SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          ___________

                          FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 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)

        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:
39,832,869 SHARES OF COMMON STOCK, $.04 PAR VALUE PER SHARE, WERE
OUTSTANDING AS OF May 6, 2002 (including 11,800,000 shares of
treasury stock).



























<PAGE>
<PAGE>
(Format change)
<TABLE>
                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      MARCH 31,2002
                                       (UNAUDITED)

<S>                                                   <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $          -
                                                         ----------
    Total Current Assets

PROPERTY & EQUIPMENT
  Furniture and equipment                                  107,005
  Automobiles                                               81,103
                                                         ----------
                                                           188,108
  Less: Accumulated Depreciation                          (128,355)
                                                         ----------
    Total Property & Equipment                              59,753

OTHER ASSETS                                               120,000
                                                         ----------

TOTAL ASSETS                                          $    179,753
                                                         ==========







                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      March 31, 2002
                                    (UNAUDITED) continued

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accrued expenses                                    $  2,865,163
  Accounts payable                                         581,355
  Convertible promissory notes                           1,750,000
  Short-term notes payable                                 947,193
  Current portion of notes payable                         137,559
  Due to officer                                           132,222
  Other current liabilities                                140,356
                                                         ----------
    Total Current Liabilities                            6,533,848

NOTES PAYABLE                                               20,838
                                                         ----------
TOTAL LIABILITIES                                        6,574,686

COMMITMENTS AND CONTINGENCIES                                    -












                                 PROVIDENTIAL HOLDINGS, INC.
                                  CONSOLIDATED BALANCE SHEET
                                      March 31, 2002
                                    (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                         (517,009)
  Accumulated deficit                                  (10,922,090)
                                                         ----------
    Total shareholders' deficit                         (6,394,933)
                                                         ----------
                                                      $    179,753
                                                         ==========




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

</TABLE>
<PAGE>




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

<S>                               <C>            <C>              <C>          <C>
                                                                      Nine Months Ended
                                 Three Months Ended March 31,         March 31,
                                        2002         2001              2002        2001
                                       ------       ------            ------      ------
REVENUES
  Commissions and fees            $        -     $         -      $         -  $   631,134
  Other income                             -               -                -       28,413
                                     --------      ----------        ---------   ---------
    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    38,208          49,694          413,303      924,636
  Salaries                                 -          27,011            7,280      177,285
  Other general and
    administrative expenses           62,164         120,825          193,672      575,748
                                     --------      ----------        ---------   ---------
    Total Operating Expenses         100,372         197,530          614,255    2,115,970
                                     --------      ----------        ---------   ---------

LOSS FROM OPERATIONS                (100,372)       (197,530)        (614,255) (1,456,423)

OTHER INCOME (EXPENSE)
  Interest expense                  (211,499)       (239,554)        (639,238)    (718,096)
  Interest income                          7             653               72        3,088
  Rental income                          900          25,127            3,000       75,865
                                 PROVIDENTIAL HOLDINGS, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED) continued

  Loss on sale of marketable
    securities                             -               -           (9,155)     (44,419)
  Impairment of assets              (172,868)              -         (252,868)           -
  Gain on investment                       -               -            3,768        4,254
  Gain on legal settlement           100,000               -          100,000            -
  Other income (expense)              28,087          48,034          577,059       96,284
                                     --------        --------        ---------     --------
    Total Other Income (Expense)    (255,373)       (165,740)        (217,362)    (583,024)
                                     --------        --------        ---------     --------

NET INCOME (LOSS) BEFORE DISCONTINUED
  OPERATIONS AND PROVISION
    FOR INCOME TAXES                (355,745)       (363,270)        (831,617)  (2,039,447)

PROVISION (BENEFIT) FOR INCOME TAXES       -               -              800        5,523
                                     --------        --------         --------    ---------
NET INCOME (LOSS) BEFORE
  DISCONTINUED OPERATIONS           (355,745)       (363,270)        (832,417)  (2,044,970)

DISCONTINUED OPERATIONS,
  NET OF TAX                               -               -                -      (65,906)
                                     --------       ---------         --------    ---------
NET INCOME (LOSS)                 $ (355,745)    $ (363,270)     $   (832,417) $(2,110,876)
                                     ========       =========         ========    =========
DIVIDENDS REQUIRED OF PREFERRED
STOCK                                (13,500)       (15,450)          (37,500)     (46,350)

NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS                        (369,245)      (378,720)         (869,917)  (2,157,226)

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

OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on
    marketable securities           ( 54,820)             -          (366,820)     (23,808)
                                     --------       ---------         --------     --------
TOTAL COMPREHENSIVE LOSS          $ (424,065)     $ (378,720)     $(1,236,737) $(2,181,034)
                                    =========       =========        =========   ==========
BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING            27,623,000      27,323,000       27,623,000   27,232,000
                                   ----------      ----------       ----------   ----------
BASIC AND DILUTED NET LOSS
  PER SHARE                       $    (0.02)    $     (0.01)     $     (0.04) $     (0.08)
                                   ==========      ==========       ==========   ==========






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



</TABLE>
<PAGE>






<TABLE>

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

<S>                                                  <C>                 <C>
                                                        Nine months Ended December 31,
                                                            2002             2001
                                                           -------          -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continued operations                 $   (869,917)       $ (2,044,970)
  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                                      -              (4,254)
  Reduction of accrued expenses through
   legal settlement                                      (100,000)                  -
  Loss on sale of marketable securities                     5,387              44,419
  Depreciation                                             19,254              92,124
  Amortization of deferred revenue                        (93,750)            (83,334)
  Impairment of property and equipment                    252,868                   -
  Payment of consulting expense with
    marketable securities                                 103,000             392,200
  Securities received for consulting services            (486,820)                  -
  (Increase) decrease in accounts receivable                                  119,482
  (Increase) decrease in prepaid expenses and
    other assets                                          (22,436)             53,774
  Increase in accounts payable                             52,331             256,136
  Increase (decrease) in accrued expenses                 535,819             404,036
  Decrease in other liabilities                            41,635             (20,280)
                                                        -----------        ------------
NET CASH USED IN OPERATING OPERATIONS                    (562,629)           (856,573)

                                 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                            -            (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
  Borrowing on notes payable                              477,193             650,336
  Payments on notes payable                               (10,256)           (293,812)
  Advances from officer                                    91,980             101,842
  Payments on advances from officer                       (34,400)           (135,500)
  Issuance of common stock                                 80,600                   -
  Shareholder dividends and distributions                       -             (15,500)
                                                        -----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 605,117             307,366

NET DECREASE IN CASH                                      (14,220)           (210,182)

  CASH, beginning of period                                14,220             291,909
                                                        -----------         ----------
  CASH, ended of period                              $          -        $     81,727
                                                        ===========         ==========



                                 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        $    121,336
                                                        ----------           ---------
    Income taxes                                     $        800               5,523
                                                        ==========           =========






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


</TABLE>
<PAGE>
<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. Since October 2000, 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

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

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

(together as "the Company"). The PHI shares are restricted against
resale pursuant to the provisions of federal and state securities
laws. Providential's shareholders of record as of the closing date
owned approximately 75% of PHI's common stock.  The acquisition
has been treated as a capital transaction in substance, rather
than a business combination, and was deemed a "reverse
acquisition" for accounting purposes.  Accordingly, Providential
was the accounting acquirer and the historical financial
statements prior to January 14, 2000 were those of Providential.
In the accompanying financials statements, the capital structure
and losses per share of Providential have been retroactively
restated to reflect the acquisition as if it occurred at the
beginning of the period. The operations of PHI have been included
with those of Providential from the acquisition date.

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

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited
consolidated financial statements of the Company contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the Company
as of March 31, 2002 and the results of its operations and cash
flows for the periods ended March 31, 2002 and 2001.  The results
of operations and cash flows for the nine month period ended March
31, 2002 are not necessarily indicative of the results of
operations or cash flows which may be reported for the remainder
of the 2002 fiscal year.




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

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

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, 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 nine-month periods
ended March 31, 2001 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 nine-month period ended
March 2002 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

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.




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

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

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 became
effective January 1, 2002.

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

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

The adoption of above pronouncements, did not materially impact
the Company's financial position or results of operations.






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

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

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

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

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






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

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

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.


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

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

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 - IMPAIRMENT OF ASSETS

The Company wrote off the receivables of $172,868 that deemed to
be unrecoverable during the quarter ended March 31, 2002. This was
recorded as a loss on impairment of assets in the financial
statement.








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

NOTE 4 - 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.









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

NOTE 4 - CONVERTIBLE PROMISSORY NOTES, continued

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



NOTE 5 - LITIGATION


LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF MARCH 31, 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

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

NOTE 5   LITIGATION, continued

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 the accompanying
consolidated financial statements.

ARBITRATION CASES

The arbitration case brought by Richard Shaffer against
Providential Securities, Inc., was closed in the quarter ended
March 31, 2002.  The total claim requested by the claimant of
$100,000 plus interest was denied. This 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 intends to settle this case. The sought amount of $8,500
(excluding interest) has been accrued in the accompanying
consolidated financial statements as of March 31, 2002.

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 as of 3/31/2002.

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

NOTE 5   LITIGATION, continued

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 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. This case is still pending
and the Company has filed a cross-claim against Peter Zachariou,
the former president 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 5   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 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.







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

NOTE 5   LITIGATION, continued

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. Providential Securities, Inc. intends to
settle this case.  The sought amount of $30,873 (excluding
interest) has been accrued in the accompanying consolidated
financial statements.

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

Claimant was a former employee of Providential Securities, Inc.
who was laid off in 2000 due to closure of business. The Claimant
complained to the Department of Industrial Relations (DIR) for
allegedly unpaid vacation and salaries. On June 13, 2001, the DIR
filed a request to enter a judgment against Providential
Securities, Inc. for $9,073.64 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.







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

NOTE 5   LITIGATION, continued

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

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

ARBITRATION CASES

The Company has several arbitration cases that are either pending
or in preliminary stages against Providential Securities, Inc.
relating to the discontinued securities brokerage 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 $172,337.  This amount has been
accrued in the accompanying consolidated financial statements.


NOTE 6 - 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.




                     Three Months Ended        Nine Months Ended
                          March 31,                March 31,
                   2001        2000           2001        2000
                  ------      ------         ------      ------

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

  Net Loss       $(369,245)  $ (378,720)   $(869,917) $(2,157,226)

Denominator:

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

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

Basic and diluted net loss per share:

               $     (0.01)   $  (0.01)  $   (0.03)    $   (0.08)



NOTE 7 - 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 8 - 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 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 March 31,
2002. The company has received 1.2 million shares as of March 31,
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.








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

NOTE 8 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

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

International Center for Training and Consulting (ICTC) is an
organization under the Ministry of Trade of Vietnam that promotes
economics, trade, investment and training activities between
Vietnam and foreign organizations. Providential Holdings, Inc. and
ICTC signed an agreement in March 2001 to cooperate in the areas
of trade, economics, and technology. ICTC is responsible for
representing Providential Holdings in connection with appropriate
Vietnamese organizations, businesses, and individual businessmen
and investors in Vietnam. ICTC will also perform consulting
services and provide information on various economic, trade and
investment projects as may be required by Providential.  Fees
between the parties will be negotiated on an as project basis.  As
of the date of this report, ICTC has introduced Vietnam-based
Delta Electromechanis Co, Ltd., a manufacturer of electric
bicylces, and Nam Hiep Co. Ltd., a manufacturer of orgnanic
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 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
any revenues through this division.

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

NOTE 8 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

PROVIDENTIAL ADVISORY SERVICES, INC.

Providential Advisory Services, Inc. (PAS) was formed in February
2000 as a California corporation. Its mission is to create
distinctive value and enrich client's lives by providing high
quality investment advisory services that will help improve their
asset value over time. 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.












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

NOTE 8 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

EQUITY LINE 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 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 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 lessors and is negotiating additional
payoffs with other equipment lessors.













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

NOTE 8 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS, continued

SUBSEQUENT EVENTS

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 will include
industrial garments, packaging products and accessories. No
capital contribution has been made to date.

INVESTMENT IN SLIMTECH, INC.

On April 30, 2002, the Company consummated an agreement to acquire
51% equity interest in SlimTech, Inc., a Nevada corporation, in
exchange for 3,000,000 shares of the Company's restricted common
stock. SlimTech is a distributor of LCD (liquid crystal display)
computer flat screens and other consumer electronics. SlimTech had
no operations through March 31, 2002.



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 and currently operates in the following areas: (1) PHI
Technologies, (2) PHI Capital services, (3) PHI International, and
(4) PHI 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 March 31, 2002 and
2001 (Dollars in thousands):

                           Third Qtr. 2002     Third Qtr. 2001
                           ----------------    ----------------
Commissions and fees         $      -            $     -
Other income                        -                  -
                             -----------         ----------
  Total revenues                    -                  -
Operating expenses                100                197
                             -----------         ----------
 Income (Loss) from operations   (100)              (197)
Other expense                    (255)              (166)
                             -----------         ----------
  Net loss before
    income taxes                 (355)              (363)
Provision (benefit)
  for income taxes                  -                  -
                             -----------         ----------
  Net loss                   $   (355)           $  (363)
                             ===========         ==========


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 4th quarter of fiscal year 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 4th quarter of fiscal 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 3rd Qtr. of 2002
was $100,000 compares to a loss in the same period in 2001 of
$197,000. This is a difference of $97,000.  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
$166,000 for the three months ended March 31, 2001 to net other
expenses $255,000 for the three months ended March 31, 2002.  The
change was principally due to an arbitration settlement in the
favor of the Company for $100,000, interest expenses of $211,000
and impairment of other assets of $173,000.


LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $0 and $14,000 as of
March 31, 2002 and June 30, 2001, respectively.

The Company's operating activities used $563,000 and used $856,000
in the nine months ended March 31, 2002 and 2001, respectively.

Net cash used by investing activities of $57,000 in the 2002
period was due primarily to the acquisition of assets at $80,000.
Net cash provided by investing activities of $339,000 in the 2001
period was due to proceeds received from a sale of residential
property and sales of marketable securities offset by purchases of
marketable securities.

Cash provided in 2002 financing activities was mainly from
borrowings on notes payable for $477,000 and borrowings from
officer for $92,000.

The Company's notes payable at March 31, 2002 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 secured a $20-million equity line
of credit from Dutchess Private Equities Fund, L.P. and intends to
file a Form SB-2 Registration Statement to raise additional
capital to implement its business plan. In addition, the Company
also anticipates generating more revenue through its proposed
mergers and acquisitions(See Note 8). 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

     Exhibit 2.3    Plan of Acquisition of Nettle Global
                    Communication Corp. (incorporated by reference
                    to the Company's Current Report on Form 8-K
                    filed May 3, 2002).

     Exhibit 10.26  Joint Venture Agreement with Vietnam's Minh
                    Hieu Joint Stock Company.

     Exhibit 10.27  Memorandum of Agreement with HDT Enterprises,
                    LLC dated March 15, 2002.

     Exhibit 10.28  Memorandum of Agreement and Principle Contract
                    with Vietnam's Center of Telecom Technology.

     Exhibit 10.29  Stock Purchase Agreement with SlimTech, Inc.
                    dated April 30, 2002. Incorporated by
                    reference to the Company's Current Report on
                    Form 8-K, dated May 1, 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     May 6, 2002           PROVIDENTIAL HOLDINGS, INC.

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


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

<PAGE>
Exhibit 10.26  Joint Venture Agreement with Vietnam's Minh Hieu
               Joint Stock Company.

CONTRACT TO ESTABLISH PROVIDENTIAL JOINT VENTURE

Based on The Investment Law of Vietnam and relevant legal
documents, the parties mentioned hereafter have signed a Joint
Venture contract to establish in the Socialist Republic of Vietnam
a Joint Venture company as follows:

A.   The Vietnamese party:
          1.   Name of the company: Minh Hieu Joint Stock Company.
          2.   Registered capital: VND 1,000,000,000 (One Billion
VND).
          3.   Head office: 119/4 Pham The Hien St., Ward 3,
District 8, Ho Chi Minh City.
               Telephone: 848-865-6813;  Fax: 848-865-0304.
          4.   Main line of business:
-    Industrial garments,
-    Packing manufacturing,
-    Dealing with garment and its accessories.
          5.   Certificate of Incorporation:
               No 4103000679, issued by Business Registration
Office of Ho Chi Minh City,
               Date: November 7, 2001.
          6.   Delegated representative: Tang Binh Trong
               Title: Founder, delegated representative.

B.   The Foreign party:
          1.   Name of the company: Providential Holdings, Inc.
          2.   Registered capital: USD 4,000,000 (Four Million US
dollars).
          3.   Head office: 8700 Warner Avenue, Fountain Valley,
CA 92708 (USA).
               Telephone: (714) 596-0244; Fax: (714) 596-0252.
          4.   Main line of business:
               -  Investments and investment advisory services,
               -  Financial services,
               -  Information Technology,
               -  E-Commerce,
               -  Merger and acquisition advisory services,
               -  Imports and Exports.
          5.   Certificate of Incorporation:
               No C3349-82, issued by Nevada State; Date: June 08,
1982.
          6.   Delegated representative: Henry D. Fahman
               Title: Chairman & CEO.



Article 1.

          The parties agree to establish the JV company in the
S.R. Vietnam with the purpose of:
-    Industrial garments,
-    Packing manufacturing,
-    Dealing with garments and its accessories.

          The name of the JV company: Providential JVC.
          The transaction name of the JV company in English is:
PRVH.

Article 2.

          Address of the JV company:    119/4 Pham The Hien St.,
                                   Ward 3, District 8, Ho Chi Minh
City.
                                   Tel: 848-865-6813
                                   Fax: 848-865-0304.

          Production capacity:

Goods/services      Unit      1st&2nd yr     3rd year    4th year

- Garments          Set       1,200,000      1,500,000   2,000,000
- Packing           Set       2,000,000      3,000,000   4,000,000

          Products and services of the JV company will mainly be
done in the domestic market.

Article 3.

          1.   Total invested capital of the JVC: USD1,000,000
(One Million US dollars).
          2.   Legal capital of the JVC is: USD200,000 of which:
     a.   The Vietnamese party contributes USD60,000, accounting
for 30 percent of the legal capital by cash and other fixed
assets.
     b.   The foreign party contributes: USD140,000, accounting
for 70 percent of the legal capital by cash and other fixed
assets.
     c.   In addition to its legal capital the JV company may
acquire loans from banks and/or credit organizations. The loans
may be decided by unanimous decision of the Board of Management of
the JV and in conformity with the provisions of the laws of
Vietnam.
     d.   Profit sharing and risks shall be based on the
provisions of contribution of each member.


Article 4.

     The two parties undertake to contribute their respective
capital fully and on time as follows:
               The first month after the day of receipt of the
Investment License:
               contribute 50% of the legal capital.
               The third month: 50% of the legal capital.

Article 5.

     The term of the JV contract is 30 years (Thirty years) from
the date of the issuing of the JV Investment License. Any change
to this term shall have to be agreed upon by both parties
concerned and reported to the License Issuing Organ for approval.

Article 6.

     Commencing from date of the issuing of the JV Investment
License, this contract shall be implemented following the schedule
below:

-    Accomplishment of procedure of registration: 01 month.
-    Factory office: 02 months.
-    Actual production: 03 months.

Article 7.

          After fulfilling all financial obligations towards the
State of Vietnam, the remaining profits of the JV company are
extracted to establish the developing fund, the welfare fund and
other appropriate funds (the scopes and the principal of using
each fund shall be decided by the board of management in
conformity with the laws of the Socialist Republic of Vietnam).
The net profits of the JV company are shared according to the
scale of contribution of the legal capital.

Article 8.

          Any disputes between the parties arising in the respect
of the implementation of the cintract is resolved at first through
negotiations. In case where the parties in dispute cannot agree
with each other, the disputes shall be brought to the Economic
Arbitration Organization or the Economic Court of Vietnam.

          The decision of the Economic Arbitration Organization or
the Economic Court of Vietnam is final and the JV Parties must
carry out.


Article 9.

          The JV may terminate its operation in the following
case:
-    By force majeure cases such as earthquake, flood, fire, war,
etc.
-    The JV has incurred such losses that it cannot continue to
operate and by proposal of the Board of Management.
-    By decision from the License Issuing Organ with reason that
the JV has violated the purpose and scope of activities stipulated
in the Charter and Investment License.
-    By a judgement of the Court with juridical effect.
-    At expiration of the duration stipulated in the Investment
License.

Article 10.

          All other relating items that are not stipulated in the
JV contract and the JV Charter shall be implemented by the parties
in accordance with the Foreign Investment Law of Vietnam and in
the JV Investment License.

Article 11.

          The JV contract may be added and/or amended after
unanimous decision of the Board of Management of the JV and must
be approved by the License Issuing Organ.

Article 12.

          This contract shall take effect immediately after the
investment application is approved by the License Issuing Organ.

Article 13.

          The JV contract is signed in Ho Chi Minh City on
01-01-2002 in the Vietnamses version and in English by 06 original
copies. Both versions are of equal validity.

     The Foreign Party                       The Vietnamese Party
   PROVIDENTIAL HOLDINGS, INC.   MINH HIEU JOINT STOCK COMPANY
      Chairman & CEO          Founder, Delegated Representative
   /SS/ Henry D. Fahman                       /SS/ Tang Binh Trong
        Henry D. Fahman                           Tang Binh Trong
        (sealed)                                  (sealed)

<PAGE>
Exhibit 10.27  Memorandum of Agreement with HDT Enterprises, LLC
               dated March 15, 2002.


Memorandum of  Agreement

This Agreement is made as of the 15th  day of March, 2002 ("The
Effective Date"), by HDT Enterprises LLC, (a California Limited
Liability Corporation) with principal business address at 9708
Moss Glenn, Fountain Valley, CA 92708, (hereinafter known as HDT)
and Providential Holdings, Incorporated, (a Nevada Corporation)
with principal business address at 8700 Warner Avenue, Fountain
Valley, CA 92708, (hereinafter known as "PHI").

1.   HDT and PHI hereby agree as follows:

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

1.2. HDT and PHI agree, in particular, to arrange financing for
the implementation of various potential commercial, industrial and
other projects in Vietnam.

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

A.   Introducing and making available various financing sources,
including but not limited to Sewang World of 234 Trikimm 171 Jang
dong Youseong-gu Taejon 305-343, Korea, to PHI for the purpose of
funding various potential commercial, industrial and other
projects in Vietnam and elsewhere.

B.   Introducing and making available various engineering,
procurement and construction entities, including but not limited
to Sewang World of 234 Trikimm 171 Jang dong Youseong-gu Taejon
305-343, Korea, to PHI for the purpose of implementing various
potential commercial, industrial and other projects in Vietnam and
elsewhere.

C.   Performing other functions and duties that may deem necessary
to procure and implement various potential commercial, industrial
and other projects in Vietnam and elsewhere.

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

A.   Identifying, analyzing, evaluating and introducing various
potential commercial, industrial and other projects in Vietnam and
elsewhere to various entities that are introduced and made
available to PHI by HDT, including but not limited to Sewang World
of 234 Trikimm 171 Jang dong Youseong-gu Taejon 305-343, Korea.

B.   Coordinating, managing or providing assistance to manage the
procurement of various potential commercial, industrial and other
projects in Vietnam and elsewhere.

C.   Performing any and all tasks that may be required to procure
and implement various potential commercial, industrial and other
projects in Vietnam and elsewhere.

2.   HDT and PHI shall share 50% each in the net profits generated
from any and all projects that will have been implemented in
Vietnam and elsewhere as a result of this Agreement.  These
profits shall be determined after production costs, sales costs,
marketing costs, administrative costs, general office costs,
overhead costs, consulting fees, legal fees, miscellaneous
expenses and applicable taxes that will be deducted from the
operating income.

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

4.   This Agreement is legal and binding.

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

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

7.   Authorization.  PHI's and HDT's signatories herein have full
power and authority to enter into this Agreement and to carry out
the transactions contemplated hereby.

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

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

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

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

12.  Other Business Opportunities.  Except as expressly provided
in this Agreement, PHI and HDT shall have the right to
independently engage in and receive full benefits from other
business activities.

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

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


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

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

17.  Entire Agreement.  This Agreement, including any Exhibits
hereto, and any other documents and certificates delivered
pursuant to the terms hereof, set forth the entire agreement and
understanding of the parties hereto in respect to the subject
matter contained herein, and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee
or representative of any party hereto.

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


/s/ Henry D. Fahman____________Date 3/18/02
Henry D. Fahman
Chairman and CEO- Providential Holdings, Incorporated


/s/ Jonathan Nguyen____________Date 3/18/02
Witness: Jonathan Nguyen

/s/ Hanh D. Tran_______________Date 3/18/02
Hanh D. Tran
President - HDT Enterprises, LLC.

/s/ Hai Tran___________________Date 3/18/02
Witness: Hai Tran


<PAGE>
Exhibit 10.28  Memorandum of Agreement and Principle Contract with
               Vietnam's Center of Telecom Technology

MEMORANDUM OF AGREEMENT AND
PRINCIPLE CONTRACT

This Memorandum of Agreement and Principle Contract is made as of
the 23rd day of March, 2002 ("The Effective Date") in Los Angeles,
California, USA, by:

PARTY A:  CENTER OF TELECOM TECHNOLOGY
          Natural Center for Natural Science & Technology

     Address: 789 Le Hong Phong, District 10, Ho Chi Minh City,
Vietnam
     Tel: (84-8) 863-1314, Ext. 36
     Fax. (84-8) 862-5293
     Email: thuanhq@cinet.vnnews.com
     Represented by: Dr. Hoang Quang Thuan, President

PARTY B:  PROVIDENTIAL HOLDINGS, INC.

     Address: 8700 Warner Avenue, Fountain Valley, CA 92708
     Tel.: (714) 849-1577
     Fax. (714) 596-0302
     Email: henry@prvh.com
     Represented by: Henry D. Fahman, Chairman & CEO

The parties have hereby mutually agreed as follows:

1.   Party A and Party B shall from time to time collaborate in
various business ventures that may be mutually beneficial to both
parties.

2.   Party A and Party B shall collaborate, in particular, to form
a joint venture enterprise or strategic alliances with appropriate
Vietnamese entities to provide wireless access for various
organizations and end-users throughout Vietnam.

3.   Party A and Party B shall collaborate, in particular, to
provide advisory and consulting services to various domestic and
foreign companies.

4.   Responsibilities and benefits: Party A and Party B shall
determine the nature and level of responsibilities and benefits
for each project on a case-per-case basis.

5.   Authorization: Signatories of both parties herein have full
power and authority to enter into this Memorandum of Agreement and
Principle Contract and to carry out the transactions contemplated
hereby.

6.   This Memorandum of Agreement and Principle Contract is
executed in 4 copies, 2 in English and 2 in Vietnamese. Each copy
is equally valid and effective from the date of signing.


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


/SS/ Thuan Quang Hoang__________Date 3/23/02
Dr. Thuan Quang Hoang
President -  Center of Telecom Technology

/SS/ Henry D. Fahman___________Date 3/23/02
Henry D. Fahman
Chairman and CEO- Providential Holdings, Incorporated