SECURITIES AND EXCHANGE COMMISSION

















Washington, D.C. 20549





















_____________





















FORM 10-QSB

































































(Mark One)











































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











































For the quarterly period ended
September 30, 2003











































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

(State or Other Jurisdiction of Incorporation or Organization)



13-3121128





















(I.R.S. employer





















Identification
No.)

































































8700 Warner Avenue, Fountain Valley, California    92708





















(Address of Principal Executive Offices)    (Zip Code)











































(714)
596-0244





















Issuer's Telephone Number, Including Area Code























































































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





















NONE

































































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











































YES  (X)     NO  ( )

































































Indicate the number
of shares outstanding of each of the issuer's classes of common stock, as of the
latest practicable date: 90,497,280 SHARES OF COMMON STOCK, $.04 PAR VALUE PER SHARE, WERE OUTSTANDING AS OF
SEPTEMBER 30, 2003 (EXCLUDING 14,805,200 TREASURY SHARES).













































---



CONTENTS





PART I. FINANCIAL INFORMATION





Item 1.   Financial Statements















Item 2.   Management's Discussion and Analysis of Financial
Condition





and Results of Operations



Item 3.    Controls and Procedures







PART II. OTHER INFORMATION







Item 1.   Legal Proceedings







Item 2.   Changes in Securities







Item 3.   Defaults Upon Senior Securities







Item 4.   Submission of Matters to a Vote of Security Holders







Item 5.   Other Information







Item 6.   Exhibits and Reports on Form 8-K





---





Part 1





ITEM 1:   Financial Statements



PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE
SHEET

SEPTEMBER 30, 2003

(UNAUDITED)



|ASSETS                                                                  |  |                   
|----------------------------------------------------------------------- |  | ------------------
|CURRENT ASSETS                                                          |  |                   
|Cash and cash
    equivalents                                           |  | $      
    62,283
|Marketable securities                                                   |  | 2,725,060         
|Accounts receivable                                                     |  | 4,440,000         
|Other
    current assets                                                |  | 99,497            
|Total Current Assets                                                    |  | 7,326,840         
|                                                                        |  |                   
|PROPERTY AND EQUIPMENT, net of
    accumulated depreciation of $171,500 |  | 16,607            
|Total assets                                                            |  | $ 7,343,447       
|                                                                        |  |                   
|                                                                        |  |                   
|                                                                        |  |                   
|LIABILITIES AND SHAREHOLDERS'
    DEFICIT                               |  |                   
|CURRENT LIABILITIES                                                     |  |                   
|Accounts payable and accrued
    expenses                               |  | $ 
    3,968,161  
|Convertible
    promissory notes                                        |  | 935,000           
|Short-term notes payable                                                |  | 1,766,298         
|Current
    portion of notes payable                                    |  | 133,991           
|Due to
    officer                                                      |  | 158,916           
|Due to preferred stockholders                                           |  | 450,000           
|Other current
    liabilities                                           |  | 178,555           
|Total Current Liabilities                                               |  | 7,590,921         
|                                                                        |  |                   
|NOTES PAYABLE                                                           |  | 196,561           
|                                                                        |  |                   
|Total liabilities                                                       |  | 7,787,482         
|                                                                        |  |                   
|CONTINGENCIES                                                           |  | -                 
|                                                                        |  |                   
|STOCKHOLDERS' DEFICIT                                                   |  |                   
|Preferred
    stock (Series I, Class A), $5.00 par value, 10,000,000    |  |                   
|shares authorized, 90,000 shares issued and outstanding                 |  | -                 
|Common stock,
    $.04 par value, 100,000,000 shares authorized         |  |                   
|90,497,280 shares issued and outstanding                                |  | 3,619,891         
|Treasury stock,  14,805,200 shares, $.04 par value common stock         |  | (772,312)         
|Additional paid-in capital                                              |  | 5,509,527         
|Shares to be cancelled                                                  |  | (120,000)         
|Shares to be issued                                                     |  | 67,991            
|Prepaid consulting fees                                                 |  | (388,690)         
|Stock subscription receivable                                           |  | (213,020)         
|Other comprehensive income                                              |  | 1,089,671         
|Accumulated
    deficit                                                 |  | (9,237,093)       
|Total stockholders' deficit                                             |  | (444,035)         
|                                                                        |  |                   
|Total liabilities and stockholders' deficit                             |  | $  7,343,447      
|                                                                        |  |                   

The accompanying notes are an integral part of these
consolidated financial statements.

---

PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF OPERATIONS

For the three month
periods ended September 30, 2003 and 2002

(UNAUDITED)



|                                                                                                                                                                          | Three Months Ended September 30, | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | 
|                                                                                                                                                                          | 2003                             | 
|REVENUES                                                                                                                                                                  |                                  | 
|Consulting and advisory fee income                                                                                                                                        | $ 
    4,440,000                 | 
|Sales                                                                                                                                                                     | -                                | 
|Net revenues                                                                                                                                                              | 4,440,000                        | 
|                                                                                                                                                                          |                                  | 
|COST OF SALES                                                                                                                                                             | -                                | 
|GROSS PROFIT                                                                                                                                                              | 4,440,000                        | 
|                                                                                                                                                                          |                                  | 
|OPERATING EXPENSES                                                                                                                                                        |                                  | 
|Depreciation and amortization                                                                                                                                             | 7,019                            | 
|Salaries and wages                                                                                                                                                        | 52,216                           | 
|Professional services, including non-cash compensation                                                                                                                    | 995,212                          | 
|Directors fees                                                                                                                                                            | 22,500                           | 
|General and administrative                                                                                                                                                | 94,227                           | 
|Total Operating Expenses                                                                                                                                                  | 1,171,174                        | 
|                                                                                                                                                                          |                                  | 
|INCOME (LOSS) FROM OPERATIONS                                                                                                                                             | 3,268,826                        | 
|                                                                                                                                                                          |                                  | 
|OTHER INCOME AND (EXPENSE)                                                                                                                                                |                                  | 
|Interest expense                                                                                                                                                          | (168,272)                        | 
|Interest income                                                                                                                                                           | -                                | 
|Rental income                                                                                                                                                             | 750                              | 
|Gain on legal settlement                                                                                                                                                  | -                                | 
|Gain (loss) on conversion of notes                                                                                                                                        | 77,472                           | 
|Other income (expense)                                                                                                                                                    | 286                              | 
|Total Other Income (Expense)                                                                                                                                              | (89,764)                         | 
|                                                                                                                                                                          |                                  | 
|NET INCOME (LOSS)                                                                                                                                                         | 3,179,062                        | 
|DIVIDEND REQUIREMENT OF
    PREFERRED STOCK                                                                                                                               | (13,500)                         | 
|NET INCOME (LOSS)
    APPLICABLE TO COMMON SHAREHOLDERS                                                                                                                   | 3,165,562                        | 
|OTHER COMPREHENSIVE
    (LOSS)/GAIN                                                                                                                                       |                                  | 
|Unrealized gain (loss) on marketable securities                                                                                                                           | 1,234,680                        | 
|COMPREHENSIVE
    GAIN (LOSS)                                                                                                                                             | $  4,400,242                     | 
|                                                                                                                                                                          |                                  | 
|NET INCOME (LOSS) PER
    SHARE:                                                                                                                                          |                                  | 
|Basic - Net income (loss)                                                                                                                                                 | $          
    0.05             | 
|Diluted - Note income (loss)                                                                                                                                              | $          
    0.05             | 
|                                                                                                                                                                          |                                  | 
|WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING:                                                                                                                        |                                  | 
|Basic                                                                                                                                                                     | 62,602,513                       | 
|Diluted                                                                                                                                                                   | 70,214,403                       | 
|                                                                                                                                                                          |                                  | 
|Weighted average number of shares used to compute basic and
    diluted loss per share for 2002 is the same since the effect of dilutive
    securities is anti-dilutive.

The accompanying notes are an integral part of these
consolidated financial statements.

---

PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

For the
three month periods
ended September 30, 2003 and 2002

(UNAUDITED)



|                                                                | ThreeMonths Ended September 30,
|--------------------------------------------------------------- | -------------------------------
|                                                                | 2003                           
|CASH FLOWS FROM OPERATING ACTIVITIES                            |                                
|Net loss from
    continued operations                          | $  3,179,062                   
|Adjustments
    to reconcile net loss from continued operations |                                
|to net cash used in continued operating activities:             |                                
|Depreciation                                                    | 7,019                          
|Legal settlement                                                | -                              
|Amortization of deferred revenue                                | -                              
|Amortization of prepaid consulting fees                         | 202,500                        
|Receivable for consulting services                              | (4,440,000)                    
|Shares issued for consulting services                           | 842,211                        
|Gain (loss) on settlement of debts                              | (77,742)                       
|Shares issued for distribution agreement                        | 24,388                         
|Shares issued for payment of notes payable                      | 25,000                         
|Shares issued for interest on convertible note                  | 158,296                        
|Shares issued for debt conversion                               | 116,344                        
|Changes in operating assets and liabilities:                    |                                
|(Increase) decrease in other assets                             | (96,196)                       
|Increase (decrease) in accounts payable                         | (16,566)                       
|Increase (decrease) in accrued expenses                         | (78,035)                       
|Increase in other liabilities                                   | -                              
|NET CASH USED IN OPERATING ACTIVITIES                           | (153,449)                      
|                                                                |                                
|CASH FLOWS FROM INVESTING ACTIVITIES                            |                                
|Purchase of marketable securities                               | (125,050)                      
|NET CASH USED IN INVESTING ACTIVITIES                           | (125,050)                      
|                                                                |                                
|CASH FLOWS FROM FINANCING ACTIVITIES                            |                                
|Proceeds from the exercise of stock options                     | 99,631                         
|Borrowings on
    notes payable                                 | 264,322                        
|Payments of
    notes payable                                   | (131,918)                      
|Borrowings from
    officer                                     | 35,700                         
|Payments on
    advances from officer                           | (23,700)                       
|NET CASH PROVIDED BY FINANCING ACTIVITIES                       | 244,035                        
|                                                                |                                
|NET INCREASE (DECREASE) IN CASH
    & CASH EQUIVALENTS          | (34,464)                       
|                                                                |                                
|CASH & CASH
    EQUIVALENTS, beginning of period                | 96,747                         
|CASH & CASH
    EQUIVALENTS, end of period                      | $      62,283                  
|                                                                |                                
|SUPPLEMENTARY DISCLOSURES
    OF CASH FLOW INFORMATION          |                                
|Cash paid
    during the period for:                            |                                
|Interest                                                        | $      42,162                  
|Income taxes                                                    | $              
    -          
|                                                                |                                
|Non-cash
    Financing Activities:                              |                                
|Shares issued for payment of notes                              | $     25,000                   
|Shares issued for debt conversion                               | $   116,344                    
|Shares issued for interest                                      | $   158,296                    
|Shares issued for services                                      | $   842,211                    
|Shares issued for distribution agreement                        | $     24,388                   
|                                                                |                                

The accompanying notes are an integral part of these
consolidated financial statements.

---







































NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES











NATURE OF BUSINESS AND REORGANIZATION BACKGROUND











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











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

















REORGANIZATION











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











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











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











A
wholly owned division of the Company, Provimex was formed on April 10, 2001
under the name "Providential Imex", to focus on trade commerce with Vietnam.
This division changed its name to Provimex on July 5, 2001. The Company believes
that its trade commerce business will grow substantially as a result of the
imminent ratification of the Trade Agreement between Vietnam and the United
States. As the date of this report, the Company has not generated through this
division.











On April 30, 2002,
the Company consummated an agreement to acquire 56.67% equity interest in
SlimTech, Inc., a Nevadacorporation, in exchange for 3,000,000 shares of the Company's restricted common
stock. SlimTech planned to be a distributor of LCD (liquid crystal display)
computer flat screens and other consumer electronics.  Since SlimTech is a
dormant entity with insignificant assets or liabilities, no pro forma
information is presented.  This agreement was rescinded on May 6, 2003. 
The Company has received back the 3,000,000 shares previously issued to SlimTech
and has cancelled them subsequently.











On August 23, 2002,
the Company entered into a purchase agreement with ATC Technology Corporation ("ATC"),
an Arizonacorporation, to purchase all the issued and outstanding shares of ATC.  For
consideration, the Company agreed to deliver $250,000 in promissory notes,
non-interest bearing, payable 270 days after closing, and $250,000 in promissory
notes, non-interest bearing, payable 180 days after closing, 3,000,000 shares of
restricted stock of the Company with an option of additional shares to be issued
after 270 days if the stock price does not reach $0.30, 1,000,000 shares of
restricted stock of the Company with an option of additional shares to be issued
after one year if the stock price does not reach $0.30. The purchase transaction
with ATC has not been consummated as of September 30, 2003.











On November 20, 2002 the Company entered into an agreement to acquire 51% of the
outstanding common stock of Clear Pass, Inc. ("Clear Pass"), a Nevada
corporation, in exchange for $1,500,000 and 3,000,000 shares of restricted stock
of the Company.  Under an agreement with PASS21 Co., Ltd., ("Pass21") a Korean
corporation, Clear Pass had the licensing rights to distribute and market
PASS21's biometric products in the United States, Canada, and Europe.  Besides a
total of $175,500 investment into Clear Pass, the Company issued 3,000,000
shares of restricted common stock of the Company and a promissory note in the
amount of $1,324,500 to Clear Pass.  This agreement was rescinded on May 9,
2003.  The Company has received back the 3,000,000 shares previously issued to
Clear Pass and subsequently cancelled the shares and the promissory note. 
Concurrently, the Company has set up a new wholly-owned subsidiary under the
name of ClearPass, a DBA of PHI, to operate as a systems integrator and provider
of total biometric security and access management solutions. This subsidiary has
no operations to date.











On March 26, 2003, the
Company entered into a Stock Purchase Agreement with Real ID Technology Co,
Ltd., a Korean corporation, ("Real ID") to acquire up to 51% of Real ID's common
stock, in exchange for up to $1 million in cash and the balance in two
short-term promissory notes totaling $4 million. This Stock Purchase Agreement
was amended on April 29, 2003 to allow for the closing of the transaction on May
26, 2003, subject to satisfactory due diligence investigation and review of Real
ID's business, legal matters, and accounting by the Company.  The proposed
Closing was postponed to June 30, 2003 due to additional due diligence
requirements. This transaction was mutually rescinded on August 1, 2003.











In May 2003, the Company formed a new wholly-owned
subsidiary under the name of Providential Capital, a DBA company, to provide
financial products and services for the micro-small cap arenas and manage the
Company's proprietary merger and acquisition activities.  Providential Capital
will focus its attention on the underserved segment of smaller companies in the
U.S. and abroad. Providential Capital has recently advised and managed merger
plan for Nettel Holdings, Inc. and Lexor Holdings, Inc.











On July 7, 2003 a wholly-owned DBA of Providential Holdings, Inc, Touchlink
Communications was formed to provide point-of-sale (POS) terminals and prepaid
calling cards to retailers, convenient stores  and non-profit organizations
across the US. This POS system enables
merchants and participating partners to offer prepaid products without
purchasing or storing any inventory in advance.  As of the date of this report,
Touchlink Communications has not generated any revenues.











MARKETABLE SECURITIES











The Company's marketable securities are
classified as available-for-sale and, as such, are carried at fair value.  All
of the securities are comprised of shares of common stock of the investee. 
Securities classified as available-for-sale may be sold in response to changes
in interest rates, liquidity needs, and for other purposes.











Each investment in marketable securities
represents less than twenty percent (20%) of the outstanding common stock and
stock equivalents of the investee, and each security is nationally quoted on the
National Association of Securities Dealers OTC Bulletin Board ("OTC:BB").  As
such, each investment is accounted for in accordance with the provisions of SFAS
No. 115.











Unrealized holding gains and losses for
marketable securities are excluded from earnings and reported as a separate
component of stockholder's equity. Realized gains and losses for securities
classified as available-for-sale are reported in earnings based upon the
adjusted cost of the specific security sold. On September 30, 2003, the
investments have been recorded at $2,725,060 based upon the fair value of the
marketable securities.



Marketable securities classified as
available for sale consisted of the following as of September 30, 2003:



|Investee Name (Symbol) | Cost at Sept. 30, 2003 | Market Value at
    Sept. 30, 2003 | Accumulated Unrealized Gain (Loss) | Number of Shares Held at Sept. 30, 2003
|---------------------- | ---------------------- | ---------------------------------- | ---------------------------------- | ---------------------------------------
|Jockey Club (JKCL)     | $         
    3,768   | $               
    15            | $         
    (3,753)             | 1,500                                  
|Tri Kal Int'l (TRIKF)  | 141,241                | 15                                 | (141,226)                          | 15,165                                 
|Nettel Holdings (NTTL) | 1,365,330              | 1,125,030                          | (240,300)                          | 2,250,000                              
|Lexor Holdings (LXRH)  | 125,050                | 1,600,000                          | 1,474,950                          | 400,000                                
|                       |                        |                                    |                                    |                                        
|                       | $  1,635,389           | $    2,725,060                     | $      1,089,671                   |                                        
|                       |                        |                                    |                                    |                                        













There were no sales of securities during the
quarter ended September 30, 2003.











INTERIM CONSOLIDATED FINANCIAL STATEMENTS









``

The accompanying Interim Condensed Financial Statements are prepared in accordance with rules set forth in Retaliation SB of the Securities and Exchange Commission.  As said, these statements do not include all disclosures required under generally accepted principles and should be read in conjunction with the audited financial statements for the year ended June 30, 2003.  In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements.  The results of operation for the three months ended September 30, 2003 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2004.

``









ACCOUNTING ESTIMATES











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











PRINCIPLES OF CONSOLIDATION











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











RECLASSIFICATIONS









Certain prior year
items have been reclassified to conform to the current year presentation.

















RECENT
ACCOUNTING PRONOUNCEMENTS











On April
30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 149
amends and clarifies the accounting guidance on (1) derivative instruments
(including certain derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of FASB Statement No. 133 (FAS
133), Accounting for Derivative Instruments and Hedging Activities. FAS
149 also amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively. The adoption of SFAS 149 does
not have a material effect on the earnings or financial position of the Company.











In May
2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity, ("SFAS No. 150").  SFAS No.
150 establishes standards for how an issuer classifies and measurers in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  In accordance with SFAS No.
150, financial instruments that embody obligations for the issuer are required
to be classified as liabilities.  SFAS No. 150 shall be effective for financial
instruments entered into or modified after May 31, 2003, and otherwise shall be
effective at the beginning of the first interim period beginning after June 15,
2003.  The adoption of SFAS 150 does not have a material effect on the earnings
or financial position of the Company.











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.











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











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











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











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











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









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











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











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











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











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











NOTE 3 - LOANS AND PROMISSORY NOTES











CONVERTIBLE PROMISSORY NOTES











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











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











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











During
the year ended June 30, 2002, $225,000 of the notes and accrued interest and
other fees of $183,695, totaling $408,695, were converted to 170,288 shares of
Company's common stock. The market value of the stock issued for the conversion
was calculated and a gain of $383,455 resulted from this note conversion was
recorded as a gain on conversion of notes in the year ended June 30, 2002.











During
the year ended June 30, 2003, $425,000 of the notes and accrued interest and
other fees of $447,494, totaling $872,494, were converted to 363,637 shares of
Company's common stock.  The market value of the stock issued for the conversion
was calculated and a gain of $472,420 resulted from this note conversion was
recorded as a gain on conversion of notes in the year ended June 30, 2003.  In
addition, 8,726,425 shares of the Company's common stock were issued to exercise
the repricing warrants relating to the notes converted.











During the period ended September 30, 2003,
$165,000 of the notes and accrued interest and other fees of $179,112, totaling
$344,112 were converted to 5,141,748 shares of common stock. The market value of
the stock issued for the conversion was calculated and the gain of $77,472
resulted from this note conversion was recorded as other income.  During the
period ended September 30, 2003, an additional 253,114 shares of Company's
common stock were issued to exercise the repricing warrants relating to the
notes converted above.











As of September 30, 2003, total amount due on
these notes amounted to $935,000. These notes have been classified as current
liabilities in the accompanying financial statements.











PROMISSORY NOTES:











As of
September 30, 2003, the Company has notes payable to International Mercantile
Holding amounting $196,111. The notes are due in the year ended June 30, 2006.
The Notes carries an interest rate equal to Labor plus 1%.











As of
September 30, 2003, the Company has notes payable amounting $9,441 against
acquisition of two automobiles. The notes are secured by auto, carry interest
rate of 8.5%. $8,991 of the notes payable is due by September 30, 2004 and $450
is due by September 30, 2005.











The
Company has a note payable to a financial institution amounting $125,000. The
note bears an interest rate of 8% and is past due.











Following
is the maturity schedule of notes payable:











Year ended June 30











2004          $133,991





2005              -





2006          196,561











SHORT
TERM NOTES PAYABLE:











As of
September 30, 2003, the Company has short term notes payable amounting
$1,766,298 plus accrued interest of $507,828 on these notes. The notes are due
to various parties, payable in the year ended June 30, 2004 and bear interest
rate ranging from 6% to 20% per annum.











DUE TO
PREFERRED STOCKHOLDERS AND OTHER CURRENT LIABILITIES:











The
Company has classified $450,000 of preferred stock subscribed as a current
liability payable to holders of preferred stock due to non compliance of
preferred shares subscription agreement.











The
dividend amount payable to holders of preferred stock amounting $178,555 at
September 30, 2003 has been classified as other current liabilities.













NOTE 4 ‐ DUE TO OFFICER











Due to officer,
represents advances made by an officer of the Company, which are non‐interest
bearing, unsecured and due on demand.  As of September 30, 2003, the total
amount due to officer was $158,916.









NOTE 5 - LITIGATION











LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF
SEPTEMBER 30, 2003:











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 $8,000 and has accrued $84,000 in the
accompanying consolidated financial statements.











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











In
September 1997 Providential Securities, Inc. entered into a written Lease
Agreement to lease certain items of equipment from Green Tree Vendor Services,
in return for which Providential Securities, Inc. agreed to pay thirty-six
monthly installments, each in the amount of $1,552.01. On or about September 12,
2000, and subsequently, Providential Securities, Inc. was unable to make the
monthly payments to Claimant due to the lack of revenues following the
interruption and subsequent closure of its securities brokerage operations.
Claimant filed a complaint for money with the Superior Court of the State of
California, County of Orange (Case No. 01CC02613) on February 23, 2001 seeking
$39,102.50 plus interest thereon at the legal rate from September 12, 2000. The
claimant entered a judgment against Providential Securities, Inc., Henry Fahman
and Tina Phan for $48,933. The judgment amount has been accrued in the
accompanying consolidated financial statements.











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











On or
about November 20, 1997, Nara Bank, N.A. and Providential Securities, Inc.
entered into a Written Lease Agreement ("Agreement") wherein Nara Bank, N.A.
agreed to lease certain computer equipment to Providential Securities, Inc.
Thereafter, the Agreement was assigned from Nara Bank, N.A. to Claimant's
Assignor Oak Financial Services. Thereafter, the Agreement was assigned from
Claimant's Assignor to Claimant. Pursuant to the terms of the Agreement,
Providential Securities, Inc. agreed to pay Nara Bank, N.A. the sum of $1,187.40
per month for sixty months. On or about September 15, 2000, and subsequently,
Providential Securities, Inc. was unable to make the monthly payments to
Claimant due to the lack of revenues following the interruption and subsequent
closure of its securities brokerage operations.  (See Note 15) Claimant filed a
complaint for money with the Superior Court of the State of California, County
of Orange (Case No. 01CC07697) on June 14, 2001 seeking $30,873.40 plus interest
thereon at the rate of ten percent (10%) per annum from September 15, 2000. This
case was settled on December 17, 2001. However, since Providential Securities,
Inc. was unable to pay the settlement amount, Claimant entered a judgment for
$79,681 on January 23, 2002. Subsequently, $12,000 was paid by Mr. Fahman. The
unpaid judgment amount of $71,417 has been accrued in the accompanying
consolidated financial statements.











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











Mingman
Hu was a registered representative with Providential Securities, Inc. who served
Claimant's investment account. Claimant filed a complaint with the Los Angeles
County Superior Court, Northeast District on April 27, 2001 (Case No. G0027156)
seeking compensatory damages in the amount of $11,609.11 plus 12% interest and
emotional distress damages in excess of $50,000.00 for Mingman Hu's failure to
honor her written agreement with Claimant. Mingman Hu was an independent
contractor with Providential Securities, Inc. and was responsible for any
alleged claims by Claimant. This case was settled for $13,908, which 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. Henry Fahman is committed to
repaying his personal obligation to Claimant.  This case was settled on June 30,
2003 after proceeds from the sale of the pledged securities were paid to the
Claimant.











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. This case
was settled for $8,500 when the acknowledgment of satisfaction of judgment was
filed on July 2, 2003.











ARBITRATION CASES











During
the fiscal year ended June 30, 2002, the arbitration case brought by Richard
Shaffer against Providential Securities, Inc., was closed.  The total claim
requested by the claimant of $100,000 plus interest was denied.  This amount was
recorded as a gain on legal settlement in the financial statements since this
amount has been accrued in the prior period.











During
the fiscal year ended June 30, 2002, the arbitration case for Tam was never
filed. The prior year's accrued expense of $40,000 was reversed and the amount
was recorded as a gain on legal settlement.











During
the fiscal year ended June 30, 2003, the arbitration case brought by Mohammad
Bagherabadi against Providential Securities, Inc., was closed.  The total claim
requested of $81,849 was reversed and the amount was recorded as a gain on legal
settlement.











PENDING
LITIGATION:











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











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











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











Claimants
filed a complaint with the United States District Court, District of New Jersey
(Case No. 00-4353(JAGF) on September 6, 2000 seeking damages of $500,000.00
against Jersey Transfer & Trust Company and Providential Holdings, Inc. for
refusing to remove the restrictive legends and register a total of 568,332
shares of Rule 144 stock held by Claimants. Providential Holdings, Inc. and
Jersey Transfer & Trust Company ("Defendants") relied on representation by the
former management of JR Consulting, Inc., later changed to Providential
Holdings, Inc., that the captioned shares were not free of all encumbrances and
were issued for invalid consideration. Defendants are seeking a dismissal of the
case and may cross-claim against the appropriate former management of JR
Consulting, Inc. The sought amount of $490,898 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.











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 another
law firm to replace Mark Tow. The other law firm completed the SB-2 Registration
Statement and filed with the SEC on 9/28/2000. Mark Tow sent the Company a
letter in June 2001 seeking a total of $75,000.00 for his allegedly rendered
service. The Company intends to vigorously defend this case.  The Company has
accrued $50,000 relating to this case in Accrued Expenses in the accompanying
consolidated financial statements since the original agreement with Mark Tow was
for a total service fee of $75,000 and the Company has already paid $25,000 as a
retainer to be offset against the total fees.

















NOTE 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.











NOTE 7 - STOCKHOLDER'S EQUITY











COMMON STOCK











During the three month period ended September 30,
2003, the Company issued 19,687,908 shares of common stock for services
amounting $842,211.











During the period ended September 30, 2003, the
Company received $67,991 for 971,300 shares of stock options at $.07 per share
which were exercised.  These shares were not issued through September 30, 2003
and are recorded as Shares to be issued on the accompanying financial
statements.  They were issued in October 2003.











During the period ended September 30, 2003,
253,114 shares of Company's common stock were issued to exercise the repricing
warrants for the notes converted during the period.











During the period ended September 30, 2003,
$165,000 of the notes and accrued interest and other fees of $179,112, totaling
$344,112 were converted to 5,141,748 shares of common stock.  A gain of $77,472
resulted from these note conversions, which is included in other income in the
accompanying financial statements.











During the period ended September 30, 2003,
500,000 shares of the Company's common stock were issued as payment on
short-term notes payable valued at $25,000.  In addition, 200,000 shares were
issued for interest valued at $8,000.











In September 2003, the Company signed a letter of
intent with Xiamen Overseas Chinese Electronic Co., Ltd to enter into a
distribution agreement.  As part of this agreement, 461,391 shares of the
Company's common stock valued at $24,388 were issued.











The Company received $31,640 as payment against
the subscription receivable recorded in the prior year for the exercise of stock
options.











In September 2003, the Company cancelled
3,000,000 shares previously issued to Clear Pass Inc. as the agreements were
terminated during the year ended June 30, 2003.











PREPAID CONSULTING











On April 15, 2002, the Company signed an
agreement an un-related third party for consulting service. The consultant will
consult the Company in identifying, locating and acquiring various business
opportunities for the Company for a period of two years through April 15, 2004.
The Company issued 3,000,000 shares of common stock to the consultant valued at
$1,620,000 based upon market value of the stock at the time of consummation of
the agreement. The Company has recorded the shares issued to the consultant as
prepaid fees.











The Company is amortizing these prepaid
consulting fees over the life of the contract.  During the period ended
September 30, 2003 amortization expense was $202,500.  The balance of the
prepaid consulting fees at September 30, 2003 is $388,690.











NOTE 8 - STOCK-BASED COMPENSATION PLAN











On July 10, 2000 the Company adopted a
Stock Option and Incentive Plan (the "Plan") which provides for the issuance of
up to a maximum of 16 million shares of the Company's common stock to officers,
employees and non-employee directors at the sole discretion of the board of
directors.  On August 10, 2000 the Company granted 14 million options under the
Plan to officers, directors and employees at an exercise price of $.50 per
share. As of the date of this report there have been no options exercised and
seven million of these options have been forfeited. All the remaining options
were exercisable on July 1, 2001 and expire on December 31, 2005











As of September 30, 2003, the Company has
other 2,000,000 other stock options outstanding which were granted during the
three month period ended September 30, 2003.











In December 2002, the FASB issued SFAS No.
148 "Accounting for Stock Based Compensation-Transition and Disclosure".  SFAS
No. 148 amends SFAS No. 123, "Accounting for Stock Based Compensation", to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation.  In
addition, this Statement amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used, on reported results.  The Statement is effective for
the Companies' interim reporting period ending January 31, 2003. In compliance
with FAS No. 148, the Company has elected to continue to follow the intrinsic
value method in accounting for its stock-based employee compensation plan as
defined by APB No. 25 and has made the applicable disclosures below.











Had the Company
determined employee stock-based compensation cost based upon the fair value at
the grant date consistent with Statement of Financial Accounting Standards No.
123 (SFAS No. 123), "Accounting for Stock-Based Compensation," the Company's net
loss and loss per share as of September 30, 2003 would have been as follows ($
in thousands, except per share amounts):











Net income as
reported                                                   $3,165





Stock-based employee
compensation





expense included in
reported net





income, net of
tax                                                                    -











Total stock-based
employee/consultant





compensation expense
determined





under
fair-value-based method for





all rewards, net of
tax (40)

















Net income- pro
forma $3,125











Profit per
share:





Basic, as
reported                                                            0.05





Diluted,
as reported                                                         0.05





Basic,
pro forma                                                               0.05





Diluted,
pro forma                                                            0.05



















NOTE 9 - CONTRACTS AND COMMITMENTS









### 

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. Due to the lack of
funding, the Joint Venture Agreement between HTV CO, Ltd and the Company was
rescinded on May 19, 2003.











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











International Center for Training and Consulting (ICTC) is an organization under
the Ministry of Trade of Vietnam that promotes economics, trade, investment and
training activities between Vietnam and foreign organizations. Providential
Holdings, Inc. and ICTC signed an agreement in March 2001 to cooperate in the
areas of trade, economics, and technology. ICTC is responsible for representing
Providential Holdings in connection with appropriate Vietnamese organizations,
businesses, and individual businessmen and investors in Vietnam. ICTC will also
perform consulting services and provide information on various economic, trade
and investment projects as may be required by Providential.  Fees between the
parties will be negotiated on an as project basis.  As of the date of this
report there have been no projects completed and none are in process.











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.
During the year ended June 30, 2003 the Company generated $61,800 in revenue and
$56,628 of cost of sales from this operation.  There were no sales during the
period ended September 30, 2003.











In
December 2001, Provimex signed a Ky Ha Chu Lai Development and Investment
Company, ("CDI") to supply certain consumer and industrial goods to CDI.  In
March 2003, Provimex signed an amendment to this contract to supply an estimated
annual amount of $70 million of consumer and industrial goods to CDI.  As of the
date of this report, Provimex has not shipped any goods to CDI under this
contract.















AGREEMENT
WITH LEXOR INTERNATIONAL, INC.AND RECORDING OF RECEIVABLE AND REVENUE OF
$4,440,000:











On
October 9, 2001, the Company entered into an agreement to provide merger and
acquisition consulting services to Lexor International, Inc. ("Lexor"), a
Maryland corporation, and to assist Lexor in its business combination plan with
in its business combination plan with Pan-American Automotive Corporation
("Pan-American"), 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's common stock, (after the 7 to 1 reverse split).  Pan-American
changed its name to Lexor International, Inc. and again effectuated a 10:1
reverse split of its common stock on December 19, 2001.  This business
combination plan between Lexor and Pan-American was later rescinded. 
Pan-American changed its name to Grayling Wireless USA, Inc. ("Grayling".)  On
January 16, 2003, Grayling effected a 200:1 reverse split of its common stock. 
As a result the Company currently owns 12,380 shares of Grayling but will not
record any value for the shares until a trading market value has been
established for this stock.











On September 26, 2003, Providential Capital, a
wholly-owned DBA of the Company, entered into a new 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 Western
Silver-Lead Corp, a Florida corporation. On September 29, 2003, Western
Silver-Lead Corp. signed a definitive agreement to acquire 100% of Lexor in
exchange for stock in Western Silver-Plead Corp. This transaction was closed on
September 29, 2003 and Western Silver-Lead Corp's corporate name was changed to
Lexor Holdings, Inc., a Florida corporation. According to the consulting
agreement, Providential Capital was entitled to 1,500,000 shares of common stock
of Lexor Holdings, Inc. (approximately 10% of the issued and outstanding shares) as
compensation for its advisory and consulting services.  The stock was valued at $4,440,000 or $2.90 per
share.  This amount has been included as consulting and advisory income in the
accompanying financial statements.  As the stock was not received as of
September 30, 2003, the related amount is included in accounts receivable.  The
stock was received by the Company on October 31, 2003.













AGREEMENTS WITH NETTEL
GLOBAL COMMUNICATION CORP.









On December 3, 2002,
the Company entered into a Stock Purchase Agreement with Nettel Global
Communication Corp. ("Nettel"), a Delaware corporation, whereby the Company
would acquire 46.5% of the common stock of Nettel in exchange for a total of
$2,500,000 in non-interest bearing notes, $500,000 of which would be due 60 days
after the closing of the transaction and $2,000,000 would be due in 90 days
after closing.  On January 17, 2003, an Amendment to Stock Purchase Agreement
was entered into between Nettel and the Company which called for the $500,000
note to be due on April 15, 2003 and the $2,000,000 note to be due on June 15,
2003.  The Company also agreed to pay Nettel a 2% penalty per month on any
unpaid balances of the notes for a maximum period of 60 days after the
respective maturity dates.  The closing of the transaction occurred and became
effective on January 17, 2003, at which time the Company issued and delivered
these notes to Nettel.  This agreement was rescinded on May 19, 2003.  As of
June 30, 2003, the Company had paid $57,348 to Nettel and has written this
amount off as bad debt expense.











On May 19, 2003, the
Company entered into an agreement to provide merger and acquisition consulting
services to Nettel and to assist Nettel in its business combination plans with a
fully reporting publicly-traded company.  As of June 30, 2003, the Company
received 2,250,000 restricted common shares of Nettel, and recorded consulting
income of $1,365,300 on this transaction.









##### 

JOINT VENTURE WITH MINH HIEU COMPANY

##### 









On January 1,
2002 the Company entered into an agreement with Minh Hieu Joint Stock Company of
Ho Chi Minh City, Vietnam to form "Providential JVC," a joint venture company
under the laws of the Socialist Republic of Vietnam. According to the terms of
the agreement, the Company will contribute $140,000 to the initial required
capital and own 70% of Providential JVC while Minh Hieu Company will contribute
$60,000 for 30% of the joint venture enterprise. Providential JVC's main line of
business includes industrial garments, packaging products and accessories.  To
date, no funds have been contributed towards the joint venture.









STOCK PURCHASE
AGREEMENT WITH ATC TECHNOLOGY CORPORATION











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











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











The initial scheduled
closing date of September 12, 2002 was later re-scheduled to close on October 6,
2003. However, both parties have agreed to reset the final closing date to
October 17, 2003 due to the requirement for additional review of ATC's recent
developments. To date, the agreement has not consummated.











AGREEMENT WITH MEDICAL CAREER COLLEGE AND ATLANTIS
CAREER COLLEGE











In May
2003, Providential Capital ("ProCap") entered into a business consulting agreement
with Medical Career College and Atlantis Career College ("MCC") to provide
Merger and Acquisition advisory services to MCC. According to this agreement,
ProCap will be entitled to 15% equity interest in the combined company when and
only if a merger between MCC and a fully reporting publicly-traded company is
consummated. As of the date of this report, no merger has been completed for MCC.











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 leasers.











NOTE 10 - INVESTMENTS











INVESTMENT IN CLEARPASS











On November 20, 2002
the Company entered into an agreement to acquire 51% of the outstanding common
stock of Clear Pass, Inc. ("Clear Pass"), a Nevada corporation, in exchange for
$1,500,000 and 3,000,000 shares of restricted stock of the Company.  Under an
agreement with PASS21 Co., Ltd., ("Pass21") a Korean corporation, Clear Pass had
the licensing rights to distribute and market PASS21's biometric products in the
United States, Canada, and Europe.  The Company invested $165,500 and $15,000
during the fiscal years ended June 30, 2003 and 2002. On May 9, 2003, the
agreement with Clear Pass was rescinded and accordingly the balance of the
investment of $180,500 was written off as an impairment of asset.











INVESTMENT IN SLIMTECH











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. On May 6, 2003, the agreement was rescinded and the
shares were returned and cancelled, (see Note 1).  As a result, the Company
wrote off its minority interest in the Company of $128,560 and cancelled the
shares of common stock, a gain from disposal of subsidiary in the amount of
$248,560 was recorded in the year ended June 30, 2003.











INVESTMENT IN
PROVIDENTIAL TECHNOLOGY, INC.











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

















NOTE 11 - GOING CONCERN UNCERTAINTY











As of September 30, 2003, the Company had a
negative working capital of $264,081 and a shareholder deficit of $444,035.
Since the main operating subsidiary Providential Securities, Inc. ceased its
securities brokerage operations in October 2000, there has been no significant
revenue stream for the Company until the current quarter. The Company is, is in
default of the terms of convertible notes at September 30, 2003.  These factors,
as well as the uncertain conditions that the Company faces in its day-to-day
operations, create an uncertainty as to the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going concern.











Management has taken action to strengthen the
Company's working capital position and generate sufficient cash to meet its
operating needs through June 30, 2004 and beyond. The Company also anticipates
generating more revenue through its proposed mergers and acquisitions. No
assurances can be made that management will be successful in achieving its
plan.  The president and chairman of the Company has committed to funding the
Company's operations for the next 12 months.

















NOTE 12 - SUBSEQUENT EVENT











In October 2003, the
Company cancelled 3,000,000 shares previously issued to SlimTech, Inc. as the
agreements were rescinded.  The shares were valued at $120,000 and are reflected
as "Shares to be Cancelled" in the accompanying financial statements.











On October 28, 2003, the Company entered into an
agreement with Xiamen Overseas Chinese Electronics Company ("Xoceco") to
establish a new majority-owned subsidiary to distribute consumer electronics
products for Xoceco. The Company will own 95% of the new subsidiary.





According to the agreement, Xoceco will be
granted options to acquire up to 4,300,000 shares of common of the Company with
exercise prices ranging from $0.10 to $.35 per share until December 31, 2005,
subject to a minimum level of annual revenues not less than $5,000,000 and
profit of sales not less than 10%.

---

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

















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











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











OVERVIEW











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















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











REORGANIZATION











On October 28, 1999 PHI
entered into a corporate combination agreement (the "Agreement") with
Providential, whereby PHI acquired all the outstanding shares of Providential in
exchange for 20,000,000 shares of PHI common stock.  The transaction was
consummated on January 14, 2000. In addition, as a covenant under the Agreement,
PHI was required to enter into an agreement to sell all of the shares of Diva
owned by PHI.  PHI's officers and directors resigned
their positions and the shareholders of Providential assumed control of the two
entities (together as "the Company").  Providential's shareholders of record as
of the closing date owned approximately 75% of PHI's common stock.  The
acquisition has been treated as a capital transaction in substance, rather than
a business combination, and was deemed a "reverse acquisition" for accounting
purposes.  Accordingly, Providential was the accounting acquirer and the
historical financial statements prior to January 14, 2000 were those of
Providential.  The operations of PHI have been included with those of
Providential from the acquisition date.











BUSINESS RESTRUCTURING











Since the
discontinuance of its securities brokerage operations in October 2000, the
Company has restructured its primary scope of business to include the following
areas: (1) Technologies, (2) Financial services, (3) International markets, and
(4) Special Situations. Events and developments relating to these areas are
described in more detail elsewhere in this report.





CRITICAL ACCOUNTING
POLICIES











The Company's financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States ("GAAP").  GAAP
requires the use of estimates; assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets,
liabilities, revenue and expense amounts reported. These estimates can also
affect supplemental information contained in the external disclosures of the
Company including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. Valuations based
on estimates are reviewed by us for reasonableness and conservatism on a
consistent basis throughout the Company. Primary areas where financial
information of the Company is subject to the use of estimates, assumptions and
the application of judgment include acquisitions, valuation of long-lived and
intangible assets, and the realizability of deferred tax assets.  We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions.











Valuation of Long-Lived
and Intangible Assets











The recoverability of
long lived assets requires considerable judgment and is evaluated on an annual
basis or more frequently if events or circumstances indicate that the assets may
be impaired.  As it relates to definite life intangible assets, we apply the
impairment rules as required by SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144,
which also requires significant judgment and assumptions related to the expected
future cash flows attributable to the intangible asset.  The impact of modifying
any of these assumptions can have a significant impact on the estimate of fair
value and, thus, the recoverability of the asset.











Income Taxes











We recognize deferred
tax assets and liabilities based on the differences between the financial
statement carrying amounts and the tax bases of assets and liabilities.  We
regularly review our deferred tax assets for recoverability and establish a
valuation allowance based upon historical losses, projected future taxable
income and the expected timing of the reversals of existing temporary
differences.  As of July 31, 2003, we estimated the allowance on net deferred
tax assets to be one hundred percent of the net deferred tax assets.











RESULTS OF OPERATIONS







Quarter ended September
30, 2003 compared to quarter ended September 30, 2002









Revenues











Revenues from consulting and advisory services
were $4,440,000 and $11,309 for the quarter ended September 30, 2003, and 2002,
respectively.  The increase is due primarily in the completion of a merger
agreement the Company facilitated.











Sales were $0 and $31,200 for the quarter ended September 30, 2003, and 2002,
respectively.  Related cost of sales was $0 and 30,000 for the comparable
periods.











General and
Administrative









Total general and
administrative expenses were $94,227 and $39,035 for the quarter ended September
30, 2003 and 2002, respectively. The increase is primarily due to the increased
activity of the Company.  Professional services were $995,212 and $221,856 for
the comparable periods.  Included in this amount is $646,320 for past services
paid with common stock.  During the current quarter the Company paid salaries of
$52,216 with the issuance of common stock and $22,500 in director's fees, also
paid with common stock.











Other Expenses











Interest expense was
$168,272 and $198,556 for the quarter ended September 30, 2003, and 2002,
respectively.  This is primarily due to the conversion of $165,000 of notes
during the quarter.











During the quarter
ended September 30, 2003 the Company recorded a gain of conversion of notes of
$77,472 compared to a loss of $5,206 for the quarter ended September 30, 2002.















Net Income (Loss)











Net income for the quarter ended September 30,
2003 was $3,377,482, compared to a net loss of $379,759 the same period in 2002,
which is equivalent to $0.05 per share versus ($0.01) per share, respectively,
based on the weighted average number of basic and diluted shares outstanding for
the pertinent quarters. The difference is primarily attributed to the recording
of advisory fees in the current quarter.











LIQUIDITY AND CAPITAL RESOURCES











The Company had cash and cash equivalents of
$62,283 and $0 as of September 30, 2003 and 2002, respectively.









The Company's operating activities used $153,449
and $111,962 in the three months ended September 30, 2003 and 2002,
respectively.











Cash used by investing activities was $125,050
and $0 for the three months ended September 30, 2003 and September 30, 2002,
respectively. This was primarily due to the purchase of marketable securities
during the period.











Cash provided by financing activities was
$244,035 and $107,249 for the three months ended September 30, 2003 and 2002,
respectively.  The increase is primarily due proceeds from the exercise of stock
options.











The Company's operations are currently financed
through various loans.  Management has taken action to strengthen the Company's
working capital position and generate sufficient cash to meet its operating
needs. In addition, the Company also anticipates generating more revenue through
its proposed mergers and acquisitions.  No assurances can be made that
management will be successful in achieving its plan or that additional capital
will be available on a timely basis or at acceptable terms.











Item 3.  Effectiveness
of the registrant's disclosure controls and procedures











Within the 90-day
period prior to the filing of this report, the Company carried out an evaluation
of the effectiveness of the Company's disclosure controls

and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act
of 1934) under the supervision and with the participation of the Company's chief
executive officer and chief financial officer.  Based on and as of the date of
such evaluation, the aforementioned officers have concluded that the Company's

disclosure controls

and procedures were
effective.













The
Company also maintains a system of internal accounting controls that is designed
to provide assurance that assets are safeguarded and that transactions are
executed in accordance with management's authorization and properly recorded. 
This system is continually reviewed and is augmented by written policies and
procedures, the careful selection and training of qualified personnel and an
internal audit program to monitor its effectiveness.  During the first quarter
of fiscal year 2003, there were no significant changes to this system of
internal controls or in other factors that could significantly affect those
controls.

---











PART II. OTHER INFORMATION

















Item 1.   LEGAL PROCEEDINGS

















None, except as may be noted elsewhere
in this report.

















Item 2.   CHANGES IN SECURITIES











Not applicable, except as may be noted
elsewhere in this report.













Item 3.   DEFAULTS UPON SENIOR SECURITIES











None, except as may be noted elsewhere
in this report.













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











None, except as may be noted elsewhere
in this report.

















Item 5.   OTHER INFORMATION











Audit Committee











The Company does not have an independent
Audit Committee of its Board of Directors.  The entire Board of Directors
functions as the Company's Audit Committee.  The Sarbanes-Oxley Act of 2002 
("Sarbanes-Oxley Act") and proposed U.S. Securities and Exchange Commission
Rules currently under review to implement the Sarbanes-Oxley Act impose certain
standards on listed companies relative to the maintenance and operations of
Board of Directors Audit Committees, including but not limited to the
requirement that Audit Committees be appointed, that membership of such
committees comprise only independent directors, that a financial professional be
among the membership of such committee and that such committee be afforded an
adequate operating budget and be able to employ independent professional
advisors.  The Sarbanes-Oxley Act also requires that the Audit Committee oversee
the work of a company's outside auditors and that the outside auditors be
responsible to the Audit Committee.  At this time, the Company is not in
compliance with the requirements of the Sarbanes-Oxley Act as they relate to
independent Board of Directors Audit Committees.  The Company believes that
under the Rules of the U.S. Securities and Exchange Commission which implement
these provisions of the Sarbanes-Oxley Act, it is not required to comply with
its requirements relating to the appointment of an independent Audit Committee
of its Board of Directors and conforming with the enumerated standards and
guidelines because the Company is not a "Listed Company" as defined therein. 
Notwithstanding, the Company may ultimately be determined to not be in
compliance therewith and may therefore face penalties and restrictions on its
operations until it comes into full compliance.  Additionally, the Company's
failure to comply with the provisions of the Sarbanes-Oxley Act could preclude
it from being listed on NASDAQ or any other stock exchanges until it can show
that it is in compliance.  The Company intends to form an independent Audit
Committee in the near future.





















Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

















Exhibits 99.1&2 - CERTIFICATION PURSUANT TO 18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002



















SIGNATURES

















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

















Date     November 12, 2003                                                            PROVIDENTIAL HOLDINGS, INC.

















By: /s/
Henry Fahman





Henry Fahman





President and Chairman

















By: /s/ Gene
Bennett





Gene
Bennett





Chief
Financial Officer

---

















Exhibit 99.1



| | 
| | 

---

Exhibit 99.2

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

In connection with the Annual Report of
Providential Holdings, Inc. on Form 10-QSB for the quarter ending September 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Henry Fahman, Chairman and President of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Henry Fahman

Henry Fahman

President and Chairman

November 12, 2003



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

In connection with the Annual Report of
Providential Holdings, Inc. on Form 10-QSB for the quarter ending September 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Gene Bennett, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Gene Bennett

Gene Bennett

Chief Financial
Officer

November 12, 2003