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, 2006



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                                                         | 90-0114535                          
|(State or Other Jurisdiction of
Incorporation or Organization) | (I.R.S. Employer Identification No.)





17011 Beach Blvd., Suite 1230, Huntington Beach, California 92647

(Address of Principal Executive Offices)    (Zip Code)





(714) 843-5450

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:  163,912,375 SHARES OF COMMON STOCK, $.04 PAR VALUE PER SHARE, WERE OUTSTANDING AS OF NOVEMBER 16, 2006.



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TABLE OF CONTENTS



| |  | 
| |  | 



|        |                                                                                                                                                                                                                                                                                          
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I  |                                                                                                                                                                                                                                                                                          
|ITEM 1. | FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                     
|        | Balance Sheet - September 30, 2006 (unaudited)
Statements of Operations (unaudited) - Three Months Ended September 30, 2006 and 2005
Statements of Cash Flows (unaudited) - Three Months Ended September 30, 2006 and 2005
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION                                                                                                                                                                                                    
|ITEM 3. | CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                          
|PART II |                                                                                                                                                                                                                                                                                          
|ITEM 1. | LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                        
|ITEM 2. | CHANGE 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                                                                                                                                                                                                                                                                               



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PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2006

(UNAUDITED)





| |  |  | 
| |  |  | 
| |  |  | 

| |        | 
| | ------ | 
| | ASSETS | 

|               
|---------------
|Current assets:

| |                                       |           
| | ------------------------------------- | ----------
| | Cash and cash equivalents             | $   81,523
| | Accounts receivable                   | 1,802     
| | Marketable securities                 | 2,913,980 
| | Loans receivable from related parties | 146,265   
| | Other current assets                  | 15,000    

| |  |                      |          
| |  | -------------------- | ---------
| |  | Total current assets | 3,158,569
| |  |                      |          

|                                                                    |      
|------------------------------------------------------------------- | -----
|Property and equipment, net of accumulated depreciation of $195,714 | 3,131

| |  |              |           
| |  | ------------ | ----------
| |  |              |           
| |  | Total assets | $3,158,569
| |  |              |           

| |                                       | 
| | ------------------------------------- | 
| | LIABILITIES AND STOCKHOLDERS' DEFICIT | 

|                    
|--------------------
|Current liabilities:

| |                                       |           
| | ------------------------------------- | ----------
| | Accounts payable and accrued expenses | $2,213,686
| | Short-term notes payable              | 1,345,666 
| | Due to officer                        | 245,173   
| | Due to preferred stockholders         | 215,000   
| | Other current liabilities             | 89,691    

| |  |                           |          
| |  | ------------------------- | ---------
| |  | Total current liabilities | 4,118,216
| |  |                           |          

|                     
|---------------------
|Stockholders'deficit:

| |                                                                        
| | -----------------------------------------------------------------------
| | Preferred stock (Series I, class A), $5.00 par value, 10,000,000 shares

| |  |                                                           |  
| |  | --------------------------------------------------------- | -
| |  | authorized; 90,000 shares issued and outstanding (Note 3) | -

| |                                                             
| | ------------------------------------------------------------
| | Common stock, $.04 par value; 300,000,000 shares authorized;

| |  |                                    |          
| |  | ---------------------------------- | ---------
| |  | 163,739,961 issued and outstanding | 6,549,598

| |                                                                |             
| | -------------------------------------------------------------- | ------------
| | Treasury stock, 2,304,940 shares, $0.04 par value common stock | (92,845)    
| | Additional paid-in-capital                                     | 13,096,997  
| | Subscriptions receivable                                       | (337,500)   
| | Prepaid consulting                                             | (29,667)    
| | Other comprehensive income                                     | (2,700,704) 
| | Accumulated deficit                                            | (17,442,395)

| |  |                                             |           
| |  | ------------------------------------------- | ----------
| |  | Total stockholders' deficit                 | (956,517) 
| |  | Total liabilities and stockholders' deficit | $3,161,700



The accompanying notes form an integral part of these unaudited consolidated financial statements



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PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



| |  |  |  |  |  | 
| |  |  |  |  |  | 
| |  |  |  |  |  | 

| |  |  |  |                                                
| |  |  |  | -----------------------------------------------
| |  |  |  | For the Three Month Periods
Ended September 30,

| |  |  |  |      |  |     
| |  |  |  | ---- |  | ----
| |  |  |  | 2006 |  | 2005

|        
|--------
|Revenues

| |                                    |           |  |          
| | ---------------------------------- | --------- |  | ---------
| | Consulting and advisory fee income | $  37,000 |  | $  32,853
| | Sales                              | -         |  | 7,952    
| | Net revenues                       | 37,000    |  | 40,805   

|                  |  |  |  | 
|----------------- |  |  |  | 
|Operatingexpenses |  |  | 

| |                                                        |         |  |        
| | ------------------------------------------------------ | ------- |  | -------
| | Depreciation and amortization                          | 841     |  | 760    
| | Salaries and wages                                     | 72,212  |  | 52,874 
| | Professional services, including non-cash compensation | 166,060 |  | 111,376
| | Director fees                                          | -       |  | 40,000 
| | Impairment of assets                                   | 20,000  |  | -      
| | Bad debt expense                                       | 10,000  |  | 105,346
| | General and administrative                             | 69,376  |  | 62,852 

| |  |                          |         |  |        
| |  | ------------------------ | ------- |  | -------
| |  | Total operating expenses | 338,489 |  | 373,208

|                            |           |  |          
|--------------------------- | --------- |  | ---------
|Loss from operations        | (301,489) |  | (332,393)
|Other income and (expenses) |           |  |          

| |                                       |          |  |         
| | ------------------------------------- | -------- |  | --------
| | Interest expense                      | (91,166) |  | (90,151)
| | Gain on sale of marketable securities | 381,839  |  | 27,692  
| | Investment deposit forfeited          | (42,500) |  | -       
| | Fair market value of warrants issued  | (4,902)  |  | -       
| | Other income                          | 32       |  | 239     
| | Net other income (expenses)           | 243,302  |  | (62,231)

|                                 |          |  |          
|-------------------------------- | -------- |  | ---------
|Net loss                         | (58,187) |  | (394,624)
|Other comprehensive gain/(loss): |          |  |          

| |                                                 |             |  |          
| | ----------------------------------------------- | ----------- |  | ---------
| | Reclassification                                | (2,491,483) |  | (27,692) 
| | Unrealized gain (loss) on marketable securities | (209,221)   |  | 2,491,483

|                                              |                |  |             
|--------------------------------------------- | -------------- |  | ------------
|Comprehensive gain/(loss)                     | $ (2,758,891)  |  | $ 2,069,168 
|                                              |                |  |             
|                                              |                |  |             
|Net loss per share - basic and diluted:       | $       (0.00) |  | $     (0.00)
|                                              |                |  |             
|Weighted average number of shares outstanding |                |  |             
|Basic and Diluted                             | 163,014,155    |  | 153,853,531 











The accompanying notes form an integral part of these unaudited consolidated financial statements



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PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 



| |  |  |  |  |  | 
| |  |  |  |  |  | 
| |  |  |  |  |  | 

| |  |  |  |                                                
| |  |  |  | -----------------------------------------------
| |  |  |  | For the three month Periods Ended September 30,

| |  |  |  |      |  |     
| |  |  |  | ---- |  | ----
| |  |  |  | 2006 |  | 2005

|                                     
|-------------------------------------
|Cash flows from operating activities:

| |                                     |           |  |           
| | ----------------------------------- | --------- |  | ----------
| | Net loss from continuing operations | $(58,187) |  | $(394,624)

| |                                                                            
| | ---------------------------------------------------------------------------
| | Adjustments to reconcile net loss to net cash used in operating activities:

| |                                         |           |  |         
| | --------------------------------------- | --------- |  | --------
| | Depreciation                            | 841       |  | 760     
| | Amortization of prepaid consulting fees | 13,000    |  | 12,167  
| | Gain on marketable securities           | (381,839) |  | (27,692)
| | Shares issued for consulting services   | -         |  | 133,307 
| | Shares issued for director fees         | -         |  | 40,000  
| | Fair market value of treasury shares    | 7,096     |  | -       
| | Fair market value of warrants granted   | 4,902     |  | -       
| | Impairment of assets                    | 20,000    |  | -       
| | Bad debt expense                        | 10,000    |  | 105,346 

| |                                             
| | --------------------------------------------
| | Changes in operating assets and liabilities:

| |  |                                                          |          |  |         
| |  | -------------------------------------------------------- | -------- |  | --------
| |  | (Increase) decrease in other assets and prepaid expenses | (12,137) |  | (36,285)
| |  | Increase (decrease) in accounts payable                  | 25,528   |  | (18,787)
| |  | Increase in accrued expenses                             | 204,626  |  | 25,949  
| |  | Increase in other liabilities                            | -        |  | 35,000  

| |                                       |           |  |          
| | ------------------------------------- | --------- |  | ---------
| | Net cash used in operating activities | (176,169) |  | (124,859)

|                                     
|-------------------------------------
|Cash flows from investing activities:

| |                                                     |         |  |        
| | --------------------------------------------------- | ------- |  | -------
| | Purchase of fixed assets                            | -       |  | (1,378)
| | Purchase of marketable securities                   | -       |  | (557)  
| | Proceeds from sale of marketable securities         | 387,839 |  | 195,692
| | Net cash provided by (used in) investing activities | 387,839 |  | 193,757

|                                     
|-------------------------------------
|Cash flows from financing activities:

| |                                       |           |  |         
| | ------------------------------------- | --------- |  | --------
| | Borrowings on notes payable           | -         |  | 10,000  
| | Payments on notes payable             | (88,438)  |  | (32,000)
| | Borrowings from officer               | 3,600     |  | 5,000   
| | Payments on advances from officer     | (31,218)  |  | (47,418)
| | Net cash used in financing activities | (132,549) |  | (64,418)

|                                               |         |  |       
|---------------------------------------------- | ------- |  | ------
|Net increase in cash and cash equivalents      | 79,120  |  | 4,480 
|Cash and cash equivalents, beginning of period | 2,403   |  | 1,881 
|Cash and cash equivalents, end of period       | $81,523 |  | $6,361



| |  |  |  |  | 
| |  |  |  |  | 
| |  |  |  |  | 
| |  |  |  |  | 

| |  |  |                                         
| |  |  | ----------------------------------------
| |  |  | For the Three Months
Ended September 30,

| |  |  |      |  |     
| |  |  | ---- |  | ----
| |  |  | 2006 |  | 2005

|                                                   
|---------------------------------------------------
|SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

| |                                 
| | --------------------------------
| | Cash paid during the period for:

| |  |          |         |  |        
| |  | -------- | ------- |  | -------
| |  | Interest | $40,200 |  | $51,257
| |  | Taxes    | $-      |  | $904   
| |  |          |         |  |        

| |                                             
| | --------------------------------------------
| | Non-cash investing and financing activities:

| |  |                                          |    |  |   
| |  | ---------------------------------------- | -- |  | --
| |  | Shares issued for payment of notes       | $- |  | $-
| |  | Shares issued for interest and penalties | $- |  | $-





The accompanying notes form an integral part of these unaudited consolidated financial statements



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PROVIDENTIAL HOLDINGS, INC., AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS







NOTE 1 - NATURE OF BUSINESS



Providential Holdings, Inc., ("PHI") is engaged in a number of business activities, the most important of which is merger and acquisition advisory services. The Company acquires and consolidates special opportunities in selective industries to create additional value, acts as an incubator for emerging companies and technologies, and provides financial consultancy and M&A advisory services to U.S. and foreign companies.



INTERIM CONSOLIDATED FINANCIAL STATEMENTS



The accompanying Interim Condensed Consolidated 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, 2006.  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, 2006 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2007.



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.



MARKETABLE SECURITIES



The Company's securities are classified as available-for-sale and, as such, are carried at fair value. 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 available-for-sale 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, 2006, the marketable securities have been recorded at $2,913,980 based upon the fair value of the marketable securities. (Note 3)



PRINCIPLES OF CONSOLIDATION



The consolidated financial statements include the accounts of Providential Holdings, Inc., and its subsidiaries, Providential Capital, Inc., Providential Securities, Inc., PHI Digital Inc., (PHI Digital), Provimex, Inc., and Touchlink Communications, Inc., collectively referred to as the "Company".  All significant inter-company transactions have been eliminated in consolidation.  Providential Securities, PHI Digital, Provimex and Touchlink are inactive.



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RECLASSIFICATIONS



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



RECENT ACCOUNTING PRONOUNCEMENTS



In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006.  SFAS No. 155 is not expected to have a material effect on the consolidated financial position or results of operations of the Company.

In March 2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:



1.

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

2.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3.

Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities.

4.

At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

5.

Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.



This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.



In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’.  This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements.  However, for some entities, the application of this Statement will change current practice.  This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.

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In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:



1.

A brief description of the provisions of this Statement

2.

The date that adoption is required

3.

The date the employer plans to adopt the recognition provisions of this Statement, if earlier.



The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on the consolidated financial statements.



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



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



Providential Securities, Inc. was censured, fined $115,000 and required to offer rescission to those public customers who participated in the Providential Private Placement.  In addition, Henry Fahman was 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.  During the year ended June 30, 2004, $235,000 from the amount due to Preferred Stock Holders plus $105,600 in related interest payable totaling $340,600 was paid either in cash or with the issuance of common stock.  The balance of unredeemed preferred shares and the related interest has been included in current liabilities on the accompanying consolidated financial statements.





NOTE 3 - 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, 2006, the investments have been recorded at $2,913,980 based upon the fair value of the marketable securities.



---



Marketable securities classified as available for sale consisted of the following as of September 30, 2006:





|                              |                |                |              |               
|----------------------------- | -------------- | -------------- | ------------ | --------------
|                              |                |                |              |               
|                              |                |                |              |               
|                              |                | Market         | Accumulated  | Number of     
|Investee Name                 | Cost at        | Value at       | Unrealized   | Shares Held at
|(Symbol)                      | Sept. 30, 2006 | Sept. 30, 2006 | Gain (Loss)  | Sept. 30, 2006
|Jockey Club (JKCL)            | $15            | $-             | $(15)        | 1,500         
|Tri Kal International (TRIKF) | 15             | -              | (15)         | 15,165        
|Bio-Warm                      | 70,776         | 47,184         | (23,592)     | 4,718,424     
|Jeantex Group (JNTX)          | 1,938,423      | 1,282,881      | (655,542)    | 9,868,317     
|Cavico (CVCP)                 | 3,605,454      | 1,583,899      | (2,021,554)  | 4,168,156     
|                              |                |                |              |               
|Totals                        | $5,614,669     | $2,913,980     | $(2,700,704) |               





In September 2006, the Company received 2,000,000 shares of Cavico Corp. valued at $1,801,802.  The Company received these shares for advisory fees performed in May 2006 and the receivable for these shares was recorded in Other Receivables at June 30, 2006.  The cost basis of the shares, as recorded in Other Receivables at June 30, 2006, was based on the market value of the securities on the date the advisory services were completed.  During the three month period ended September 30, 2006, the shares were reclassified as marketable securities.  The Company has recorded marketable securities at its quoted market value on the Bulletin Board at September 30, 2006.  The actual realized value of these securities could be significantly different than recorded value.



During the quarter ended September 30, 2006, 28,500 shares of Jeantex and 731,344 shares of Cavico Corp. stock were sold, resulting in a realized gain on the sale of marketable securities of $381,839.



---





NOTE 4 - IMPAIRMENT OF ASSETS



The Company evaluated its investment in Terra Firma Oil and Gas based upon the current situation of the investment project
 and recognized an impairment loss equal to the book value of these investments amounting $20,000 during the three months ended September 30, 2006. The evaluation was based upon market value of similar investment.





NOTE 5 - PROPERTY AND EQUIPMENT



Property and equipment at September 30, 2006 consists of the following:





|                              |          
|----------------------------- | ---------
|                              |          
|Equipment                     | $81,619  
|Furniture and fixtures        | 36,123   
|Automobiles                   | 81,103   
|Leasehold improvements        | -        
|Subtotal                      | 198,845  
|Less accumulated depreciation | (195,714)
|Total net fixed assets        | $3,131   





Depreciation expense was $841 and $760 for the three month ended September 30, 2006 and 2005, respectively.



NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES



The accounts payable and accrued expenses at September 30, 2006 consist of the following:



|                                   |           
|---------------------------------- | ----------
|                                   |           
|Accounts payable                   | $795,786  
|Accrued salaries and payroll taxes | 245,411   
|Accrued consulting fees            | 124,207   
|Accrued interest                   | 548,053   
|Accrued legal                      | 418,478   
|Accrued expenses - other           | 3,745     
|                                   | $2,153,686



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NOTE 7 - LOANS AND PROMISSORY NOTES



PROMISSORY NOTES



As of September 30, 2006, the Company had promissory notes payable to International Mercantile Holding amounting to $196,111 with accrued interest of $18,318. The notes are past due as of June 30, 2006 and are reflected in the consolidated financial statements under short-term notes payable.  The Company pledged 5,000,000 shares of treasury stock with the lender, which were sold by the note holders   The Company did not receive any proceeds from the sale of the shares nor was an agreement entered into for the settlement of the loan between the Company and the lender.  Accordingly, the value of these shares is reflected in the financial statements as stock subscriptions receivable and the notes are still included in the financial statements as a liability of the Company.   The Notes carry an interest rate equal to LIBOR plus 1%.



SHORT TERM NOTES PAYABLE



As of September 30, 2006, the Company has short term notes payable amounting $1,363,667 plus accrued interest of $381,348.  The notes amounting to $764,016 are past due and $312,500 of the notes are payable on demand.  These notes bear interest rates ranging from 6% to 20% per annum.  During the quarter ended September 30, 2006, the Company paid $88,348 of principal and $40,200 of related accrued interest.



DUE TO PREFERRED STOCKHOLDERS



As of September 30, 2006, the Company has classified $215,000 of preferred stock subscribed as a current liability payable to holders of preferred stock due to non compliance of preferred shares subscription agreement.  There were no payments or conversions made during the quarter ended September 30, 2006.



The interest payable to holders of preferred stock amounting to $166,705 at September 30, 2006 has been included in accrued interest.



OTHER CURRENT LIABILITIES



During the year ended June 30, 2004, the Company received an overpayment of $89,691 for the exercise of stock options receivable.  This amount has not been paid by the Company as of September 30, 2006, and has also been classified as other payable and is shown on the consolidated financial statement in other current liabilities.



NOTE 8 - DUE TO OFFICERS



Due to officer, represents advances made by officers of the Company and its subsidiaries, which are non-interest bearing, unsecured and due on demand. During the current quarter, the officer loaned an additional $3,600 in cash to the Company and was paid $31,218.  As of September 30, 2006, the balance was $254,173.



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NOTE 9 - LITIGATION



LEGAL PROCEEDING SETTLED AND UNPAID AS OFSEPTEMBER 30, 2006:



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 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 plus $4,500 in administrative costs. As the date of this report, the Company has paid $2,500 and is subject to an entry of judgment for $79,000. The settlement amount has been accrued in the accompanying consolidated financial statements.



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



In September 1997 Providential Securities, Inc. entered into a written Lease Agreement to lease certain items of equipment from Green Tree Vendor Services, in return for which Providential Securities, Inc. agreed to pay thirty-six monthly installments, each in the amount of $1,552. On or about September 12, 2000, and subsequently, Providential Securities, Inc. was unable to make the monthly payments to Claimant due to the lack of revenues following the interruption and subsequent closure of its securities brokerage operations. (See Note 3) 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 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.



PENDING LITIGATION:



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 retainer. Because Mark Tow was unable to complete the work according to schedule, the Company hired another law firm to replace Mark Tow. This new firm completed the SB-2 Registration Statement and filed with the SEC on September 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 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. As of the date of this report there has been no filing for arbitration by Mark Tow.



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 $9,074 including wages and interest, penalty, post hearing and filing fee. The sought amount of $9,074 has been accrued in the accompanying consolidated financial statements.



VERIO VS. PROVIDENTIAL SECURITIES, INC.



On or about April 1, 2003, Verio, Inc. filed a judgment against Providential Securities, Inc., a wholly-owned subsidiary of the Company which was discontinued in October 2000, for a total of $9,141.  This sum consists of $6,800 for services allegedly rendered by Verio, Inc. to Providential Securities, Inc. in 2000 and $2,341 for legal costs.  Both amounts have been accrued in the accompanying consolidated financial statements.



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



On March 19, 2002 Dow Jones & Company filed a complaint with the Superior Court of California, County of Orange, West Justice Center (Case No. 02WL1633), against Providential Securities, Inc., the discontinued operations of the Company, and Providential Holdings, Inc. for $9,973 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 (excluding interest) has been accrued in Accrued Expenses in the accompanying consolidated financial statements.



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LUBERSKI, INC.  VS. PROVIDENTIAL HOLDINGS, INC. AND HENRY D. FAHMAN



On November 22, 2005, Luberski, Inc., a California corporation, (Plaintiff) filed a claim against the Company and Henry D. Fahman, its president, (Defendants) for damages up to $160,000 in connection with a loan in the amount of $100,000 made by Plaintiff to the Company on August 23, 2004. On 1/11/2006, the Plaintiff entered a default against the Defendants and on 2/06/2006, a judgment in the amount of $154,298, including interest, attorney fees and costs, was entered against the Defendants. The full amount of the judgment is reflected in the consolidated financial statements at June 30, 2006.



TIMOTHY E. LUBERSKI VS. PROVIDENTIAL HOLDINGS, INC. AND HENRY D. FAHMAN



On November 22, 2005, Timothy E. Luberski (Plaintiff) filed a claim against the Company and Henry D. Fahman, its president, (Defendants) for damages up to $12,600 in connection with Plaintiff’s purchase of 100,000 shares of the Company’s restricted common stock on March 19, 2004. At the time of the purchase, Henry D. Fahman signed a personal guarantee to make up the difference if the Company’s stock price would not reach $0.17 per share one year after the date of purchase. On 1/11/2006, the Plaintiff entered a default against the Defendants and on 2/06/2006, a judgment in the amount of $12,748, including filing fees, was entered against the Defendants. The full amount of the judgment has been accrued in Accrued Expenses in the consolidated financial statements for the period ended June 30, 2006.



NICK L. JIORAS AND MELODEE L. JIORAS VS. PROVIDENTIAL HOLDINGS, INC. AND HENRY D. FAHMAN



On November 22, 2005, Nick L. Jioras and Melodee L. Jioras(Plaintiffs) filed a claim against the Company and Henry D. Fahman, its president, (Defendants) for damages up to $15,400 in connection with Plaintiffs’ purchase of 100,000 shares of the Company’s restricted common stock on March 19, 2004. At the time of the purchase, Henry D. Fahman signed a personal guarantee to make up the difference if the Company’s stock price would not reach $0.17 per share one year after the date of purchase. On 1/11/2006, the Plaintiffs entered a default against the Defendants and on 2/06/2006, a judgment in the amount of $15,795, including filing fees, was entered against the Defendants. The full amount of the judgment has been accrued in Accrued Expenses in the consolidated financial statements for the period ended June 30, 2006.



KEY EQUIPEMNT FINANCE, INC., VS. 49-6215601204 PROVIDENTIAL SECURITIES, INC.; HENRY D. FAHMAN; TINA T. PHAN, CASE NO 06WL00289



On January 18, 2006 Key equipment Finance filed a suit in the Superior Court of the State of California, County of Orange – West District claiming breach of the terms of lease agreement by failure to make the monthly installment due although demand therefore was made. The remaining balance due and owing to plaintiff under the lease is $14,439.49 plus interest from the date of default. The plaintiff also claiming for breach of guaranty, common counts, unjust enrichment and cost of law suit and any other relief the Court may deem just and proper. As of June 30, 2006 the Company has accrued $14,439.49.



ARBITRATION CASES:



The Company had four arbitration cases from day-traders against Providential Securities, Inc., a discontinued stock brokerage operation of the Company.  The total amount of damages for these cases, which were closed as of June 30, 2001, was $54,505.  This amount has been accrued in the accompanying consolidated financial statements.



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NOTE 10 - 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 11 - STOCKHOLDER'S EQUITY



TREASURY STOCK



During the three months ended September 30, 2006, the Company purchased 1,034,940 Treasury Shares for $16,494.  The balance as of September 30, 2006 was 2,304,940 shares valued at $92,845.



COMMON STOCK



During the three months ended
September 30, 2006, the Company issued 2,500,000 shares of common stock valued
at $275,000 against Shares to be Issued.  The balance as of September 30, 2006
was 163,739,961 shares valued at $6,549,598.



PREPAID CONSULTING



During the three months ended September 30, 2006, the Company has amortized $13,000 as an operating expense.  The balance of the prepaid consulting fees at September 30, 2006 is $29,667.



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NOTE 12 - STOCK-BASED COMPENSATION PLAN



STOCK OPTIONS



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 fourteen 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. The remaining seven million options were exercisable on July 1, 2001 and expire on December 31, 2005.



On February 7, 2005, the Company adopted a stock-based compensation plan and set aside 14,000,000 shares of common stock for selected eligible participants of the Company and subsidiaries, and certain independent contractors providing certain services to the Company.  As of September 30, 2006, 12,478,512 shares have been issued for salaries, consulting and professional services in lieu of cash under this plan.



As of September 30, 2005, the Company has an additional 3,000,000 in stock options outstanding which were granted during the previous year ended June 30, 2005.



There were no options granted or vested during the three months ended September 30, 2006.



Prior to July 1, 2006, the Company measured stock compensation expense using the intrinsic value method of accounting in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations (APB No. 25).



The company adopted SFAS No. 123-R effective July 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense recognized in the three months ended September 30, 2006 includes compensation expense for all stock-based compensation awards vested during the three months ended September 30, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R. As there were no options granted or vested since the implementation of SFAS 123-R, no expense has been recorded during the three months ended September 30, 2006.



No pro forma disclosure was presented since the Company did not have any options issued or vested during the three months ended September 30, 2005.



Impact of adoption of SFAS No. 123-R in the three months ended September 30, 2006.



There was no stock compensation expense measured in accordance with SFAS No. 123-R since there were no options granted or vested during the three months ended September 30, 2006.



Methods of estimating fair value



Under both SFAS No. 123-R and under the fair value method of accounting under SFAS No. 123 (i.e., SFAS No. 123 Pro Forma), the fair value of stock options is determined using the Black-Scholes model.



Under SFAS No. 123-R, the company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.



SFAS No. 123-R requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.



NOTE 13 - CONTRACTS AND COMMITMENTS



BUSINESS CONSUTLING AGREEMENT WITH MOTIV SPORTS, INC.



On January 14, 2005 the Company entered into a business consulting agreement with Motiv Sports, Inc. (Motiv), a California corporation, to provide services in the identification, location, and facilitating a merger with a fully-reporting publicly-traded company.  If a merger is successful, the Company is to receive common stock in the newly combined company equal up to 27% of the then issued and outstanding common shares of the new company. As of the date of this report, a successful merger has not been completed.   As of June 30, 2005, Motiv had paid the Company $20,000 as a deposit against this agreement, which was reflected as unearned income in Other Current Liabilities. During the year ended June 30, 2006, the Company rendered consulting service in connection with the business consulting agreement and reclassified the unearned income into consulting revenue in the financial statements.



JOINT VENTURE AGREEMENT WITH NEXIS CAPITAL MANAGEMENT CORPORATION, LTD.



On May 10, 2005, the Company entered into a Joint Venture Agreement with Nexis Capital Management Corporation, Ltd., to assist Chinese companies in their pursuit of capital from sources in the United States. Both parties agree to share equally in all gross fee revenues based upon a mutually agreeable compensation schedule. As of the date of this report, the Company has reviewed a number of proposals from China that are introduced by Nexis Capital Management Corp. but have not consummated any transaction.



BUSINESS PARTNERING AGREEMENT BETWEEN TOUCHLINK COMMUNICATIONS, INC. AND FAREAST CONNECT, INC.



On August 22, 2005, the Company entered into a Business Partnering Agreement with Fareast Connect, Inc., a California corporation (Fareast), whereby the Company will invest 51% of the initial operating budget into Touchlink Communications, Inc., a majority-owned subsidiary of the Company, and Fareast will invest 49% of the operating budget in exchange for 49% equity ownership of Touchlink Communications.  As of the date of this report, no investment has been made into Touchlink Communications by Fareast.



PROVIDENTIAL OIL & GAS, INC. AGREEMENT WITH TERRA-FIRMA GAS & OIL, INC.



On November 24, 2005 the Company’s wholly-owned subsidiary Providential Oil & Gas, Inc. signed an agreement with Terra-Firma Gas & Oil, Inc., a Nevada corporation with headquarters in Midland, Texas, to co-develop up to twenty-four gas wells on Hudspeth Ranch, Crockett County, West Texas. Providential Oil & Gas, Inc. will be responsible for providing the capital funding for the drilling of these gas wells and Terra-Firma will be responsible for managing the project.  According to the agreement, Providential Oil & Gas will receive a seventy-five percent share in the net working interest from the first two wells until $1,063,800 capital funding is repaid. After the principal is fully repaid to Providential Oil & Gas, it will receive a fifty percent share in the net working interest for the life of the two wells.  For subsequent well packages, Terra-Firma Gas & Oil, Inc. and Providential Oil & Gas, Inc. will determine and agree upon a mutually acceptable arrangement for the sharing of responsibilities and net working interest in these new wells.  A $20,000 investment by the Company on this project was written off as of the date of this report. On June 14, 2006, Providential Oil & Gas, Inc. changed its name to Providential Energy Corporation to expand its scope of business to potentially include alternative energy such as fuel cells and bio-diesel.



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AGREEMENT WITH HORACE HORUMBA



On July 1, 2006, the Company entered into a consulting service agreement with Horace Horumba, an individual, to be effective immediately. According to the agreement, Horace Horumba will provide consulting service to the Company with respect to the oil and gas business and import and export contracts between Russia and China, and will assist the Company to set up a division of Providential Holdings, Inc. in Europe. The term of the agreement will be four months after which the agreement may be extended by mutual consent of both parties. The Company has agreed to pay the consultant a total of $30,000 from time to time during the term of this agreement.



AGREEMENT WITH BALRAJ SANDHU



On July 17, 2006, the Company entered into a consulting service agreement with Balraj Sandhu, an individual, to be effective immediately. According to the agreement, Balraj Sandhu will provide consulting service to the Company with respect to identifying, evaluating, introducing, recommending, and operating various for-profit post secondary and trade schools that may be approved and adopted by the Company for its educational business. The term of the agreement will be six (6) months. The Company has agreed to pay the consultant a total of $21,500 from time to time during the term of this agreement.



AGREEMENT WITH HAWK ASSOCIATES, INC.



On August 11, 2006, the Company entered into an investor relations consulting agreement with Hawk Associates, Inc., a Florida corporation, to be effective September 1, 2006. According to the agreement, Hawk Associates will provide investor relations consulting services to the Company for a period of six months, after which the agreement will automatically renew monthly each month until notice is provided by one of the parties to the other. The Company agrees to pay Hawk Associates $4,500 per month for the investor relations consulting services and Hawk Associates will be issued warrants to purchase 250,000 common shares of the Company based on the closing price of $0.015 per share as of September 1, 2006. These warrants will be valid until August 30, 2011.





AGREEMENT WITH BIO-WARM CORPORATION



On September 25, 2006, the Company entered into an agreement with Bio-Warm Corporation (Bio-Warm), a Nevada corporation, whereby the Company agreed to provide management and consulting services to Bio-Warm. Through September 30,2006, the company has not received any compensation  from Bio-Warm under this agreement.





OFFICE SPACE LEASE



In August 2004, the Company moved to a new office with a lease at $3,907 per month for four years.



Future commitments under operating leases are as follows for the twelve months ending September 30, 2007 are $37,304.



The rent expense was $13,487 and $13,529 for the quarter ended September 30, 2006 and 2005, respectively.



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NOTE 14- GOING CONCERN UNCERTAINTY



As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $58,187 for the three months ended September 30, 2006.  As of September 30, 2006, the Company had accumulated deficit of $17,442,395. This factor, 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 is in process of taking action to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs through September 30, 2007 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 15 - SEGMENT INFORMATION



The Company operated in only one segment during the three months ended September 30, 2006.



During the three months ended September 30, 2005, the Company generated revenues from consulting and advisory services and from sales of imported pottery and bamboo furniture. The following table presents a summary of operating information and balance sheet information for the three months ended September 30, 2005:





| |  |  |  |  |     
| |  |  |  |  | ----
| |  |  |  |  |     
| |  |  |  |  | 2005

|                                     
|-------------------------------------
|Revenues from unaffiliated customers:

| |                                  |  |  |        
| | -------------------------------- |  |  | -------
| | Consulting and advisory services |  |  | $32,853
| | Sales                            |  |  | 7,952  

| |  |              |  |  |        
| |  | ------------ |  |  | -------
| |  | Consolidated |  |  | $40,805
| |  |              |  |  |        

|                        
|------------------------
|Operating income (loss):

| |                                  |  |  |           
| | -------------------------------- |  |  | ----------
| | Consulting and advisory services |  |  | $(340,355)
| | Sales                            |  |  | 7,962     

| |  |              |  |  |           
| |  | ------------ |  |  | ----------
| |  | Consolidated |  |  | $(332,393)
| |  |              |  |  |           

|                    
|--------------------
|Identifiable assets:

| |                                  |  |  |           
| | -------------------------------- |  |  | ----------
| | Consulting and advisory services |  |  | $6,310,277
| | Sales                            |  |  | 4,169     

| |  |              |  |  |           
| |  | ------------ |  |  | ----------
| |  | Consolidated |  |  | $6,314,446
| |  |              |  |  |           

|                              
|------------------------------
|Depreciation and amortization:

| |                                  |  |  |     
| | -------------------------------- |  |  | ----
| | Consulting and advisory services |  |  | $760
| | Sales                            |  |  | -   

| |  |              |  |  |     
| |  | ------------ |  |  | ----
| |  | Consolidated |  |  | $760
| |  |              |  |  |     

|                     
|---------------------
|Capital expenditures:

| |                                  |  |  |       
| | -------------------------------- |  |  | ------
| | Consulting and advisory services |  |  | $1,378
| | Sales                            |  |  | -     

| |  |              |  |  |       
| |  | ------------ |  |  | ------
| |  | Consolidated |  |  | $1,378





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NOTE 16 - RELATED PARTY TRANSACTIONS



During the three months ended September 30, 2006 and 2005, the Company issued shares to various related parties in payment for services and salaries.   These payments were as follows:



| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 

| |  |                      |  |                      |  |  |  | 
| |  | -------------------- |  | -------------------- |  |  |  | 
| |  | For the three months |  | For the three months

| |  |                          |  |                          |  | 
| |  | ------------------------ |  | ------------------------ |  | 
| |  | Ended September 30, 2006 |  | Ended September 30, 2005

|              |  |          |  |              |  |          |  |             
|------------- |  | -------- |  | ------------ |  | -------- |  | ------------
|Related Party |  | # Shares |  | Market Value |  | # Shares |  | Market Value

|                                 |   |  |   |  |         |  |         
|-------------------------------- | - |  | - |  | ------- |  | --------
|Henry Fahman - Director          | - |  | - |  | 910,900 |  | $ 36,436
|Tina Phan - Director             | - |  | - |  | 360,796 |  | 14,432  
|Timothy Pham – Director’s family | - |  | - |  | 360,078 |  | 14,403  
|Thorman Hwin - Director          | - |  | - |  | -       |  | -       
|Robert Stevenson - Director      | - |  | - |  | -       |  | -       

| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 

|      |      |  |    |  |           |  |         
|----- | ---- |  | -- |  | --------- |  | --------
|Total | None |  | $0 |  | 1,631,774 |  | $ 65,271



In addition, during the three months ended September 30, 2006, the Company accrued $22,500 salaries to related parties.



The Company has loan receivable of $146,265 from related parties through common director. The loans are unsecured and bear interest rate of 8.5%. The loans receivable were recorded as other current assets in the consolidated financial statements.



NOTE 17 - SUBSEQUENT EVENTS



EMPLOYMENT AGREEMENT WITH HORACE HORUMBA



On October 15, 2006, the Company entered into an Employment Agreement with Horace Horumba (Employee), an individual, to be effective immediately. According to the agreement, the Company has agreed to hire the Employee as General Director of Providential Europe, a division of the Company to be established in Germany to focus on developing strategic alliances in and transacting oil and gas business between Russia, China and other countries. The term of the agreement shall be three years. The Company has agreed to pay Employee a monthly remuneration of $US 5,000 and share seventy percent of all net profits with Employee from the Providential Europe Division operations.



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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION



The following is a discussion and analysis of our results of operations for the three-month periods ended September 30, 2005 and 2006, our financial condition at September 30, 2006 and factors that we believe could affect our future financial condition and results of operations. Historical results may not be indicative of future performance.



This discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States (GAAP). All references to dollar amounts in this section are in United States dollars.



FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this document that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements regarding our expectations, beliefs, intentions or strategies regarding our business, and the level of our expenditures and our liquidity in future periods. We may identify these statements by the use of words such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, potential, predict, project, should, will, would and other similar expressions. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements, except as may otherwise be required by law. 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 clearing house 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.



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BUSINESS RESTRUCTURING



After the divestiture of the Company’s Diva subsidiaries in June 2000 and the discontinuance of the  securities brokerage operations in October 2000, we have restructured and updated our primary scope of business to focus on  mergers and acquisitions, merger and acquisition advisory services, and investments in various businesses with potential for high growth.  The Company continues to emphasize on M&A activities and advisory services involving small and mid-sized companies in the US and the Pacific Rim, to develop the joint ventures in the cement, hydropower and mining businesses with Cavico Vietnam, to pursue oil and gas transactions through its European division, and to engage in alternative energy such as bio-diesel and fuel cells.



PROVIDENTIAL CAPITAL, INC.



In May 2003, the Company formed a wholly-owned subsidiary under the name of Providential Capital, a DBA company, to provide merger and acquisition advisory services for the micro-small cap arenas and manage the Company's proprietary merger and acquisition activities.  Providential Capital has mainly focused its attention on the underserved segment of smaller companies in the U.S. and abroad. This subsidiary was later incorporated as a Nevada corporation on September 23, 2004.



Providential Capital has successfully managed merger plans for several private and publicly-traded companies.  This subsidiary currently works with a number of target companies in the US, China, Korea, and Vietnam and expects to generate additional business in the Pacific Rim in the next twelve months.



PROVIDENTIAL ENERGY CORPORATION (FORMERLY PROVIDENTIAL OIL & GAS, INC.)



On December 31, 2003, the Company formed Providential Oil & Gas, Inc., a Nevada corporation and wholly-owned subsidiary, to pursue independent oil and gas business. On November 24, 2005, Providential Oil & Gas, Inc. signed an agreement with Terra-Firma Gas & Oil, Inc., a Nevada corporation with headquarters in Midland, Texas, to co-develop up to twenty-four gas wells on Hudspeth Ranch, Crockett County, West Texas.  A $20,000 investment by the Company on this project was written off as of the date of this report. On June 14, 2006, Providential Oil & Gas, Inc. changed its name to Providential Energy Corporation to expand its scope of business to potentially include alternative energy such as fuel cells and bio-diesel.



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PROVIMEX, INC.



Provimex is 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.  Provimex began to generate revenues from its import and export activities in August 2002.  For the fiscal years ended June 30, 2005 and June 30, 2006, this division recorded $28,144 and $3,932 in sales, respectively.  This subsidiary was later incorporated as a Nevada corporation on September 23, 2004. The Company has declared a 15% stock dividend of Provimex, Inc. to shareholders of record as of September 15, 2004. Provimex will continue to pursue additional business opportunities, including acquisition of potential targets as well as strategic alliances and joint venture agreements with other established companies in order to advance its operations in the next twelve months.



JOINT VENTURES WITH CAVICO VIETNAM JOINT STOCK COMPANY



On August 29, 2006, the Company entered into a Principle Business Cooperation Agreement with Cavico Vietnam Joint Stock Company, a Socialist Republic of Vietnam corporation, which is a business conglomerate engaged in various business activities including, but not limited to, infrastructure, construction, energy, mining, information technology, and real estate development.  Pursuant to the terms of the Agreement, Providential and Cavico have agreed to cooperate in funding, building, owning and operating certain businesses in Vietnam and other regions of the world and share in the benefits of these business operations.  Providential and Cavico have agreed to cooperate in the following projects:



Cement business. Cavico and Providential have executed the documents required by the laws of Socialist Republic of Vietnam to form a joint-venture company, namely Cavico PHI Cement Joint Stock Company (CPCC), to jointly fund, build, own, and operate a cement plant in Ha Nam province. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPCC and retain a maximum of 70% of ownership in CPCC and Providential will contribute a minimum of 30% of the equity investment towards CPCC and retain a minimum of 30% of ownership in CPCC, respectively.  As of the date of this report, CPCC has received the permission from the Provincial People’s Committee of Ha Nam to develop a cement plant in Thanh Nghi village, Thanh Liem district, Ha Nam province, Vietnam.  The Company intends to begin contributing capital towards this joint venture in the near future.



Hydropower business.  Cavico and Providential will cooperate to form a joint-venture company, namely Cavico PHI Hydropower Joint Stock Company (CPHC) or any other name acceptable to both parties, to jointly fund, build, own, and operate any possible hydropower projects allowed by the government of Vietnam, such as Dak My 2, Song Bung 4, and/or other hydropower plants in Vietnam and/or elsewhere. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPHC and retain a maximum of 70% of ownership in CPHC and Providential will contribute a minimum of 30% of the equity investment towards CPHC and retain a minimum of 30% of ownership in CPHC, respectively. Both companies expect to begin submitting the required paperwork with the appropriate Vietnamese authorities for the investment license in the near future.



Mining business. Cavico and Providential will cooperate to form a joint-venture company, namely Cavico PHI Mining Corporation (CPMC) or any other name acceptable to both parties, to jointly fund, build, own, and operate one or more mines in Vietnam and Australia. It is anticipated that Cavico and its affiliates will contribute a maximum of 70% of the equity investment towards CPMC and retain a maximum of 70% of ownership in CPMC and Providential will contribute a minimum of 30% of the equity investment towards CPMC and retain a minimum of 30% of ownership in CPMC, respectively. As of the date of this report, the joint venture partners have not begun the paperwork for the mining business investment license.



Other business opportunities. Cavico and Providential will cooperate in other business opportunities as deems appropriate. The required funding contributions and future benefits pertaining to each of these businesses will be mutually determined by both parties at the appropriate time.



Cavico and Providential have also agreed to enter into separate agreements detailing the terms and conditions agreeable to both parties pertaining to each of the projects mentioned above. As of the date of this report, no funding has been provided towards the joint venture projects.



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TOUCHLINK COMMUNICATIONS, INC.

A wholly-owned DBA of Providential Holdings, Inc, Touchlink Communications was formed on July 7, 2003 to provide point-of-sale (POS) terminals and prepaid calling cards to retailers, convenient stores and non-profit organizations across the US. Touchlink Communications signed an agreement with KAGRO (Korean American Grocer Association) to provide pre-paid services to its member stores in the US and Canada.  This subsidiary was later incorporated as a Nevada corporation in February 2004 under the name of Touchlink Communications, Inc. to provide long distance services to residential and business customers in the United States.  The Company has declared a 15% stock dividend of Touchlink Communications, Inc. to shareholders of record as of September 15, 2004. Touchlink intends to expand its business through joint venture or strategic agreements with partner companies and acquisitions of targets with potential for high growth  in the telecommunications and information technology industries.



PROVIDENTIAL EUROPE



The Company is in the process of forming an European Branch in Germany to focus on oil and gas transactions in Europe, Russia and China.  However, there is no guarantee that this initiative will be successful in the near future.



PROVIDENTIAL ASIA



The Company is in the process of forming either a representative office or a wholly-owned subsidiary in Vietnam to focus on mergers and acquisitions in Asia, including transactions for its own account and merger and acquisition advisory services for client companies in this region. However, there is no guarantee that this operation will be successful in the near future.



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 March 31, 2006, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.



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RESULTS OF OPERATIONS



Three months ended September 30, 2006 compared to the three months ended September 30, 2005



Total Revenues:



Total revenues were $37,000 and $40,815 for the three months ended September 30, 2006, and 2005, respectively.  Revenues for the current period consist entirely of advisory and consulting fees while those for the same period ended September 30, 2005 consist of  advisory and consulting fees in the amount of  $32,853 and of sales in the amount  $7,962, respectively. The Company had entered into a new consulting service agreement during the quarter ended September 30, 2006 but did not recognize any revenues from this agreement for the period because the transactions that were contemplated in the consulting agreement were not totally completed at the end of quarter.



Operating Costs and Expenses:



Total operating expenses were $338,489 and $373,208 for the three months ended September 30, 2006, and 2005, respectively.  The decrease is primarily due to the decrease in bad debt expense for the period ended September 30, 2006, offset by the increases in professional services, including non-cash compensation, impairment of assets, salaries and wages, and general and administrative expenses. Professional services were $166,060 and $111,376 for the comparable periods, including services paid with common stock. During the current three months the Company recorded salaries of $72,212 as compared to $52,874 of salaries in the three months last year.



Other Income and Expenses:



Interest expense was $91,166 and $90,151 for the three months ended September 30, 2006, and 2005, respectively.  During the three months ended September 30, 2006, the Company recorded a gain on the sale of marketable securities of $381,839, compared to a gain on the sale of marketable securities of $27,692 during the three months ended September 30, 2005. Also included in the three-month period ended September 30, 2006 were the forfeiture of an investment deposit of $42,500 and the expense of $4,902 for the fair market value of 250,000 warrants issued to an outside consultant.  Other income for the three months ended September 30, 2006 was $32 as compared to other income of $228 for the same period last year.



Net Loss:



Net loss for the three months ended September 30, 2006 was $58,187, compared to a net loss of $394,624 for the same period in 2005, which is equivalent to ($0.00) per share for both of the respective periods, based on the weighted average number of basic and diluted shares outstanding.  The difference is primarily due to a $381,839 gain on the sale of marketable securities, offset by the forfeiture of the investment deposit, the expense due to adjustment for fair market value of the warrants issued, the increase in professional services, and the impairment of assets which was not present during the corresponding period in 2005.



LIQUIDITY AND CAPITAL RESOURCES



The Company had consolidated cash and cash equivalents of $81,523 and $6,361 as of September 30, 2006 and 2005, respectively.



The Company's operating activities used $176,169 and $124,859 in the three months ended September 30, 2006 and 2005, respectively.  The difference is mainly attributable to the increase in activities of the Company.



Cash generated by investing activities was $387,839as compared to $193,757 for the three months ended September 30, 2006 and 2005, respectively.  The difference is mainly attributable to the increase in the proceeds from sale of marketable securities, offset by the purchase of 1,034,940 shares of the company’s common stock from the open market during the current period.



Cash used by financing activities was $132,549 as compared to $64,418 for the three months ended September 30, 2006 and 2005, respectively.  The increase is primarily due the increase in the payments on notes payable, offset by the decreases in payments on loans and in additional borrowings from officer.



The Company’s operations are currently financed through various loans and sale of marketable securities.  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.



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ITEM 3.  EFFECTIVENESS OF THE REGISTRANT’S DISCLOSURE CONTROLS AND PROCEDURES



(a) As of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer made an evaluation of the company's disclosure controls and procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under the Exchange Act, in their opinion, the disclosure controls and procedures are effective.



(b) During the most recent fiscal year, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



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.



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ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K





(a)

The following exhibits are filed as part of this report:



Exhibit No.

Description

Location



21.1

Subsidiaries of Registrant

Incorporated by reference to Exhibit 21.1 to the Registrant’s

Annual Report on Form 10-KSB, filed on November 14, 2006.



31.1

Certification by Henry D. Fahman, Chief Executive Officer,

Provided herewith.

pursuant to Section 302 of the Sarbanes-Oxley Act of

2002.



31.2

Certification by Henry D. Fahman, Acting Principal Financial

Provided herewith.

Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of

2002.



32.1

Certification by Henry D. Fahman, Chief Executive Officer

Provided herewith.

and Chief Financial Officer of the Registrant, pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.



(b)                          Reports on Form 8-K



17.4                        Resignation of Robert Stevenson as Director.                                 Incorporated by reference to the Registrant's Current Report

on Form 8-K, filed on July 18, 2006.



0.43                         10.43                      Principle Business Cooperation Agreement with Cavico              Incorporated by reference to the Registrant’s Current Report

Vietnam Joint Stock Corporation.



On Form 8-K, filed on October 2, 2006.



a) (

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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 17, 2006

PROVIDENTIAL HOLDINGS, INC.





By: /s/ Henry Fahman

Henry Fahman

President and Chairman &

Acting Chief Financial Officer





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Exhibit 31.1



Certification of Chief Executive Officer





I, Henry Fahman, certify that:

1.

I have reviewed this Form 10-QSB of Providential Holdings, Inc. and subsidiaries;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.





Date: November 17, 2006



/s/ Henry Fahman

Henry Fahman

President and Chairman &

Acting Chief Financial Officer



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Exhibit 31.2



Certification of Principal Financial and Accounting Officer



I, Henry Fahman, certify that:

1.

I have reviewed this Form 10-QSB of Providential Holdings, Inc. and subsidiaries;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.



Date: November 17, 2006



/s/ Henry Fahman

Acting Chief Financial Officer

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Exhibit 32.1



Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





In connection with the Quarterly Report on Form 10-QSB of Providential Holdings, Inc. and subsidiaries (the Company) for the quarter ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned Henry Fahman, Chief Executive Officer and Acting Chief Financial Officer of Providential Holdings, Inc. and subsidiaries, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(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 results of operations of the Company.



Dated: November 17, 2006



/s/Henry Fahman

Henry Fahman

Chief Executive Officer &

Acting Chief Executive Officer