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 December 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  (X)  NO  ( )

Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date:  39,893,869  SHARES OF COMMON STOCK,  $.04  PAR  VALUE  PER
SHARE, WERE OUTSTANDING AS OF JANUARY 21, 2002.




























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

<S>                                                   <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $     34,200
  Other assets                                             172,878
                                                         ----------
    Total Current Assets                                   207,078

PROPERTY & EQUIPMENT
  Furniture and equipment                                  107,005
  Automobiles                                               81,103
                                                         ----------
                                                           188,108
  Less: Accumulated Depreciation                          (120,904)
                                                         ----------
    Total Property & Equipment                              67,204

OTHER ASSETS                                               180,000
                                                         ----------

TOTAL ASSETS                                          $    454,282
                                                         ==========








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

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accrued expenses                                    $  2,723,997
  Accounts payable                                         581,099
  Convertible promissory notes                           1,750,000
  Short-term notes payable                                 873,555
  Current portion of notes payable                         137,559
  Due to officer                                           147,842
  Other current liabilities                                158,107
                                                         ----------
    Total Current Liabilities                            6,372,159

NOTES PAYABLE                                               23,811
                                                         ----------
TOTAL LIABILITIES                                        6,395,970

COMMITMENTS AND CONTINGENCIES                                    -












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

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
    $5.00 par value, 10,000,000 shares authorized,
     90,000 shares issued and outstanding                  450,000
  Common stock, $.04 par value, 100,000,000
    shares authorized, 39,832,869 shares
    issued and outstanding                               1,593,315
  Treasury stock, $.04 par value, 11.8 million
    shares issued and outstanding                         (472,000)
  Addition paid-in capital                               3,472,851
  Accumulated other comprehensive                         (457,009)
  Accumulated deficit                                  (10,528,845)
                                                         ----------
    Total shareholders' deficit                         (5,941,687)
                                                         ----------
                                                      $    454,282
                                                         ==========




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>
                                                                      Six Months Ended
                                 Three Months December March 31,         December 31,
                                        2001         2000              2001        2000
                                       ------       ------            ------      ------
REVENUES
  Commissions and fees            $        -     $         -      $         -  $   631,134
  Other income                             -               -                -       28,431
                                     --------      ----------        ---------    ---------
    Total Revenues                         -               -                -      659,547

OPERATING EXPENSES
  Commissions                              -               -                -      124,843
  Clearing charges and assessments         -               -                -      182,002
  Quote service and market fees            -               -                -      131,456
  Professional and consulting fees   172,499         235,272          375,095      869,943
  Salaries                                 -          26,806            7,280      150,273
  Other general and
    administrative expenses           67,022         102,885          131,508      459,923
                                     --------      ----------        ---------    ---------
    Total Operating Expenses         239,521         364,963          513,883    1,918,440
                                     --------      ----------        ---------    ---------

LOSS FROM OPERATIONS                (239,521)       (364,963)        (513,883)  (1,258,893)

OTHER INCOME (EXPENSE)
  Interest expense                  (222,599)       (227,931)        (427,739)    (478,541)
  Interest income                          -             800               65        2,434
  Rental income                        2,100          24,577            2,100       50,738


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

  Loss on sale of marketable
    securities                             -               -           (9,155)     (44,419)
  Impairment of assets                     -               -          (80,000)           -
  Gain on sale of property                 -               -            3,768        4,254
  Other income (expense)              21,569          30,184          548,972       48,250
                                     --------        --------        ---------     --------
    Total Other Income (Expense)    (198,930)       (172,370)          38,011     (417,284)
                                     --------        --------        ---------     --------

NET INCOME (LOSS) BEFORE DISCONTINUED
  OPERATIONS AND PROVISION
    FOR INCOME TAXES                (438,451)       (537,333)        (475,872)  (1,676,177)

PROVISION (BENEFIT) FOR INCOME TAXES       -             400              800        5,523
                                     --------        --------         --------    ---------
NET INCOME (LOSS) BEFORE
  DISCONTINUED OPERATIONS           (438,451)       (537,733)        (476,672)  (1,681,700)

DISCONTINUED OPERATIONS,
  NET OF TAX                               -         (65,906)               -      (65,906)
                                     --------       ---------         --------    ---------
NET INCOME (LOSS)                 $ (438,451)    $ (603,639)     $   (476,672) $(1,747,606)
                                     ========       =========         ========    =========

OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on
    marketable securities           (202,800)              -         (312,000)     (23,599)
                                     --------       ---------         --------     --------



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


TOTAL COMPREHENSIVE LOSS          $ (641,251)     $ (603,639)     $  (788,672) $(1,771,205)
                                    =========       =========        =========   ==========
BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING            27,523,000      27,323,000       27,623,000   27,232,000
                                   ----------      ----------       ----------   ----------
BASIC AND DILUTED NET LOSS
  PER SHARE                       $    (0.02)    $     (0.02)     $     (0.02) $     (0.06)
                                   ==========      ==========       ==========   ==========






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>
                                                        Six months Ended December 31,
                                                            2001             2000
                                                           -------          -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continued operations                 $   (476,672)       $ (1,681,700)
  Adjustments to reconcile net loss from
    continued operations to net cash used
      in continued operating activities:
  Discontinued operations                                       -             (65,906)
  Gain on sale of property                                 (3,768)             (4,254)
  Loss on sale of marketable securities                     9,155              44,419
  Depreciation                                             15,571              61,845
  Amortization of deferred revenue                        (62,500)            (52,084)
  Impairment of property and equipment                     80,000                   -
  Payment of consulting expense with
    marketable securities                                 103,000             392,200
  Securities received for consulting services            (486,820)                  -
  (Increase) decrease in accounts receivable              (21,048)            119,482
  (Increase) decrease in prepaid expenses and
    other assets                                          (29,917)             76,232
  Increase in accounts payable                             52,075             217,626
  Increase (decrease) in accrued expenses                 286,176             229,072
  Decrease in other liabilities                            34,364             (20,280)
                                                        -----------        ------------
NET CASH USED IN OPERATING OPERATIONS                    (500,384)           (683,348)



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

CASH FLOWS FROM INVESTING ACTIVITIES
  Sale of property and equipment                            4,268                   -
  Proceeds received from sale of
    residential property                                        -             325,000
  Impairment of assets                                    (80,000)                  -
  Purchases of marketable securities                            0            (320,832)
  Proceeds received from sale of
    marketable securities                                  19,024             334,857
                                                          --------            --------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:                                             (56,708)            339,025

CASH FLOWS FROM FINANCING  ACTIVITIES
  Borrowings on notes payable                             403,555             444,156
  Payments on notes payable                                (7,283)           (290,869)
  Advances from officer                                   107,600              90,227
  Payments on advances from officer                       (34,400)           (102,500)
  Issuance of common stock                                 80,600                   -
  Shareholder dividends and distributions                  27,000             (15,500)
                                                        -----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 577,072             125,514

NET DECREASE IN CASH                                       19,980            (218,809)

  CASH, beginning of period                                14,220             291,909
                                                        -----------         ----------
  CASH, ended of period                              $     34,200        $     73,100
                                                        ===========         ==========


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


SUPPLEMENTARY DISCLOSURES OF CASH FLOW
  INFORMATION:

  Cash paid during the period for:
    Interest                                         $     15,096        $     80,687
                                                        ----------           ---------
    Income taxes                                     $        800               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. Diva was disposed off concurrently with the
reorganization of the Company.

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"). The PHI shares are restricted
against resale pursuant to the provisions of federal and state
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

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 December 31, 2001 and the results of its operations and
cash flows for the periods ended December 31, 2001 and 2000.  The
results of operations and cash flows for the six month period
ended December 31, 2001 are not necessarily indicative of the
results of operations or cash flows which may be reported for the
remainder of the 2002 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, 2001.

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 six-month period
ended December 31, 2000 include the accounts of Providential
Holdings, Inc., Providential Securities, Inc. and Providential
Clearing, Inc., collectively referred to as the "Company". The
consolidated financial statements for the six-month period ended
December 2001 include the accounts of Providential Holdings, Inc.
and Providential Clearing, Inc., All significant inter-company
transactions have been eliminated in consolidation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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
impairment. Intangible assets with a determinable useful life
will continue to be amortized over that period. This statement
becomes effective January 1, 2002.

Management is in the process of evaluating the requirements of
SFAS No. 141 and 142 and expects these pronouncements will
materially impact the Company's financial position or results of
operations.

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

SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued in August 2001. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and
addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal
of a segment of a business.

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


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
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

whereby Providential Securities, Inc. and Henry Fahman, jointly
and severally, were fined $28,500 for net capital deficiencies
and for failing to send the requisite written notification or
confirmation in fifty eight (58) securities transactions to
public customers; and failure to disclose that Henry Fahman was
ordered to requalify by examination as a financial and
operational principal.

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

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

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

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

That both Providential and Henry Fahman also violated Membership
and Registration Rule 1030 for failing to enforce Membership and
Registration Rule 1031(a) by allowing four individuals with
deficiencies in license registration to conduct a securities
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

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

NOTE 3 - CONVERTIBLE PROMISSORY NOTES, continued

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.


NOTE 4 - LITIGATION


LEGAL PROCEEDINGS SETTLED SUBSEQUENT TO QUARTER-END AND UNPAID AS
OF YEAR END:


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

This case was originally submitted to Orange County Superior
Court, CA on June 25, 1997, Case No. 781121, and subsequently
moved to NASD Dispute resolution for arbitration. On or about
August 24, 2000, the Company's legal counsel negotiated with the
Claimant's counsel and unilaterally reached a settlement that had
not been approved by the Company. While the Company was in the
process of re-negotiating the terms of said settlement, the
Claimants filed a request for arbitration hearing before the
National Association of Securities Dealers on October 4, 2000,
Case No. 99-03160. Thereafter, the Claimants filed a complaint
with the Orange County Superior Court, CA on October 31, 2000,
Case No. 00CC13067 for alleged breach of contract for damages in
the sum of $75,000.00 plus pre-judgment interest, costs incurred
in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached a
settlement agreement with the Claimants whereby the Company would
pay the Claimants a total of $62,500.00 plus $4,500.00 in
administrative costs. As the date of this report, the Company has
paid $2,500 and is subject to an entry of judgment for
$79,000.00.  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

PENDING LITIGATION:

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

In September 1997 Providential Securities, Inc. entered into a
written Lease Agreement to lease certain items of equipment from
Green Tree Vendor Services, in return for which Providential
Securities, Inc. agreed to pay thirty-six monthly installments,
each in the amount of $1,552.01. 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.


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

NOTE 4   LITIGATION, continued

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

NOTE 4   LITIGATION, continued

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

NOTE 4   LITIGATION, continued

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 $54,505.  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
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 2001 and 2000 periods,
as such inclusion is anti-dilutive.




                     Three Months Ended         Six Months Ended
                        December 31,               December 31,
                   2001        2000           2001        2000
                  ------      ------         ------      ------

Basic and diluted net
  income (loss) per share:
Numerator:

  Net Income
   (Loss)       $(438,451)  $ (603,639)   $(476,672) $(1,747,606)

Denominator:

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

                27,523,000  27,323,000   27,623,000   27,232,000

Basic and diluted net income (loss) per share:

               $     (0.02)   $  (0.02)  $   (0.02)    $   (0.06)




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

NOTE 7 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

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. This investment
in Datalogic International, Inc. is carried on the financial
statements of Providential Holdings, Inc. at its market value as
of December 31, 2001. The company has received 1.2 million shares
as of December 31, 2001.


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

NOTE 7 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

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.

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 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 imminent
ratification of the Trade Agreement between Vietnam and the
United States. As the date of this report, the Company has not
generated through this division.

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

NOTE 7 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

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 tock 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).

EQUITY LINE OF CREDIT

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

OFFICE SPACE LEASE

The Company currently leases its office space from PAUB
ENTERPRISES, LLC at $4,263.00 per month.  This lease commenced on
April 1, 2001 and expires on March 31, 2004.


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

NOTE 7 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

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 lessors and is negotiating additional
payoffs with other equipment lessors.

SUBSEQUENT EVENT

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.
The joint venture company intends to lease existing manufacturing
facilities and hire employees from Minh Phung Export Garments
Co., Ltd., once one of the fastest growing conglomerates in
Vietnam. Providential JVC also plans to upgrade its product lines
and gain access to the US garment market. The Company currently
applies for the investment license from the Vietnamese government
and expects to start funding the joint venture during the second
month following the issuance of the license.


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 include the following areas: (1) Technologies, (2)
Merger and acquisition advisory and consulting services, (3)
Financial services, (4) Trade commerce, and (5) Emerging markets.
Events and developments relating to these areas are described in
more detail elsewhere in this report.


OPERATIONS


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

                           Second Qtr. 2001    Second Qtr. 2000
                           ----------------    ----------------
Commissions and fees         $      -            $     -
Other income                        -                  -
                             -----------         ----------
  Total revenues                    -                  -
Operating expenses                239                365
                             -----------         ----------
 Income (Loss) from operations   (239)              (365)
Other expense                    (199)              (172)
                             -----------         ----------
  Net loss before
    income taxes                 (438)              (537)
Provision (benefit)
  for income taxes                  -                  -
                             -----------         ----------
  Net loss                   $   (438)           $  (537)
                             ===========         ==========


Commissions and fees.  The company is redirecting the focus and
there has been a start-up period that has caused a lag in
revenue. Turn around is expected in the 3rd quarter of 2002.


Other income.  The company is redirecting the focus there has
been a start-up period that has caused a lag in revenue. Turn
around is expected in the 3rd quarter of 2002.


Operating expenses.  Operating expenses consisted primarily of
commission expense, professional fees (accounting and legal),
facility rent, clearing charges and assessments, market fees,
consulting fees and employee compensation. The Company's
operating expenses decreased dramatically as a result of the
change in focus of the Company to consulting and mergers and
acquisition.

Loss from operations.  The Company's loss for the 2nd Qtr. of
2002 of $438,000 compares to a loss in the same period in 2001 of
$538,000. This is a difference of $100,000.  This decrease was
principally due to the change in focus of the Company and the
lower costs associated with the new focus and related operations.

Net Other income (expenses).  Net other expenses increased from
$172,000 for the three months ended December 31, 2000 to income
$30,000 for the three months ended December 31, 2001.  The change
was principally due to the change in focus of the Company.


LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $34,200 and $14,000
as of December 31, 2001 and June 30, 2001, respectively.

The Company's operating activities used $500,000 and used
$683,000 in the six months ended December 31, 2001 and 2000,
respectively.

Net cash used by investing activities of $57,000 in the 2001
period was due primarily to the impairment of assets at $80,000.
Net cash provided by investing activities of $339,000 in the 2000
period was due to proceeds received from a sale of residential
property and sales of marketable securities offset by purchases
of marketable securities.

Cash provided in 2001 financing activities was from borrowings on
notes payable for $404,000 and borrowings from officer for
$107,600.


The Company's notes payable at December 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 (ii) note payable
of $125,000 to an individual, due June 30, 2001 (principal and
interest) (which has not been paid as of the date of this
report), with an interest rate of 8 percent;  (iii) two auto
loans for $36,000 and (iv)short term notes to be paid off in the
Company's common stock in the amount of $859,000.

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
proposed mergers and acquisitions.  (See Note 7) 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

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

          None








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     February 12,2002      PROVIDENTIAL HOLDINGS, INC.

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


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