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 September 30, 2002

                               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)


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


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




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  (X)  NO  ( )

Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest practicable
date: 48,535,214 SHARES OF COMMON STOCK (INCLUDING 11,800,000
TREASURY SHARES),  $.04  PAR  VALUE  PER SHARE, WERE OUTSTANDING
AS OF SEPTEMBER 30, 2002.





          PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                       SEPTEMBER 30, 2002
                           (UNAUDITED)

ASSETS
CURRENT ASSETS
  Cash and cash equivalents                      $          -
  Other current assets                                 34,249
                                                   ----------
    Total Current Assets                               34,249


Property & Equipment,
 net of accumulated depreciation                       45,162


OTHER ASSETS                                        1,411,250
                                                   ----------
TOTAL ASSETS                                     $  1,490,661
                                                   ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT


CURRENT LIABILITIES
  Accrued expenses                               $  3,830,528
  Accounts payable                                     46,291
  Convertible promissory notes                      1,525,000
  Current portion of notes payable                    137,671
  Short-term notes payable                          1,165,922
  Other current liabilities                           125,690
  Due to officers                                     144,863
                                                   ----------
    Total Current Liabilities                       6,975,965


NOTES PAYABLE                                          15,528
                                                   ----------
TOTAL LIABILITIES                                   6,991,493

COMMITMENTS AND CONTINGENCIES                               -


MINORITY INTEREST                                     128,560

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
    $5.00 par value, 10,000,000 shares authorized,
    90,000 shares issued and outstanding              450,000
  Common stock, $.04 par value, 100,000,000
    shares authorized, 48,535,214 shares issued     1,941,409
  Treasury stock, $.04 par value,
    14,805,200 shares                                (772,312)
  Addition paid-in capital                          5,066,697
  Accumulated other comprehensive loss               (577,009)
  Accumulated deficit                             (11,738,177)
                                                   ----------
    Total shareholders' deficit                    (5,629,392)
                                                   ----------
                                                 $  1,490,661


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











<TABLE>
             PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS

      For the three months ended September 30, 2002 and 2001
                           (UNAUDITED)

<S>                                 <C>         <C>
                                        Three Months Ended

                                          September 30,
                                         2002         2001
                                        ------       ------
REVENUES
   Net Revenues                         31,200            -

COST OF REVENUE                         30,000            -


GROSS PROFIT                             1,200            -


OPERATING EXPENSES
  Professional fees and
    consulting fees                    221,856      202,596
  Salaries                                   -        7,280
  Other general and
    administrative expenses             44,731       64,486


    Total Operating Expenses           266,587      274,362

LOSS FROM OPERATIONS                  (265,387)    (274,362)


OTHER INCOME (EXPENSE)
  Interest expense                    (198,556)    (205,140)
  Interest income                            3           65
  Consulting income                     11,309      523,250
  Loss on sale of marketable
    securities                               -       (9,155)
  Impairment of assets                       -      (80,000)
  Gain on legal settlement              81,850            -
  Gain on sale of property
    and equipment                            -        3,768
  Other income (expense)                (2,172)       4,153



    Total Other Income (Expense)      (107,566)     236,941


NET LOSS BEFORE INCOME TAXES          (372,953)     (37,421)


PROVISION FOR INCOME TAXES               1,600          800


NET LOSS BEFORE EXTRAORDINARY ITEMS  $(374,553)    $(38,221)


Extraordinary item-Loss on settlement
    of debts                            (5,206)           -


NET LOSS                              (379,759)     (38,221)



DIVIDENDS REQUIREMENT FOR PREFERRED
 STOCK                                 (13,500)     (13,500)


NET LOSS APPLICABLE TO COMMON
  SHAREHOLDERS                        (393,259)     (51,721)


OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on
    marketable securities              (60,000)    (109,200)


TOTAL COMPREHENSIVE LOSS             $(453,259)   $(160,921)

BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING              36,064,000   27,523,000


BASIC AND DILUTED NET LOSS
  PER SHARE                            $(0.011)     $(0.001)



</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.


<PAGE>
<TABLE>
           PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the three months ended September 30, 2002 and 2001
                           (UNAUDITED)

<S>                                     <C>          <C>
                                           2002          2001
                                          -------       ------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                              $(393,259)     $(51,721)
  Adjustments to reconcile net loss to
    net cash used in
    continued operating activities:
  Gain (loss) on sale of marketable
    securities/fixed assets                     -         9,155
  Gain on sale of equipment                     -        (3,768)
  Legal settlement                        (81,850)            -
  Depreciation                              7,296         7,798
  Amortization of deferred revenue        (10,417)      (31,250)
  Loss on settlement of debts               5,206             -
  Impairment of property and equipment          -        80,000
  Common stock issued for consulting
    services                                    -       103,000
  Securities received from consulting
    services                                    -      (486,820)

  Changes in current assets and current
  liabilities:
    Decrease in accounts receivable             -        10,052
    (Increase) decrease in other assets   200,921       (16,001)
    Increase in accounts payable           24,135         6,151
    Increase in accrued expenses          132,923       173,775
  Increase (decrease) in other
    liabilities                             3,083        14,635
                                        -----------    ----------
NET CASH USED IN OPERATING OPERATIONS    (111,962)     (184,994)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment           -       (80,000)
  Proceeds received from sale of
    property and equipment                      -         4,269
  Proceeds received from sale of
    marketable securities                       -        19,204
                                        -----------    ----------
-
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:                                   -       (56,707)


CASH FLOWS FROM FINANCING  ACTIVITIES
  Borrowings on notes payable             125,000       223,474
  Payments on notes payable                (1,451)       (1,887)
  Advances from officer                     6,200        19,100
  Payments on advances from officer       (22,500)            -
                                        -----------    ----------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                    107,249       240,687

NET DECREASE IN CASH                       (4,713)       (1,014)


  CASH, beginning of period                 4,713        14,220
                                        -----------    ----------
  CASH, ended of period                 $       -      $ 13,206


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:


 Cash paid during the period for:
 Interest                               $   5,362      $    870
 Income taxes                           $       -      $      -


</TABLE>


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


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


NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND REORGANIZATION BACKGROUND

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

Providential Securities, Inc., a California Corporation
("Providential Securities") was incorporated in the State of
California on October 8, 1992. It operated a securities brokerage
service in California, New York and Oregon. The principal markets
for Providential Securities' services were individual investors
who were located throughout the United States. Providential
Securities  bought and sold securities for its customers through
a number of different markets, utilizing a brokerage
clearinghouse to transact the trades. Due to the results of an
NASD examination, Providential Securities withdrew its membership
and ceased its securities brokerage business in October 2000.

REORGANIZATION

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

The sale of Diva was concluded on June 30, 2000, at which time
all of the shares of Diva owned by Providential as well as all of
its rights, title and interest in the Option Agreement were
exchanged for assignment to and assumption by Havilland Limited
of the amounts due by Providential to officers of the Company
amounting to $617,781, the amounts due to Providential from Diva
amounting to $94,843 and the return of 135,000 shares of common
stock of Providential owned by Havilland.

During February 2000 the Company formed a California corporation,
Providential Clearing, Inc. as a vehicle to effectuate the
purchase of a self-clearing broker-dealer and to operate a
securities clearing firm.  As of September 30, 2002, this
subsidiary has had no operations.

A wholly owned division of the Company was 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. 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.

On April 30, 2002, the Company consummated an agreement to
acquire 56.67% equity interest in SlimTech, Inc., a Nevada
corporation, in exchange for 3,000,000 shares of the Company's
restricted common stock. SlimTech plans to be a distributor of
LCD (liquid crystal display) computer flat screens and other
consumer electronics. Since SlimTech is a dormant entity with
insignificant assets or liabilities, no pro forma information is
presented.

On August 23, 2002, the Company entered into a purchase agreement
with ATC Technology Corporation, an Arizona corporation to
purchase all issued and outstanding shares of ATC Technology
Corporation. For consideration, the Company agreed to deliver
$250,000 in promissory note, non-interest bearing, payable 270
days after closing, and $250,000 in promissory note, non-interest
bearing, payable 18 months after closing, 3,000,000 shares of
restricted stock of the Company with an option of additional
shares to be issued after 270 days if the stock price does not
reach $.30, 1,000,000 shares of restricted stock of the Company
with an option of additional shares to be issued after one year
if the stock price does not reach $.30.

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 September 30, 2002 and the results of its operations and
cash flows for the periods ended September 30, 2002 and 2001.
The results of operations and cash flows for the three month
period ended September 30, 2002 are not necessarily indicative of
the results of operations or cash flows which may be reported for
the remainder of the 2003 fiscal year.

The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities
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, 2002.

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 for the three-month periods
ended September 30, 2001 include the accounts of Providential
Holdings, Inc., and Providential Clearing, Inc., collectively
referred to as the "Company". The consolidated financial
statements for the three-month period ended September
30, 2002 include the accounts of Providential Holdings, Inc.,
Provimex, Slimtech and Providential Clearing, Inc., All
significant inter-company transactions have been eliminated in
consolidation.

ACCOUNTING DEVELOPMENTS

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangibles." SFAS No. 142 addresses the initial recognition,
measurement and amortization of intangible assets acquired
individually or with a group of other assets (but not those
acquired in a business combination) and addresses the
amortization provisions for excess cost over fair value of net
assets acquired or intangibles acquired in a business
combination. The statement is effective for fiscal years
beginning after December 15, 2001, and is effective July 1, 2001
for any intangibles acquired in a business combination initiated
after June 30, 2001. The Company had evaluated any accounting
effect arising from the recently issued SFAS No. 142, "Goodwill
and Other Intangibles" on the Company's financial position. As a
result, the Company wrote off the Goodwill of $128,560 that was
derived from the business acquisition during the fiscal year
ended June 30, 2002.

SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued in August 2001. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and
addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal
of a segment of a business. The Company is evaluating any
accounting effect, if any, arising from the recently issued SFAS
No. 144, "Goodwill and Other Intangibles" on the Company's
financial position or results of operations.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections ("SFAS 145"). SFAS 145 rescinds the
automatic treatment of gains or losses from extinguishments of
debt as extraordinary unless they meet the criteria for
extraordinary items as outlined in APB Opinion No. 30, Reporting
the Results of Operations, Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS 145 also
requires sale-leaseback accounting for certain lease
modifications that have economic effects that are similar to
sale-leaseback transactions and makes various technical
corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective
for fiscal years beginning after May 15, 2002, with early
adoption encouraged. All other provisions of SFAS 145 are
effective for transactions occurring after May 15, 2002, with
early adoption encouraged. The Company does not anticipate that
adoption of SFAS 145 will have a material effect on its earnings
or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities."  This statement
addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues
Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a
Restructuring)."  This statement requires that a liability for a
cost associated with an exit or disposal activity be recognized
when the liability is incurred.  Under EITF Issue 94-3, a
liability for an exit cost, as defined, was recognized at the
date of an entity's commitment to an exit plan.  The provisions
of this statement are effective for exit or disposal activities
that are initiated after December 31, 2002 with earlier
application encouraged.  The Company does not expect adoption of
SFAS No. 146 to have a material impact, if any, on its 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 re-qualify by examination as a financial and
operational principal.

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

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

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

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

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

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

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

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

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

Providential shall be censured, fined $115,000.00 and shall offer
rescission to those public customers who participated in the
Providential Private Placement.

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

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

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

The notes may be paid by tender of common stock of the Company,
with the conversion rate for the issuance of the common stock
equal to the "closing price" on the date of the initial purchase
of the notes, which is the average of the closing bid price for
the five previous trading days.  Repricing warrants have also
been issued in contemporaneous amounts, such that any decrease in
the trading price of the stock will entitle the note holders to
reset the exercise price to a lower price than that which existed
on the closing date.  The number of shares issued under the
repricing warrants is directly linked to the Company's stock
price on the conversion date of 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.

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.

During the year ended June 30, 2002, $225,000 of the notes and
accrued interest and other fees of $183,695, totaling $408,695,
were converted to 170,288 shares of Company's common stock. The
market value of the stock issued for the conversion was
calculated at $25,240 and the gain of $383,455 resulted from
this note conversion was recorded as an extraordinary gain in the
financial statements. During the period ended September 30, 2002,
additional 2,532,057 shares of Company's common stock were issued
to exercise the repricing warrants.

NOTE 4 - LITIGATION

LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF SEPTEMBER 30, 2002:

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 $79,000.
The settlement amount has been accrued in the accompanying
consolidated financial statements.

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

In September 1997 Providential Securities, Inc. entered into a
written Lease Agreement to lease certain items of equipment from
Green Tree Vendor Services, in return for which Providential
Securities, Inc. agreed to pay thirty-six monthly installments,
each in the amount of $1,552.01. 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. 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. The claimant entered a judgment against
Providential Securities, Inc., Henry Fahman and Tina Phan for
$48,933. The judgment amount has been accrued in the accompanying
consolidated financial statements.

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

On or about November 20, 1997, Nara Bank, N.A. and Providential
Securities, Inc. entered into a Written Lease Agreement
("Agreement") wherein Nara Bank, N.A. agreed to lease certain
computer equipment to Providential Securities, Inc. Thereafter,
the Agreement was assigned from Nara Bank, N.A. to Claimant's
Assignor Oak Financial Services. Thereafter, the Agreement was
assigned from Claimant's Assignor to Claimant. Pursuant to the
terms of the Agreement, Providential Securities, Inc. agreed to
pay Nara Bank, N.A. the sum of $1,187.40 per month for sixty
months. On or about September 15, 2000, and subsequently,
Providential Securities, Inc. was unable to make the monthly
payments to Claimant due to the lack of revenues following the
interruption and subsequent closure of its securities brokerage
operations.  (See Note 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. This case was settled on December 17,
2001. However, since Providential Securities, Inc. was unable to
pay the settlement amount, Claimant entered a judgment for
$79,681 on January 23,2002. Subsequently, $12,000 was paid by Mr.
Fahman. The unpaid judgment amount has been accrued in the
accompanying consolidated financial statements.


ARBITRATION CASES

The arbitration case brought by Mohammad Bagherabadi against
Providential Securities, Inc., was closed in the period ended
September 30, 2002.  The total claim requested by the claimant of
$81,850 was denied. This amount was recorded as a gain on legal
settlement in the financial statements since this amount has
been accrued in the prior period.

PENDING LITIGATION:

COFFIN COMMUNICATIONS GROUP VS. PROVIDENTIAL HOLDINGS, INC.

On February 19, 2002 Coffin Communications Group filed a
complaint with Superior Court of California, County of Los
Angeles Limited Jurisdiction, against the Company (Case No.
02E01535) for $8,500 plus prejudgment interest, attorney's fees
and costs, and other and further relief. This claim is in
connection with investor relations' services rendered by Coffin
Communications Group. The Company has settled this case and
agreed to an installment payment plan. The sought amount of
$8,500 (excluding interest) has been accrued in the accompanying
consolidated financial statements.

DOW JONES & COMPANY, INC. VS. PROVIDENTIAL SECURITIES, INC. AND
PROVIDENTIAL HOLDINGS, INC.

On March 19, 2002 Dow Jones & Company filed a complaint with the
Superior Court of California, County of Orange, West Justice
Center (Case No. 02WL1633), against Providential Securities,
Inc., the discontinued operations of the Company, and
Providential Holdings, Inc. for $9,973.10 plus prejudgment
interest at the rate of ten (10%) per annum from November 1,
2000, reasonable attorneys' fees and other and further relief.
This claim is in connection with services allegedly rendered by
the Plaintiff to Providential Securities, Inc. prior to November
2000. The Company intends to settle this case. The sought amount
of $9,973.10 (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 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. This case was dismissed by the Los Angeles
County Superior Court subsequent to the quarter ended September
30, 2002.  The sought amount of $61,609 (excluding interest) has
been accrued in the accompanying consolidated financial
statements.

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

On December 19, 2000 Henry D. Fahman executed a Demand Promissory
Note and pledged 1,049,600 shares of common stock of Providential
Holdings, Inc. for a personal loan in the amount of $150,000.00
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. As of the date of this report, Henry Fahman has
repaid the Claimant a total of $45,000 and is committed to
repaying the remaining balance plus interest and legal costs. The
Company has not accrued any amount relating to this case 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 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.


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 2002 and 2001 periods,
as such inclusion is anti-dilutive.


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.
As of the date of this report there have been no options
exercised and seven million of these options have been forfeited.
All the remaining options were exercisable on July 1, 2001 and
expire on December 31, 2005.

NOTE 7 - CONTRACTS, COMMITMENTS AND 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 was entitled to
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. The Company has
received 1.2 million shares as of the date of this report. This
investment in Datalogic International, Inc. is carried on the
financial statements of Providential Holdings, Inc. at its market
value as of September 30, 2002. The company has received 1.2
million shares as of September 30, 2002.

INVESTMENT IN CLEARPASS

The Company entered into a letter of intent to provide funding of
$10,000,000 for minimum of 33% equity in ClearPass. ClearPass is
a manufacturing company for  security systems and related
equipment using an innovative biometric identification
technology. The Company invested $80,000 through the period
ended September 30, 2002. This amount has been reflected as
investment in the financial statements on September 30, 2002.

JOINT VENTURE AGREEMENT WITH MIMI BAN

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

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, ICTC has introduced
Vietnam-based Delta Electromechanis Co, Ltd., a manufacturer of
electric bicycles, and Nam Hiep Co. Ltd., a manufacturer of
organic fertilizer and construction company to PHI as potential
joint ventures; however, there have been no projects completed.


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

PROVIMEX

A wholly owned division of the Company originally formed on April
10, 2001 under the name "Providential Imex", to focus on trade
commerce with Vietnam. This division changed its name to Provimex
on July 5, 2001. The Company believes that its trade commerce
business will grow substantially as a result of the ratification
of the Trade Agreement between Vietnam and the United States.
During the period ended September 30, 2002, the Company generated
$31,200 revenue from this operation.

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. The Company purchased 60 percent of
the outstanding shares of this entity in July 2001 for $1,000.
As of the date of this report, this corporation has had no sales,
cost of sales or gross profit.

AGREEMENT WITH LEXOR INTERNATIONAL, INC.

On October 9, 2001, the Company entered into an agreement to
provide merger and acquisition consulting services to Lexor
International, Inc., a Maryland corporation, and to assist Lexor
in its business combination plan with in its business combination
plan with Pan-American Automotive Corporation, a Delaware
corporation. According to the agreement, the Company will be
receiving 10% equity interest in the resulting company as
compensation for its advisory and consulting services.  On
October 22, 2001, Pan-American signed a definitive agreement to
acquire 100% of Lexor in exchange for stock in Pan-American. This
transaction was closed on November 5, 2001 and on November 15,
2001 the Company received 24,761,900 restricted shares of
Pan-American Automotive Corporation's common stock, (after the 7
to 1 reverse split). Pan-American Automotive Corporation changed
its name to Lexor International, Inc. and again effectuated
a 10 to 1 reverse split of its common stock on December 19, 2001.
As a result, the Company currently owns 2,476,191 shares of Lexor
International, Inc. The Company will not record any value for
such shares until a trading market value is established for such
shares.

JOINT VENTURE WITH MINH HIEU COMPANY

On January 1, 2002 the Company entered into an agreement with
Minh Hieu Joint Stock Company of Ho Chi Minh City, Vietnam to
form "Providential JVC," a joint venture company under the laws
of the Socialist Republic of Vietnam. According to the terms of
the agreement, the Company will contribute $140,000 to the
initial required capital and own 70% of Providential JVC while
Minh Hieu Company will contribute $60,000 for 30% of the joint
venture enterprise.

Providential JVC's main line of business includes industrial
garments, packaging products and accessories. To date no amount
has been contributed towards the joint venture.

STOCK PURCHASE AGREEMENT WITH ATC TECHNOLOGY CORPORATION

On August 23, 2002, the Company entered into a purchase agreement
with ATC Technology Corp., an Arizona corporation, to purchase
all issued and outstanding shares of ATC Technology Corp.

As consideration, the Company agreed to deliver $250,000 in
promissory note, non-interest bearing, payable 270 days after
closing, and $250,000 in promissory note, non-interest bearing,
payable 18 months after closing, 3,000,000 shares of restricted
stock of the Company with an option of additional shares to be
issued after 270 days if the stock price does not reach $.30,
1,000,000 shares of restricted stock of the Company with an
option of additional shares to be issued after one year if the
stock price does not reach $.30.

The scheduled closing date of September 12, 2002 was postponed to
November 1, 2002 due to additional required financial
information.

EQUITY LINES OF CREDIT

The Company had an agreement for a $20 million equity line of
credit at the beginning of November 2001 with Boston-based
Dutchess Private Equities Fund, L.P. The line of credit's term is
three years. The amount the Company can receive is dependent on
the amount of free trading shares put in an escrow account or an
effective registration statement and certain other conditions.
The Company can borrow up to 95 percent of the market price (as
defined by the agreement) of the registered shares or the
free-trading shares deposited in escrow. Each time the Company
receives funds against this line of credit it incurs a 3 percent
fee, payable in cash on the gross proceeds, and an additional 1
percent fee on the total value of the equity line, payable in
shares of the Company's common stock. This equity line of credit
was terminated in June 2002 because the Company was unable to
file a registration statement in a timely manner and no funds
were received against this line of credit.

In July 2002, the Company secured a $10 million equity line of
credit from Los Angeles-based Mercator Momentum Fund, L.P. The
line of credit's term is three  years. The amount the company can
receive is dependent on the amount of free trading shares put in
an escrow account or an effective registration statement.

The company can draw down up to 90 percent of the market price
(as defined in the agreement) of the registered shares or the
free-trading shares deposited in escrow. The Company agrees to
pay a 2 percent fee on the total value of the equity line, 1
percent of which will be payable in cash on the gross proceeds
from the first draw-down and the remaining 1 percent fee payable
in shares of the Company's common stock. As of the date of this
report, no funds have been received against this line of credit.

OFFICE SPACE LEASE

The Company currently leases its office space from PAUB
ENTERPRISES, LLC at $4,263 per month.  This lease commenced on
April 1, 2001 and expires on March 31, 2004.

EQUIPMENT LEASES

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 leasers and is negotiating additional
payoffs with other equipment leasers.

NOTE 8- GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements,
the Company incurred a net loss of $379,759 for the period ended
September 30, 2002. As of September 30, 2002, the Company had a
negative working capital of $6.7 million and a shareholder
deficit of $5.2 million. Since the main operating subsidiary
Providential Securities, Inc. ceased its securities brokerage
operations in October 2000, there has been no significant revenue
stream for the Company. The Company is, is in default of the
terms of convertible notes at September 30, 2002. These factors,
as well as the uncertain conditions that the Company faces
in its day-to-day operations, create an uncertainty as to the
Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

Management has taken action and is formulating additional plans
to strengthen the Company's working capital position and generate
sufficient cash to meet its operating needs through June 30, 2003
and beyond. Among the actions to be taken, the Company intends to
file 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 proposed mergers and acquisitions (NOTE
7). No assurances can be made that management will be successful
in achieving its plan.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

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 include the following areas: (1)Technologies, (2)
Financial services, (3) International markets, and (4) Special
Situations. Events and developments relating to these areas are
described in more detail elsewhere in this report.


OPERATIONS

The following table sets forth certain information relating to
the Company's operations for the three months ended September 30,
2002 and 2001 (dollars in thousands):

                                       2002           2001

Revenues                         $    31    100%   $    -     - %
Cost of revenue                  $    30    100%   $    -     - %
Operating expenses               $   267    861%   $  274   116 %
  Loss from operations           $  (265) (855)%   $ (274) (116)%
Other income(expense)            $  (108) (271)%   $  237   100 %
  Net loss before income taxes   $  (373)(1203)%   $  (37)  (16)%
Provision (benefit) for
  income taxes                   $     2    (6)%   $    1     0 %
  Net loss                       $  (380)(1226)%   $  (38)  (16)%


Net revenues.  Net revenues increased from $0 for the three
months ended September 30, 2001 to $31,200 for the three months
ended September 30, 2002.

Operating expenses.  Operating expenses consisted primarily of
professional fees (accounting and legal),facility rent, and
consulting fees. The Company's operating expenses decreased from
$274,362 for the three months ended September 30, 2001 to
$266,587 for the same period in 2002.

Loss from operations.  The Company's loss from operations for the
quarter ended September 30, 2002 was $265,387, compared to a loss
in the same period in 2001 of $274,362. This is a difference of
$8,975.  This decrease was principally due to the Company's focus
which was changed last year.

Other income (expense).  Other income was $236,941 for the three
months ended September 30, 2001, compared to other expense of
$(107,566) for the three months ended September 30, 2002.  The
dramatic change in other income (expense) was principally due to
the $523,250 worth of income derived from the Company's merger
and acquisition advisory services earned in 2001.

Net loss. Net loss for the quarter ended September 30, 2002 was
$374,553, compared to a net loss of $38,221 the same period in
2001. The substantial difference in net loss between the two
periods was principally due to merger and acquisition advisory
income earned in 2001 as discussed elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $0 and $13,000 as of
September 30, 2002 and September 30, 2001, respectively.

The Company's operating activities used $112,000 and used
$185,000 in the quarters ended September 30, 2002 and 2001,
respectively. Changes in accrued expenses decreased from $160,000
in 2001 to $133,000 in 2002.  The largest change in funds between
the quarters ended September 30, 2002 and 2001 was "securities
received for consulting services" in 2001 of $487,000.

Investing activities decreased from $57,000 in the 2001 period to
$0 in the 2002 period.

Cash provided in the first quarter from financing activities
decreased from $241,000 in 2001 to $107,000 in 2002, primarily
due to a decrease in borrowings on notes payable.

The Company's notes payable at September 30, 2002 consisted of
the following:

     (i) convertible promissory notes of $1,350,000 plus interest
due September 28, 2000 and $400,000 plus interest due October 21,
2000.  As of the date of this report, $225,000 of notes and
accrued interest were converted to Company common stock.


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. In
addition, the Company also anticipates generating more revenue
through its proposed mergers and acquisitions.  No assurances can
be made that management will be successful in achieving its plan
or that additional capital will be available on a timely basis or
at acceptable terms.


                   PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          None other than described in Note 4


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

          Stock Purchase Agreement with ATC Technology Corp.
(incorporated by reference to the Company's Current Report on
Form 8-K/A, filed November 6, 2002).

     Exhibit 99.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002


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:     November 18, 2002      PROVIDENTIAL HOLDINGS, INC.

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


                                  By: /s/ Gene Bennett
                                      Gene Bennett
                                      Chief Financial Officer


Exhibit 99.1

                     CERTIFICATION PURSUANT TO
           18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of
Providential Holdings, Inc. (the "Company") for the quarterly
period ended September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Henry
Fahman, President and Chairman of the Company, certify, to my
best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(3) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and (4) The information contained in the
Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.

By:   /s/ Henry Fahman
      Henry Fahman
      President and Chairman
      November 18, 2002

Exhibit 99.2

                     CERTIFICATION PURSUANT TO
           18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-QSB of
Providential Holdings, Inc. (the "Company") for the quarterly
period ended September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Gene
Bennett, Chief Financial Officer of the Company, certify, to my
best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(3) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and (4) The information contained in the
Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.

By:   /s/ Gene Bennett
      Gene Bennett
      Chief Financial Officer
      November 18, 2002