEM 1. BUSINESS OVERVIEW

INTRODUCTION

Providential Holdings, Inc., ("Providential") a diversified
holding company, is engaged in financial services, merger and
acquisition advisory and consulting services, imports and
exports, emerging markets, and technologies including plan to
manufacture liquid crystal display (LCD) products.

The company's objective is to develop, operate and participate in
selected businesses chosen to strategically utilize its existing
and future distinctive competencies and generate attractive
risk-adjusted rates of return for its shareholders and investors.

BACKGROUND

Providential Holdings, Inc. ("Providential") was organized under
the laws of the State of Nevada on June 8, 1982 under the name of
JR Consulting, Inc. The company changed its name to Providential
Securities, Inc., a Nevada corporation, on January 12, 2000
subsequently changed its name to Providential Holdings, Inc. on
February 9, 2000. From its inception through September 7, 1995,
the Company generated nominal revenues and did not actively
engage in business. Prior to the corporate combination agreement
with Providential Securities, Inc., JR Consulting had an
operating subsidiary, Diva Entertainment, Inc ("Diva"), which
operated two modeling agencies, one in New York and one in
California.

Providential Securities, Inc., a California Corporation
("Providential Securities") was incorporated in the State of
California on October 8, 1992.  It operated a securities
brokerage service in California, New York and Oregon.  The
principal markets for Securities' services were individual
investors who were located throughout the United States.
Providential bought and sold securities for its customers through
a number of different markets, utilizing a brokerage
clearinghouse to transact the trades. Subsequent to year-end, due
to the results of an NASD examination, Providential Securities
has ceased its operations in the securities brokerage business.

Since November 2000, the Company has restructured its primary
scope of business to include the following areas: (1)
Technologies, (2) Merger and acquisition advisory and consulting
services, (3) Financial services, (4) Trade commerce, and (5)
Emerging markets.



REORGANIZATION

On October 28, 1999 JR Consulting entered into a corporate
combination agreement (the "Agreement") with Providential
Securities, whereby JR Consulting acquired all the outstanding
shares of Providential Securities in exchange for 20,000,000
shares of JR Consulting (then renamed Providential) common stock.
The transaction was consummated on January 14, 2000. In addition,
as a covenant under the Agreement, Providential was required to
enter into an agreement to sell to Havilland Limited all of the
shares of Diva owned by Providential as well as to assign all of
its rights, title and interest in an Option Agreement to
Havilland Limited. JR Consulting's officers and directors
resigned from their positions and the shareholders of
Providential Securities assumed control of the two entities
(together as "the Company"). The shares issued in the merger are
restricted against resale pursuant to the provisions of federal
and state securities laws. Providential Securities's shareholders
of record as of the closing date owned approximately 75% of
Providential's common stock.  The acquisition has been treated as
a capital transaction in substance, rather than a business
combination, and was deemed a "reverse acquisition" for
accounting purposes.   Accordingly, Providential Securities was
the accounting acquirer and the historical financial statements
prior to January 14, 2000 were those of Providential Securities.
In the accompanying financial statements, the capital structure
and losses per share of Providential Securities have been
retroactively restated to reflect the acquisition as if it
occurred at the beginning of the period. The operations of
Providential have been included with those of Providential
Securities from the acquisition date.

The sale of Diva was concluded on June 30, 2000, at which time
all of the shares of Diva owned by Providential as well as all of
its rights, title and interest in the Option Agreement were
exchanged for assignment to and assumption by Havilland Limited
of the amounts due by Providential to officers of the Company
amounting to $617,781, the amounts due to Providential from Diva
amounting to $94,843 and the return of 135,000 shares of common
stock of Providential owned by Havilland.  The total gain
resulting from the sale of Diva of approximately $1.2 million was
considered in the allocation of the purchase price to the assets
and liabilities of Providential.  Included in the total gain of
$1.2 million was Diva's net profit of $245,606 earned during the
interim holding period from January 14, 2000 to June 30, 2000.


BUSINESS RESTRUCTURING

Since the discontinuance of its securities brokerage operations
in October 2000, the Company has restructured its primary scope
of business to include the following areas: (1) Technologies, (2)
Merger and acquisition advisory and consulting services, (3)
Financial  services, (4) Trade commerce, and (5) Emerging
markets. Events and developments relating to these areas are
described in more detail below.

SUBSIDIARIES:

PROVIDENTIAL CLEARING, INC.

During February 2000 the Company formed a California corporation,
Providential Clearing, Inc. as a vehicle to effectuate the
purchase of a self-clearing broker-dealer and to operate a
securities clearing firm.  As of June 30, 2000 this subsidiary
has no operations.

PROVIDENTIAL ADVISORY SERVICES, INC.

Providential Advisory Services, Inc. (Providential Advisory
Services) was formed in February 2000 as a California
corporation. Its mission is to create distinctive value and
enrich client's lives by providing high quality investment
advisory services that help improve their asset value over time.
Providential Advisory Service is currently in the process of
registering with the appropriate jurisdictions to become a
Registered Investment Advisor. Providential Advisory Service will
seek to provide investment advisory services to individual and
institutional clients for both short-term and long-term results.
Providential Advisory Services' planned web site address is
www.Adviserpros.com. The Company purchased 60 percent of the
outstanding shares of this entity in July 2001 for $1,000. As of
the date of this report this corporation has had no sales, cost
of sales or gross profit.

NEW DIVISION:

PROVIMEX

Provimex is a wholly-owned division of the Company originally
formed on April 10, 2001 under the name "Providential Imex", to
focus on trade commerce with Vietnam. This division changed its
name to Provimex on July 5, 2001. Provimex is expected to
generate revenues and profits for the Company through the
exporting and importing of industrial and consumer goods. The
Company believes that its trade commerce business will grow
substantially as a result of the ratification of the Trade
Agreement between Vietnam and the United States.  As of the date
of this report the Company has received some orders for importing
and exporting of goods but no transactions have been completed
yet.  The Company is expecting to start generating revenues from
this division in the near future.

INVESTMENTS:

INVESTMENT IN POSTYOURHOME.COM

On April 3, 2000 the Company purchased 25 percent of the
outstanding shares of an unrelated startup company,
Postyourhome.com for $5,000.  The shares may not be transferred
without an effective registration with the United States
Securities and Exchange Commission.  This investment is being
accounted for using the equity method.  As of June 30, 2001
Postyourhome.com had no sales, cost of sales or gross profit,
resulting in a loss from continuing operations and net loss.  The
Company's share of the investee's net loss for the year ending
June 30, 2001 and the six months ending June 30, 2000 is
reflected in the accompanying financial statements and
accordingly, this investment is recorded at no value as required
by the equity method of accounting.

INVESTMENT IN PROVIDENTIAL TECHNOLOGY, INC.

The Company purchased less than 10 percent of the outstanding
shares of Providential Technology, Inc.  This corporation was
engaged in software development for financial service providers.
The Company provided the initial funding of $165,000 for
Providential Technology to develop a market-timing program and an
online trading platform for equities. These projects were
discontinued in October 2000 due to lack of additional funding.
This investment has been recorded at no value and any funds
invested into this corporation have been written off in the
accompanying financials.


AGREEMENTS:

AGREEMENT WITH DATALOGIC CONSULTING, INC.

Datalogic Consulting, Inc., a Texas corporation, is an IT
consulting firm and a SAS Institute Quality Partner. The Company
has assisted Datalogic in connection with its merger plan with
Topclick International, Inc. and other development strategies. On
April 25, 2001, but effective April 18, 2001, Datalogic
Consulting, Inc. and the Company entered into an agreement
whereby the Company would receive 10 percent equity in the new
company that would result from the consummation of the proposed
merger between Datalogic Consulting, Inc. and Topclick
International, Inc. The merger plan between Datalogic and Toplick
was consummated on July 20, 2001.  The fee for the merger and
acquisition consulting services the Company performed resulted in
2,666,922 shares of Datalogic International, Inc. (the new name
for Topclick International, Inc.).  The Company has received 1.2
million shares as of the date of this report.


AGREEMENT WITH INTERNATIONAL CENTER FOR TRAINING AND CONSULTING,
VIETNAM'S MINISTRY OF TRADE AGREEMENT

International Center for Training and Consulting (ICTC) is an
organization under the Ministry of Trade of Vietnam that promotes
economics, trade, investment and training activities between
Vietnam and foreign organizations. Providential Holdings, Inc.
and ICTC signed an agreement in March 2001 to cooperate in the
areas of trade, economics, and technology. ICTC is responsible
for representing Providential Holdings in connection with
appropriate Vietnamese organizations, businesses, and individual
businessmen and investors in Vietnam. ICTC will also perform
consulting services and provide information on various economic,
trade and investment projects as may be required by Providential.
Fees between the parties will be negotiated on an as project
basis.  As of the date of this report, there have been no
projects completed, except for a pending proposal to acquire 60%
of Delta Co, Ltd., a manufacturer of electric bicycles in Ho Chi
Minh City, Vietnam.


AGREEMENT WITH CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE,
VIETNAM

The Company has entered into an agreement with Chu Lai Industrial
Zone (the "Chu Lai Zone") Authority, Quang Nam Province, Central
Vietnam, to develop this industrial and export processing zone,
to upgrade a paper mill, and to implement two to five investment
projects in Chu Lai by the end of 2002.  On May 4, 2001, the
government of Vietnam approved a $50 million infrastructure
development program targeting the Chu Lai Zone. Construction
began on May 18, 2001.

Chu Lai is centrally located near three Southeast Asian nations
and is convenient to Vietnam's Highway One, the Trans-Viet
Railroad, an international port suitable for ocean-going ships
and a major airport. Part of the overall plan that includes
27,000 acres, the North Chu Lai Industrial Zone has set aside 740
acres for facilities engaged in paper products, agricultural,
maritime and forest products, consumer electronics, leather and
footwear manufacturing, food and beverage operations and
glassware and crystal fabrication.

Foreign investment entities approved for development projects in
the Chu Lai Industrial Zone enjoy opportunities to lease land at
$0.001 per square foot/year, to secure 50-year leases renewable
for 20 years, plus exemptions from national and provincial land
use taxes, a 10-year income-tax holiday, and exemptions from
export taxes from two to four years, based on the size of the
investment made.

According to this agreement, the Chu Lai Zone will provide the
necessary infrastructure and the Company will be the manager
organizing the different companies that will operate their
businesses at this location.

AGREEMENT WITH LEXOR INTERNATIONAL, INC.

On October 9, 2001, the Company entered into an agreement to
provide merger and acquisition consulting services to Lexor
International, Inc., a Maryland corporation, and to assist Lexor
in its business combination plan with Pan_American Automotive
Corporation, a Delaware corporation. According to the agreement,
the Company will be receiving 10% equity interest in the
resulting company as compensation for its advisory and consulting
services. On October 22, 2001, Pan_American signed a definitive
agreement to acquire 100% of Lexor in exchange for stock in
Pan_American. This transaction was closed on November 5, 2001.
The Company is entitled to receive 24,761,900 restricted shares
of Pan_American Automotive Corporation's common stock (after a
seven_to_one reverse split)as a result of this transaction.

Lexor International, Inc. is a leading manufacturer and supplier
of premium pedicure spa products. The Company is positioned to
provide other product lines to the US and international beauty
care industry. Headquartered in Baltimore, Maryland, Lexor
International, Inc. also operates its own manufacturing
facilities in Vietnam, an emerging market with high potential for
growth.

LETTERS OF INTENT:

LETTER OF INTENT WITH EPICENTER, INC.

Epicenter, Inc., a California corporation, was founded in
December 1998 as a California corporation. It develops hardware
and software solutions for the Information Technology markets.
Epicenter's initial product, Centerpoint, is an innovative
Keyboard, Video and Mouse (KVM) device used to control up to
sixteen computers from a centralized command console. The primary
market for this device will be data centers maintaining high
numbers of server-based systems for both Internet and enterprise
applications. Epicenter has filed for a patent in order to
protect its Intellectual Property and design concepts.

While KVM switch products are available from Epicenter's
competitors, Epicenter's unique product is the only 16-port
switch that incorporates a keyboard, mouse and flat panel display
in a compact, cost-effective unit that can be rack-mounted
consuming a mere 1.75 inches (1U) of height within the rack.
Epicenter currently is in the process of releasing other
products: Centercade, which expands Centerpoint control to 256
servers; and Centerview a sleek 1U keyboard, mouse and TFT
drawer. Epicenter, Inc. has entered into a strategic relationship
with Microsoft and APW while continuing to develop alliances with
key distributors and OEMs.

On October 31, 2000 the Company entered into a Letter of Intent
to acquire approximately a 25% stake in Epicenter, Inc. through a
proposed investment of up to $2,000,000 into Epicenter, Inc.'s
common stock and Series B preferred stock. This Letter of Intent
will expire on December 31, 2001. The Company has performed the
required due diligence on Epicenter, Inc.; however, the
consummation of this proposed transaction is subject to the
signing of a definitive agreement between Epicenter, Inc. and the
Company, and the availability of funds according to a mutually
agreeable schedule.

LETTER OF INTENT WITH VINET COMMUNICATIONS, INC.

Established in 1996, Vinet Communications is a leading
full-service IT solutions provider that furnishes web hosting,
web design, software programming, project management and other IT
services to both the ethnic and mainstream markets.  The Company
entered into a Letter of Intent in January 2001 to acquire a
majority interest and ultimately 100% of Vinet Communications for
a combination of cash and stock.  No agreement has been
consummated as of the date of this report.

LETTER OF INTENT WITH GLOBAL SYSTEMS AND TECHNOLOGIES CORP, INC.

On October 18, 2001, the Company entered into a Letter of Intent
to acquire 100% of Global Systems and Technologies Corp, Inc., a
Maryland corporation, for $5.0 million payable in a combination
of cash, debt and stock of the Company. The closing of this
transaction is expected to occur by December 14, 2001, subject to
a satisfactory due diligence process, signing of a definitive
agreement between the two companies and sufficient financing.
Founded in January 1995, Global Systems & Technologies Corp.
Inc.,  a leading Internet_based provider of mobile computing
products and services for the mobile computing industry, is
dedicated to dramatically improving mobile computing and remote
data management through its enabling technology platform,
delivered in an application service provider (ASP) model. Global
Systems & Technologies Corp. delivers leading_edge hardware and
software mobile computing products called RemoteAccess
(www.expomation.com) for clients to create virtual dataflow and
manage their back office operations online.

Existing Global Systems & Technologies Corp. customers include
Advanstar Communications, Reed Exhibition Companies,
International Data Group (IDG), Penton Publications, Crain
Communications, National Association of Broadcasters (NAB),
Newspaper Association of America (NAA), National Association of
Chain Drug Stores (NACDS), Greater Washington Society of
Association Executives (GWSAE), the Society of Manufacturing
Engineers and many others.  The company's Web site is at
http://www.globalsystech.com.

LETTER OF INTENT WITH ESTATE PLANNING AND INVESTMENT COMPANY

On November 7, 2001 the Company entered into a Letter of Intent
to acquire Estate Planning and Investment Company (EPICO), a
California corporation, for $1,000,000 in cash and an option to
purchase 1,000,000 shares of common stock of the Company at the
price of $0.25 per share. This transaction is expected to be
completed by February 15, 2002, subject to satisfactory due
diligence, the signing of a definitive agreement and the
availability of funds. EPICO engages in the business of estate
planning and sale of insurance investments.

LETTER OF INTENT WITH XMS EQUIPMENT, LLC

On November 27, 2001 the Company signed a Letter of Intent to
acquire 75% of the outstanding capital stock of XMS Equipment,
LLC, an Arizona limited liability company, for $1,200,000 in
cash. This transaction is expected to be completed by February
28, 2002, subject to satisfactory due diligence, the signing of a
definitive agreement and the availability of funds.

XMS Equipment, LLC specializes in providing repair and
manufacturing services for the mining industry located throughout
the United States and in other foreign countries including, but
not limited to, Canada, Chile, and Australia.

JOINT VENTURES:

JOINT VENTURE AGREEMENT WITH BOXO, INC.

Established in 1996 as a California corporation, Boxo, Inc. has
four divisions: (1) Boxo Electronics focuses on manufacturing and
distributing of innovative consumer electronic products such as
MP3 Players, DVD Players, etc.; (2) Boxo IT provides web-based
applications; (3) Allpaq Technologies Corporation specializes in
manufacturing and distribution of TFT LCD monitors, All-in-One
PC, and other hi-tech products; and (4) the Import & Export
Division caters to the US government markets.

On December 20, 2000, the Company entered into a Letter of Intent
to acquire a 40% equity interest in Boxo, Inc. for a combination
of cash and stock. This letter of intent was later extended on
January 6, 2001. This letter of intent has expired and no
agreement has been consummated as of the date of this report.

On February 28, 2001, but effective as of January 4, 2001, the
Company signed a joint venture agreement with Boxo and Mimi Ban,
CEO of Boxo, whereby Boxo would transfer the liquid crystal
display (LCD) technologies to Providential for the purpose of
setting up and operating one or more LCD manufacturing plants in
Vietnam. According to the joint venture agreement, Boxo will
share 30% and Providential will share 51% in the net profits,
respectively, generated from any and all LCD plant(s) that will
have been established in Vietnam and elsewhere as a result of
this agreement. This joint venture agreement was terminated on
November 23, 2001 and superseded by a new joint venture agreement
between Mimi Ban and the Company as described below and in Note
22 of the accompanying financial statements.

JOINT VENTURE AGREEMENT WITH HTV CO., LTD - MANNA TECHNOLOGIES

The Company entered into a Joint Venture Agreement with HTV Co.,
Ltd. of Ho Chi Minh City, Vietnam in January 2001 to form Manna
Technologies for the purpose of manufacturing LCD products. Manna
Technologies received its permit from the Vietnamese government
in March 2001. The manufacturing plant is to be located in Long
Binh, Bien Hoa City, Dong Nai Province, Vietnam. The Company is
committed to assist in funding the cost of the plant, which is
expected to be approximately $35 million. The construction has
not started and is expected to take at least nine months to
complete. Management estimates that, once established, the plant
may generate up to $500 million in revenues by its third year of
operation.

JOINT VENTURE AGREEMENT WITH MIMI BAN

On November 27, 2001 by effective November 23, 2001, the Company
signed a joint venture agreement with Mimi Ban, an individual,
whereby Mimi Ban would transfer the liquid crystal display (LCD)
technologies to Providential for the purpose of setting up and
operating one or more LCD manufacturing plants in Vietnam.
According to the joint venture agreement, Mimi Ban will share
30%, Providential Holdings, Inc. will share 60% and other
business partners and investors, including HTV Co., Ltd., will
share 10% of the net profits that will be generated from any and
all LCD plant(s) that will be established in Vietnam and
elsewhere as a result of this agreement. This joint venture
agreement supersedes all prior agreements, arrangements and
covenants, including but not limited to the Joint Venture
Agreement between Boxo, Inc. and the Company dated January 4,
2001 and the Letter of Intent between Boxo, Inc. and the Company
dated December 20, 2000 and any amendment thereof. As of the date
of this report there have been no manufacturing plants operating
or has been set-up.

SPECIAL NOTE ON ACQUISITIONS

The Company is in the process of evaluating various opportunities
and negotiating to acquire other companies and technologies.
Acquisitions entail numerous risks, including difficulties in the
assimilation of acquired operations and products, diversion of
management's attention from other business concerns, amortization
of acquired intangible assets and potential loss of key employees
of acquired companies. We have limited experience in assimilating
acquired organizations into our operations. Although potential
synergy may be achieved by acquisitions of related technologies
and businesses, no assurance can be given as to the Company's
ability to integrate successfully any operations, personnel,
services or products that have been acquired or might be acquired
in the future. Failure to successfully assimilate acquired
organizations could have a material adverse effect on the
Company's business, financial condition and operating results.


STRATEGY

Providential Holdings' strategy is to:

      1. Identify, build, acquire and deploy valuable resources
with distinctive competitive advantages;

      2. Identify, evaluate, participate and compete in
attractive businesses that have large, growing market potential;

      3. Design and implement best-of-breed management systems;
and

      4. Build an attractive investment that includes points of
exit for investors through capital appreciation or public
offerings of individual business units.

ITEM 2. DESCRIPTION OF PROPERTIES

Property and equipment at June 30, 2001 consist of the following:

    Furniture and equipment:           $111,273
    Automobiles:                         81,103
                                       ---------
                                       $192,376
    Less: Accumulated depreciation     (109,101)
                                       ----------
    Net:                               $ 83,275
                                       ==========
The Company depreciates its furniture, equipment and automobiles
on a straight-line basis over an estimated useful life of 5
years.

Depreciation and amortization expense was $132,950 and $66,288
for the twelve and six months ended June 30, 2001 and June 30,
2000, respectively.

At the end of September 2000 the Company completed the sale of a
residential condo used for accommodating business guests.  The
Company recognized a gain, net of broker and escrow fees, of
$4,254 on the sale.

On June 22, 2001 the Company completed sale of its corporate
office building.  The Company recognized a gain, net of broker
and escrow fees, of $546,925 on the sale.  The Company currently
leases its office space from the new owners at $4,263 per month.

ITEM 3. LEGAL PROCEEDINGS AND ARBITRATIONS

Other than as set forth below, the company is not a party to any
material pending legal proceedings and, to the best of its
knowledge, no such action by or against the company has been
threatened. The majority of the legal proceedings and arbitration
cases are related to the discontinued operations of Providential
Securities, Inc.


LEGAL PROCEEDING SETTLED AND UNPAID AS OF YEAR-END:

QUANG VAN CAO AND NHAN THI NGUYEN CAO VS. PROVIDENTIAL
SECURITIES, INC. ET AL.

This case was originally submitted to Orange County Superior
Court, CA on June 25, 1997, Case No. 781121, and subsequently
moved to NASD Dispute resolution for arbitration. On or about
August 24, 2000, the Company's legal counsel negotiated with the
Claimant's counsel and unilaterally reached a settlement that had
not been approved by the Company. While the Company was in the
process of re-negotiating the terms of said settlement, the
Claimants filed a request for arbitration hearing before the
National Association of Securities Dealers on October 4, 2000,
Case No. 99-03160. Thereafter, the Claimants filed a complaint
with the Orange County Superior Court, CA on October 31, 2000,
Case No. 00CC13067 for alleged breach of contract for damages in
the sum of $75,000.00 plus pre-judgment interest, costs incurred
in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached a
settlement agreement with the Claimants whereby the Company would
pay the Claimants a total of $62,500.00 plus $4,500.00 in
administrative costs by August 7, 2001. Since the Company failed
to pay the Claimants the settlement amounts by the deadline, it
agreed to entry of judgment for $77,500.00.  The late settlement
amount of $77,500 has been accrued in the accompanying
consolidated financial statements.

PENDING LITIGATION:

CONSECO FINANCE VENDOR SERVICES CORPORATION FKA GREEN TREE VENDOR
SERVICES CORPORATION VS. PROVIDENTIAL SECURITIES, INC., HENRY D.
FAHMAN AND TINA T. PHAN

In September 1997 Providential Securities, Inc. entered into a
written Lease Agreement to lease certain items of equipment from
Green Tree Vendor Services, in return for which Providential
Securities, Inc. agreed to pay thirty-six monthly installments,
each in the amount of $1,552. On or about September 12, 2000, and
subsequently, Providential Securities, Inc. was unable to make
the monthly payments to Claimant due to the lack of revenues
following the interruption and subsequent closure of its
securities brokerage operations.  (See Note 3) Claimant filed a
complaint for money with the Superior Court of the State of
California, County of Orange (Case No. 01CC02613) on February 23,
2001 seeking $39,102 plus interest thereon at the legal rate from
September 12, 2000. Providential Securities, Inc. intends to
settle this case.  The sought amount of $39,102 (excluding
interest) has been accrued in the accompanying consolidated
financial statements.

FRANCIS VAUSE, MARK VAUSE, FRANCIS VAUSE, JR., IAN VAUSE AND
MARGARET HODSON VS. JERSEY TRANSFER & TRUST COMPANY AND
PROVIDENTIAL HOLDINGS, INC.

Claimants filed a complaint with the United States District
Court, District of New Jersey (Case No. 00-4353(JAGF) on
September 6, 2000 seeking damages of $500,000 against Jersey
Transfer & Trust Company and Providential Holdings, Inc. for
refusing to remove the restrictive legends and register a total
of 568,332 shares of Rule 144 stock held by Claimants.
Providential Holdings, Inc. and Jersey Transfer & Trust Company
("Defendants") relied on representation by the former management
of JR Consulting, Inc., later changed to Providential Holdings,
Inc., that the captioned shares were not free of all encumbrances
and were issued for invalid consideration. Defendants are seeking
a dismissal of the case and may cross-claim against the
appropriate former management of JR Consulting, Inc. The sought
amount of $500,000 has been accrued in the accompanying
consolidated financial statements.

JAMES C.HU VS. MINGMAN HU AND PROVIDENTIAL SECURITIES, INC.

Mingman Hu was a registered representative with Providential
Securities, Inc. who served Claimant's investment account.
Claimant filed a complaint with the Los Angeles County Superior
Court, Northeast District on April 27, 2001 (Case No. G0027156)
seeking compensatory damages in the amount of $11,609.11 plus 12%
interest and emotional distress damages in excess of $50,000.00
for Mingman Hu's failure to honor her written agreement with
Claimant. Mingman Hu was an independent contractor with
Providential Securities, Inc. and was responsible for any alleged
claims by Claimant. Providential Securities, Inc. will vigorously
defend this case.  The sought amount of $61,609 has been accrued
in the accompanying consolidated financial statements.


LAWRENCE NGUYEN VS. HENRY D. FAHMAN, PROVIDENTIAL HOLDINGS, INC.
AND HUNG NGUYEN aka TONY NGUYEN

On December 19, 2000 Henry D. Fahman executed a Demand Promissory
Note and pledged 1,049,600 shares of common stock of Providential
Holdings, Inc. for a personal loan in the amount of $150,000 from
Claimant. This note was amended on February 22, 2001 to mature on
March 19, 2001. Henry D. Fahman repaid $25,000 to Claimant and
requested an extension for repayment of said note to July 15,
2001, which was agreed by Claimant and guaranteed by Mr. Derek
Nguyen, a mutual friend of both Claimant's and Henry D. Fahman's.
On May 31, 2001, Claimant filed a complaint with the Superior
Court of California, County of Orange, Central Justice Center
(Case No. 01CC07055) seeking $125,000 plus interest at the
highest rate allowed by law from and after December 19, 2000,
attorney fees and costs, exemplary and punitive damages, and
ownership of the pledged shares of common stock of Providential
Holdings, Inc. Henry Fahman is committed to repaying his personal
obligation to Claimant.  The Company has not accrued any amount
relating to this case in the accompanying consolidated financial
statements.

IMPERIAL BUSINESS CREDIT, INC. VS. PROVIDENTIAL SECURITIES, INC.,
TINA T. PHAN, TIMOTHY DACK FAHMAN, THEODORE DACK FAHMAN, AND
HENRY DACK FAHMAN.

On or about November 20, 1997, Nara Bank, N.A. and Providential
Securities, Inc. entered into a Written Lease Agreement
("Agreement") wherein Nara Bank, N.A. agreed to lease certain
computer equipment to Providential Securities, Inc. Thereafter,
the Agreement was assigned from Nara Bank, N.A. to Claimant's
Assignor Oak Financial Services. Thereafter, the Agreement was
assigned from Claimant's Assignor to Claimant. Pursuant to the
terms of the Agreement, Providential Securities, Inc. agreed to
pay Nara Bank, N.A. the sum of $1,187.40 per month for sixty
months. On or about September 15, 2000, and subsequently,
Providential Securities, Inc. was unable to make the monthly
payments to Claimant due to the lack of revenues following the
interruption and subsequent closure of its securities brokerage
operations.  (See Note 3) Claimant filed a complaint for money
with the Superior Court of the State of California, County of
Orange (Case No. 01CC07697) on June 14, 2001 seeking $30,873.40
plus interest thereon at the rate of ten percent (10%) per annum
from September 15, 2000. Providential Securities, Inc. intends to
settle this case.  The sought amount of $30,873 (excluding
interest) has been accrued in the accompanying consolidated
financial statements.

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

Claimant was a former employee of Providential Securities, Inc.
who was laid off in 2000 due to closure of business. The Claimant
complained to the Department of Industrial Relations (DIR) for
allegedly unpaid vacation and salaries. On June 13, 2001, the DIR
filed a request to enter a judgment against Providential
Securities, Inc. for $9,074 including wages and interest,
penalty, post hearing and filing fee. Providential Securities,
Inc. is appealing the request for judgment.  The sought amount of
$9,074 has been accrued in the accompanying consolidated
financial statements.

MARK TOW, ESQ. VS. PROVIDENTIAL HOLDINGS, INC.

This case is pre-arbitration. The Company hired Mark Tow, Esq. to
prepare an SB-2 Registration Statement and prepaid him $25,000 in
retainage. Because Mark Tow was unable to complete the work
according to schedule, the Company hired Stradling Yocca Carson &
Rauth to replace Mark Tow. Stradling Yocca Carson & Rauth
completed the SB-2 Registration Statement and filed with the SEC
on 9/28/2000. Mark Tow sent the Company a letter in June 2001
seeking a total of $75,000.00 for his allegedly rendered service.
The Company intends to vigorously defend this case.  The Company
has accrued $50,000 relating to this case in the accompanying
consolidated balance sheet since the original agreement with Mark
Tow was for a total service fee of $75,000 and the Company has
already paid $25,000 as a retainer to be offset against the total
fees.


ARBITRATION CASES

The Company has several arbitration cases against Providential
Securities, Inc. which have been settled but not paid as of
year-end relating to the day-trading operations of the Company.
The total settlement amount of these cases was $54,505.  This
amount has been accrued in the accompanying consolidated
financial statements.

The Company has several arbitration cases that are either pending
or in preliminary stages against Providential Securities, Inc.
relating to the day-trading operations and the ordinary course of
the discontinued securities brokerage business of the Company.
The Company intends to defend each of the matters vigorously but
may enter into a settlement where appropriate based on the
specific allegations involved and the potential cost to defend
the matter.  The total amount of damages sought by all the
claimants of these cases is $271,850.  This amount has been
accrued in the accompanying consolidated financial statements.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

     PART II


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

On June 29, 1995 Company's Common Stock began trading on the Over
the Counter Bulletin Board under the symbol "JRCI." until
December 12, 1999.  Since December 12, 1999, the Common Stock was
trading under the symbol "JRCIE." Following the corporate
combination with Providential Securities, Inc. that was
consummated on January 14, 2000, the Common Stock traded under
the symbol "PRVH," until October 20, 2000 when it traded under
the symbol "PRVHE" due to the delay in its filing of Form 10KSB
for the period ended June 30, 2000. From November 21, 2000 until
the date of this report, the Company's stock has been trading
under the symbol "PRVH" on the OTC Pink Sheets.  The following
sets forth the high and low prices of the Company's Common Stock
for the most recent month, most recent quarter and each quarter
during the preceding two fiscal years.

The market for the Company's common stock is extremely limited
and the prices for the Company's common stock quoted by brokers
is not necessarily a reliable indication of the value of the
Company's common stock.


Per Share Common Stock Prices by Quarter
     For the Most Recent Month and Quarter
                                                  High      Low

     Month Ended October 30, 2001                 0.850     0.850
     Quarter Ended September 30, 2001             0.750     0.050

     Per Share Common Stock Prices by Quarter
     For the Fiscal Year Ended on June 30, 2001

                                                  High      Low

    Quarter Ended June 30, 2001                   0.500     0.001
    Quarter Ended March 31, 2001                  0.500     0.001
    Quarter Ended December 31, 2000               0.312     0.010
    Quarter Ended September 30, 2000              0.687     0.312

     Per Share Common Stock Prices by Quarter
     For the Fiscal Year Ended on June 30, 2000

                                                  High      Low

     Quarter Ended June 30, 2000                  2.125     0.625
     Quarter Ended March 31, 2000                 4.000     1.210
     Quarter Ended December 31, 1999              3.750     0.436
     Quarter Ended September 30, 1999             0.812     0.374

Holders of Common Equity:

There are approximately 1,200 shareholders of record of the
Company's common stock.

Dividends:

The Company has not declared or paid a cash dividend to common
stock shareholders since the Company's inception.  The Board of
Directors presently intends to retain any earnings to finance
company operations and does not expect to authorize cash
dividends to common shareholders in the foreseeable future.  Any
payment of cash dividends in the future will depend upon the
company's earnings, capital requirements and other factors.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION.

Except for the audited historical information contained herein,
this report specifies forward-looking statements of management of
the Company within the meaning of Section 27a of the Securities
Act of 1933 and Section 21e of the Securities Exchange Act of
1934 ("forward-looking statements") including, without
limitation, forward-looking statements regarding the company's
expectations, beliefs, intentions and future strategies.
Forward-looking statements are statements that estimate the
happening of future events and are not based on historical facts.
Forward- looking statements may be identified by the use of
forward-looking terminology, such as "could", "may", "will",
"expect", "shall", "estimate", "anticipate", "probable",
"possible", "should", "continue", "intend" or similar terms,
variations of those terms or the negative of those terms.  The
forward-looking statements specified in this report have been
compiled by management of the Company on the basis of assumptions
made by management and considered by management to be reasonable.
Future operating results of the Company, however, are impossible
to predict and no representation, guaranty, or warranty is to be
inferred from those forward-looking statements.  The assumptions
used for purposes of the forward-looking statements specified in
this report represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative,
industry, and other circumstances.  As a result, the
identification and interpretation of data and other information
and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment.
To the extent that the assumed events do not occur, the outcome
may vary substantially from anticipated or projected results,
and, accordingly, no opinion is expressed on the achievability of
those forward-looking statements.  In addition, those
forward-looking statements have been compiled as of the date of
this report and should be evaluated with consideration of any
changes occurring after the date of this report.  No assurance
can be given that any of the assumptions relating to the
forward-looking statements specified in this report are accurate
and the company assumes no obligation to update any such
forward-looking statements.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND
THE YEAR ENDED JUNE 30, 2001

The operations of the Company for the year ended June 30, 2001
only include three months of revenues as the Company decided to
discontinue its securities brokerage operations as of October 1,
2000. The operations of the Company for the six months ended June
30, 2000 include a full six months of securities brokerage
operations.

Revenues:

We had revenues of $659,547 for the year ended June 30, 2001,
which only included three months of revenues as mentioned above,
as compared to $3,163,645 for the six months ended June 30, 2000.
We only included the corresponding revenues and expenses for the
six months ended June 30, 2000 instead of those for the entire
fiscal year because of the special accounting treatment of the
reverse merger between the Company and Providential Securities,
Inc.

Operating Expenses:

We incurred total operating expenses of $2,291,245 for the year
ended June 30, 2001 as compared to $7,748,102 for the six months
ended June 30, 2000. The decrease in operating expenses is
primarily the result of the discontinuance of the securities
brokerage operations, the reduction of employees and the decrease
in litigation costs.

Loss from operations:

We incurred a loss from operations of $1,631,698 for the year
ended June 30, 2001 as compared to a loss from operations of
$4,584,457 for the six months ended June 30, 2000. As mentioned
above, this was mainly due to the result of the discontinuance of
the securities brokerage operations, the reduction of employees
and the decrease in litigation costs

Net loss before income taxes:

We had a loss before taxes of $1,944,215 for the year ended June
30, 2001 as compared to a loss of $8,101,126 for the six months
ended June 30, 2000. The decrease in net loss before income taxes
is due to the decrease in operating expenses, the gain on
disposal of land and property, offset by the increase in interest
expense and the impairment of long-lived assets.

Net loss:

We had a net loss of $2,015,644 for the year ended June 30, 2001
as compared to a net loss of $8,101,126 for the six months ended
June 30, 2000. The net loss based on the basic and diluted
weighted average number of common shares outstanding for the yera
ended June 30, 2001 was ($.07) as compared to that of ($.31) for
the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Our business plan was restructured in November 2000 to its
now-current form. We must continue to raise capital to fulfill
our plan of acquiring other companies and assisting in the
development of those internally. The Company expects that the
working capital cash requirements over the next 12 months will be
generated from operations and additional financing.

The Company had cash and cash equivalents of $14,000 and $292,000
as of June 30, 2001 and June 30, 2000, respectively.  The
Company's operating activities used $1.4 million in the year
ended June 30, 2001 and $2.2 million in the six months ended June
30, 2000.  The largest use of cash in the 2001 period was from
the net loss from continued operations, the adjustment for the
gain on disposal of land and property offset by the net effect of
normal fluctuations in operating asset and liability accounts.
The largest use of cash in the 2000 period was from the net loss
from continued operations offset by the adjustment for the loss
on disposal of land and property, the increase in accrued
expenses and the net effect of normal fluctuations in operating
asset and liability accounts.

Net cash provided by investing activities of $2.2 million in the
2001 period was due to proceeds received from the sale of
property and sales of marketable securities offset by purchases
of marketable securities.  Net cash used in investing activities
was $(79,000) in the 2000 period primarily resulting from an
increase in notes receivable offset by proceeds received from
advances to officer.

Cash used in the 2001 period for financing activities of $1.1
million was primarily from payments on notes payable offset by
borrowings on notes payable.  Cash provided by 2000 financing
activities of $2.4 million was mainly from the proceeds received
on the issuance of convertible notes and borrowings on notes
payable.

The Company's notes payable at June 30, 2001 consisted of the
following: (i) convertible promissory notes of $1.75 million, of
which $1.35 million was due September 28, 2000 and $400,000 was
due October 21, 2000 (principal and interest), (which has not
been paid as of the date of this report) with an effective
default interest rate of 12 percent, plus a 20% redemption
premium if paid after 181 days from original issuance and an
additional 2% monthly penalty if the registration statement is
not declared effective as of September 28, 2000 (the registration
statement has not been declared effective as of the date of this
report);  (ii) note payable of $125,000 to an individual, due
June 30, 2001 (principal and interest) (which has not been paid
as of the date of this report), with an interest rate of 8
percent;  (iii) a short-term note payable of $100,000 to a
corporation due on demand, with an interest rate of 12%, plus a
5% premium accrued each month the loan is outstanding, secured by
500,000 of restricted shares of an officer;  (iv) a short-term
note payable of $55,000 to a corporation due on demand, with an
interest rate of 12%, plus a 5% premium accrued each month the
loan is outstanding, secured by 500,000 restricted shares of the
Company and convertible into common stock of the Company;  (v)a
short-term note payable of $150,000 to an individual, secured by
one million restricted shares of the Company, with an attached
fee of $15,000 due upon maturity of May 8, 2001 and an additional
fee of $15,000 due if paid after maturity, (this loan has not
been paid as of the date of this report;  (vi) short-term loans
to individuals for $165,000, due in July 2001; and (vii) two auto
loans for $43,653.

The Company received a $20 million equity line of credit at the
beginning of November 2001 with Boston-based Dutchess Private
Equities Fund, L.P.  The line of credit's term is three years.
The amount the Company can receive is dependent on the amount of
free trading shares put in an escrow account or an effective
registration statement.  The Company can borrow up to 95 percent
of the market price (as defined in the agreement) of the
registered shares or the free-trading shares deposited in escrow.
Each time the Company receives funds against this line of credit
it incurs a 3 percent fee, payable in cash on the gross proceeds,
and an additional 1 percent fee on the total value of the equity
line, payable in shares of the Company's common stock.  As of the
date of this report, no funds have been received against this
line of credit.

The Company's operations are currently financed through various
loans.  Management has taken action and is formulating additional
plans to strengthen the Company's working capital position and
generate suf6ficient cash to meet its operating needs. Among the
actions taken, the Company has filed a Form SB-2 Registration
Statement to raise additional capital and has secured the equity
line of credit noted above. In addition, the Company also
anticipates generating more revenue through its proposed mergers
and acquisitions.  No assurances can be made that management will
be successful in achieving its plan or that additional capital
will be available on a timely basis or at acceptable terms.


COMPANY'S PLAN OF OPERATION FOR NEXT 12 MONTHS

After the divestiture of its Diva subsidiaries in June 2000 and
the discontinuance of its securities brokerage operations in
October 2000, the Company has restructured its primary scope of
business to focus on the following areas: (1) Technologies, (2)
Merger and acquisition advisory and consulting services, (3)
Financial  services, (4) Trade commerce, and (5) Emerging
markets.

1) Technologies:

The Company currently owns approximately 10% of DataLogic
International, Inc., (OTCBB:DLGI), a Delaware corporation,
specializing in technical consulting, on/offsite contract
programming and e-commerce infrastructure. The Company intends to
assist DataLogic in its merger and acquisition activities and its
growth plan in order to create additional value for shareholders
of both companies.

The Company is currently negotiating to acquire an information
technology solutions company in Minnesota, a full service
business-to-business information technology solutions company in
Connecticut, a mining equipment company in Arizona and other
technology-related target companies in order to expand its
technology portfolio.

The Company expects to devote a considerable amount of resources
and energy to establishing and operating the LCD (Liquid Crystal
Display) manufacturing plant in Vietnam.

2) Merger and Acquisition advisory and consulting services:

The Company manages its own M&A activities and provides M&A
advisory and consulting services for a fee or an equity interest
in certain transactions. As explained elsewhere in this report,
the Company has earned an equity interest in Datalogic
International, Inc. and Lexor International, Inc. for M&A
advisory services rendered to these companies with respect to
their merger plans.

3)  Financial Services:

The Company will develop its financial services portfolio by
building, acquiring and investing into companies that operate in
this area, including Providential Advisory Services, Inc.

The Company has entered into a Letter of Intent to acquire Estate
Planning and Investment Company (EPICO) in Southern California
for a combination of cash and stock in the Providential Holdings,
Inc. Under the terms of the Letter of Intent, the Company and
EPICO will enter into a definitive agreement for the closing of
the transaction, subject to satisfactory due diligence and
consent of the boards of directors and majority shareholders of
both companies.

The Company has also commenced negotiations to invest into an
existing commercial bank in Vietnam.

4)  Trade commerce:

The Company, through its Provimex division, will accelerate its
import and export operations, especially with Vietnam. We expect
the ratification of the bilateral Trade Agreement between Vietnam
and the United States to open up a new era of commercial
cooperation that will be beneficial to the Company. In addition
to arranging consumer and industrial goods between the two
countries, we plan to provide consulting services to other
companies that need assistance in this area.

5)  Emerging markets:

The Company's near-term focus will be on the Chu Lai Industrial
Zone (Chu Lai Zone) in Central Vietnam. The Company will
cooperate with Chu Lai Zone management to develop this site and
assist foreign companies in setting up their manufacturing plants
in this area.


ITEM 7. FINANCIAL STATEMENTS


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Providential Holdings, Inc.

We have audited the accompanying consolidated balance sheet of
Providential Holdings, Inc. (a Nevada corporation) and
subsidiaries as of June 30, 2001 and the related consolidated
statements of operations, stockholders' equity, and cash flows
for year ended June 30, 2001. These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit and the report of the
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of other
auditors, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position
of Providential Holdings, Inc. and subsidiaries as of June 30,
2001, and the results of their operations and their cash flows
for the period ended June 30, 2001 in conformity with generally
accepted accounting principles.

The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  The
Company has a negative accumulated deficit and incurred losses in
the year ended June 30, 2001 and the six month period ended June
30, 2000. These factors as discussed in Note 21 to the financial
statements, raises substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to
these matters are also described in Note 21.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

As discussed on note 3 and 16 to the financial statements, the
Company is subject to various law suits and during most recent
NASD examination (July - August, 2000) of Providential
Securities, Inc. (the wholly owned subsidiary), the NASD declared
a net capital deficiency violation pursuant to conduct rules
section 17 (a) 3 and 17 (a) 4. As a result of which, Providential
Securities, Inc. withdrew the membership from the NASD in October
2000 and ceased its securities brokerage operations.

KABANI & COMPANY, INC.

CERTIFIED PUBLIC ACCOUNTANTS
Fountain Valley, California
November 28, 2001





<PAGE>
<PAGE>
(change format)

                      PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2001


<TABLE>
<S>                                                       <C>
                                          ASSETS

CURRENT ASSETS
  Cash and cash equivalents                               $     14,220
  Other receivable                                             148,500
  Other assets                                                  15,509
                                                           ------------
      Total Current Assets                                     178,229

PROPERTY AND EQUIPMENT, net                                     83,275
                                                           ------------
                                                          $    261,504
                                                           ============

                           LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIBILITIES
  Accrued expenses                                          $1,196,205
  Accrued litigation                                         1,222,305
  Accounts payable                                             529,204
  Convertible promissory notes                               1,750,000
  Short-term notes payable                                     470,000
  Current portion of notes payable                             138,337
  Due to officer                                                74,642
  Other current liabilities                                    192,471
                                                           ------------
      Total Current Liabilities                              5,572,984
                                                           ------------
NOTES PAYABLE                                                   30,316
                                                           ------------
      Total Liabilities                                      5,603,300



                      PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2001 (Continued)

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
  $5.00 par value, 10,000,000 shares authorized,
  90,000 shares issued and outstanding                         450,000
  Common stock, $.04 par value,
  100,000,000 shares authorized,
  39,122,869 shares issued                                   1,564,915
  Treasury stock, $.04 par value,
  11.8 million shares                                         (472,000)
  Additional paid in capital                                 3,317,651
  Accumulated other comprehensive loss                        (150,189)
  Accumulated deficit                                      (10,052,173)
                                                           ------------
      Total Stockholders' Deficit                           (5,341,796)
                                                           ------------
                                                          $    261,504
                                                           ============



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>
<PAGE>











<TABLE>
                      PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                            For the year ended June 30, 2001
                         and the six months ended June 30, 2000

<S>                                                <C>            <C>
                                                       2001           2000
                                                    ------------   ------------
REVENUES
  Commissions and fees                             $    631,134   $  3,098,645
  Other income                                           28,413         65,000
                                                    ------------   ------------

       Total Revenues                                   659,547      3,163,645
                                                    ------------   ------------

OPERATING EXPENSES
  Commissions                                           124,843      1,809,905
  Clearing charges and assessments                      182,002        934,216
  Quote service and market fees                         131,456        760,111
  Litigation                                              8,192      1,495,990
  Professional and consulting fees                    1,013,309      1,133,693
  Salaries                                              168,913        549,858
  Write-off of receivable on consulting contract              -        375,000
  Other general and administrative expenses             662,530        689,329
                                                    ------------   ------------
       Total Operating Expenses                       2,291,245      7,748,102
                                                    ------------   ------------

       LOSS FROM OPERATIONS                          (1,631,698)    (4,584,457)
                                                    ------------   ------------
OTHER INCOME (EXPENSE)
  Gain (loss) on disposal of land and property          551,179     (3,312,500)
  Gain (loss) on sale of marketable securities          (44,156)        13,377
  Interest expense                                     (958,593)      (286,077)
  Interest income                                         3,262         26,273
  Rental income                                          98,861         93,435
  Consulting fee income                                 114,584              -


                      PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
                            For the year ended June 30, 2001
                         and the six months ended June 30, 2000

  Impairment of long-lived assets                      (109,886)             -
  Other income                                           32,232         87,350
                                                    ------------   ------------
      Total Other Income (Expense)                     (312,517)    (3,378,142)
                                                    ------------   ------------

NET LOSS BEFORE DISCONTINUED OPERATIONS
 AND PROVISION FOR INCOME TAXES                      (1,944,215)    (7,962,599)
PROVISION FOR INCOME TAXES                                5,523        138,527
                                                    ------------   ------------
NET LOSS BEFORE DISCONTINUED OPERATIONS              (1,949,738)    (8,101,126)
DISCONTINUED OPERATIONS, NET OF TAX                     (65,906)             -
                                                    ------------   ------------
NET LOSS                                            $(2,015,644)   $(8,101,126)
                                                    ============   ============
OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on marketable securities              (28,869)      (106,155)
                                                    ------------   ------------

TOTAL COMPREHENSIVE LOSS                            $(2,044,513)   $(8,207,281)
                                                    ============   ============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING                       27,232,000     26,439,600
                                                    ------------   ------------
BASIC AND DILUTED NET LOSS PER SHARE                $     (0.07)   $     (0.31)
                                                    ============   ============



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>
<PAGE>

<TABLE>
                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN
                                STOCKHOLDERS' EQUITY (DEFICIT)

<S>                       <C>1       <C>2         <C>3        <C>4        <C>5          <C>6
                             PREFERRED STOCK          COMMON STOCK            TREASURY STOCK
                            -----------------      ------------------       ------------------
                            SHARES     AMOUNT      SHARES      AMOUNT       SHARES      AMOUNT
                        -----------------------------------------------------------------------

BALANCE   December 31,
1999                       103,000    $515,000    20,000,000  $800,000         -        $    -

Restatement of common
 stock due to re-
 organization (see Note 1)       -          -      6,691,269   267,651         --            --

Issuance of common stock
 for cash                       --           -       100,000     4,000          -            --

Issuance of common stock
 for services                    -           -       282,000    11,280          -             -

Issuance of common stock
 for debt                        -           -       249,600     9,984          -             -

Dividends declared on
 preferred stock                 -           -             -         -          -             -

Net loss                        --           -            --        --         --            --

Unrealized loss on
 marketable securities          --          --            --        --          -            --
                             -------     -------      -------   -------     ------       ------

</TABLE>
<PAGE>
<TABLE>
                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN
                                STOCKHOLDERS' EQUITY (DEFICIT)

<S>                           <C>7            <C>8              <C>9             <C>10
                              ADDITIONAL      ACCUMULATED       RETAINED         TOTAL
                              PAID-IN         COMPREHENSIVE     EARNINGS         SHAREHOLDERS'
                              CAPITAL         LOSS              (ACCUMULATED)    EQUITY
                                                                DEFICIT         (DEFICIT)
                        -----------------------------------------------------------------------

BALANCE   December 31,
   1999                       $4,128,504      $  (15,165)       $ 157,297        $5,585,636

Restatement of common
 stock due to re-
 organization (see Note 1)    (1,575,089)              -               --         1,307,438

Issuance of common stock
 for cash                        121,000               -               --           125,000

Issuance of common stock
 for services                    341,220              --                -           352,500

Issuance of common stock
 for debt                        302,016               -                -           312,000

Dividends declared on
 preferred stock                       -               -          (30,900)          (30,900)

Net loss                              --              --       (8,101,126)       (8,101,126)

Unrealized loss on
 marketable securities                --        (106,155)              --          (106,155)
                                ----------      ----------     -----------       -----------
</TABLE>
<PAGE>

<TABLE>
                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN
                                STOCKHOLDERS' EQUITY (DEFICIT)

<S>                       <C>1       <C>2         <C>3        <C>4        <C>5          <C>6
                             PREFERRED STOCK          COMMON STOCK            TREASURY STOCK
                            -----------------      ------------------       ------------------
                            SHARES     AMOUNT      SHARES      AMOUNT       SHARES      AMOUNT
                        -----------------------------------------------------------------------
BALANCE   June 30,
 2000                     103,000     515,000     27,322,869   1,092,915         -          --

Issuance of common stock
 to treasury                   --           -     11,800,000     472,000  (11,800,000)(472,000)

Purchase and retirement
 of preferred stock       (13,000)    (65,000)           --           -          -          --

Dividends declared
  on preferred stock           --           -            --           -         --          --

Net loss                       --           -            --          --         --          --

Unrealized loss on
  marketable securities        --          --            --          --          -          --
                           ---------   --------     --------      -------    -------    -------
BALANCE   June 30,
  2001                     90,000   $ 450,000    39,122,869  $1,564,915   (11,800,000)(472,000)
                           =========   ========  ==========  ==========    ========== =========



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>
<PAGE>





<TABLE>
                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN
                                STOCKHOLDERS' EQUITY (DEFICIT)
<S>                           <C>7            <C>8              <C>9             <C>10
                              ADDITIONAL      ACCUMULATED       RETAINED         TOTAL
                              PAID-IN         COMPREHENSIVE     EARNINGS         SHAREHOLDERS'
                              CAPITAL         LOSS              (ACCUMULATED)    EQUITY
                                                                DEFICIT         (DEFICIT)
                        -----------------------------------------------------------------------
BALANCE   June 30,
 2000                         3,317,651        (121,320)        (7,974,729)      (3,170,483)

Issuance of common stock
 to treasury                         --              --                  -                -

Purchase and retirement
 of preferred stock                   -              --                 --          (65,000)

Dividends declared
  on preferred stock                 --              --            (61,800)         (61,800)

Net loss                              -              --         (2,015,644)      (2,015,644)

Unrealized loss on
  marketable securities              --         (28,869)                --          (28,869)
                              ----------       ---------        ----------        ----------
BALANCE   June 30,
  2001                        3,317,651        (150,189)       (10,052,173)      (5,341,796)
                              ==========       =========        ==========        ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>
<PAGE>


<TABLE>

                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the year ended June 30, 2001
                            and the six months ended June 30, 2000

<S>                                                            <C>            <C>
                                                                  2001            2000
                                                                -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continued operations                             $(1,949,738)   $(8,101,126)

 Adjustments to reconcile net loss from continued operations to
  net cash used in continued operating activities:
    Discontinued Operations                                        (65,906)             -
    Loss (gain) on disposal of land and property                  (551,179)     3,312,500
    Loss (gain) on sale of marketable securities                    44,156        (13,377)
    Impaired long-lived assets                                     109,886              -
    Depreciation                                                   132,950         66,288
    Amortization of deferred revenue                              (114,584)             -
    Payment of consulting expenses with marketable securities      392,200              -
    Common stock issued for consulting services                          -        352,500
    Decrease in accounts receivable                                119,482        468,373
    (Increase) decrease in prepaid expenses and other assets       (64,798)       240,449
    Decrease in inventoried positions (net)                              -         15,721
    Decrease in deferred tax asset                                       -        136,127
    Increase in accounts payable                                   230,460        209,867
    Increase in accrued expenses                                   393,138      1,098,167
    Increase (decrease) in other liabilities                       (38,931)        15,281
                                                                 -----------   -----------
NET CASH USED IN OPERATING ACTIVITIES
  OF CONTINUED OPERATIONS                                       (1,362,864)    (2,199,230)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                    -         (6,431)
  Proceeds from sale of property                                 2,174,761              -
  Proceeds on advances to shareholder                                    -        123,203

                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                              For the year ended June 30, 2001
                            and the six months ended June 30, 2000

  Purchases of marketable securities                              (350,014)             -
  Increase in notes receivable                                           -       (223,270)
  Proceeds from sale of marketable securities                      349,042         27,282
                                                                 -----------   -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES              2,173,789        (79,216)

CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowings on notes payable                                      820,336        437,000
  Borrowings on issuance of convertible notes                            -      1,750,000
  Payments on notes payable                                     (1,821,292)        (2,593)
  Advances from officer                                            147,142         74,000
  Payments on advances from officer                               (146,500)             -
  Proceeds from issuance of common stock                                 -        125,000
  Shareholder dividends and distributions                          (23,300)       (12,345)
  Redemption of preferred stock                                    (65,000)             -
                                                                 -----------   -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             (1,088,614)     2,371,062
                                                                 -----------   -----------
NET INCREASE (DECREASE) IN CASH                                   (277,689)        92,616

CASH - Beginning of period                                         291,909        199,293
                                                                 -----------   -----------
CASH - End of period                                           $    14,220    $   291,909
                                                                 ===========   ===========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid during the periods for:

     Interest                                                  $    163,252   $    68,333
                                                                 ===========   ===========
     Income taxes                                              $      5,523   $         -
                                                                 ===========   ===========






                         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                              For the year ended June 30, 2001
                            and the six months ended June 30, 2000


Non-cash transactions (Year ended June 30, 2001):

     The Company issued 11.8 million shares of common stock to treasury for par value of
$0.04 per share totaling $472,000.

     Marketable securities valued at $250,000 in exchange for other receivable.

Non-cash transactions (6 months ended June 30, 2000):

     Note payable to officer for $312,000 was in exchange for 249,600 shares of common
stock.

     Note receivable for $223,270 was in exchange for marketable securities.




THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


</TABLE>
<PAGE>





<PAGE>
(Format change)

                     PROVIDENTIAL HOLDINGS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND REORGANIZATION

Providential Holdings, Inc. ("PHI") was organized under the laws of
the State of Nevada on June 8, 1982 under the name of JR Consulting,
Inc.; subsequently on February 9, 2000, it changed its name to
Providential Holdings, Inc. From its inception through September 7,
1995, the Company generated nominal revenues and did not actively
engage in business. Prior to the corporate combination agreement with
Providential Securities, Inc., PHI had an operating subsidiary, Diva
Entertainment, Inc ("Diva").  Diva operated two modeling agencies, one
in New York and one in California.

Providential Securities, Inc. ("Providential") was incorporated in the
State of California on October 8, 1992.  It operated a securities
brokerage service in Fountain Valley, CA and New York City, NY.  The
principal markets for Providential's services were individual
investors who were located throughout the United States. Providential
bought and sold securities for its customers through a number of
different markets, utilizing a brokerage clearinghouse to transact the
trades.  As of October 31, 2000, due to the results of a NASD
examination, Providential has ceased its operations in the securities
brokerage business.  (See Note 3)

REORGANIZATION

On October 28, 1999 PHI entered into a corporate combination agreement
(the "Agreement") with Providential, whereby PHI acquired all the
outstanding shares of Providential in exchange for 20,000,000 shares
of PHI common stock.  The transaction was consummated on January 14,
2000. In addition, as a covenant under the Agreement, PHI was required
to enter into an agreement to sell to Havilland Limited, all of the
shares of Diva owned by PHI as well as to assign all of its rights,
title and interest in an Option Agreement to Havilland Limited.  (The
Option Agreement gave PHI the option to purchase additional shares of
Diva's common stock at its $.001 par value in order for PHI to
maintain at least a 65% interest in Diva's outstanding common shares.)
PHI's officers and directors resigned their positions and the
shareholders of Providential assumed control of the two entities
(together as "the Company"). The PHI shares are restricted against
resale pursuant to the provisions of federal and state securities
laws. Providential's shareholders of record as of the closing date
owned approximately 75% of PHI's common stock.  The acquisition has
been treated as a capital transaction in substance, rather than a
business combination, and was deemed a "reverse acquisition" for
accounting purposes.   Accordingly, Providential was the accounting
acquirer and the historical financial statements prior to January 14,
2000 were those of Providential.  In the accompanying financials
statements, the capital structure and losses per share of Providential
have been retroactively restated to reflect the acquisition as if it
occurred at the beginning of the period. The operations of PHI have
been included with those of Providential from the acquisition date.

The sale of Diva was consummated on June 30, 2000, whereby all of the
shares of Diva owned by PHI as well as all of its rights, title and
interest in the Option Agreement were exchanged for assignment to and
assumption by Havilland Limited of the amounts due by PHI to officers
of Diva amounting to $617,781, the amounts due to PHI from Diva
amounting to $94,843 and the return of 135,000 shares of common stock
of PHI owned by Havilland.  The total gain resulting from the sale of
Diva of approximately $1.2 million was considered in the allocation of
the purchase price to the assets and liabilities of PHI.  Included in
the total gain of $1.2 million was Diva's net profit of $245,606
earned during the holding period from January 14, 2000 to June 30,
2000.

NEW SUBSIDIARY

During February 2000 the Company formed a California corporation,
Providential Clearing, Inc. as a vehicle to effectuate the purchase of
a self-clearing broker-dealer and to operate a securities clearing
firm.  As of June 30, 2001 this subsidiary has had no operations.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Prior to the corporate combination, PHI's year-end was June 30 and
Providential's year-end was December 31.  After the corporate
combination was completed, Providential changed its year-end to June
30 to correspond with PHI's year-end.  Therefore, the accompanying
consolidated financials include the year ending June 30, 2001 compared
to the six months ending June 30, 2000.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
Providential Holdings, Inc., Providential Securities, Inc. and
Providential Clearing, Inc., collectively referred to as the
"Company". All significant inter-company transactions have been
eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible
into cash to be cash equivalents.

MARKETABLE SECURITIES

The Company's securities are classified as available-for-sale and, as
such, are carried at fair value. Securities classified as
available-for-sale may be sold in response to changes in interest
rates, liquidity needs, and for other purposes. The Company does not
currently have any held-to-maturity or trading securities.

Unrealized holding gains and losses for available-for-sale securities
are excluded from earnings and reported as a separate component of
stockholder's equity. Realized gains and losses for securities
classified as available-for-sale are reported in earnings based upon
the adjusted cost of the specific security sold.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable. If the sum of the expected undiscounted cash flows is
less than the carrying value of the related asset or group of assets,
a loss is recognized for the difference between the fair value and
carrying value of the asset or group of assets.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Maintenance and repair
costs are charged to expense as incurred; costs of major additions and
betterments are capitalized. When property and equipment are sold or
otherwise disposed of, the cost and related accumulated depreciation
are eliminated from the accounts and any resulting gain or loss is
reflected in income.

DEPRECIATION AND AMORTIZATION

The cost of property and equipment is depreciated over the estimated
useful lives of the related assets.  Depreciation and amortization of
fixed assets are computed on a straight-line basis.

NET EARNINGS (LOSS) PER SHARE

The Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, Earnings per Share ("SFAS No. 128").
SFAS No. 128 eliminates the presentation of primary and fully diluted
earnings per share ("EPS") and requires presentation of basic and
diluted EPS. Basic EPS is computed by dividing income (loss) available
to common stockholders by the weighted-average number of common shares
outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock outstanding for the
period and common stock equivalents outstanding at the end of the
period. Common stock equivalents have been excluded from the
calculation of weighted-average shares for purposes of calculating
diluted earnings per share for 2001 and 2000; as such inclusion is
anti-dilutive.

STOCK-BASED COMPENSATION

In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation". SFAS No. 123 prescribes accounting and
reporting standards for all stock-based compensation plans, including
employee stock options, restricted stock, employee stock purchase
plans and stock appreciation rights. SFAS No. 123 requires
compensation expense to be recorded (i) using the new fair value
method or (ii) using the existing accounting rules prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for stock
issued to employees" (APB 25) and related interpretations with
proforma disclosure of what net income and earnings per share would
have been had the Company adopted the new fair value method. The
Company has elected to account for stock-based compensation plans
under the intrinsic value method and to disclose the pro forma amounts
using the fair value method.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about
fair value of financial instruments, requires that the Company
disclose estimated fair values of financial instruments. The carrying
amounts reported in the statements of financial position for current
assets and current liabilities qualifying as financial instruments are
a reasonable estimate of fair value.

REVENUE RECOGNITION

The Company recognized commission and fee revenue when the security
transaction was complete and the commission or fee had been earned.
The Company recognizes other service income when the service has been
completed.  Expenses are recognized in the period in which the
corresponding liability is incurred.

ADVERTISING

The Company expenses advertising costs as incurred.

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("SFAS No. 130"), establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all
changes in equity, except those resulting from investments by owners
and distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same
prominence as other financial statements.  The Company adopted this
standard in fiscal 1999 and the implementation of this standard did
not have a material impact on its financial statements.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for
differences between the financial statements and tax basis of assets
and liabilities that will result in taxable or deductible amounts in
the future based on enacted laws and rates applicable to the periods
in which the differences are expected to affect taxable income (loss).
Valuation allowance is established when necessary to reduce deferred
tax assets to the amount expected to be realized.

REPORTING OF SEGMENTS

Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS No. 131"),
which supersedes Statement of Financial Accounting Standards No. 14,
Financial Reporting for Segments of a Business Enterprise, establishes
standards for the way that public enterprises report information about
operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim
financial statements regarding products and services, geographic areas
and major customers. SFAS No. 131 defines operating segments as
components of an enterprise about which separate financial information
is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.

PENSION AND OTHER BENEFITS

In February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 132, Employers'
Disclosures about Pensions and Other Post-retirement Benefits ("SFAS
No. 132"), which standardizes the disclosure requirements for pensions
and other post-retirement benefits. The Company adopted this standard
in fiscal 1999 and the implementation of this standard did not have
any impact on its financial statements.

RISKS AND UNCERTAINTIES

In the normal course of business, the Company is subject to certain
risks and uncertainties. The Company provides its product on unsecured
credit to most of its customers. Consequently, the Company's ability
to collect the amounts due from customers is affected by economic
fluctuations and each customer's ability to pay.

ACCOUNTING DEVELOPMENTS

In December 1999, the Securities and Exchange Commission (the "SEC")
issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition
in Financial Statements." SAB No. 101 summarizes the SEC's views on
the application of GAAP to revenue recognition. In June 2000, the SEC
released SAB No. 101B that delays the implementation date of SAB 101
until no later than the fourth fiscal quarter of fiscal year beginning
after December 15, 1999. The Company has reviewed SAB No. 101 and
believes that it is in compliance with the SEC's interpretation of
revenue recognition.

In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions involving Stock Compensation." This
Interpretation clarifies (a) the definition of employee for purposes
of applying APB Opinion No. 25, (b) the criteria for determining
whether a plan qualifies as a no compensatory plan, (c) the accounting
consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of
stock compensation awards in a business combination. The adoption of
this Interpretation has not had a material impact on the Company's
financial position or operating results.

In January 2001, the Financial Accounting Standards Board Emerging
Issues Task Force issued EITF 00-27 effective for convertible debt
instruments issued after November 16, 2000. This pronouncement
requires the use of the intrinsic value method for recognition of the
detachable and imbedded equity features included with indebtedness,
and requires amortization of the amount associated with the
convertibility feature over the life of the debt instrument rather
than the period for which the instrument first becomes convertible.
The adoption of this EITF has not had a material impact on the
Company's financial position or operating results.

On July 20, 2001, the FASB issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." These statements make significant changes to the accounting
for business combinations, goodwill, and intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting
requirements for business combinations and will require that the
purchase method of accounting be used for all business combinations
initiated after June 30, 2001. Use of the pooling-of-interests method
will be prohibited. This statement is effective for business
combinations completed after June 30, 2001.

SFAS No. 142 establishes new standards for goodwill acquired in a
business combination and eliminates amortization of goodwill and
instead sets forth methods to periodically evaluate goodwill for
impairment. Intangible assets with a determinable useful life will
continue to be amortized over that period. This statement becomes
effective January 1, 2002.

Management is in the process of evaluating the requirements of SFAS
No. 141 and 142 and expects these pronouncements will not materially
impact the Company's financial position or results of operations.

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143,
"Accounting for Asset Retirement Obligations". SFAS 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset
retirement costs. This Statement is effective for financial statements
issued for fiscal years beginning after June 15, 2002.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," was issued in August 2001. SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001, and addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets. This statement supersedes SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the
disposal of a segment of a business.

Management is in the process of evaluating the requirements of SFAS
No. 143 and 144 but does not expect these pronouncements will
materially impact the Company's financial position or results of
operations.

RECLASSIFICATIONS

Certain amounts in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.



NOTE 3 - NASD EXAMINATION AND DISCONTINUANCE OF PROVIDENTIAL
SECURITIES, INC.

After the completion of a routine audit of Providential Securities,
Inc. ("Providential") in July and August 2000, the National
Association of Securities Dealers, Inc. alleged that Providential
violated certain provisions of the NASD's Conduct Rules 2120, 2330,
2110 and 3010, and Rules 15c2-4, 10b-5, 10b-9 and 15c3-3 of the
Securities and Exchange Commission. Providential Securities, Inc. and
Henry Fahman, president of Providential, voluntarily submitted a
Letter of Acceptance, Waiver and Consent ("AWC",)which was accepted by
NASD Regulation, Inc. on October 27, 2000, as follows:

Providential and Henry Fahman accepted and consented, without
admitting or denying the alleged violations, to the entry of the
following findings by NASD Regulation, Inc.:

-    From in or about December 15, 1998 through June 15, 1999,
Providential Securities, through its Private Placement Memorandum,
offered and sold one hundred three thousand (103,000) shares of Series
I Class A Convertible Cumulative Preferred Stock in Providential
Securities, Inc. for five hundred fifteen thousand dollars ($515,000)
to twenty-two (22) customers. In connection with the Private Placement
Memorandum, Providential Securities made certain misrepresentations or
omissions in soliciting investments from public customers, such as:
failure to disclose that an officer of Providential Securities could
make contributions to help meet the minimum requirement; failure to
disclose Providential Securities, Inc.'s disciplinary history whereby
Providential Securities, Inc. and Henry Fahman, jointly and severally,
were fined $28,500 for net capital deficiencies and for failing to
send the requisite written notification or confirmation in fifty eight
(58) securities transactions to public customers; and failure to
disclose that Henry Fahman was ordered to requalify by examination as
a financial and operational principal.

-     That Providential's use of the private placement funds mainly
for Providential's own operational purposes (more than for those
represented in the private placement memorandum) amounted to
conversion or improper use of those funds thus violating the Conduct
Rules 2110 and 2330.

-    That Providential, acting through Henry Fahman, violated SEC Rule
15c2-4, SEC Rule 10b-9, and Conduct Rule 2110 (a) by not utilizing a
proper escrow account for the investment funds received, (b) by not
retaining the private placement funds until the minimum requirement
was met, and (c) by not refunding these funds to the customers when
the minimum was not met, or not met in a timely manner.

-    That by receiving and controlling funds from public customers in
connection with the private placement, Providential became obligated
to comply with the full provisions of SEC Rule 15c3-3 (during the
period of January through at least March, 1999, Providential
Securities, through Henry Fahman, and Providential's financial and
operations principal, Theodore Fahman, failed to compute the reserve
requirements, and set aside appropriate reserves for customer
protection.

-    That Providential, acting through Henry Fahman, in violation of
Conduct Rule 3010(a) and Membership and Registration Rule 1018, was
operating three non-registered supervisory jurisdiction branch
offices, and that while Providential's membership agreement limited
the firm's branch activities to two branches, there were at least
seven full-service satellite locations, thereby violating Conduct Rule
2110 and Membership and Registration Rule 1014.


-    That both Providential and Henry Fahman also violated Membership
and Registration Rule 1030 for failing to enforce Membership and
Registration Rule 1031(a) by allowing four individuals with
deficiencies in license registration to conduct a securities business
during much of 1998 and 1999.

-    That Providential and Henry Fahman failed to comply with
Membership and Registration Rule 1030 by failing to enforce Rule
1032(f) by allowing five individuals to act in the capacity of equity
trader with deficiency in registration as Limited
Representative-Equity Traders.

-    That Providential and Henry Fahman also violated Membership and
Registration Rule 1120 and Conduct Rule 2110 by permitting a broker to
conduct business and earn commissions, while his status was "inactive"
as a result of his failing to complete his continuing education
requirements.

-    That from on or about May 2, 2000 through May 30, 2000,
Providential Securities, Inc. distributed biased communications to the
public regarding its ProTimer service through the World Wide Web.

Providential Securities, Inc. and Henry Fahman also consented to the
imposition, at a maximum, of the following sanctions:

Providential shall be censured, fined $115,000.00 and shall offer
rescission to those public customers who participated in the
Providential Private Placement. Providential shall provide proof in
form satisfactory to NASDR's District 2 staff of its offer of
rescission to the customers who participated in the Providential
Private Placement. In addition, to the extent the offer of rescission
is accepted by any investors, Providential is ordered to provide proof
of payment of the restitution in a form satisfactory to the District 2
NASDR staff, no later than 120 days after acceptance of the Letter of
Acceptance, Waiver and Consent.  Henry Fahman shall be banned, in all
capacities, from associating with any NASD member.

Based upon the above-mentioned circumstances, Providential Securities,
Inc. withdrew its membership from the NASD in October 2000 and ceased
its securities brokerage operation.  The fine of $115,000 is included
in accrued expenses in the accompanying consolidated financial
statements.  The Company has offered all Preferred Stock holders
rescission on their investment.  As of the June 30, 2001 the Company
has redeemed $65,000 of the preferred stock plus accrued dividends.

On October 1, 2000 the Board of Directors of the Company decided to
discontinue its securities brokerage business effective on October 31,
2000.  On October 31, 2000 all assets and liabilities of Providential
Securities, Inc. were assumed by Providential Holdings, Inc.  The
Company reported operations of Providential Securities, Inc. for
October 2000 as discontinued operations.













            PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOSS ON DISPOSAL OF LAND AND PRIOR PERIOD ADJUSTMENT

On September 18, 1998 Providential Securities, Inc. issued 2,650,000
of its common stock in exchange for an interest in a parcel of
undeveloped property in Coos Bay, Oregon. The Company recorded a prior
period adjustment in the amount of $23,187,500 by reducing the equity
and reducing the recorded value of this asset to properly reflect the
land's value at cost.

In June 2000 the Company entered into a "Sale and Purchase Agreement"
with an unrelated third party to sell this undeveloped property in
Coos Bay, Oregon. The selling price consisted of a five-year demand
note for $26,500,000 without interest.  The Company did not recognize
any gain due to the uncertainty of the note's realizability, instead a
loss on disposal of land of $3,312,500 has been recorded in the
accompanying consolidated financial statements.

NOTE 5 - INVESTMENTS

INVESTMENT IN POSTYOURHOME.COM

On April 3, 2000 the Company purchased 25 percent of the outstanding
shares of an unrelated startup company, Postyourhome.com for $5,000.
The shares may not be transferred without an effective registration
with the United States Securities and Exchange Commission.  This
investment is being accounted for using the equity method.  As of June
30, 2001 Postyourhome.com had no sales, cost of sales or gross profit,
resulting in a loss from continuing operations and net loss.  The
Company's share of the investee's net loss for the year ending June
30, 2001 and the six months ending June 30, 2000 is reflected in the
accompanying financial statements and accordingly, this investment is
recorded at no value as required by the equity method of accounting.

INVESTMENT IN PROVIDENTIAL TECHNOLOGY, INC.

The Company purchased less than 10 percent of the outstanding shares
of Providential Technology, Inc.  This corporation was engaged in
software development for financial service providers. The Company
provided the initial funding of $165,000 for Providential Technology
to develop a market-timing program and an online trading platform for
equities. These projects were discontinued in October 2000 due to lack
of additional funding.  This investment has been recorded at no value
and any funds invested into this corporation have been written off in
the accompanying financials.



            PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE

Following is a summary of marketable equity securities classified as
available for sale:
                      Cost Basis    Fair Value       Gross
                                                  Unrealized Loss
                      ----------    ----------   ----------------
Marketable securities  $173,189      $23,000        $150,189

The changes in net unrealized holding loss on securities available for
sale that has been included as a separate component of stockholders'
equity for the twelve months ended June 30, 2001 and for the six
months ended June 30, 2000 were $28,869 and $106,155, respectively.


NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2001 consist of the following:

     Furniture and equipment:           $111,273
     Automobiles:                         81,103
                                        ---------
                                        $192,376
    Less: Accumulated depreciation:     (109,101)
                                        ---------
    Net:                                $ 83,275
                                        =========

The Company depreciates its furniture, equipment and automobiles on a
straight-line basis over an estimated useful life of 5 years.

Depreciation and amortization expense was $132,950 and $66,288 for the
twelve and six months ended June 30, 2001 and June 30, 2000,
respectively.

At the end of September 2000 the Company completed the sale of a
residential condo used for accommodating business guests.  The Company
recognized a gain, net of broker and escrow fees, of $4,254 on the
sale.

On June 22, 2001 the Company completed sale of its corporate office
building.  The Company recognized a gain, net of broker and escrow
fees, of $546,925 on the sale.  The Company currently leases its
office space from the new owners at $4,263 per month.

NOTE 8 - DUE TO OFFICER

Due to officer, represents advances made by an officer of the Company,
which are non-interest bearing, unsecured and due on demand.


NOTE 9 - CONVERTIBLE PROMISSORY NOTES

Convertible promissory notes of $1,750,000 consist of $1,350,000 plus
interest was due on September 28, 2000 and $400,000 plus interest was
due on October 21, 2000.  These notes are essentially demand notes
that have a six-month term and bear interest at 8% annually, unless
the notes are in default, in which instance the interest rate will
increase to 12% annually.  Further, the notes bear a redemption
premium, based upon the date of redemption equal to: 5% if within the
first 60 days; 10% if within the second 60 days; 15% if within the
third 60 day-period, and 20% if redeemed after 181 days.  On the 180th
day, the Company can require the holders to convert (if a registration
statement is in effect) the notes into common stock.  After the 180th
day, only the holders can elect to convert - no right of the Company
to force conversion after that time.  On the second anniversary, any
remaining notes will automatically covert into common stock (if a
registration statement is in effect).  If the conversion is at the
direction of the Company, then, in addition to the redemption amount,
the Company would also owe a 20% per annum rate of return on the
redemption amount.

The notes may be paid by tender of common stock of the Company, with
the conversion rate for the issuance of the common stock equal to the
"closing price" on the date of the initial purchase of the notes,
which is the average of the closing bid price for the five previous
trading days.  Repricing warrants have also been issued in
contemporaneous amounts, such that any decrease in the trading price
of the stock will entitle the note holders to reset the exercise price
to a lower price than that which existed on the closing date.  The
number of shares issued under the repricing warrants is directly
linked to the Company's stock price on the conversion date of to the
repricing warrants increase.  The note purchasers are also entitled to
a separate set of warrants, equal to 20% of the total purchase amounts
of the notes acquired, allowing for an exercise price of 110% of the
closing price and having a 5-year term.

In accepting these subscriptions for these convertible notes, the
Company had agreed to file a registration statement with respect to
the Company's common stock to be issued upon conversion of the notes
and any exercise of the warrants, with the initial filing to occur
within 60 days of the "first closing", which occurred on March 28,
2000.  A 2% per month penalty will accrue if the registration
statement is not declared effective on or prior to the 181st day
following the first closing.  The holders have the right to require
repayment in cash if no registration statement is in effect on the
181st day.  Since this registration statement was not filed within the
first 60 days of the first closing, nor has it been declared effective
within 181 days after the first closing, the note holders have the
right to the 2% penalty and repayment in cash.  The Company has not
paid these notes as of the date of this report and will also owe the
note holders the 12% default rate and the 20% redemption premium noted
above.  The penalties, premium amount and interest have been accrued
in the accompanying consolidated financials in Accrued Expenses.

NOTE 10 - SHORT-TERM NOTES PAYABLE

Short-term notes payable at June 30, 2001 consists of the following:

Note payable to a corporation, due on demand(principal andinterest),
secured by 500,000 shares of a stockholder and previous officer of the
Company, guaranteed by an officer of the Company, with an interest
rate of 12%, a repayment premium of 5% per month on the outstanding
balance and 30,000 of attached warrants with an exercise price of
$.10, vested immediately and exercisable at any time.
                                                        $100,000

Note payable to a corporation, due on demand (principal and interest),
secured by 500,000 shares of the Company's restricted common stock,
guaranteed by an officer of the Company, with an interest rate of 12%,
a repayment premium of 5% per month on the outstanding balance and
convertible to common stock of the Company at any time at a conversion
price calculated using the average closing bid price of the common
stock for the five trading days immediately preceding the conversion
date.
                                                          55,000

Note payable to an individual, was due on May 8, 2001 (principal and
interest), secured by one million shares of the Company's restricted
common stock, with an initial fee of 30,000 shares of the Company's
restricted common stock valued at $4,875 at date of inception, a
$15,000 fee due upon maturity and another $15,000 late fee.
                                                         150,000

Note payable to an individual, due on July 15, 2001 (principal and
interest) and a $5,000 fee due upon maturity.
                                                          50,000

Notes payable to individuals, due by the end of July 2001 and
non-interest bearing.
                                                         115,000
                                                        --------
                                                        $470,000
                                                        ========











            PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - NOTES PAYABLE

Notes payable at June 30, 2001 consists of the following:

Note payable to a corporation, principal and interest due June 30,
2001, with an interest rate of 8%.
                                                        $125,000

Notes payable secured by two automobiles, one to a corporation and one
to a financial institution, due in monthly installments of $453 and
$963, with interest rates of 8.35% and 17.9%, maturing on September
21, 2004 and March 16, 2004,respectively.

                                                          43,653
                                                        --------
                                                         168,653
     Less: Current portion                               138,337
                                                        --------
                                                        $ 30,316
                                                        ========

Future annual principal payments on notes payable at June 30, 2001 are
as follows:
     2002                                               $138,337
     2003                                                 13,499
     2004                                                 15,588
     2005                                                  1,229
                                                        --------
                                                        $168,653
                                                        ========
NOTE 12 - ACCURED EXPENSES

Accrued expenses at June 30, 2001 consists of the following:

  Accrued interest                                    $1,013,085
  Accrued Payroll tax                                     30,000
  Accrued professional fees                              153,120
                                                       ---------
                                                      $1,196,205
                                                       =========

NOTE 13 - SERIES I CLASS A CONVERTIBLE CUMULATIVE PREFERRED STOCK

During the year ended December 31, 1999 Providential Securities, Inc.
placed a subscription offering for its newly authorized Series I,
Class A Preferred Stock.  There were 10,000,000 shares authorized, of
which 103,000 shares were issued at $5.00 per share.  Holders of the
Series I Class A Convertible Cumulative Preferred Stock are entitled
to receive a cumulative cash dividend at a rate of 12% per year,
accrued quarterly.  Dividends, including any accumulated and unpaid
dividends, shall be paid on the Preferred Stock before any dividends
are paid to the holders of the Company's Common Stock.  Each share of
the Preferred Stock is convertible into one share of Common Stock of
the Company at any time after two years from the date of issue or
immediately prior to the Company's initial public offering, whichever
event occurs first. The Company may redeem the Preferred Stock for a
price equal to 120 percent of the par value of said Preferred Stock
(plus accumulated and unpaid dividends) at any time after two years
from the date of issuance, but only after giving the investor the
opportunity through written notice to convert his or her investment to
Common Stock.  Accrued dividends, which is included in other current
liabilities at June 30, 2001 and June 30, 2000 was $57,055 and
$18,555, respectively.

During the year ending June 30, 2001 the Company redeemed 13,000
outstanding shares of Preferred Stock in exchange for principal plus
any unpaid dividends as required by the NASD settlement and the
litigation settlement.  (See Note 3)


NOTE 14 - ISSUANCE OF COMMON STOCK AND ADDITIONAL PAID IN CAPITAL

During November and December 2000 the Company issued 11.8 million
shares of common stock to its treasury. These shares were issued at
their par value of $.04 per share for a total amount of $472,000.

On April 25, 2000 the Company sold 100,000 shares of common stock to
an unrelated party for cash at a price of $1.25 per share.  These
shares were restricted from trading for one year from issue date.

On April 25, 2000 the Company issued 282,000 shares of common stock in
exchange for consulting services.  The consulting fees were recorded
at the fair value of the common stock on issue date.  These shares
were restricted from trading for one year from issue date.

Also on April 25, 2000 the Company issued 249,600 shares of common
stock to an officer of the Company in exchange for forgiveness of
debt.  There was no gain or loss recorded on the forgiveness of debt
as the face value of the loan from officer was equal to the fair value
of the common stock on issue date.  These shares were restricted from
trading for one year from issue date.










            PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - LITIGATION

LEGAL PROCEEDING SETTLED AND UNPAID AS OF YEAR-END:

QUANG VAN CAO AND NHAN THI NGUYEN CAO VS. PROVIDENTIAL SECURITIES,
INC. ET AL.

This case was originally submitted to Orange County Superior Court, CA
on June 25, 1997, Case No. 781121, and subsequently moved to NASD
Dispute resolution for arbitration. On or about August 24, 2000, the
Company's legal counsel negotiated with the Claimant's counsel and
unilaterally reached a settlement that had not been approved by the
Company. While the Company was in the process of re-negotiating the
terms of said settlement, the Claimants filed a request for
arbitration hearing before the National Association of Securities
Dealers on October 4, 2000, Case No. 99-03160. Thereafter, the
Claimants filed a complaint with the Orange County Superior Court, CA
on October 31, 2000, Case No. 00CC13067 for alleged breach of contract
for damages in the sum of $75,000.00 plus pre-judgment interest, costs
incurred in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached a settlement
agreement with the Claimants whereby the Company would pay the
Claimants a total of $62,500.00 plus $4,500.00 in administrative costs
by August 7, 2001. Since the Company failed to pay the Claimants the
settlement amounts by the deadline, it agreed to entry of judgment for
$77,500.00.  The late settlement amount of $77,500 has been accrued in
the accompanying consolidated financial statements.

PENDING LITIGATION:

CONSECO FINANCE VENDOR SERVICES CORPORATION FKA GREEN TREE VENDOR
SERVICES CORPORATION VS. PROVIDENTIAL SECURITIES, INC., HENRY D.
FAHMAN AND TINA T. PHAN

In September 1997 Providential Securities, Inc. entered into a written
Lease Agreement to lease certain items of equipment from Green Tree
Vendor Services, in return for which Providential Securities, Inc.
agreed to pay thirty-six monthly installments, each in the amount of
$1,552. On or about September 12, 2000, and subsequently, Providential
Securities, Inc. was unable to make the monthly payments to Claimant
due to the lack of revenues following the interruption and subsequent
closure of its securities brokerage operations.  (See Note 3) Claimant
filed a complaint for money with the Superior Court of the State of
California, County of Orange (Case No. 01CC02613) on February 23, 2001
seeking $39,102 plus interest thereon at the legal rate from September
12, 2000. Providential Securities, Inc. intends to settle this case.
The sought amount of $39,102 (excluding interest) has been accrued in
the accompanying consolidated financial statements.


FRANCIS VAUSE, MARK VAUSE, FRANCIS VAUSE, JR., IAN VAUSE AND MARGARET
HODSON VS. JERSEY TRANSFER & TRUST COMPANY AND PROVIDENTIAL HOLDINGS,
INC.

Claimants filed a complaint with the United States District Court,
District of New Jersey (Case No. 00-4353(JAGF) on September 6, 2000
seeking damages of $500,000 against Jersey Transfer & Trust Company
and Providential Holdings, Inc. for refusing to remove the restrictive
legends and register a total of 568,332 shares of Rule 144 stock held
by Claimants. Providential Holdings, Inc. and Jersey Transfer & Trust
Company ("Defendants") relied on representation by the former
management of JR Consulting, Inc., later changed to Providential
Holdings, Inc., that the captioned shares were not free of all
encumbrances and were issued for invalid consideration. Defendants are
seeking a dismissal of the case and may cross-claim against the
appropriate former management of JR Consulting, Inc. The sought amount
of $500,000 has been accrued in the accompanying consolidated
financial statements.

JAMES C. HU VS. MINGMAN HU AND PROVIDENTIAL SECURITIES, INC.

Mingman Hu was a registered representative with Providential
Securities, Inc. who served Claimant's investment account. Claimant
filed a complaint with the Los Angeles County Superior Court,
Northeast District on April 27, 2001 (Case No. G0027156) seeking
compensatory damages in the amount of $11,609.11 plus 12% interest and
emotional distress damages in excess of $50,000.00 for Mingman Hu's
failure to honor her written agreement with Claimant. Mingman Hu was
an independent contractor with Providential Securities, Inc. and was
responsible for any alleged claims by Claimant. Providential
Securities, Inc. will vigorously defend this case.  The sought amount
of $61,609 has been accrued in the accompanying consolidated financial
statements.


LAWRENCE NGUYEN VS. HENRY D. FAHMAN, PROVIDENTIAL HOLDINGS, INC. AND
HUNG NGUYEN aka TONY NGUYEN

On December 19, 2000 Henry D. Fahman executed a Demand Promissory Note
and pledged 1,049,600 shares of common stock of Providential Holdings,
Inc. for a personal loan in the amount of $150,000 from Claimant. This
note was amended on February 22, 2001 to mature on March 19, 2001.
Henry D. Fahman repaid $25,000 to Claimant and requested an extension
for repayment of said note to July 15, 2001, which was agreed by
Claimant and guaranteed by Mr. Derek Nguyen, a mutual friend of both
Claimant's and Henry D. Fahman's. On May 31, 2001, Claimant filed a
complaint with the Superior Court of California, County of Orange,
Central Justice Center (Case No. 01CC07055) seeking $125,000 plus
interest at the highest rate allowed by law from and after December
19, 2000, attorney fees and costs, exemplary and punitive damages, and
ownership of the pledged shares of common stock of Providential
Holdings, Inc. Henry Fahman is committed to repaying his personal
obligation to Claimant.  The Company has not accrued any amount
relating to this case in the accompanying consolidated financial
statements.

IMPERIAL BUSINESS CREDIT, INC. VS. PROVIDENTIAL SECURITIES, INC., TINA
T. PHAN, TIMOTHY DACK FAHMAN, THEODORE DACK FAHMAN, AND HENRY DACK
FAHMAN.

On or about November 20, 1997, Nara Bank, N.A. and Providential
Securities, Inc. entered into a Written Lease Agreement ("Agreement")
wherein Nara Bank, N.A. agreed to lease certain computer equipment to
Providential Securities, Inc. Thereafter, the Agreement was assigned
from Nara Bank, N.A. to Claimant's Assignor Oak Financial Services.
Thereafter, the Agreement was assigned from Claimant's Assignor to
Claimant. Pursuant to the terms of the Agreement, Providential
Securities, Inc. agreed to pay Nara Bank, N.A. the sum of $1,187.40
per month for sixty months. On or about September 15, 2000, and
subsequently, Providential Securities, Inc. was unable to make the
monthly payments to Claimant due to the lack of revenues following the
interruption and subsequent closure of its securities brokerage
operations.  (See Note 3) Claimant filed a complaint for money with
the Superior Court of the State of California, County of Orange (Case
No. 01CC07697) on June 14, 2001 seeking $30,873.40 plus interest
thereon at the rate of ten percent (10%) per annum from September 15,
2000. Providential Securities, Inc. intends to settle this case.  The
sought amount of $30,873 (excluding interest) has been accrued in the
accompanying consolidated financial statements.

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

Claimant was a former employee of Providential Securities, Inc. who
was laid off in 2000 due to closure of business. The Claimant
complained to the Department of Industrial Relations (DIR) for
allegedly unpaid vacation and salaries. On June 13, 2001, the DIR
filed a request to enter a judgment against Providential Securities,
Inc. for $9,074 including wages and interest, penalty, post hearing
and filing fee. Providential Securities, Inc. is appealing the request
for judgment.  The sought amount of $9,074 has been accrued in the
accompanying consolidated financial statements.

MARK TOW, ESQ. VS. PROVIDENTIAL HOLDINGS, INC.

This case is pre-arbitration. The Company hired Mark Tow, Esq. to
prepare an SB-2 Registration Statement and prepaid him $25,000 in
retainage. Because Mark Tow was unable to complete the work according
to schedule, the Company hired Stradling Yocca Carson & Rauth to
replace Mark Tow. Stradling Yocca Carson & Rauth completed the SB-2
Registration Statement and filed with the SEC on 9/28/2000. Mark Tow
sent the Company a letter in June 2001 seeking a total of $75,000.00
for his allegedly rendered service. The Company intends to vigorously
defend this case.  The Company has accrued $50,000 relating to this
case in the accompanying consolidated balance sheet since the original
agreement with Mark Tow was for a total service fee of $75,000 and the
Company has already paid $25,000 as a retainer to be offset against
the total fees.

ARBITRATION CASES

The Company has several arbitration cases against Providential
Securities, Inc. which have been settled but not paid as of year-end
relating to the day-trading operations of the Company.  The total
settlement amount of these cases was $54,505.  This amount has been
accrued in the accompanying consolidated financial statements.

The Company has several arbitration cases that are either pending or
in preliminary stages against Providential Securities, Inc. relating
to the day-trading operations and the ordinary course of the
discontinued securities brokerage business of the Company.  The
Company intends to defend each of the matters vigorously but may enter
into a settlement where appropriate based on the specific allegations
involved and the potential cost to defend the matter.  The total
amount of damages sought by all the claimants of these cases is
$271,850.  This amount has been accrued in the accompanying
consolidated financial statements.

NOTE 16 - INCOME TAXES

The Company's income tax provision in the current year represents
mandatory state taxes for each corporation and some penalties and
interest relating to late payments.

The Company's income tax provision for the six months ending June 30,
2000 was a result of the Company increasing its valuation allowance to
100 percent for deferred tax assets and recording a current state
provision of $2,400 for mandatory state taxes for each corporation.

The reconciliation of income tax expense (benefit) computed at the
U.S. Federal statutory rate to income tax expense (benefit) is as
follows:

                                Year Ended Six Months Ended
                                June 30,2001      June 30, 2000
                               --------------     --------------
Tax at U.S. Federal statutory rates:
                                 $  (683,600)     $ (2,707,300)

State income taxes, net of federal effect:

                                 $  (120,600)     $   (477,800)
Change in valuation allowance:
                                 $   809,723      $  3,323,627
                               --------------     --------------
                                 $     5,523      $    138,527
                               ==============     ==============

As of June 30, 2001 the Company's deferred tax asset amounted to
approximately $4.0 million, which relates primarily to NOL
carryforwards.  The deferred tax asset for the year had a related
valuation allowance in the same amount.

The Company had no significant deferred tax liabilities as of June 30,
2001.

As of June 30, 2001, the Company estimated the available NOL
carryforwards to be approximately $10.1 million, subject to certain
limitations, which will expire on various dates through 2016.

The Company has failed to file its federal and state tax returns for
June 30, 2001 and June 30, 2000.  The Company does not expect the
filing of the tax returns to have a material impact on the Company's
financial condition.

NOTE 17 - BASIC AND DILUTED EARNINGS PER SHARE

                                           2001        2000
                                          ------      ------
    Basic and diluted net loss per share:
    Numerator:
          Net Loss                      $(2,015,644) $(8,101,126)

    Denominator:

          Basic and diluted weighted average
          number of common shares outstanding
          during the period:
                                         27,323,000   26,439,600
                                        ------------  -----------
    Basic and diluted net loss per share:  $  (0.07)  $    (0.31)
                                        ============  ===========


















            PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - COMMITMENTS AND CONTINGENCIES

LEASING ARRANGEMENTS

The Company leases its corporate offices for $4,263 per month on a
rotating 60 day term.

The Company leases certain equipment under non-cancelable operating
leases with various expiration dates, none of which extend beyond June
30, 2003.  Future minimum rental commitments under such noncancellable
operating leases as of June 30, 2001 are as follows:
                   FOR THE YEAR
                  ENDING JUNE 30,                       AMOUNT
                -------------------------------------------------
                      2002                            $27,689
                      2003                              3,400
                                                      -------
                                                      $31,089
                                                      =======

Lease expense for the twelve and six months ending June 30, 2001 and
June 30, 2000 was $44,460 and $85,325, respectively.

JOINT VENTURE AGREEMENT WITH HTV CO.,LTD.

The Company entered into a Joint Venture Agreement with HTV Co., Ltd.
of Ho Chi Minh City, Vietnam in January 2001, effective December 13,
2000 to form Manna Technologies for the purpose of manufacturing LCD
products.  The Company is committed to contributing $2.1 million of
cash as invested capital to receive 70 percent ownership of Manna
Technologies. Manna Technologies received its permit from the
Vietnamese government in March 2001. The manufacturing plant is to be
located in Long Binh, Bien Hoa City, Dong Nai Province, Vietnam.  The
Company is committed to also assist in funding the cost of the plant,
which is expected to be approximately $35 million.  The Company had
not invested any capital as of the date of this report.  The
construction on the plant has not started and is expected to take at
least nine months to be completed.  The joint venture contract expires
in March 2021.

INTERNATIONAL CENTER FOR TRAINING AND CONSULTING, VIETNAM'S MINISTRY
OF TRADE AGREEMENT

International Center for Training and Consulting (ICTC) is an
organization under the Ministry of Trade of Vietnam that promotes
economics, trade, investment and training activities between Vietnam
and foreign organizations. Providential Holdings, Inc. and ICTC signed
an agreement in March 2001 to cooperate in the areas of trade,
economics, and technology. ICTC is responsible for representing
Providential Holdings in connection with appropriate Vietnamese
organizations, businesses, and individual businessmen and investors in
Vietnam. ICTC will also perform consulting services and provide
information on various economic, trade and investment projects as may
be required by Providential.  Fees between the parties will be
negotiated on an as project basis.  As of the date of this report,
there have been no projects completed, except for a pending proposal
to acquire a majority equity interest of Delta Co, Ltd., a
manufacturer of electric bicycles in Ho Chi Minh City, Vietnam.

AGREEMENT WITH DATALOGIC CONSULTING, INC.

Datalogic Consulting, Inc., a Texas corporation, is an IT consulting
firm and a SAS Institute Quality Partner. The Company has assisted
Datalogic in connection with its merger plan with Topclick
International, Inc. and other development strategies. On April 25,
2001, but effective April 18, 2001, Datalogic Consulting, Inc. and the
Company entered into an agreement whereby the Company would receive 10
percent equity in the new company that would result from the
consummation of the proposed merger between Datalogic Consulting, Inc.
and Topclick International, Inc. The merger plan between Datalogic and
Toplick was consummated on July 20, 2001.  The fee for the merger and
acquisition consulting services the Company performed resulted in
2,666,922 shares of Datalogic International, Inc. (the new name for
Topclick International, Inc.).  The Company has received 1.2 million
shares as of the date of this report.

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

Providential Holdings has entered into an agreement on March 25, 2001
with Chu Lai Industrial Zone (CLIZ) Authority, Quang Nam Province,
Central Vietnam, to develop this industrial and export processing
zone, to upgrade a paper mill, and to implement three to five
investment projects in Chu Lai by the end of 2002.  The Company
expects its main role in this project to be the manager organizing the
different companies that will operate their business at this location.
As the date of this report, the Company has not assisted in funding
this project.

PROVIMEX

A wholly-owned division of the Company originally formed on April 10,
2001 under the name "Providential Imex", to focus on trade commerce
with Vietnam.  This division changed its name to Provimex on July 5,
2001. Provimex is expected to generate revenues and profits for the
Company through the exporting and importing of industrial and consumer
goods.

NOTE 19 - STOCK BASED COMPENSATION PLAN

On July 10, 2000 the Company adopted a Stock Option and Incentive Plan
(the "Plan") which provides for the issuance of up to a maximum of 16
million shares of the Company's common stock to officers, employees
and non-employee directors at the sole discretion of the board of
directors.  On August 10, 2000 the Company granted fully vested 14
million options under the Plan to officers, directors and employees at
an exercise price of $.50 per share.  All the options are exercisable
on July 1, 2001 and expire on December 31, 2002.  As of the date of
this report, there have been no options exercised and 5 million of
these options have been forfeited.

As the Company complies with Accounting Principles Board Opinion No.
25 "Accounting for Stock Issued to Employees" in accounting for
options issued to employees no compensation expense has been recorded.
Had compensation costs for the Company's stock option plan been
determined based upon fair value at the grant date consistent with
Statement of Financial Accounting Standards No. 123 (SFAS No. 123),
"Accounting for Stock-Based Compensation," the Company's net loss and
loss per share as of June 30, 2001 would have been as follows:

Net loss as reported          $ (2,015,644)
Net loss - pro forma          $ (7,265,484)
Loss per share as reported    $ (0.07)
Loss per share - pro forma    $ (0.27)

The weighted average fair value of options granted for the year ending
June 30, 2001 is $.37.  The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option pricing
model.  The following assumptions were used for grants in fiscal year
2001: risk-free rate of 6.0 percent; no expected dividend yield;
expected volatility of 540 percent; and an expected life of 2.4 years.


NOTE 20 - GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements, the
Company incurred a net loss of $2.0 million for the year ended June
30, 2001. As of June 30, 2001, the Company had a negative working
capital of $5.4 million and a shareholder deficit of $5.3 million.
Since the main operating subsidiary Providential Securities, Inc.
ceased its securities brokerage operations in October 2000, there has
been no significant revenue stream for the Company. These factors, as
well as the uncertain conditions that the Company faces in its
day-to-day operations, create an uncertainty as to the Company's
ability to continue as a going concern. The financial statements do
not include any adjustments that might be necessary should the Company
be unable to continue as a going concern.

Management has taken action and is formulating additional plans to
strengthen the Company's working capital position and generate
sufficient cash to meet its operating needs through June 30, 2002 and
beyond. Among the actions taken, the Company has filed Form SB-2
Registration Statement to raise additional capital and is currently in
the process of attaining additional financing. In addition, the
Company also anticipates generating more revenue through its proposed
mergers and acquisitions.  (See Notes 19 and 22) No assurances can be
made that management will be successful in achieving its plan.

NOTE 21 - SUBSEQUENT EVENTS

PROVIDENTIAL ADVISORY SERVICES, INC.

Providential Advisory Services, Inc. (PAS) was formed in February 2000
as a California corporation. Its mission is to create distinctive
value and enrich client's lives by providing high quality investment
advisory services that will help improve their asset value over time.
PAS is currently in the process of registering with the appropriate
jurisdictions to become a Registered Investment Advisor (RIA). PAS
will seek to provide investment advisory services to individual and
institutional clients for both short-term and long-term results.  The
Company purchased 60 percent of the outstanding shares of this entity
in July 2001 for $1,000.  As of the date of this report, this
corporation has had no sales, cost of sales or gross profit.

AGREEMENT WITH LEXOR INTERNATIONAL, INC.

On October 9, 2001, the Company entered into an agreement to provide
merger and acquisition consulting services to Lexor International,
Inc., a Maryland corporation, and to assist Lexor in its business
combination plan with Pan-American Automotive Corporation, a Delaware
corporation. According to the agreement, the Company will be receiving
10% equity interest in the resulting company as compensation for its
advisory and consulting services. On October 22, 2001, Pan-American
signed a definitive agreement to acquire 100% of Lexor in exchange for
stock in Pan-American. This transaction was closed on November 5,
2001. The Company is entitled to receive 24,761,900 restricted shares
of Pan-American Automotive Corporation's common stock (after a
seven-to-one reverse split) as a result of this transaction.

JOINT VENTURE AGREEMENT WITH MIMI BAN

On November 27, 2001 by effective November 23, 2001, the Company
signed a joint venture agreement with Mimi Ban, an individual, whereby
Mimi Ban would transfer the liquid crystal display (LCD) technologies
to Providential for the purpose of setting up and operating one or
more LCD manufacturing plants in Vietnam. According to the joint
venture agreement, Mimi Ban will share 30%, Providential Holdings,
Inc. will share 60% and other business partners and investors,
including HTV Co., Ltd., will share 10% of the net profits that will
be generated from any and all LCD plant(s) that will be established in
Vietnam and elsewhere as a result of this agreement. This joint
venture agreement supersedes all prior agreements, arrangements and
covenants, including but not limited to the Joint Venture Agreement
between Boxo, Inc. and the Company dated January 4, 2001 and the
Letter of Intent between Boxo, Inc. and the Company dated December 20,
2000 and any amendment thereof. As of the date of this report there
have been no manufacturing plants operating or has been set-up.

NOTE PAYABLE

In July 2001, the Company borrowed $60,000 from a corporation secured
by one million restricted shares of the Company.  The note bears an
interest rate of 12 percent and has a five percent premium per month
on the outstanding balance.  This note is convertible to common stock
of the Company at any time at a conversion price calculated using the
average closing bid price of the common stock for the five trading
days immediately preceding the conversion date.  The loan is payable
on demand.  As of the date of this report, this loan has not been paid
or converted into common stock.

EQUITY LINE OF CREDIT

The Company received a $20 million equity line of credit at the
beginning of November 2001 with Boston-based Dutchess Private Equities
Fund, L.P.  The line of credit's term is three years.  The amount the
Company can receive is dependent on the amount of free trading shares
put in an escrow account or an effective registration statement.  The
Company can borrow up to 95 percent of the market price (as defined in
the agreement) of the registered shares or the free-trading shares
deposited in escrow. Each time the Company receives funds against this
line of credit it incurs a 3 percent fee, payable in cash on the gross
proceeds, and an additional 1 percent fee on the total value of the
equity line, payable in shares of the Company's common stock.  As of
the date of this report, no funds have been received against this line
of credit.







<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

    None.


     PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS, COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
         ACT

The following table sets forth certain information as of June 30,
2001, with respect to the Directors and Executive Officers of the
Company.

NAME                  AGE      POSITION
----------            ---      --------
Henry D. Fahman       48      Chairman of the Board, President

Tina T. Phan          34      Director, Secretary and Treasurer

Thorman Hwinn         52      Director

Directors are elected at the annual meeting of shareholders and hold
office until the following annual meeting and until their successors
are elected and qualified. All Executive Officers serve at the
discretion of the Board of Directors.

Henry D. Fahman has been President and Chairman of the Board of
Providential Holdings, Inc. since January 14, 2000.  Henry D. Fahman
served as President and Chairman of the Board of Providential
Securities, Inc. from  its inception in October 1992 to October 2000.
Mr. Fahman is currently a member of the Board of Trustees of Union
College of California and President of Providential Foundation, Inc.,
both of which are non-profit organizations. Mr. Fahman is the husband
of Tina T. Phan, our Secretary and Treasurer and a member of our Board
of Directors.

Tina T. Phan has been a Director and Secretary of the Company since
January 2000 and was Vice President of Operations of Providential
Securities, Inc. from 1995 to 2000. Currently Mrs. Phan also serves as
Treasurer of the Company and President of Providential Advisory
Services, Inc., a California corporation. Mrs. Phan was employed by
the World Relief Corporation from 1992 to 1995. Mrs. Phan is the wife
of Henry D. Fahman.

Thorman Hwinn has been a Director of the Company since June 30, 2001.
Most recently he has held managerial positions for retailers catering
to the Vietnamese-American community in California. From 1993 to 1994,
he was Vice President of Vinusa Investment & Holding Company, a
California corporation. From 1978 to 1987, he was a Professor with
Vietnam's University of Finance, serving as Chief of the Mathematics
Department.  From 1970 to 1975, Mr. Hwinn was an economic specialist
at the Cabinet level for the Vice Prime Minister's Office for Economic
Development and a banking specialist with the Agricultural Development
Bank, Vietnam.

The Company's securities are not registered under Section 12(g) of the
Exchange Act. Accordingly, the Directors and Executive Officers of the
Company are not required to file reports under Section 16(a) of that
act.

ITEM 10. EXECUTIVE COMPENSATION

    (a) Any compensation received by officers, directors, and
management personnel of the Company will be determined and approved
from time to time by the Board of Directors of the Company as it deems
appropriate and reasonable. Officers, directors, and management
personnel of the Company will be reimbursed for any out-of-pocket
expenses incurred on behalf of the Company. The table set forth below
summarizes the annual compensations paid to the Officers of the
Company in the year ended June 30, 2001:


SUMMARY COMPENSATION TABLE

Name and Principal Position                  Salary    Bonus

Henry D. Fahman, President                   $17,252   None
Tina T. Phan, Secretary/Treasurer            $19,250   None

    (b) There are no annuity, pension or retirement benefits proposed
to be paid to officers, directors, or employees of the Company in the
event of retirement at normal retirement date as there is no existing
plan provided for or contributed to by the Company.

    (c) All members of the Company's Board of Directors, whether
officers of the Company or not, may receive an amount yet to be
determined annually for their participation in meetings of the Board
and will be required to attend a minimum of four meetings per fiscal
year. The Company reimburses all expenses for meeting attendance or
out of pocket expenses connected directly with their Board
participation.

   (d) On July 10, 2000, the company approved stock options for the
following officers, directors, and employees of the company (after
approval by the board of directors):


<PAGE>
<PAGE>
<TABLE> (format change)
<S>                        <C>           <C>             <C>        <C>         <C>
                           NUMBER OF
                           SECURITIES    % OF TOTAL
                           UNDERLYING      OPTIONS
                           OPTIONS         GRANTED TO
                           GRANTED IN      EMPLOYEES
                           THE LAST        DURING THE    EXERCISE   EXERCISE    EXPIRATION
NAME                       FISCAL YEAR     FISCAL YEAR    PRICE       DATE         DATE
-----------                ------------    -----------   --------   ---------   ----------


Henry D. Fahman
CEO and Chairman of        5,000,000       35.71%          $.50     7/01/2001   12/31/2002
the Board

Nhi T. Le
Former Director &          5,000,000       35.71%          $.50     7/01/2001   12/31/2002
Corporate Srategist

Tina T. Phan
Director/Treasurer         2,000,000       14.28%          $.50     7/01/2001   12/31/2002
& Secretary

Theodore D. Fahman
Former Treasurer           1,000,000        7.15%          $.50     7/01/2001   12/31/2002

Timothy D. Fahman
Former V.P.                  500,000        3.58%          $.50     7/01/2001   12/31/2002

Hung H. Nguyen
Former V.P.                  500,000        3.57%          $.50     7/01/2001   12/31/2002


    The options contain no vesting provisions, but rather must be exercised by the end of 2002.

</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


<TABLE>

        The following table sets forth information regarding the beneficial ownership of shares
of the company's common stock as of November 26, 2001 (28,032,869 issued and outstanding,
excluding 11,800,000 shares of treasury stock) by (i) all shareholders known to the company to
be beneficial owners of more than 5% of the outstanding common stock; and (ii) all directors
and executive officers of the company, and as a group:

<S>                     <C>                              <C>                    <C>
                        NAME AND ADDRESS OF              AMOUNT OF BENEFICIAL   PERCENT OF
TITLE OF CLASS          BENEFICIAL OWNER(1)              OWNERSHIP(2)           CLASS
--------------          ------------------------         --------------------   ----------

Common Stock............Henry D. Fahman,                        5,853,246(3)        20.88%
                        8700 Warner Ave.,
                        Fountain Valley, California
                        92708

Common Stock............Nhi T. Le,                              5,571,541           19.86%
                        8700 Warner Ave.,
                        Fountain Valley, California
                        92708

Common Stock............Hung H. Nguyen,                         2,368,097            8.41%
                        8700 Warner Ave.,
                        Fountain Valley, California
                        92708

Common Stock............Tina T. Phan (4)                        1,195,889            4.27%
                        8700 Warner Ave.,
                        Fountain Valley, California
                        92708


Common Stock............Shares of all directors and             7,049,135           25.15%
                        executive officers as a group
                        (2 persons)



(1) Each person has sole voting power and sole dispositive power as to all of the shares shown
as beneficially owned by them.

(2) Certain of these shares have been pledged to secure certain obligations of the company.

(3) Included within this total is 25,000 shares of convertible preferred shares of Providential
Securities, Inc. which may be converted at any time prior to January 14, 2002 under the terms
of a convertible promissory note issued by the company.

(4) Tina Phan is the wife of Henry Fahman.





</TABLE>
<PAGE>
<PAGE>
(format change)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Henry D. Fahman, Chairman and Chief Executive Officer of the Company,
has from time to time made cash advances to the Company. The advances
are unsecured, payable on demand, interest free and rarely outstanding
for more than a month.

Certain of the officers and directors of the company are engaged in
other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors. As a result, certain conflicts of interest
may arise between the company and its officers and directors. The
company will attempt to resolve such conflicts of interest in favor of
the company. The officers and directors of the company are accountable
to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling
the company's affairs. A shareholder may be able to institute legal
action on behalf of the company or on behalf of itself and other
similarly situated shareholders to recover damages or for other relief
in cases of the resolution of conflicts is in any manner prejudicial
to the company.

     PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K



EXHIBIT NO.                         DESCRIPTION
-----------       -----------------------------------------------


 2.1      Plan of Exchange between the company and Prima Eastwest
          Model Management, Inc. (incorporated by reference to Exhibit
          2 to the Form 8-K filed on march 1, 1996)

 2.2      Corporate Combination Agreement between the company and
          Providential Securities, Inc., effective on January 14, 2000
          (incorporated by reference to Exhibit 10.12 to the Form 10-
          KSB filed on January 10, 2000).

 3.1      Articles of Incorporation (1)

 3.2      Amendment to Articles of Incorporation (incorporated by
          reference to Exhibit 3.1 of the Form 10-KSB for the fiscal
               year ended June 30, 1995).

 3.3      Amendment to Articles of Incorporation (5)

 3.4      Certificate of Amendment to Articles of Incorporation (5)

 3.5      Bylaws, as amended (5)

 4.1      Form of Series 1 Bridge Notes Purchase and Security
          Agreement between the Company and investors, dated March 27,
          2000 (5)

 4.2      Form of Series 1 Bridge Note executed by the Company issued
          by the Company to Investors. (5)

 4.3      Form of Common Stock Purchase Warrant issued by the Company
          to investors. (5)

 4.4      Form of Repricing Warrant issued by the Company to
          investors. (5)

 4.5      Form of Registration Rights Agreement between the company
          and investors, dated March 27, 2000 (5)

 4.6      Form of Common Stock Purchase Warrant to be issued by the
          company to Sovereign Capital Advisors, LLC (5)

 4.7      Form of Convertible Promissory Note issued by the Company to
          preferred shareholders of Providential Securities, Inc. (5)

 4.8      Consulting Agreement (5)

 5.1      Opinion re validity of Agreements (5)

10.1      Benatone Exchange Agreement, with Creditors (2)

10.2      Benatone Share Acquisition Agreement (for Weldnow
          Enterprise, Ltd.) (2)

10.3      Benatone Share Acquisition Agreement (Dynedeem Limited) (2)

10.4      Benatone Exchange Agreement (2)

10.5      Benatone Asset Sale Agreement (2)

10.6      Benatone Royalty Agreement (2)

10.7      Benatone Consultancy Agreement (2)

10.8      Benatone Deed (2)

10.9      Autokraft Stock Purchase Agreement (3)

10.10     Autokraft Stock Subscription Agreement (3)

10.11     Prima Agreement and Plan of Merger (4)

10.12     Escrow Agreement between the company and Warshaw Burstein
          Cohen Schelsinger & Kuh, LLP, dated March 28, 2000
          (incorporated by reference to exhibit 10.1, filed with the
          Form SB-2 on September 28, 2000).

10.13     Placement Agency Agreement between the company and Sovereign
          Capital Advisors, LLC, dated March 28, 2000 (incorporated by
          reference to exhibit 10.2, filed with the Form SB-2 on
          September 28, 2000).

10.14     Guaranty Agreement between Henry Fahman and SovCap Equity
          Partners, Ltd, dated March 28, 2000 (incorporated by
          reference to exhibit 10.3, filed with the Form SB-2 on
          September 28, 2000).

10.15     Pledge Agreement between Henry Fahman and SovCap Equity
          Partners, Ltd, dated March 28, 2000 (incorporated by
          reference to exhibit 10.4, filed with the Form SB-2 on
          September 28, 2000).

10.16     Partnership Purchase Agreement between the company and Holt
          + Collins, dated May 31, 2000 (incorporated by reference to
          exhibit 10.5, filed with the Form SB-2 on September 28,
          2000).

10.17     Memorandum of Agreement between DataLogic Consulting, Inc.
          and Providential Holdings, Inc., dated April 25, 2001 (6)

10.18.1   Letter of Intent between Providential Holdings, Inc. and
          Epicenter, Inc., dated October 30, 2000 (6)

10.18.2   Amendment to Letter of Intent between Providential Holdings,
          Inc. and Epicenter, Inc., dated November 30, 2000 (6)

10.18.3   Amendment to Letter of Intent between Providential Holdings,
          Inc. and Epicenter, Inc., dated January 12, 2001 (6)

10.18.4   Amendment to Letter of Intent between Providential Holdings,
          Inc. and Epicenter, Inc., dated June 26, 2001 (6)

10.18.5   Amendment to Letter of Intent between Providential Holdings,
          Inc. and Epicenter, Inc., dated October 02, 2001 (6)

10.19     Joint Venture Agreement between Providential Holdings, Inc
          and Boxo, Inc., dated January 1, 2001 (6)

10.20     License of Manna Technologies Joint Venture Company, dated
          March 21, 2001 (6)

10.21     Memorandum of Agreement between International Consulting and
          Training Center, Ministry of Trade, Vietnam and the Company,
          dated March 24, 2001 (6)

10.22     Memorandum of Agreement among General Transportation Company
          No. 5, Chu Lai Industrial Zone and the Company, dated March
          25, 2001 (6)

10.23     Letter of Intent between Providential Holdings, Inc. and
          Global Systems and Technologies, Corp. dated October 18,
          2001, filed herewith

10.24     Letter of Intent between Providential Holdings, Inc. and
          Estate Planning and Investment Company dated November 7,
          2001, filed herewith

10.25     Joint Venture Agreement between Providential Holdings, Inc.
          and Mimi Ban dated November 23, 2001, filed herewith

16.1      Notification of Change of Accountants, Kabani & Co.
          appointed (incorporated by reference to exhibits filed with
          Form 8-K/A, filed September 10, 2001)

17.1      Resignation of Nhi T. Le as director and officer and
          appointment of Thorman Hwinn as Director (incorporated by
          reference to exhibits filed with Form 8-K, filed July 9,
          2001)

21.1      Subsidiaries of the Registrant

23.1      Consent of Accountants (5)

23.2      Consent of Counsel (5)

          (1)  Incorporated by reference to the company's Registration
          Statement on Form S-18, declared effective August 10, 1982
          (SEC File No. 2-78335-NY), and to the company's Annual
          Report on Form 10-K for the fiscal year ended June 30, 1995.

          (2)  Incorporated by reference to the company's Current
          Report on Form 8-K, dated September 7, 1995

          (3)  Incorporated by reference to the Company's Current
          Report on Form 8-K/A, dated September 12, 1995.

          (4)  Incorporated by reference to the Company's Current
          Report on Form 8-K, dated March 1, 1996.

          (5)  Incorporated by reference to Form SB-2 filed September
          28, 2000.

          (6) Incorporated by reference to Form 10Ksb for the
          year ended June 30, 2000 filed October 16, 2001.


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

No annual report or proxy material has been sent to security holders
nor are such materials anticipated to be sent, with the exception of
this Annual Report on Form 10-KSB.


                              SIGNATURES


In accordance with Section 13 or 15 (d) of the Exchange Act, the
Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

PROVIDENTIAL HOLDINGS, INC.

Date:  December 10, 2001            By: /s/  Henry D. Fahman
                                    --------------------------
                                    Henry D. Fahman, President


In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the
capacities and on the dates indicated.

SIGNATURE                          TITLE                    DATE

/s/ Henry D. Fahman
----------------------
HENRY D. FAHMAN        President/Chairman       December 10, 2001

/s/ Thorman Hwinn
----------------------
THORNMAN HWINN         Director                 December 10, 2001

/s/ Tina T. Phan
----------------------
TINA T. PHAN           Secretary/Treasurer/Director
                                                December 10, 2001













Exhibit No 10.23

Letter of Intent between Providential Holdings, Inc.
and Global Systems and Technologies, Corp.


October 18, 2001

C. Gino Ward
President/CEO
Global Systems & Technologies, Corp.
P.O. Box 441427
Forth Washington, MD 20749-1427

Dear Gino:

The purpose of this letter ("Letter of Intent") is to confirm our
mutual understanding concerning the proposed acquisition of Global
Systems & Technologies, Corp., a Maryland corporation ("Seller"), by
Providential Holdings, Inc., a Nevada corporation ("Buyer").  If this
Letter of Intent correctly sets forth your understanding, please sign
the enclosed copy as indicated below and return it to us.  This Letter
of Intent must be accepted by Seller no later than October 26, 2001
and shall terminate and be of no further force or effect if not
accepted by such time and date.

1.   Transaction. Buyer proposes to acquire all of the outstanding
capital stock of  Global Systems & Technologies, Corp.,  for the
consideration, as more fully described below, and file a SB-2
Registration Statement to take Seller public in 90 to 120 days.

2.   Form of Transaction. Stock and debenture.

3    Transaction Schedule.   Financial due diligence, legal due
diligence and management due diligence shall be completed by November
16, 2001. Definitive documents for the transaction are to be signed by
November 30, 2001 and the closing of the transaction is to occur no
later than December 14, 2001.

4.   Consideration. Buyer shall pay to Seller's shareholder(s) a total
of  Five Million Dollars ($5,000,000) consisting of common stock of
Buyer and a demand promissory note as set forth in Article 5.

5.   Payment Schedule.

     a.  Two-Hundred-Fifty-Thousand-Dollars ($250,000) in cash at the
time of the Closing.

     b.  Two-Hundred-Fifty-Thousand-Dollars ($250,000) 30days after
the time of the Closing.

     c.  Two-Million-Five-Hundred-Thousand-Dollar ($2,500,000) worth
of Buyer's restricted common stock based on the closing market price
at the time of the Closing.

     d.  A 180-day non-interest bearing demand promissory note in the
amount of Two Million Dollars ($2,000,000).

6.   Accounting treatment. It is expected that the acquisition will be
treated as a    stock purchase for accounting purposes.

7.   Audit. Buyer will bear the cost of a review by an accounting firm
of Buyer's choosing for Seller's fiscal years ended December 31, 1999,
2000 and for 2001 year to date.  Such review will include but not be
limited to such steps as necessary to confirm Seller's revenues, labor
costs, expenses and other such financial and statistical data as may
be appropriate to properly evaluate Seller's business.

8.   Due Diligence.  Seller will cooperate fully with Buyer's
investigations and will disclose all material facts regarding its
businesses and affairs.  Seller will afford to the officers,
independent accountants, counsel and other representatives of the
Buyer reasonable access to the properties, books, records and
personnel of Seller in order that Buyer may have a full opportunity to
make such investigation as it desires to make of Seller.

9.   Publicity.  The parties will mutually agree as to the wording and
timing of any informational releases concerning this transaction prior
to and through Closing as may be required by applicable securities
laws.  It is acknowledged by Buyer that Seller may inform Seller's
employees and staff of the proposed transaction.

10.   Definitive Agreement; Conditions.  The proposed transaction will
be subject to, among other things, approval of the Board of Directors
of Buyer and Seller and the negotiation and execution of a definitive
Purchase Agreement and related documents and Buyer's satisfactory
completion of its due diligence review of Seller.  The parties
currently intend that the closing of the transaction would occur as
soon as practicable and currently expect it to occur no later than
December 14, 2001.  The Purchase Agreement and related documents,
which shall be drafted by Buyer's counsel, and which shall be subject,
in all respects, to the approval of both parties and their respective
counsels, shall contain, among others, the following terms:

a)   Covenants by both Buyer and Seller allowing the current
shareholders of Seller and/or their assignees to acquire back seventy
percent (75%) of the common shares of Seller upon going public in
exchange for all the consideration set forth in Sections 4 and 5.

b)   Covenants by both Buyer and Seller that the Definitive Agreement
shall be null and void if a SB-2 Registration Statement is not filed
after 120 days of the Closing, at which time all the consideration as
set forth in Sections 4 and 5 shall be returned to Buyer.

c)   Covenant by Buyer that Buyer will assist Seller's
     management with respect to additional financing,
     investment banking, public offering, public relations,
     investor relations, strategic alliances, planning,
     marketing as well as other corporate services that may
     be needed to implement Global Systems & Technologies,
     Corp.'s  business plan.

c)   Other customary covenants, representations, warranties, terms and
conditions, including, without limitation, the absence of any material
adverse change in business, operations, or financial condition of
Seller, or any pending or threatened judicial or administrative
proceeding challenging the proposed transaction, indemnification by
the current shareholders of Seller for breaches of representation and
warranties, offset rights against installment payments for indemnity
obligations, appropriate covenants not to compete from key
employee-shareholders of Seller and such other provisions or
conditions as Buyer and Seller believe appropriate for this type of
transaction;

d)   the approval of the Definitive Agreement by the Board of
Directors of Buyer and Seller and the shareholder(s) of Buyer and
Seller;

e)   the completion of a due diligence review by Buyer, the results of
which must be satisfactory to Buyer;

f)   Execution prior to or at the closing of a mutually acceptable
employment agreement with certain key employees of Seller for a
minimum of two years.

11.  Conduct of Business.  Seller agrees that, from and after the date
of the Letter of Intent until termination of this Letter of Intent or
consummation of the acquisition, Seller shall pay its employees only
their regular monthly salaries and shall pay no bonuses (other than in
the ordinary course) or other extraordinary payments to its employees
or shareholders, including, without limitation, dividends or other
distributions with respect to its outstanding capital stock.  In
addition Seller shall conduct its business in the ordinary course and
the best of its ability, and shall issue no additional capital stock
nor incur any indebtedness except in the ordinary course of business
or for purposes of paying Seller's expenses as set forth in Section
14, nor make any purchases other than in ordinary course.  Seller
shall not, without consent of Buyer, take any action or make any
filings with any federal or state regulatory agency or department that
would modify or alter Seller's corporate, legal or regulatory status,
and will not form or finance or contribute any property to any new
business entity.

12.  Confidentiality.  Seller and Buyer agree that all information
about the other's business obtained by them and not previously known
by them prior to the negotiations leading to this agreement shall be
deemed confidential and until such confidential information becomes
known to the public through no fault of the non-disclosing party or
independently developed by the non-disclosing party, shall not be
disclosed to any other party and such information shall not be used by
the non-disclosing party except to evaluate the desirability of the
acquisition or to negotiate the definitive agreement.  Nothing herein
shall be deemed to supersede the existing Nondisclosure Agreements
between the parties which shall remain in full force and effect.

13.  No Shop Clause.  Commencing on the date this agreement is signed
by both Seller and Buyer until such time as this Letter of Intent
terminates neither Seller nor its shareholders, directors, officers or
agents will, directly or indirectly, encourage, initiate, continue,
resume or engage in discussions or negotiations with, or provide
information to, any individual or entity (other than Buyer and its
representatives) concerning (i) any acquisition or purchase of all or
a material portion of the assets of Seller or any equity interest in
Seller or (ii) any merger, consolidation, or business combination with
Seller, except with express written consent from Buyer.

14.  Legal Fees and Expenses. Seller will bear its expenses of the
transaction, including without limitation legal and accounting fees.
Buyer will bear the Buyer's expense of the transaction including
without limitation investment banking, legal, and accounting fees.
Each party to this Letter of Intent shall indemnify and hold harmless
the other from any claim for brokerage or finders' fees arising out of
the transaction contemplated hereby by any person claiming to have
been engaged by such party.

15.    Termination.  In the event the parties fail to enter into a
definitive acquisition   agreement on or before November 30, 2001 or
fail to close the transaction on or before December 14, 2001, the
understandings contained in this Letter of Intent, unless extended by
mutual agreement of the parties, shall terminate and be of no further
force or effect (Subject to section 17 below) except that sections 12
and 14 of this agreement and any Confidentiality Agreement between
Buyer and Seller shall survive such Termination and remain in force.

16.  Governing Law.  This Letter of Intent shall be governed by and
constructed in accordance with the Laws of the State of California
applicable to the contracts made and to be performed wholly in
California.

17.  Binding Effect.  Except with respect to the obligations of the
parties described in Sections 11 through 18, inclusive, which are
intended to be binding agreements of the parties hereto, this Letter
of Intent does not in any way create any legal rights or obligations
between any of us, the parties intending that all additional legal
rights and obligations between them would come into existence only
when definitive agreements are signed and delivered.  The parties
agree and acknowledge that this Letter of Intent does not state all of
the essential terms and conditions of the proposed transaction.

18.  Counterparts.  This Letter of Intent may be executed in any
number of counterparts, and each such counterpart shall be deemed to
be an original instrument, but all such counterparts together shall
constitute one agreement.

Sincerely,
Providential Holdings, Inc.
/s/Henry Fahman
Henry Fahman
Chairman & CEO


Agreed to and accepted by:

Seller: Global Systems & Technologies, Corp.

Dated: 10/18/2001
/s/ Gino Ward
Gino Ward, President/CEO

<PAGE>
Exhibit 10.24

Letter of Intent between Providential Holdings, Inc.
and Estate Planning and Investment Company.


November 7, 2001.

Ms. Robin G. Noe
President
Epico Insurance Agency, Inc.
320 Goddard, Suite 250
Irvine, CA 92618

Dear Ms. Noe:

The purpose of this letter ("Letter of Intent") is to confirm our
mutual understanding concerning the proposed acquisition of Epico
Insurance Agency, Inc., a California corporation ("Seller"), by
Providential Holdings, Inc., a Nevada corporation ("Buyer").  If this
Letter of Intent correctly sets forth your understanding, please sign
the enclosed copy as indicated below and return it to us.  This Letter
of Intent must be accepted by you no later than November 16, 2001 and
shall terminate and be of no further force or effect if not accepted
by such time and date.

1.   Transaction. Buyer proposes to acquire all of the outstanding
capital stock of Epico Insurance Agency, Inc. (EPICO) for the
consideration, as more fully described below.

2.   Form of Transaction. Cash, Contingent Consideration and
Marketable Securities.

3.   Transaction Schedule.   Financial due diligence, legal due
diligence and management due diligence shall be completed by December
14, 2001.  Definitive documents for the transaction are to be signed
by January 11, 2002 and the closing of the transaction is to occur no
later than February 15, 2002.

4.   Consideration. Buyer would pay to Seller's shareholder(s) base
consideration of  $1,000,000 (the "Base Consideration") in cash at
closing, contingent payments for two years following closing (the
"Contingent Consideration) and marketable securities as set forth in
this Letter of Intent and subject to the terms and conditions set out
in Section 10 below. Providential Holdings, Inc. and Henry Fahman
would guarantee buyer's payment obligations.

5.   Payment Calculation and Schedule.

a.    One hundred percent (100%) of Base Consideration would be paid
in cash at the time of closing.

b.   Provided that Robin Noe is employed by Buyer for 5 Calendar
Quarters after the date of closing (or if her employment has been
terminated without Cause by Buyer during such period), additional
Contingent Consideration shall be paid to Seller after the date of
closing as follows:

10% of quarterly revenues shall be paid to Seller or her assignee, 15
days following the end of the respective quarters for eight (8)
quarters.

Revenue is defined to include all Trust Sales revenue and all Annuity
Commission income, regardless of the source, for the operations of
Seller's branches at the time of closing plus any new branches opened
with the consent of buyer.

6.   Accounting treatment. It is expected that the acquisition will be
treated as a stock purchase for accounting purposes.

7.   Audit. Buyer will bear the cost of a review by an accounting firm
of Buyer's choosing for Seller's fiscal years ended December 31, 1999,
2000 and for 2001 year to date.  Such review will include but not be
limited to such steps as necessary to confirm Seller's revenues, labor
costs, expenses and other such financial and statistical data as may
be appropriate to properly evaluate Seller's business.

8.   Due Diligence.  Seller will cooperate fully with Buyer's
investigations and will disclose all material facts regarding her
businesses and affairs.  Seller will afford to the officers,
independent accountants, counsel and other representatives of the
Buyer reasonable access to the properties, books, records and
personnel of Seller in order that Buyer may have a full opportunity to
make such investigation as it desires to make of Seller.

9.   Publicity.  The parties will mutually agree as to the wording and
timing of any informational releases concerning this transaction prior
to and through Closing as may be required by applicable securities
laws.  It is acknowledged by Buyer that Seller and Buyer  may jointly
inform Seller's employees and staff of the proposed transaction.

10.  Definitive Agreement; Conditions.  The proposed transaction will
be subject to, among other things, approval of the Board of Directors
of Buyer and Seller and the negotiation and execution of a definitive
Purchase Agreement and related documents and Buyer's satisfactory
completion of its due diligence review of Seller.  The parties
currently intend that the closing of the transaction would occur as
soon as practicable and currently expect it to occur no later than
February 15, 2002.  The Purchase Agreement and related documents,
which shall be drafted by Buyer's counsel, and which shall be subject,
in all respects, to the approval of both parties and their respective
counsels, shall contain, among others, the following terms:

a)   Customary covenants, representations, warranties, terms and
conditions, including, without limitation, the absence of any material
adverse change in business, operations, or financial condition of
Seller, or any pending or threatened judicial or administrative
proceeding challenging the proposed transaction, indemnification by
the current shareholders of Seller for breaches of representation and
warranties, offset rights against installment payments for indemnity
obligations, appropriate covenants not to compete from key
employee-shareholders of Seller and such other provisions or
conditions as Buyer and Seller believe appropriate for this type of
transaction;

b)   The approval of the definitive agreements by the Board of
Directors of Buyer and Seller and the shareholder(s) of Seller;

c)   The completion of a due diligence review by Buyer, the results of
which must be satisfactory to Buyer;

d)   Execution at the closing of a mutually acceptable employment
agreement with Robin Noe.  Robin Noe's employment agreement would
include an annual base salary of  $100,000 and other benefits as
defined for a principal with EPICO.   In addition, Robin Noe would be
granted an incentive stock option on the date of closing in an amount
of 1,000,000 shares of common stock of Providential Holdings, Inc. at
a share price of $.25 (25 cents) per share. The stock option shall
have a 30-month exercise period expiring on August 31, 2005, subject
to the rules and requirements of Providential Holdings, Inc. Incentive
Stock Option Plan. Robin Noe would also receive a put option on the
shares of common stock as stipulated in said incentive stock option
whereby Robin Noe would be able to sell the same shares to Buyer at a
share price of $2.25 per share any time starting the 24th month after
the day of closing but no later than the 30-month exercise limit.

11.  Conduct of Business.  Seller agrees that, from and after the date
of the Letter of Intent until termination of this Letter of Intent or
consummation of the acquisition, Seller shall pay its employees only
their regular monthly salaries and shall pay no bonuses (other than in
the ordinary course) or other extraordinary payments to its employees
or shareholders, including, without limitation, dividends or other
distributions with respect to its outstanding capital stock.  In
addition Seller shall conduct its business in the ordinary course and
the best of its ability, and shall issue no additional capital stock
nor incur any indebtedness except in the ordinary course of business
or for purposes of paying Seller's expenses as set forth in Section
14, nor make any purchases other than in ordinary course.  Seller
shall not, without consent of Buyer, take any action or make any
filings with any federal or state regulatory agency or department that
would modify or alter Seller's corporate, legal or regulatory status,
and will not form or finance or contribute any property to any new
business entity.

12.  Confidentiality.  Seller and Buyer agree that all information
about the other's business obtained by them and not previously known
by them prior to the negotiations leading to this agreement shall be
deemed confidential and until such confidential information becomes
known to the public through no fault of the non-disclosing party or
independently developed by the non-disclosing party, shall not be
disclosed to any other party and such information shall not be used by
the non-disclosing party except to evaluate the desirability of the
acquisition or to negotiate the definitive agreement.  Nothing herein
shall be deemed to supersede the existing Nondisclosure Agreements
between the parties which shall remain in full force and effect.

13.  No Shop Clause.  Commencing on the date this agreement is signed
by both Seller and Buyer until such time as this Letter of Intent
terminates, except with express consent from Buyer, neither Seller nor
its shareholders, directors, officers or agents will, directly or
indirectly, encourage, initiate, continue, resume or engage in
discussions or negotiations with, or provide information to, any
individual or entity (other than Buyer and its representatives)
concerning (i) any acquisition or purchase of all or a material
portion of the assets of Seller or any equity interest in Seller or
(ii) any merger, consolidation, or business combination with Seller.

14.  Legal Fees and Expenses. Seller will bear its expenses of the
transaction, including without limitation legal and accounting fees.
Buyer will bear the Buyer's expense of the transaction including
without limitation investment banking, legal, and accounting fees.
Each party to this Letter of Intent shall indemnify and hold harmless
the other from any claim for brokerage or finders' fees arising out of
the transaction contemplated hereby by any person claiming to have
been engaged by such party.

15.  Termination.  In the event the parties fail to enter into a
definitive acquisition agreement on or before January 11, 2002 or fail
to close the transaction on or before February 15, 2002 the
understandings contained in this Letter of Intent, unless extended by
mutual agreement of the parties, shall terminate and be of no further
force or effect (Subject to section 17 below) except that sections 12
and 14 of this agreement and the Confidentiality Agreement between
Providential Holdings, Inc. and Corporate Finance Associates shall
survive such Termination and remain in force.

16.  Governing Law.  This Letter of Intent shall be governed by and
constructed in accordance with the Laws of the State of California
applicable to the contracts made and to be performed wholly in
California

17.  Binding Effect.  Except with respect to the obligations of the
parties described in Sections 11 through 18, inclusive, which are
intended to be binding agreements of the parties hereto, this Letter
of Intent does not in any way create any legal rights or obligations
between any of us, the parties intending that all additional legal
rights and obligations between them would come into existence only
when definitive agreements are signed and delivered.  The parties
agree and acknowledge that this Letter of Intent does not state all of
the essential terms and conditions of the proposed transaction.

18.  Counterparts.  This Letter of Intent may be executed in any
number of counterparts, and each such counterpart shall be deemed to
be an original instrument, but all such counterparts together shall
constitute one agreement.

19.  Financial Intermediary Fees.  The seller shall be responsible for
paying any commissions or fees due with respect to the sale of the
EPICO. It is understood by both parties that the commission or
transaction fee is payable in certified funds at the earlier of
settlement or closing.

Sincerely,
Providential Holdings, Inc.
/s/ Henry Fahman
Henry Fahman
Chairman and CEO


Agreed to and accepted by:
Epico Insurance Agency, Inc.
/s/ Robin Noe
Robin Noe
President

<PAGE>
Exhibit 10.25

Joint Venture Agreement between Providential Holdings,
Inc. and Mimi Ban.

Joint Venture Agreement

This Agreement is made as of the 23rd  day of November, 2001 ("The
Effective Date"), by Providential Holdings, Incorporated, (a Nevada
Corporation) with principal business address at 8700 Warner Avenue,
Fountain Valley, CA 92708, (hereinafter known as "Party A") and Mimi
Ban with principal address at 14721 Wilson Street, Midway City, CA
92655, (hereinafter known as "Party B").

WHEREAS, Party A is a publicly traded company and has potential access
to investment capital through the financial markets;

WHEREAS, Party B possesses the knowledge of the TN, STN and TFT
technologies and is able, willing and ready to set up a factory for
the manufacturing of Liquid Crystal Display (LCD) products;

WHEREAS, Party A and Party B desire to enter into a joint venture
agreement to pursue one or more business interests that may be
mutually beneficial to both parties;

WHEREAS, Party B is able, willing and ready to transfer the LCD
technologies to Party A or its assign(s) for the purpose of setting up
and operating one or more LCD manufacturing plants in Vietnam,

1.   Party A and Party B hereby agree to a joint venture, whereby:

1.1. Both parties shall from time to time collaborate in various
business ventures that may be mutually beneficial to both parties.

1.2. Both parties agree, in particular, to establish one or more
factories in Vietnam to manufacture TN, STN and TFT Liquid Crystal
Display products.

1.3. Party A's duties and considerations will be as follows:

A.   Finding one or more business partners and forming one or more
joint venture enterprises in Vietnam;

B.   Arranging all the necessary funding to establish and operate one
or more LCD plant(s) in Vietnam;

C.   Managing or providing assistance to manage all phases of the
joint venture enterprise(s) in Vietnam;

D.   Managing or assisting in the public offering of the stock of the
joint venture enterprise(s) in the future;

E.   Performing other functions and duties that may deem necessary to
create value for the joint venture enterprise(s).

1.4. Party B's considerations and duties will be as follows:

A.   Transferring all the necessary technologies related to TN, STN
and TFT Liquid Crystal Display to the joint venture enterprise(s) in
Vietnam for the purpose of setting up and operating one or more LCD
plants in that country.

B.   Performing any and all tasks that may be required to successfully
set up and operate the LCD plant(s); including but not limited to
procuring equipment and machinery, hiring engineers and experts,
installing hardware and software, training personnel, purchasing raw
materials, testing and inspecting, etc.

C.   Performing all other tasks that may deem necessary to create
value for the joint venture enterprise(s).

2.   Party A shall share 60% in the net profits generated from any and
all LCD plant(s) that will have been established in Vietnam and
elsewhere as a result of this joint venture agreement.  These profits
shall be determined after production costs, sales costs, marketing
costs, administrative costs, general office costs, overhead costs,
consulting fees, legal fees, miscellaneous expenses and applicable
taxes that will be deducted from the operating income.

3.   Party B shall share 30 % in the net profits generated from any
and all LCD plant(s) that will have been established in Vietnam and
elsewhere as a result of this joint venture agreement.  These profits
shall be determined after production costs, sales costs, marketing
costs, administrative costs, general office costs, overhead costs,
consulting fees, legal fees, miscellaneous expenses and applicable
taxes that will be deducted from the operating income.

4.   Other investors, including HTV Co, Ltd. and other potential
Vietnamese partners,  shall share 10% in the net profits generated
from any and all LCD plant(s) that will have been established in
Vietnam and elsewhere as a result of this joint venture agreement.
These profits shall be determined after production costs, sales costs,
marketing costs, administrative costs, general office costs, overhead
costs, consulting fees, legal fees, miscellaneous expenses and
applicable taxes that will be deducted from the operating income.

5.   This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but of which
together shall constitute one and the same instrument.  A faxed or
emailed signature shall be acceptable as an original legal signature.

6.   This Agreement is legal and binding.

7.   The laws of the State of California shall govern this Agreement.

8.   Indemnification.  Each party shall hold the other party harmless
from and against, and shall indemnify the other party for, any
liability, loss and costs, and expenses or damages however caused by
reason of any injury (whether to body, property, personal or business
character, or reputation) sustained by any person or to any person or
property by reason of any act of neglect, default or omission of it or
any of its agents, employees, or other representatives arising out of
or in relation to this Agreement. Nothing herein is intended to nor
shall it relieve either party from liability for its own act, omission
or negligence.  All remedies provided by law or in equity shall be
cumulative and not in the alternative.

9.   Authorization.  Party A's and Party B's signatories herein have
full power and authority to enter into this Agreement and to carry out
the transactions contemplated hereby.

10.  No Violation.  Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby
will violate any provision of the charter or by-laws of Party A or
violate, or be in conflict with, or constitute a default under, any
agreement or commitment to which Party A and Party B are a party to,
or violate any statute or law or any judgment, decree, order,
regulation or rule of any court or government authority.

11.  Consents.  No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions
contemplated hereby including, without limitation, consents from
parties to loans, contracts, leases or other agreements and consents
from government agencies, whether federal, state or local.

12.  Confidentiality.  Party A and Party B each agrees to provide
reasonable security measures to keep information confidential whose
release may be detrimental to the business.  Party A and Party B shall
each require their employees, agents, affiliates, subcontractors,
other licensees, and others who will properly have access to the
information through Party A and Party B respectively, to first enter
into appropriate non-disclosure agreements requiring the
confidentiality contemplated by this Agreement in perpetuity.

13.  Waiver of Compliance.  Any failure of Party A on the one hand, or
Party B on the other, to comply with any obligation, agreement or
condition herein may be expressly waived in writing, but such waiver
of failure to insist upon strict compliance with such obligation,
covenant, agreement or condition shall not operate as a waiver of, or
estoppels with respect to, any subsequent or other failure.

14.  Other Business Opportunities.  Except as expressly provided in
this Agreement, Party A and Party B shall have the right to
independently engage in and receive full benefits from other business
activities.

15.  Compliance with Regulatory Agencies.  Each party represents to
the other party that all actions, direct or indirect, taken by it and
its respective agents, employees and affiliates in connection with
this Agreement and any financing or underwriting hereunder shall
conform to all applicable Federal and State securities laws.

16.  Notices.  Any notices to be given hereunder by any party to the
other may be effected by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt
requested.  Mailed notices shall be addressed to the parties at the
addresses appearing in the introductory paragraph of this Agreement,
but any party may change their address by written notice in accordance
with this subsection.  Notices delivered personally shall be deemed
communicated as of actual receipt; mailed notices shall be deemed
communicated as of three (3) days after mailing.

17.  Assignment.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by Party A without the prior written
consent of Party B, except by operation of law.

18.  Publicity.  Neither Party A nor Party B shall make or issue, or
cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for
dissemination to the general public without the prior consent of the
other party.  This provision shall not apply, however, to any
announcement or written statement required to be made by law or the
regulations of any Federal or State governmental agency, except that
the party required to make such announcement shall, whenever
practicable, consult with the other party concerning the timing and
consent of such announcement before such announcement is made.

19.  Entire Agreement.  This Agreement, including any Exhibits hereto,
and any other documents and certificates delivered pursuant to the
terms hereof, set forth the entire agreement and understanding of the
parties hereto in respect to the subject matter contained herein, and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or
written, by any officer, employee, representative or employer of any
party hereto, including but not limited to the Joint Venture Agreement
between Party A and Boxo, Inc. dated January 4, 2001 and the Letter of
Intent between Party A and Boxo, Inc. dated December 20, 2000 and any
amendment thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

/s/ Henry D. Fahman, dated 11/27/2001
Henry D. Fahman
Chairman and CEO  -  Providential Holdings, Incorporated

/s/ Mimi Ban, dated 11/27/2001
Mimi Ban


Exhibit No. 21.1


SUBSIDIARIES OF REGISTRANT


1.   Providential Securities, Inc.
     (a California corporation)

2.   Providential Clearing, Inc.
     (a California corporation)

3.   Providential Advisory Services, Inc.
     (a California corporation)

4.   Manna Technologies
     (a Vietnamese joint-venture enterprise)

5.   Provimex
     (a division of the Company)