SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          ___________

                          FORM 10-QSB

(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

                               OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT 1934

For the transition period from __________ to ___________


                Commission file number 2-78335-NY

                  Providential Holdings, Inc.
     (Exact Name of Registrant as Specified in Its Charter)

Nevada                                                 13-3121128
(State or Other Jurisdiction of                  (I.R.S. employer
Incorporation or Organization)                Identification No.)

8700 Warner Avenue, Fountain Valley, California             92708
(Address of Principal Executive Offices)               (Zip Code)

        Registrant's Telephone Number, Including Area Code
                          (714) 596-0244

                      JR Consulting, Inc.
                         (Former Name)

    180 Varick Street, 13th Floor, New York, New York, 10014
                        (Former Address)






Indicate by check (X) whether the issuer (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing  requirements
for the past 90 days.

                        YES  ( )  NO  (X)

Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date:  39,832,869  SHARES OF COMMON STOCK,  $.04  PAR  VALUE  PER
SHARE, WERE OUTSTANDING AS OF OCTOBER 29, 2001.




























<PAGE>
<PAGE>
(Format change)
<TABLE>
                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      MARCH 31, 2001
                                         (UNAUDITED)

<S>                                                   <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $     81,727
  Other assets                                              35,243
                                                         ----------
    Total Current Assets                                   116,970

FIXED ASSETS
  Office building                                        1,452,742
  Furniture and equipment                                  338,341
  Automobiles                                               81,103
                                                         ----------
                                                         1,872,186
  Less: Accumulated Depreciation                          (335,363)
                                                         ----------
    Total Fixed Assets                                   1,536,823

TOTAL ASSETS                                          $  1,653,793
                                                         ----------








                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      MARCH 31, 2001
                                    (UNAUDITED) continued

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accrued expenses                                    $  2,429,408
  Accounts payable                                         554,700
  Convertible promissory                                 1,750,000
  Short-term notes                                         590,336
  Current portion of notes payable                         144,340
  Due to officer                                            40,342
  Other current liabilities                                234,722
                                                         ----------
    Total Current Liabilities                            5,743,848

NOTES PAYABLE                                            1,261,457
                                                         ----------
TOTAL LIABILITIES                                        7,005,305

COMMITMENTS AND CONTINGENCIES                                    -












                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      MARCH 31, 2001
                                    (UNAUDITED) continued

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
    $5.00 par value, 10,000,000 shares authorized,
    103,000 shares issued and outstanding                  515,000
  Common stock, $.04 par value, 100,000,000
    shares authorized, 39,122,869 shares
    issued and outstanding                               1,564,915
  Treasury stock, $.04 par value, 11.8 million
    shares issued and outstanding                         (472,000)
  Addition paid-in capital                               3,317,651
  Accumulated other comprehensive                         (145,123)
  Accumulated deficit                                  (10,131,955)
                                                         ----------
    Total shareholders' deficit                         (5,351,512)
                                                         ----------
                                                      $  1,653,793
                                                         ==========




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

</TABLE>
<PAGE>





<TABLE>
                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)

<S>                               <C>            <C>              <C>             <C>
                                                                        Nine Months Ended
                                 Three Months Ended March 31,                March 31,
                                        2001         2000              2001            2000
                                       ------       ------            ------          ------
REVENUES
  Commissions and fees            $        -     $ 1,818,027      $   631,134     $ 4,473,713
  Other income                             -         163,534           28,413         211,394
    Total Revenues                         -       1,981,561          659,547       4,685,107

OPERATING EXPENSES
  Commissions                              -       1,210,358          124,843       2,352,636
  Clearing charges and assessments         -         582,471          182,002       1,061,119
  Quote service and market fees            -         137,793          131,456         518,199
  Consulting fees                     12,800         567,570          794,400         567,570
  Professional fees                   36,894          72,267          130,236         278,452
  Salaries                            27,011         243,147          177,285         458,642
  Other general and
    administrative expenses          120,825         294,467          575,748         818,405

    Total Operating Expenses         197,530       3,108,073        2,115,970       6,055,023

LOSS FROM OPERATIONS                (197,530)     (1,126,512)      (1,456,423)     (1,369,916)

OTHER INCOME (EXPENSE)
  Interest expense                  (239,554)       (117,111)        (718,096)       (196,479)
  Interest income                        653          14,393            3,088          76,173
  Rental income                       25,127          20,451           75,865          45,319


                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED) continued

  Gain (loss) on sale of marketable
    securities                             -          11,808          (44,419)         11,808
  Gain on sale of residential
    property                               -               -            4,254               -
  Other income                        48,034               -           96,284               -

    Total Other Income (Expense)    (165,740)        (70,459)        (583,024)        (63,179)

NET LOSS BEFORE DISCONTINUED
  OPERATIONS AND PROVISION
    FOR INCOME TAXES                (363,270)     (1,196,971)      (2,039,447)     (1,433,095)

PROVISION FOR INCOME TAXES                 -         136,127            5,523               -

NET LOSS BEFORE
  DISCONTINUED OPERATIONS           (363,270)     (1,333,098)      (2,044,970)     (1,433,095)

DISCONTINUED OPERATIONS,
  NET OF TAX                               -               -          (65,906)              -

NET LOSS                          $ (363,270)    $(1,333,098)     $(2,110,876)    $(1,433,095)

OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on
    marketable securities                  -               -          (23,808)        (15,165)






                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED) continued


TOTAL COMPREHENSIVE LOSS          $ (363,270)    $(1,333,098)     $(2,134,679)    $(1,448,260)

BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING            27,323,000      25,725,000       27,232,000       21,880,000

BASIC AND DILUTED NET LOSS
  PER SHARE                       $    (0.01)    $     (0.05)     $     (0.08)    $     (0.07)







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



</TABLE>
<PAGE>








<TABLE>

                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)

<S>                                                  <C>                 <C>
                                                        Nine months Ended December 31,
                                                            2001             2000
                                                           -------          -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continued operations                 $ (2,044,970)       $ (1,433,095)
  Adjustments to reconcile net loss from
    continued operations to net cash used
      in continued operating activities:
  Discontinued operations                                 (65,906)                  -
  Gain on sale of residential property                     (4,254)                  -
  Loss on sale of marketable securities                    44,419                   -
  Depreciation                                             92,124              89,009
  Amortization of deferred revenue                        (83,334)                  -
  Payment of consulting expense with
    marketable securities                                 392,200                   -
  (Increase) decrease in accounts receivable              119,482            (526,547)
  (Increase) decrease in prepaid expenses and
    other assets                                           53,774             (98,199)
  Decrease in inventoried positions (net)                       -             275,843
  Increase (decrease) in accounts payable                 256,136             (26,557)
  Increase in accrued expenses                            404,036             264,197
  Decrease in other liabilities                           (20,280)                  -
                                                        -----------        ------------
NET CASH USED IN OPERATING OPERATIONS                    (856,573)         (1,455,349)



                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED) continued

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                           -            (166,672)
  Proceeds received from sale of
    residential property                                  325,000                   -
  Purchases of marketable securities                     (320,832)           (163,370)
  Proceeds received from sale of
    marketable securities                                 334,857                   -

NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:                                             339,025            (330,042)

CASH FLOWS FROM FINANCING  ACTIVITIES
  Borrowings on notes payable                             650,336              52,062
  Borrowings on issuance of convertible notes                   -           1,350,000
  Payments on notes payable                              (293,812)             (2,518)
  Advances from officer                                   101,842                   -
  Payments on advances from officer                      (135,500)            (22,486)
  Proceeds from issuance of preferred stock                     -             515,000
  Shareholder dividends and distributions                 (15,500)            (35,474)
  Capital contributed                                           -             198,498
                                                        -----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 307,366           2,055,082

NET INCREASE (DECREASE) IN CASH                          (210,182)           (269,691)

  CASH, beginning of period                               291,909             444,835
                                                        -----------         ----------
  CASH, ended of period                              $     81,727        $    714,526
                                                        ===========         ==========


                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED) continued


SUPPLEMENTARY DISCLOSURES OF CASH FLOW
  INFORMATION:

  Cash paid during the period for:
    Interest                                         $    121,336        $    128,979
                                                        ----------           ---------
    Income taxes                                     $      5,523                   -
                                                        ==========           =========






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



</TABLE>
<PAGE>









(Format Change)
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.  Subsequent to year-end,
due to the results of a NASD examination, Providential has ceased
its operations in the securities brokerage business.  (See Note
2)

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").


PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

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.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited
consolidated financial statements of the Company contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the Company
as of March 31, 2001 and the results of its operations and cash
flows for the periods ended March 31, 2001 and 2000.  The results
of operations and cash flows for the nine month period ended
March 31, 2001 are not necessarily indicative of the results of
operations or cash flows which may be reported for the remainder
of the 2001 fiscal year.

The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

and Exchange Commission for reporting on Form 10-Q.  Pursuant to
such rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted.  The accompanying unaudited interim
consolidated financial statements should be read in connection
with the consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the
period ended June 30, 2000.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", effective for
fiscal years beginning after June 15, 1999, which has been
deferred to June 30, 2000 by publishing of SFAS No. 137. SFAS No.
133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives), and
for hedging activities. This Statement requires that an entity
recognizes all derivatives as either assets or liabilities in the
statement of financial condition and measure those instruments at
fair value. The accounting for changes in the fair value of a
derivative instrument depends on its intended use and the
resulting designation. The adoption of this standard did not have
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

a material impact on its consolidated financial statements. 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.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS, continued

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.  Management is in the
process of evaluating the requirements of EITF 00-27, but does
not expect this pronouncement will materially impact the
Company's financial position or results of operations.  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
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

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, but does
not expect these pronouncements will materially impact the
Company's financial position or results of operations.

NOTE 2 - 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 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
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 2 - NASD EXAMINATION AND DISCONTINUANCE OF PROVIDENTIAL
SECURITIES, INC., continued

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
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 2 - NASD EXAMINATION AND DISCONTINUANCE OF PROVIDENTIAL
SECURITIES, INC., continued

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 date of this report the Company has redeemed $65,000 of the
preferred stock plus accrued interest.

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
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 2 - NASD EXAMINATION AND DISCONTINUANCE OF PROVIDENTIAL
SECURITIES, INC., continued

Holdings, Inc.  The Company reported operations of Providential
Securities, Inc. for October 2000 as discontinued operations.

NOTE 3 - CONVERTIBLE PROMISSORY NOTES

The Company issued some convertible promissory notes in March and
April 2000 of $1,350,000 plus interest due on September 28, 2000
and $400,000 plus interest due on October 21, 2000. These notes
are essentially demand notes that have a nine-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 the notes.  As the stock price
decreases, the number of shares to be issued pursuant 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.


PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 3 - CONVERTIBLE PROMISSORY NOTES, continued

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
default rate, penalty fee and the redemption premium have been
accrued in Accrued Expenses in the accompanying consolidated
financial statements.


NOTE 4   LITIGATION

LEGAL PROCEEDINGS SETTLED SUBSEQUENT TO QUARTER-END:

JOHN E. DUKES, MONTEVILLE DICKINSON, ROSALIE RAMOS, HILARIO RAMOS
AND ROSALIE RAMOS, AND ELITE INVESTMENTS VS. PROVIDENTIAL
SECURITIES, INC. ET AL.

The plaintiffs, who subscribed to a Private Placement Memorandum
by Providential Securities, Inc., purchased Series I Class A
Convertible Cumulative Preferred Stock of Providential
Securities, Inc. in March and April 1999 in the following sums:
John E. Dukes-$10,000.00, Monteville Dickinson-$10,000.00,
Rosalie Ramos-$20,000.00, Hilario Ramos and Rosalie Ramos-
$15,000.00, and Elite Investments, a Nevada Limited
Partnership-$10,000.00. John E. Dukes, Monteville Dickinson, and
Rosalie Ramos filed a complaint for rescission and restitution of
$10,000.00, $10,000.00, and $20,000.00, respectively, with the
Superior Court of California in and for the Orange County; Case
No. 00CC128803 on October 25, 2000. Elite Investments filed the
same on March 29, 2001 for $10,000.00, Case No. 01CC04192 and
Hilario Ramos and Rosalie Ramos also filed the same on April 17,
2001 for $15,000.00, Case No. 01CC05048. The Company reached a
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 4   LITIGATION, continued

settlement agreement and paid the above-mentioned plaintiffs a
total of $103,654 including principals, interests and legal
expenses on June 21, 2001.  The interest and legal expenses have
been accrued in Accrued Expenses in the accompanying consolidated
financial statements.

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. As the date of this report, the Company has
paid $2,500 and is subject to an entry of judgment for
$77,500.00.  The settlement amount has been accrued in Accrued
Expenses in the accompanying consolidated financial statements.

JEFFREY L. BACLET VS. PROVIDENTIAL SECURITIES, INC., PROVIDENTIAL
HOLDINGS, INC. AND HENRY FAHMAN

Claimant alleged that Providential Securities, Inc. owed him
$250,000.00 and 1,000,000 free-trading shares of common stock due
to the termination of his employment with Providential
Securities, Inc. on June 19, 2000.  Claimant filed a complaint
and Writ of Attachment with the Superior Court of California,
Orange County for $250,000.00 (Case No. 00C13071).  This case was
settled for $30,000.00 and dismissed on June 20, 2001. The
settlement amount has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

CENTERPOINT FINANCIAL SERVICES, LLC VS. PROVIDENTIAL HOLDINGS,
INC., PROVIDENTIAL SECURITIES, INC. ET AL.

Claimant filed a complaint (Superior Court of the State of
California for the County of Orange Case No. 01CC03876) for money
in connection with an equipment lease that was entered into
between and by Providential Securities, Inc. and Direct Capital
Corporation and simultaneously assigned to Claimant in August
1999. This case was settled for $27,090.87, including attorney
fees, on June 15, 2001. The settlement amount has been accrued in
Accrued Expenses in the accompanying consolidated financial
statements.

TIME WARNER COMMUNICATION VS. PROVIDENTIAL SECURITIES

Claimant filed a complaint (Superior Court of the State of
California for the County of Orange Case No. 00WL7120) for
amounts due in connection with advertising performed on behalf of
the defendant.  This case was settled for $7,500, including
attorney fees, on July 12, 2001. The settlement amount has been
accrued in Accrued Expenses 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-nine monthly installments,
each in the amount of $1,552.01. 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 16) 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 $39,102.50 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 Accrued Expenses in the
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

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 $500,000.00 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 Accrued Expenses 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 (excluding
interest) has been accrued in Accrued Expenses 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 $150,000.00
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

from Claimant. This note was amended on February 22, 2001 to
mature on March 19, 2001.  Henry D. Fahman repaid $25,000.00 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 $125,000.00 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 ninety
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 16) 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 Accrued Expenses in the
accompanying consolidated financial statements.



PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

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 $9,073.64 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 Accrued Expenses 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 Accrued Expenses in
the accompanying consolidated financial statements 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 were closed subsequent to year-end
relating to the daily trading operations of the Company.  The
total settlement amount of these cases was $72,005.  This amount
has been accrued in Accrued Expenses 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 daily trading operations 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
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

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 Accrued
Expenses in the accompanying consolidated financial statements.

NOTE 5   BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings per Share".  Under the provision of SFAS No. 128, basic
net loss per share is computed by dividing the net loss for the
period 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 net loss per share for 2000 and 1999 periods,
as such inclusion is anti-dilutive.


                     Three Months Ended         Nine Months Ended
                        December 31,               December 31,
                   2001        2000           2001        2000

Basic and diluted net loss per share:
Numerator:

   Net Loss     $(363,270) $(1,333,098)  $(2,110,876)$(1,433,095)

Denominator:

   Basic and diluted weighted average
   number of common shares outstanding
   during the period:

                27,323,000  25,725,000   27,323,000   21,880,000

Basic and diluted net loss per share:

               $     (0.01)   $  (0.05)  $   (0.08)    $   (0.07)




NOTE 6 - 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 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 five million of these options have been
forfeited.


NOTE 7 - SALE OF RESIDENTIAL CONDO

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


NOTE 8   COMMITMENTS AND CONTINGENCIES

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.

On October 31, 2000 the Company entered into a Letter of Intent
to acquire a 25% stake in Epicenter, Inc. through a proposed
investment of up to $2,000,000 into Epicenter, Inc.'s common
stock and Series I 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 AND 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 Player, DVD Player, etc.; (2) Boxo IT provides web-based
applications; (3) Allpaq Technologies Corporation specializes in
manufacturing and distribution of TFT LCD monitors, All-in-One
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 8   COMMITMENTS AND CONTINGENCIES, continued

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 40%
equity interest in Boxo, Inc. for a combination of cash and
stock. The execution of this proposed acquisition is subject to
the availability and timing of funding. No definitive agreement
has been consummated as 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% 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.  As of
the date of this report there have been no manufacturing plants
operating or set-up.

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 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 on
the plant has not started and is expected to take at least nine
months to be completed.

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 OT
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.


PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 8   COMMITMENTS AND CONTINGENCIES, continued

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

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 and none are in process.

NOTE 9 - SUBSEQUENT EVENTS

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% 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 Company received 2,666,922
shares of Datalogic International, Inc. (the new name for
Topclick International, Inc.) as the fee for the merger and
acquisition consulting services it has performed.

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

Providential Holdings has entered into an agreement 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 two to five investment
projects in Chu Lai by the end of 2002.  On May 4, 2001, the
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 9 - SUBSEQUENT EVENTS, continued

government of Vietnam approved a $50 million infrastructure
development program targeting the CLIZ. 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.

As of the date of this report the Company has not assisted in
funding this project.  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.

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. The Company believes
that its trade commerce business will grow substantially as a
result of the imminent 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 goods but no transactions have been completed yet.  The
Company is expecting to start generating revenues from this
division in the near future.


PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 9 - SUBSEQUENT EVENTS, continued

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.

SALE OF OFFICE BUILDING

On June 22, 2001 the Company completed its sale of their
corporate office building.  The Company recognized a gain, net of
broker and escrow fees, of approximately $547,000 on the sale.
The Company currently leases its office space from the new owners
at $4,263.00 per month.  This lease commenced on April 1, 2001
and expires on March 31, 2004.

PAY-OFF OF EQUIPMENT LEASES

Subsequent to year-end the Company has paid-off several of its
equipment leases.  The Company has paid approximately $38,000 to
various corporations to purchase the leased equipment.

The Company also has been unable to make all their monthly
payments on other equipment leases due to the lack of revenues
following the interruption and subsequent closure of its
securities brokerage operations.  The Company is in litigation
with some of the equipment lessors and is negotiating additional
payoffs with other equipment lessors.

NOTES PAYABLE

The Company has borrowed $115,000 from a corporation through two
different loans secured by 1.5 million restricted shares of the
Company.  These funds were borrowed between May 2001 and July
2001.  They bear an interest rate of 12 percent and have a five
percent premium per month on the outstanding balance.  The notes
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 9 - SUBSEQUENT EVENTS, continued

are 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 loans are payable on demand.
As of the date of this report none of these loans have been paid
or converted into common stock.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


The following discussion includes the operations of the Company
for each of the periods discussed. This discussion and analysis
should be read in conjunction with the Company's consolidated
financial statements and the related notes thereto, which are
included elsewhere in this document.

This discussion contains "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Although the Company believes that the expectations
reflected in such forward looking statements are reasonable, it
can give no assurance that such expectations will prove to be
correct. Such forward looking statements involve risks and
uncertainties and actual results could differ from those
described herein and future results may be subject to numerous
factors, many of which are beyond the control of the Company.

OVERVIEW

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.  In October 2000, due to
the results of a NASD examination, Providential has ceased its
operations in the securities brokerage business.

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 all of the shares of Diva owned by PHI.  PHI's officers
and directors resigned their positions and the shareholders of
Providential assumed control of the two entities (together as
"the Company").  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.  The operations of PHI have been included with
those of Providential from the acquisition date.

BUSINESS RESTRUCTURING

Since 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.
Recent developments regarding these areas are reflected elsewhere
in this report.

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 Panamerican 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, Panamerican signed a definitive
agreement to acquire 100% of Lexor in exchange for stock in
Panamerican. This transaction is expected to close on November
15, 2001.

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.

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 a combination of cash, debt and stock
of the Company. The closing of this transaction is expected to
close 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 a 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.

PENDING NEGOTIATIONS

The Company has entered into negotiations to acquire an
information technology solutions provider in Minnesota, a
mid-range computer reseller and leasing company in Florida and an
insurance service agency in Southern California for a combination
of cash and stock. The success of these acquisition plans depends
largely on the Company's ability to obtain timely and adequate
financing.


OPERATIONS

The operations of the Company for the three months ended March
31, 2001 do not include any revenues as the Company decided to
discontinue its securities brokerage operations as of October 1,
2000 and the modeling agencies were sold when Diva was sold on
June 30, 2000.  The operations of the Company for the three
months ended March 31, 2000 include the securities brokerage
operations.

The following table sets forth certain information relating to
the Company's operations for the three months ended March 31,
2001 and 2000 (dollars in thousands):

                                   2001           2000

Commissions and fees         $   -       - %   $ 1,818     92%
Other income                 $   -       - %   $   163      8%
  Total revenues             $   -       - %   $ 1,981    100%
Operating expenses           $   198     N/A   $ 3,108    157%
  Loss from operations       $  (198)    N/A   $(1,127)   (57%)
Other income(expense)        $  (165)    N/A   $   (70)    (3%)
  Net loss before
    income taxes             $  (363)    N/A   $(1,197)   (60%)
Provision for income taxes   $    -      N/A   $   136      7%
  Net loss                   $  (363)    N/A   $(1,333)   (67%)


Revenues.  As noted above there are no revenues for the three
months ended March 31, 2001 as the Company decided to discontinue
its securities brokerage operations as of October 1, 2000 as a
result of the NASD examination.

Operating expenses.  Operating expenses for the 2001 period
consisted primarily of consulting fees, professional fees,
employee compensation, depreciation and lease expense. Operating
expenses for the 2000 period consisted primarily of commission
expense, clearing charges and assessments, quote service and
market fees, consulting fees and employee compensation. Operating
expenses decreased by $2.9 million or 94% due to the
discontinuance of the securities brokerage operations as of
October 1, 2000. After the closure of the securities brokerage
operations the Company significantly decreased its number of
employees and its overhead in an effort to control costs.  The
consulting fees for the 2000 period were greater than the 2001
period as the Company incurred some investor relation fees and
finder fees in the 2000 quarter in an effort to raise working
capital and increase operations.  In the 2001 quarter the Company
invested in less investor relation activities and venture capital
activities as management was controlling its cash flows.

Loss from operations.  The Company's loss from operations
decreased from $1.1 million for the three months ended March 31,
2000 to $198,000 for the three months ended March 31, 2001, a
decrease of $902,000 or 82%. This decrease was principally due to
the discontinuance of the securities brokerage operations as of
October 1, 2000 and the Company decreasing its operating
expenses.

Other income (expense).  The Company incurred other expense of
$70,000 for the 2000 period from interest expense offset by
rental income and interest income.  The Company incurred other
expense of $165,000 for the 2001 period primarily from interest
expense offset by rental income and other income.  The Company
incurred a significant increase in interest expense due to an
increase in the Company's notes payable, predominantly from the
Company borrowing $1,750,000 under the convertible promissory
notes in March and April 2000.

Provision for income taxes.  The Company incurred a provision for
income taxes of $136,000  for the 2000 period as a result of
management deciding to write-off its deferred tax asset based on
the expected realizabiltiy of the asset.

The operations of the Company for the nine months ended March 31,
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 nine months ended
March 31, 2000 include a full nine months of securities brokerage
operations.

The following table sets forth certain information relating to
the Company's operations for the nine months ended March 31, 2001
and 2000 (dollars in thousands):

                                   2001            2000

Commissions and fees      $   631     96%      $ 4,474     95%
Other income              $    29      4%      $   211      5%
  Total revenues          $   660    100%      $ 4,685    100%
Operating expenses        $ 2,116    321%      $ 6,055    129%
  Loss from operations    $(1,456)  (221)%     $(1,370)   (29%)
Other income(expense)     $  (583)   (88)%     $   (63)    (1%)
  Net loss before
    income taxes          $(2,039)  (309)%     $(1,433)   (30%)
Provision for
    income taxes          $     6      1%      $     -      -
Discontinued operations,
    net of tax            $   (66)   (10)%     $     -      -
  Net loss                $(2,111)  (320)%     $(1,433)   (30%)


Commissions and fees.  Commissions and fees decreased from $4.5
million for the nine months ended March 31, 2000 to $631,000 for
the nine months ended March 31, 2001, a decrease of $3.9 million
or 87%.  This decrease was mainly a result of the interruption of
its securities brokerage operations relating to the NASD
examination and the Company deciding to cease its securities
brokerage operations as of October 1, 2000.

Other income.  Other income represents revenue from consulting
fees and administrative fees charged to customers. Other income
decreased from $211,000 for the nine months ended March 31, 2000
to $29,000 for the nine months ended March 31, 2001, a decrease
of $182,000 or 86%.  The decrease was mainly a result of the
interruption of its securities brokerage operations relating to
the NASD examination and the Company deciding to cease its
securities brokerage operations as of October 1, 2000.

Operating expenses.  Operating expenses consisted primarily of
commission expense, clearing charges and assessments, quote
service and market fees, consulting and professional fees and
employee compensation.  The Company's operating expenses
decreased from $6.1 million for the nine months ended March 31,
2000 to $2.1 million for the nine months ended March 31, 2001, a
decrease of $4.0 million or 66%. This decrease was principally
due to the Company deciding to cease its securities brokerage
operations as of October 1, 2000.  After the closure of the
securities brokerage operations the Company significantly
decreased its number of employees and its overhead in an effort
to control costs.  As a percentage of revenues operating expenses
increased in the 2001 period from the 2000 period as the 2001
period only has three months of revenues and the 2000 period has
the full nine months of revenues.

Loss from operations.  The Company's loss from operations
remained relatively consistent despite the closure of the
securities brokerage operations in the 2001 period as the Company
made a strong effort to control costs.

Other income (expense).  The Company incurred other expense of
$63,000 for the 2000 period from interest expense offset by
rental income and interest income.  The Company incurred other
expense of $583,000 for the 2001 period primarily from interest
expense offset by rental income and other income.  The Company
incurred a significant increase in interest expense due to an
increase in the Company's notes payable, predominantly from the
Company borrowing $1,750,000 under the convertible promissory
notes in March and April 2000.


Discontinued Operations, net of tax.  The Company incurred
$66,000 of discontinued operations from deciding to discontinue
its securities brokerage operations as of October 1, 2000.  As of
October 31, 2000 the securities brokerage operations had ceased.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $82,000 and $292,000
as of March 31, 2001 and June 30, 2000, respectively.

The Company's operating activities used $857,000 and $1.5 million
in the nine months ended March 31, 2001 and 2000, respectively.
The largest use of cash in both periods was from net loss from
continued operations for each period along with the net effect of
normal fluctuations in operating asset and liability accounts.

Net cash provided by investing activities of $339,000 in the 2001
period was due to proceeds received from a sale of residential
property and sales of marketable securities offset by purchases
of marketable securities.  Net cash used in investing activities
was $330,000 in the 2000 period resulting from purchases of
property and equipment and marketable securities.

Cash provided by 2001 financing activities of $307,000 was from
borrowings on notes payable and advances from officer offset by
payments on notes payable and payments on advances to officer.
Cash provided by 2000 financing activities of $2.1 million was
from the proceeds received on the issuance of convertible notes
and preferred stock, contributed capital and borrowings on notes
payable offset by shareholder dividends and payments on advances
to officer.

The Company's notes payable at March 31, 2001 consisted of the
following: (i) convertible promissory notes of $1.75 million, of
which $1.35 million was due September 28, 2000 and $400,00 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) mortgage payable of $1.2 million to a financial
institution, secured by an office building and land, due in
monthly installments of principal and interest of $11,659 to
January 2023, with an interest rate of 11 percent, (the mortgage
was paid when the company sold the office building in June 2001,
see note 9);  (iii) 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;  (iv) a short-term note payable of $150,000 to a
corporation due on December 31, 2000, with an interest rate of
10%, secured by a security interest in the office building, (this
loan was paid from the proceeds received from the sale of the
office building in June 2001, see note 9);  (v) a short-term note
of $120,000 due on demand, payable to an individual, with no
interest, (this loan was paid from the proceeds received from the
sale of the office building in June 2001, see note 9);  (vi) 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;  (vii) 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;  (viii) four short-term loans for $70,336; and
(viiii) two auto loans for $51,855.

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 sufficient 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 is currently in the
process of attaining additional financing. In addition, the
Company also anticipates generating more revenue through its
merger and acquisition activities. (See Notes 8 and 9)  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.



                   PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

LEGAL PROCEEDINGS SETTLED SUBSEQUENT TO QUARTER-END:

JOHN E. DUKES, MONTEVILLE DICKINSON, ROSALIE RAMOS, HILARIO RAMOS
AND ROSALIE RAMOS, AND ELITE INVESTMENTS VS. PROVIDENTIAL
SECURITIES, INC. ET AL.

The plaintiffs, who subscribed to a Private Placement Memorandum
by Providential Securities, Inc., purchased Series I Class A
Convertible Cumulative Preferred Stock of Providential
Securities, Inc. in March and April 1999 in the following sums:
John E. Dukes-$10,000.00, Monteville Dickinson-$10,000.00,
Rosalie Ramos-$20,000.00, Hilario Ramos and Rosalie Ramos-
$15,000.00, and Elite Investments, a Nevada Limited
Partnership-$10,000.00.  John E. Dukes, Monteville Dickinson, and
Rosalie Ramos filed a complaint for rescission and restitution of
$10,000.00, $10,000.00, and $20,000.00, respectively, with the
Superior Court of California in and for the Orange County; Case
No. 00CC128803 on October 25, 2000. Elite Investments filed the
same on March 29, 2001 for $10,000.00, Case No. 01CC04192 and
Hilario Ramos and Rosalie Ramos also filed the same on April 17,
2001 for $15,000.00, Case No. 01CC05048. The Company reached a
settlement agreement and paid the above-mentioned plaintiffs a
total of $103,654 including principals, interests and legal
expenses on June 21, 2001.  The interest and legal expenses have
been accrued in Accrued Expenses in the accompanying consolidated
financial statements.

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. As the date of this report, the Company has
paid $2,500 and is subject to an entry of judgment for
$77,500.00.  The settlement amount has been accrued in Accrued
Expenses in the accompanying consolidated financial statements.

JEFFREY L. BACLET VS. PROVIDENTIAL SECURITIES, INC., PROVIDENTIAL
HOLDINGS, INC. AND HENRY FAHMAN

Claimant alleged that Providential Securities, Inc. owed him
$250,000.00 and 1,000,000 free-trading shares of common stock due
to the termination of his employment with Providential
Securities, Inc. on June 19, 2000.  Claimant filed a complaint
and Writ of Attachment with the Superior Court of California,
Orange County for $250,000.00 (Case No. 00C13071).  This case was
settled for $30,000.00 and dismissed on June 20, 2001. The
settlement amount has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

CENTERPOINT FINANCIAL SERVICES, LLC VS. PROVIDENTIAL HOLDINGS,
INC., PROVIDENTIAL SECURITIES, INC. ET AL.

Claimant filed a complaint (Superior Court of the State of
California for the County of Orange Case No. 01CC03876) for money
in connection with an equipment lease that was entered into
between and by Providential Securities, Inc. and Direct Capital
Corporation and simultaneously assigned to Claimant in August
1999. This case was settled for $27,090.87, including attorney
fees, on June 15, 2001. The settlement amount has been accrued in
Accrued Expenses in the accompanying consolidated financial
statements.

TIME WARNER COMMUNICATION VS. PROVIDENTIAL SECURITIES

Claimant filed a complaint (Superior Court of the State of
California for the County of Orange Case No. 00WL7120) for
amounts due in connection with advertising performed on behalf of
the defendant.  This case was settled for $7,500, including
attorney fees, on July 12, 2001. The settlement amount has been
accrued in Accrued Expenses 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-nine monthly installments,
each in the amount of $1,552.01. 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 16) 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 $39,102.50 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 Accrued Expenses 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 $500,000.00 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 Accrued Expenses 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 (excluding
interest) has been accrued in Accrued Expenses 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 $150,000.00
from Claimant. This note was amended on February 22, 2001 to
mature on March 19, 2001. Henry D. Fahman repaid $25,000.00 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 $125,000.00 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 ninety
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 16) 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 Accrued Expenses 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 $9,073.64 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 Accrued Expenses 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 Accrued Expenses in
the accompanying consolidated financial statements 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 were closed subsequent to year-end
primarily relating to the day-trading operations of the Company.
The total settlement amount of these cases was $72,005.  This
amount has been accrued in Accrued Expenses in the accompanying
consolidated financial statements.

The Company has several arbitration cases that are either pending
or in preliminary stages against Providential Securities, Inc.
primarily relating to the day-trading operations 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 Accrued Expenses in the accompanying consolidated
financial statements.

Item 2.   CHANGES IN SECURITIES

          Not Applicable

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

          None

Item 5.   OTHER INFORMATION

          None


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     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)

    10.12     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
              2, 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)

    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)

    23.1      Consent of Accountants (5)

    23.2      Consent of Counsel (5)



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

     (6) Incorporated by reference to the Form 10-KSB,
         and associated exhibits, for the annual period ending
         June 30, 2000, filed October 16, 2001


























SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Date     October 29,2001      PROVIDENTIAL HOLDINGS, INC.

                         By: /s/ Henry Fahman
                                 Henry Fahman
                                 President and Chairman


                         By: /s/ Tina Phan
                                 Tina Phan
                                 Secretary/Treasurer and Director