U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                           FORM 10-QSB

(Mark One)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
          period ended March 31, 2000

                                OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 for the transition
          period from _______ to _______.


                  Commission File No. 2-78335-NY


                   PROVIDENTIAL HOLDINGS, INC.
-----------------------------------------------------------------
          (Name of Small Business Issuer in its Charter)


Nevada,  U.S.A.                                        13-3121128
(State or other Jurisdiction                        (IRS Employer
of Incorporation or Organization)             Identification No.)


      8700 Warner Avenue, Fountain Valley, California  92708
             (Address of principal executive offices)

                          (714) 596-0244
                   (Issuer's telephone number)


                               N/A
       (Former name, former address and former fiscal year,
                  if changed since last report)


Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past
12 months (or for such 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 [ ]

As of March 31, 2000:  26,690,629 shares of Common Stock, $0.004
par value, were issued and outstanding.


Transitional Small Business Disclosure Format (check one):

                        YES [ ]    NO [X]


<PAGE>


       TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


Part I.   Financial Information
-------
Item 1.   Financial Statements (unaudited)

Item 2.   Managements Discussion and Analysis or Plan of
          Operation


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

          SIGNATURES

<PAGE>


                              PART I


ITEM 1.  FINANCIAL STATEMENTS


<TABLE>
                              PROVIDENTIAL  HOLDINGS, INC.
                                     BALANCE SHEETS


<S>                                          <C>                 <C>
                                             (unaudited)         (unaudited)
                                             03/31/00            06/30/99
                                             $' 000              $' 000
                                             -----------         -----------
          ASSETS

Current Assets:

     Cash in Bank                                 844                 445
     Accounts Receivable                        1,749                  74
     Inventories Securities                         7                 284
     Investment Accounts                           96                   -
     Marketable Securities                        197                 136
     Prepaid Expenses                               -                  27
     Prepaid Expenses                             343                   -
     Other Assets                                   5                   -
                                             --------            --------
Total Current Assets                            3,241                 966
                                             --------            --------

Fixed Assets:
     Goodwill and Patents                       2,019                   -
                                             --------            --------
Total Fixed Assets                              2,019                   -
                                             --------            --------

Other Assets:
     Interest in Undeveloped Natural
       Resource (See Note 10)                  28,837              28,417
     Other assets                                 238                  63
     Prepaid Acquisition cost                       0                   -
                                             --------            --------
Total Other Assets                             29,075              28,480
                                             --------            --------

TOTAL ASSETS                                   34,335              29,446
                                             ========            ========


          LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
     Cash overdraft                                 -
     Account Payable                              809                  18
     Inv. Short position - Error A/C                6                   -
     Short term loan                              0.2                   -
     Legal service                                  0                   -
     Deposits payable                               0                   -
     Security Deposits from Tenants                19                  19
     Payroll Taxes Payable                       12.3                  14
     Other current liabilities                    813                   -
                                             --------            --------
Total Current Liabilities                       1,660                  51
                                             --------            --------

Other liabilities:
     Due to officer                                 -                  22
     Debt payable after 12 months                 534                   -
     Long term loan                             1,350                   -
     Accrued expense                              956                 281
     Automobile loan                               57                   -
Commitments and Contingent Liabilities
  Secured Loan Payable                          1,458               1,466
                                             --------            --------
Total other liabilities                         4,355               1,769
                                             --------            --------

TOTAL LIABILITIES                               6,015               1,820
                                             ========            ========

STOCKHOLDER'S EQUITY
     Series A convertible Preferred Stock         100
     Series C convertible Preferred Stock           -
     Common stock $.004 par value,
      100,000,000 authorized 26,690,629 shs
      issued and outstanding.                      20                  20
     Preferred Stock $5 par value,
      10 million shs authorized 103,000 shs
      issued and outstanding                      515
     Preferred stock of subsidiary, par 0.001
     Additional Paid In Capital                28,111              27,313
     Retained Earnings                            179                 458
     Net Income (Loss)                           (605)               (165)
                                             --------            --------

     TOTAL STOCKHOLDERS' EQUITY                28,320              27,626
                                             --------            --------

TOTAL LIABILITIES AND STOCKHOLDERS'S EQUITY    34,335              29,446
                                             ========            ========

</TABLE>
<PAGE>

<TABLE>
                               PROVIDENTIAL HOLDINGS, INC.
                                   STATEMENT OF INCOME


<S>                           <C>            <C>            <C>            <C>
                                   3 Months Ended                9 Months Ended
                              (unaudited)    (unaudited)    (unaudited)    (unaudited)
                               3/31/2000      03/31/99       3/31/2000      03/31/99
                                 $' 000        $' 000          $' 000        $' 000
                              ----------     ----------     ----------     ----------
Revenue:

     Total Revenue                2641           1,565          5,573          3,883
                              --------       ---------      ---------      ---------

Expenses:
     Total expenses               3580           1,682          6,440          3,962
                              --------       ---------      ---------      ---------

(Loss) from Operations            (939)           (117)          (867)           (79)
                              --------       ---------      ---------      ---------

Other Income:
     Interest expenses              35               -             35             26
     Other loss (income)          (477)              -           (476)            74
                              --------       ---------      ---------      ---------
     Net Income (loss)
       before Taxes               (497)           (117)          (426)            21
     (Provision) Benefit for
       Taxes on Income
     Income Tax                   (179)                          (178)            (2)
                              --------       ---------      ---------      ---------

     Net Income (loss)            (676)           (117)          (604)            21
                              ========       =========      =========      =========


Weighted average number of
common shares outstanding   26,690,629      13,373,257     26,690,629     13,373,257
                            ==========      ==========     ==========     ==========

Net loss per share of
common stock                     (0.02)          (0.02)         (0.02)         0.002
                              ========       =========      =========      =========


</TABLE>
<PAGE>

<TABLE>

                               PROVIDENTIAL HOLDINGS, INC.
                                 STATEMENT OF CASH FLOWS


<S>                                          <C>                 <C>
                                             (unaudited)         (unaudited)
                                             9 Months ended 2000 9 Months ended 1999
                                             $ ' 000             $ ' 000
                                             -----------------   -----------------
OPERATING ACTIVITIES:
     Net income (Loss)                            (604)                 21
     Depreciation & amortization                   121                  48
     Profit on sales fo assets                      10                   0
     Decrease (increase) in inventories            277                  (2)
     Change in other net Operating assets         (515)                  8
                                             ---------           ---------
Net cash provided by (used in)
operating activities                              (711)                 75
                                             ---------           ---------

Investing activities - capital expenditures       (726)               (373)
     Goodwill on acquisition                    (2,046)                  0
                                             ---------           ---------
Net cash provided by (used in)
investing activities                            (2,772)               (373)
                                             ---------           ---------

Financing activities proceeds from loans to be   2,592                 223
     Capital infusion                            1,290                 330
                                             ---------           ---------
Net cash provided by financing activities        3,882                 553
                                             ---------           ---------

Increase in cash                                   399                 255
Cash at July 1                                     445                  86
                                             ---------           ---------
Cash at March 31                                   844                 341
                                             =========           =========

                                                     0                   0

</TABLE>

<PAGE>


                  Providential Holdings, Inc.

     Notes to Consolidated Financial Statements (Unaudited)


NOTE-1: DISCLOSURES

The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB.  Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included,
and such adjustments are of a normal recurring nature.  Results
for interim periods should not be considered indicative of
results for any other interim period or for future years.


NOTE-2: SIGNIFICANT ACCOUNTING POLICIES & PRINCIPLES OF
        CONSOLIDATION:

  J R Consulting, Inc. ("JRCI"), a holding company, was
incorporated in the State of Nevada on June 8, 1982. The company
is the majority stockholder of Diva Entertainment, Inc., a
Delaware corporation formerly known as Quasar Projects Company
("Diva-Delaware"). Diva is in the business of providing
management services to models and talents in the entertainment
industry, primarily in California and New York. Effective January
14, 2000, the Boards of Directors and shareholders of JR
Consulting, Inc. and Providential Securities, Inc.
("Providential") approved a Corporate Combination Agreement (the
"Agreement") between the two companies, which, after waiver of
pre-conditions, has been concluded.  Pursuant to the Agreement,
the name of JRCI has been changed to Providential Securities,
Inc., and subsequently, on February 14, 2000, to Providential
Holdings, Inc., with a trading symbol change to "PRVH".
Effective January 14, 2000, the Company declared a one-for-two
reverse stock split of its common stock, resulting in
approximately 26,690,629 total issued and outstanding shares of
the Company.

     Providential Holdings, Inc. through its subsidiary
Providential Securities, Inc. offers a wide spectrum of
securities investment products and services to individual and
institutional investors. Providential buys and sells securities
for its customers through a number of different markets and
provides real-time online investing and trading for both Level I
and Level II through its website at www.providentialonline.com.
Providential is a member of the National Association of
Securities Dealers (NASD), Securities Investor Protection
Corporation (SIPC) and Municipal Rule-Making Board (MSRB).

PRINCIPLES OF CONSOLIDATION

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

IMPAIRMENT OF LONG-LIVED ASSETS

     Equipment is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may
not be recoverable.  If the sum of the expected undiscounted cash
flows is less than the carrying value of the related asset or
group of assets, a loss is recognized for the difference between
the fair value and carrying value of the asset or group assets.

FOREIGN CURRENCY TRANSLATION

     The Company had owned a foreign subsidiary that had operated
in the United Kingdom. The subsidiary's functional currency was
the British pound.  The consolidated financial statements of the
foreign subsidiary had been translated using the current rate
method in accordance with the Statement of Financial Accounting
Standards No. 52, Foreign Currency Translation ("SFAS No. 52").

PROPERTY AND EQUIPMENT

     Property and equipment is stated at cost. Maintenance and
repair costs are charged to expense as incurred; costs of major
additions and betterments are capitalized.  When property and
equipment is sold or otherwise disposed of, the cost and related
accumulated depreciation are eliminated from the accounts and any
resulting gain or loss is reflected in income.

DEPRECIATION AND AMORTIZATION

     The cost of property and equipment is depreciated over the
estimated useful lives of the related assets.  The cost of
leasehold improvements is amortized over the life of the lease or
the estimated useful life of the improvements, whichever is less.
Depreciation and amortization of property and equipment are
computed on the straight-line and accelerated methods.

NET EARNINGS PER SHARE

     The Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, Earnings per Share ("SFAS No.
128").  SFAS No. 128 eliminates the presentation of primary and
fully diluted earnings per share ("EPS") and requires
presentation of basic and diluted EPS.  Basic EPS is computed by
dividing income (loss) available to common stockholders by the
weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of
shares of common stock outstanding for the period and common
stock equivalents outstanding at the end of the period.  Common
stock equivalents have been excluded from the calculation of
weighted-average shares for purposes of calculating diluted
earnings per share for 1999 and 1998, as such inclusion is anti-
dilutive.

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

     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
period.  Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

     In October 1995, the FASB issued SFAS No. 123, "Accounting
for Stock-Based Compensation".  SFAS No. 123 prescribes
accounting and reporting standards for all stock-based
compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be
recorded (i) using the new fair value method or (ii) using the
existing accounting rules prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25") and related interpretations with pro forma disclosure
of what net income and earnings per share would have been had the
Company adopted the new fair value method.  The Company adopted
this standard in fiscal 1999 and the implementation of this
standard did not have any impact on its financial statements.

ADVERTISING COSTS

     Advertising costs are expensed as incurred.

INCOME TAXES

     Deferred income tax assets and liabilities are computed
annually for differences between the consolidated financial
statement and tax basis of assets and liabilities that will
result in taxable or deductible amounts in the future based on
enacted laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

RECLASSIFICATIONS

     Certain accounts in the prior year consolidated financial
statements have been reclassified for comparative purposes to
conform with the presentation in the current year consolidated
financial statements.  These reclassifications have no effect on
the previously reported income.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments, requires
that the Company disclose estimated fair values of financial
instruments.  The carrying amounts reported in the statement of
financial position for current assets and current liabilities
qualifying as financial instruments are a reasonable estimate of
fair value.

COMPREHENSIVE INCOME

     Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income ("SFAS No. 130"), establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances.  Comprehensive income is
defined to include all changes in equity, except those resulting
from investments by owners and distributions to owners.  Among
other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements.

     The Company adopted this standard in fiscal 1999 and the
implementation of this standard did not have a material impact on
its financial statements.

REPORTING OF SEGMENTS

     Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related
Information ("SFAS No. 131"), which supersedes Statement of
Financial Accounting Standards No. 14, Financial Reporting for
Segments of a Business Enterprise, establishes standards for the
way that public enterprises report information about operating
segments in annual financial statements and requires reporting of
selected information about operating segments in interim
financial statements regarding products and services, geographic
areas and major customers.  SFAS No. 131 defines operating
segments as components of an enterprise about which separate
financial information is available that is evaluated regularly by
the chief operating decision maker in deciding how to allocate
resources and in assessing performance.

PENSION AND OTHER BENEFITS

     In February 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 132,
Employers' Disclosures about Pensions and Other Post-retirement
Benefits ("SFAS No. 132"), which standardizes the disclosure
requirements for pensions and other post-retirement benefits.
The Company adopted this standard in fiscal 1999 and the
implementation of this standard did not have any impact on its
financial statements.

ACCOUNTING DEVELOPMENTS

     In March 1998, the Accounting Standards Executive Committee
of the American Institute of Certified Public Accountants ("ASEC
of AICPA") issued Statement of Position ("SOP") No. 98-1,
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use", effective for fiscal years beginning
after December 15, 1998.  SOP No. 98-1 requires that certain
costs of computer software developed or obtained for internal use
be continued capitalized and amortized over the useful life of
the related software.  The Company does not expect that the
adoption of this standard will have a material impact on its
financial statements.

     In April 1998, the ASEC of AICPA issued SOP No. 98-5,
"Reporting on the Costs of Start-up Activities", and effective
for fiscal years beginning after December 15, 1998. SOP 98-5
requires the costs of start-up activities and organization costs
to be expensed as incurred.  The Company does not expect that the
adoption of this standard will have a material impact on its
financial statements.

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

LONG TERM LOANS:

     The Company has entered into a contract for the sale of up
to $4,000,000 in total face value convertible promissory notes in
order to raise capital for the Company's operations and
acquisition of certain corporate opportunities, $1,350,000 of
which has been accepted as of March 27, 2000.

     The Placement Agent for these notes is Sovereign Capital
Advisors, LLC, which is entitled to a 10% finder's fee, a 3% non-
accountable expense allowance and the right to acquire warrants
to purchase common stock of the Company at the rate of 5,000
warrants for each $100,000 of notes placed.  The exercise price
on these warrants will be 110% of the market price of the
Company's common stock on the date on which a note or series of
notes is placed.

     The convertible notes will 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 120% if redeemed after 181 days.  After this 181-day period,
the notes may be converted into stock, at the election of either
the Company or the investors, and if converted at the direction
of the investors, the redemption amount would apply.  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.


NOTE-3: INCOME TAX

     No income taxes were paid during the three months ended
December 31, 1999.



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


Background

     Providential Securities, Inc., a wholly-owned subsidiary
("the subsidiary" of the Company, is a registered securities
broker-dealer and investment adviser.  This subsidiary offers a
wide spectrum of securities investment products and services to
individual and institutional investors.  Providential Securities,
Inc. buys and sells securities for its customers through a number
of different markets and provides real-time online investing and
trading for both Level I and Level II through its website at
http://www.proetrade.com and http://www.providentialonline.com.
The Company has instituted a day-trading department which enables
it to cater to its clientele that are more active in the
day-trading activity and also introduced its proprietary ProTimer
market timing service through its website at www.eprotimer.com.

     In January 2000, the Company (which was formerly known as JR
Consulting, Inc.) consummated a corporate combination with
Providential Securities, Inc., a California corporation
("Providential"), pursuant to which the Company acquired all of
the issued and outstanding shares of Providential in exchange for
40,000,000 shares of the Company.  Thus, Providential became a
wholly owned subsidiary of the Company and the Company changed
its name to Providential Holdings, Inc.  In connection with this
transaction, the Company also effected a one-for-two reverse
stock split.  In addition, as part of this transaction, the
parties agreed that the Company would sell for fair market value
all of the issued and outstanding shares and the option to
purchase additional shares of Diva Entertainment, Inc., the
Company's subsidiary which owns and operates two modeling
agencies.  The consummation of the sale of the Diva securities
has not occurred but is expected to occur within the next 45
days.

     Thus, the Company currently, through its wholly-owned
subsidiary, operates a registered broker-dealer and has agreed to
sell its subsidiaries which own and operate modeling agencies.
However, the financial statements presented herein include the
modeling agencies and are, consequently, not indicative of the
Company's future operations.

     The revenues for Providential Holdings, Inc.(the "Company")
increased by $ 1,076,177 from $ 1,565,235 for the fiscal quarter
ended March 31, 1999 (which only reflected the accounts of
Providential Securities, Inc.) to $2,641,412 for the quarter
ended March 31, 2000 (which included the accounts of Providential
Holdings, Inc., Providential Securities, Inc. and Diva
Entertainment, Inc.).  This is an increase of  68.75 %.  Also,
the revenue increased by 39.90 % from $ 3,983,299 for the nine
months ended March 31, 1999, to $5,572,676 for the nine months
ended March 31, 2000 due to better marketing efforts.

     The SG&A expenses of the Company increased by 112.7 % from
$1,682,533 for the quarter ended March 31, 1999 to $3,580,184 for
the quarter ended March 31, 2000. Major portions of the increase
can be attributable to the rise in marketing costs associated
with the introduction of  new products and services, the
placement costs for the convertible promissory notes and the
addition of employees. Also, the SG&A expenses increased by
62.54% for the nine months ended March 31, 2000 compared with the
corresponding period in the previous year ($3,962,148 compared
with $6,440,216).

     Therefore the net loss for the fiscal quarter ended March
31, 2000 is ($676,146) or ($0.025) per share compared with
($117,298) for the corresponding period in 1999. For the fiscal
nine months ended March 31, 2000 the Company had a net loss of
($604,914) or equivalent to ($0.23) per share compared with a net
profit of $ 21,151 for the corresponding period in the previous
year.



                   PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     In the ordinary conduct of its business, Providential
Securities, Inc. (PSIC), a wholly-owned subsidiary of the
Company, has been, and continues to be, named as a defendant in
complaints and arbitration proceedings, including claims
involving various customers that allege damages arising as a
result of its brokerage transactions.  Some of these claims have
been dismissed and others have been settled for damages that had
a less than material impact on the financial statements.  Other
pending cases involve amounts that would have a material impact
on the financial statements; however, management believes these
claims have no merit and intends to vigorously defend them.  PSIC
has also undergone a routine examination by the NASD during the
year ended December 31, 1999.  Management expects the NASD to
assess monetary fines as a result of their examination; however,
it cannot yet be determined if the assessments will have a
material impact on the financial statements.


ITEM 2.  CHANGES IN SECURITIES

     The Company has entered into a contract for the sale of up
to $4,000,000 in total face value convertible promissory notes in
order to raise capital for the Company's operations and
acquisition of certain corporate opportunities, $1,350,000 of
which has been accepted as of March 27, 2000.

     The Placement Agent for these notes is Sovereign Capital
Advisors, LLC, which is entitled to a 10% finder's fee, a 3% non-
accountable expense allowance and the right to acquire warrants
to purchase common stock of the Company at the rate of 5,000
warrants for each $100,000 of notes placed.  The exercise price
on these warrants will be 110% of the market price of the
Company's common stock on the date on which a note or series of
notes is placed.

     The convertible notes will 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 120% if redeemed after 181 days.  After this 181-day period,
the notes may be converted into stock, at the election of either
the Company or the investors, and if converted at the direction
of the investors, the redemption amount would apply.  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 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 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 subscriptions for these convertible notes, the
Company has agreed to file a registration statement with respect
to the Company's common stock issuable upon conversion of the
notes and any exercise of the warrants, with the initial filing
to occur within 60 days of the first closing.  A 2% per month
penalty will accrue if the Registration Statement is not declared
effective on or prior to the 181st day following closing.

     The Company is in the process of preparing the Registration
Statement with respect to the Company's common stock issuable
upon the conversion of the notes and any exercise of the
warrants.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE


ITEM 5.  OTHER INFORMATION

     NONE


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     On February 22, 2000, the Company filed a Current Report on
Form 8-K regarding a change in control and the acquisition of
Providential Securities, Inc. as a wholly-owned subsidiary.

     On April 13, 2000, the Company filed a Current Report on
Form 8-K regarding the execution of a contract for the sale of up
to $4,000,000 in total face value convertible promissory notes
and the acceptance of $1,350,000 as of March 27, 2000.

     On April 20, 2000, the Company filed an Amended Current
Report regarding the financial statements, as required by the
Securities Exchange Act of 1934, in connection with the
conclusion of a Corporate Combination Agreement between the
Company (formerly known as JR Consulting, Inc.) and Providential
Securities, Inc.



                            SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                   PROVIDENTIAL HOLDINGS, INC.


Date: May 22, 2000                    /s/ Henry Fahman
                                      Henry Fahman,
                                      President and Chairman


Date: May 22, 2000                    /s/ Tina Phan
                                      Tina Phan,
                                      Secretary and Director