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, 2001

                               OR

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

For the transition period from __________ to ___________


                Commission file number 2-78335-NY

                  Providential Holdings, Inc.
     (Exact Name of Registrant as Specified in Its Charter)

Nevada                                                 13-3121128
(State or Other Jurisdiction of                  (I.R.S. employer
Incorporation or Organization)                Identification No.)

8700 Warner Avenue, Fountain Valley, California             92708
(Address of Principal Executive Offices)               (Zip Code)

        Registrant's Telephone Number, Including Area Code
                          (714) 596-0244

                      JR Consulting, Inc.
                         (Former Name)

    180 Varick Street, 13th Floor, New York, New York, 10014
                        (Former Address)






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

                        YES  (X)  NO  ( )

Indicate  the number of shares outstanding of each  of  the
issuer's  classes  of common stock, as of the latest  practicable
date:  39,832,869  SHARES OF COMMON STOCK (INCLUDING 11,800,000
TREASURY SHARES),  $.04  PAR  VALUE  PER SHARE, WERE OUTSTANDING
AS OF DECEMBER 7, 2001.




























<PAGE>
<PAGE>
(Format change)
<TABLE>
                        PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEET
                                      SEPTEMBER 30, 2001
                                         (UNAUDITED)

<S>                                                   <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                           $     13,206
  Other receivables                                        138,448
  Other current assets                                       3,330
                                                         ----------
    Total Current Assets                                   154,984

Property & Equipment,
 net of accumulated depreciation                            74,976


OTHER ASSETS                                               382,800
                                                         ----------

TOTAL ASSETS                                          $    612,760
                                                         ==========









                        PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEET
                                      SEPTEMBER 30, 2001
                                    (UNAUDITED) continued

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accrued expenses                                    $  2,592,285
  Accounts payable                                         535,175
  Convertible promissory notes                           1,750,000
  Current portion of notes payable                         138,337
  Short-term notes payable                                 693,474
  Other current liabilities                                175,856
  Due to officers                                           93,741
                                                         ----------
    Total Current Liabilities                            5,978,868

NOTES PAYABLE                                               28,429
                                                         ----------
TOTAL LIABILITIES                                        6,007,297

COMMITMENTS AND CONTINGENCIES                                    -












                        PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEET
                                      SEPTEMBER 30, 2001
                                    (UNAUDITED) continued

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
    $5.00 par value, 10,000,000 shares authorized,
    90,000 shares issued and outstanding                   450,000
  Common stock, $.04 par value, 100,000,000
    shares authorized, 39,522,869 shares issued          1,580,915
  Treasury stock, $.04 par value,
    11.8 million shares                                   (472,000)
  Addition paid-in capital                               3,404,651
  Accumulated other comprehensive loss                    (254,209)
  Accumulated deficit                                  (10,103,894)
                                                         ----------
    Total shareholders' deficit                         (5,394,537)
                                                         ----------
                                                      $    612,760
                                                         ==========




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

</TABLE>
<PAGE>





<TABLE>
                        PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                    For the three months ended September 30, 2001 and 2000
                                         (UNAUDITED)

<S>                                    <C>            <C>
                                      Three Months Ended September 30,
                                             2001         2000
                                            ------       ------
REVENUES
  Commissions and fees                 $        -     $   631,134
  Other income                                  -          28,413
    Total Revenues                              -         659,547

OPERATING EXPENSES
  Commissions                                   -         124,843
  Clearing charges and assessments              -         182,002
  Quote service and market fees                 -         131,456
  Professional fees and
    consulting fees                       202,596         634,670
  Salaries                                  7,280         123,467
  Other general and
    administrative expenses                64,486         357,039

    Total Operating Expenses              274,362       1,553,477
LOSS FROM OPERATIONS                     (274,362)       (893,930)

OTHER INCOME (EXPENSE)
  Interest expense                       (205,140)       (250,610)
  Interest income                              65           1,634
  Consulting income                       523,250               -
  Rental income                                 -          26,160


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

  Loss on sale of marketable
    securities                             (9,155)        (44,419)
  Impairment of assets                    (80,000)              -
  Gain on sale of property
    and equipment                           3,768           4,254
  Other income                              4,153          18,068

    Total Other Income (Expense)          236,941        (244,913)

NET LOSS BEFORE INCOME TAXES              (37,421)     (1,138,843)

PROVISION FOR INCOME TAXES                    800           5,123

NET LOSS                               $  (38,221)    $(1,143,966)

OTHER COMPREHENSIVE LOSS, NET OF TAX
  Unrealized loss on
    marketable securities                (109,200)        (23,599)

TOTAL COMPREHENSIVE LOSS               $ (147,421)    $(1,167,565)

BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                 27,523,000      27,323,000

BASIC AND DILUTED NET LOSS
  PER SHARE                            $   (0.001)    $    (0.042)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
<TABLE>

                        PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the three months ended September 30, 2001 and 2000
                                         (UNAUDITED)

<S>                                                  <C>                 <C>
                                                            2001             2000
                                                           -------          -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $    (38,221)       $ (1,143,966)
  Adjustments to reconcile net loss to
    net cash used in
    continued operating activities:
  Gain (loss) on sale of marketable
    securities/fixed assets                                 9,155              44,419
  Gain on sale of equipment                                (3,768)             (4,254)
  Depreciation                                              7,798              31,517
  Amortization of deferred revenue                        (31,250)            (20,834)
  Impairment of property and equipment                     80,000                   -
  Common stock issued for consulting services             103,000             392,200
  Securities received from consulting services           (486,820)                  -
  Changes in current assets and current liabilities:
  Decrease in accounts receivable                          10,052             113,282
  (Increase) decrease in other assets                     (16,001)              4,488
  Increase in accounts payable                              6,151             139,263
  Increase in accrued expenses                            160,275              34,162
  Increase (decrease) in other liabilities                 14,635             (20,280)
                                                        -----------        ------------
NET CASH USED IN OPERATING OPERATIONS                    (184,994)           (430,003)



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

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                     (80,000)                  -
  Proceeds received from sale of
    property and equipment                                  4,269             325,000
  Purchases of marketable securities                            -            (320,832)
  Proceeds received from sale of
    marketable securities                                  19,204             334,857
                                                         ---------           ---------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:                                             (56,707)            339,025

CASH FLOWS FROM FINANCING  ACTIVITIES
  Borrowings on notes payable                             223,474             330,000
  Payments on notes payable                                (1,887)           (289,886)
  Advances from officer                                    19,100              18,727
  Payments on advances from officer                             -             (97,500)
  Shareholder dividends and distributions                       -             (15,500)
                                                        -----------         ----------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                    240,687             (54,159)

NET DECREASE IN CASH                                       (1,014)           (145,137)

  CASH, beginning of period                                14,220             291,909
                                                        -----------         ----------
  CASH, ended of period                              $     13,206        $    146,772
                                                        ===========         ==========




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


SUPPLEMENTARY DISCLOSURES OF CASH FLOW
  INFORMATION:

  Cash paid during the period for:

    Interest                                         $        870        $     45,164
                                                        ----------           ---------
    Income taxes                                     $          -               5,123
                                                        ==========           =========






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



</TABLE>
<PAGE>









(Format Change)
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND REORGANIZATION

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


Providential Securities, Inc. ("Providential") was incorporated
in the State of California on October 8, 1992.  It operated a
securities brokerage service in Fountain Valley, CA and New York
City, NY.  The principal markets for Providential's services were
individual investors who were located throughout the United
States. Providential bought and sold securities for its customers
through a number of different markets, utilizing a brokerage
clearinghouse to transact the trades.  Subsequent to year-end,
due to the results of a NASD examination, Providential has ceased
its operations in the securities brokerage business.  (See Note
2)

REORGANIZATION

On October 28, 1999 PHI entered into a corporate combination
agreement (the "Agreement") with Providential, whereby PHI
acquired all the outstanding shares of Providential in exchange
for 20,000,000 shares of PHI common stock.  The transaction was
consummated on January 14, 2000. In addition, as a covenant under
the Agreement, PHI was required to enter into an agreement to
sell to Havilland Limited, all of the shares of Diva owned by PHI
as well as to assign all of its rights, title and interest in an
Option Agreement to Havilland Limited.  (The Option Agreement
gave PHI the option to purchase additional shares of Diva's
common stock at its $.001 par value in order for PHI to maintain
at least a 65% interest in Diva's outstanding common shares.)
PHI's officers and directors resigned their positions and the
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

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

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


INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited
consolidated financial statements of the Company contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the Company
as of September 30, 2001 and the results of its operations and
cash flows for the three month periods ended September 30, 2001
and 2000.  The results of operations and cash flows for the three
month period ended September 30, 2001 are not necessarily
indicative of the results of operations or cash flows which may
be reported for the remainder of the 2002 fiscal year.

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

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

The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities
and Exchange Commission for reporting on Form 10-Q.  Pursuant to
such rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted.  The accompanying unaudited interim
consolidated financial statements should be read in connection
with the consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the
period ended June 30, 2001.

ACCOUNTING ESTIMATES

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements for the three month period
ended September 30, 2000 include the accounts of Providential
Holdings, Inc., Providential Securities, Inc. and Providential
Clearing, Inc., collectively referred to as the "Company". The
consolidated financial statements for the three month period
ended September 30, 2001 include the accounts of Providential
Holdings, Inc. and Providential Clearing, Inc.,  All significant
inter-company transactions have been eliminated in consolidation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2001, the Financial Accounting Standards Board
Emerging Issues Task Force issued EITF 00-27 effective for
convertible debt instruments issued after November 16, 2000. This
pronouncement requires the use of the intrinsic value method for
recognition of the detachable and imbedded equity features
included with indebtedness, and requires amortization of the
amount associated with the convertibility feature over the life
of the debt instrument rather than the period for which the
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

instrument first becomes convertible. Management is in the
process of evaluating the requirements of EITF 00-27, but does
not expect this pronouncement will materially impact the
Company's financial position or results of operations.
On July 20, 2001, the FASB issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." These statements make significant changes to the
accounting for business combinations, goodwill, and intangible
assets.

SFAS No. 141 establishes new standards for accounting and
reporting requirements for business combinations and will require
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited. This statement is
effective for business combinations completed after June 30,
2001.

SFAS No. 142 establishes new standards for goodwill acquired in a
business combination and eliminates amortization of goodwill and
instead sets forth methods to periodically evaluate goodwill for
impairment. Intangible assets with a determinable useful life
will continue to be amortized over that period. This statement
becomes effective January 1, 2002.

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

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

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

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

or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal
of a segment of a business.

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

RECLASSIFICATIONS

Certain amounts in the 2000 financial statements have been
reclassified to conform to the 2001 presentation.


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

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

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

-    From in or about December 15, 1998 through June 15, 1999,
Providential Securities, through its Private Placement
Memorandum, offered and sold one hundred three thousand (103,000)
shares of Series I Class A Convertible Cumulative Preferred Stock
in Providential Securities, Inc. for five hundred fifteen
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

thousand dollars ($515,000) to twenty-two (22) customers. In
connection with the Private Placement Memorandum, Providential
Securities made certain misrepresentations or omissions in
soliciting investments from public customers, such as: failure to
disclose that an officer of Providential Securities could make
contributions to help meet the minimum requirement; failure to
disclose Providential Securities, Inc.'s disciplinary history
whereby Providential Securities, Inc. and Henry Fahman, jointly
and severally, were fined $28,500 for net capital deficiencies
and for failing to send the requisite written notification or
confirmation in fifty eight (58) securities transactions to
public customers; and failure to disclose that Henry Fahman was
ordered to requalify by examination as a financial and
operational principal.

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

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

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

-    That Providential, acting through Henry Fahman, in violation
of Conduct Rule 3010(a) and Membership and Registration Rule
1018, was operating three non-registered supervisory jurisdiction
branch offices, and that while Providential's membership
agreement limited the firm's branch activities to two branches,
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

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

there were at least seven full-service satellite locations,
thereby violating Conduct Rule 2110 and Membership and
Registration Rule 1014.

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

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


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

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

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

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

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

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

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 at September 30, 2001 in
the accompanying consolidated financial statements.  The Company
has offered all Preferred Stock holders rescission on their
investment.  As of the date of this report the Company has
redeemed $65,000 of the preferred stock plus accrued interest.


NOTE 3 - CONVERTIBLE PROMISSORY NOTES

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

The notes may be paid by tender of common stock of the Company,
with the conversion rate for the issuance of the common stock
equal to the "closing price" on the date of the initial purchase
of the notes, which is the average of the closing bid price for
the five previous trading days.  Repricing warrants have also
been issued in contemporaneous amounts, such that any decrease in
the trading price of the stock will entitle the note holders to
reset the exercise price to a lower price than that which existed
on the closing date.  The number of shares issued under the
repricing warrants is directly linked to the Company's stock
price on the conversion date of the notes.  As the stock price
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 3 - CONVERTIBLE PROMISSORY NOTES, continued

decreases, the number of shares to be issued pursuant to the
repricing warrants increase.  The note purchasers are also
entitled to a separate set of warrants, equal to 20% of the total
purchase amounts of the notes acquired, allowing for an exercise
price of 110% of the closing price and having a 5-year term.

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


NOTE 4 - LITIGATION

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

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

This case was originally submitted to Orange County Superior
Court, CA on June 25, 1997, Case No. 781121, and subsequently
moved to NASD Dispute resolution for arbitration. On or about
August 24, 2000, the Company's legal counsel negotiated with the
Claimant's counsel and unilaterally reached a settlement that had
not been approved by the Company. While the Company was in the
process of re-negotiating the terms of said settlement, the
Claimants filed a request for arbitration hearing before the
National Association of Securities Dealers on October 4, 2000,
Case No. 99-03160. Thereafter, the Claimants filed a complaint
with the Orange County Superior Court, CA on October 31, 2000,
Case No. 00CC13067 for alleged breach of contract for damages in
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

the sum of $75,000.00 plus pre-judgment interest, costs incurred
in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached a
settlement agreement with the Claimants whereby the Company would
pay the Claimants a total of $62,500.00 plus $4,500.00 in
administrative costs. As the date of this report, the Company has
paid $2,500 and is subject to an entry of judgment for
$79,000.00.  The settlement amount has been accrued in Accrued
Expenses in the accompanying consolidated financial statements.

PENDING LITIGATION:

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

In September 1997 Providential Securities, Inc. entered into a
written Lease Agreement to lease certain items of equipment from
Green Tree Vendor Services, in return for which Providential
Securities, Inc. agreed to pay thirty-six monthly installments,
each in the amount of $1,552.01. On or about September 12, 2000,
and subsequently, Providential Securities, Inc. was unable to
make the monthly payments to Claimant due to the lack of revenues
following the interruption and subsequent closure of its
securities brokerage operations.  (See Note 16) Claimant filed a
complaint for money with the Superior Court of the State of
California, County of Orange (Case No. 01CC02613) on February 23,
2001 seeking $39,102.50 plus interest thereon at the legal rate
from September 12, 2000. Providential Securities, Inc. intends to
settle this case.  The sought amount of $39,102 (excluding
interest) has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

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

Claimants filed a complaint with the United States District
Court, District of New Jersey (Case No. 00-4353(JAGF) on
September 6, 2000 seeking damages of $500,000.00 against Jersey
Transfer & Trust Company and Providential Holdings, Inc. for
refusing to remove the restrictive legends and register a total
of 568,332 shares of Rule 144 stock held by Claimants.
Providential Holdings, Inc. and Jersey Transfer & Trust Company
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

("Defendants") relied on representation by the former management
of JR Consulting, Inc., later changed to Providential Holdings,
Inc., that the captioned shares were not free of all encumbrances
and were issued for invalid consideration. Defendants are seeking
a dismissal of the case and may cross-claim against the
appropriate former management of JR Consulting, Inc. The sought
amount of $500,000 has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

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

Mingman Hu was a registered representative with Providential
Securities, Inc. who served Claimant's investment account.
Claimant filed a complaint with the Los Angeles County Superior
Court, Northeast District on April 27, 2001 (Case No. G0027156)
seeking compensatory damages in the amount of $11,609.11 plus 12%
interest and emotional distress damages in excess of $50,000.00
for Mingman Hu's failure to honor her written agreement with
Claimant. Mingman Hu was an independent contractor with
Providential Securities, Inc. and was responsible for any alleged
claims by Claimant. Providential Securities, Inc. will vigorously
defend this case.  The sought amount of $61,609 (excluding
interest) has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

LAWRENCE NGUYEN VS. HENRY D. FAHMAN, PROVIDENTIAL HOLDINGS, INC.
AND HUNG NGUYEN aka TONY NGUYEN

On December 19, 2000 Henry D. Fahman executed a Demand Promissory
Note and pledged 1,049,600 shares of common stock of Providential
Holdings, Inc. for a personal loan in the amount of $150,000.00
from Claimant. This note was amended on February 22, 2001 to
mature on March 19, 2001. Henry D. Fahman repaid $25,000.00 to
Claimant and requested an extension for repayment of said note to
July 15, 2001, which was agreed by Claimant and guaranteed by Mr.
Derek Nguyen, a mutual friend of both Claimant's and Henry D.
Fahman's. On May 31, 2001, Claimant filed a complaint with the
Superior Court of California, County of Orange, Central Justice
Center (Case No. 01CC07055) seeking $125,000.00 plus interest at
the highest rate allowed by law from and after December 19, 2000,
attorney fees and costs, exemplary and punitive damages, and
ownership of the pledged shares of common stock of Providential
Holdings, Inc. Henry Fahman is committed to repaying his personal
obligation to Claimant.  The Company has not accrued any amount
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 4   LITIGATION, continued

relating to this case in the accompanying consolidated financial
statements.

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

On or about November 20, 1997, Nara Bank, N.A. and Providential
Securities, Inc. entered into a Written Lease Agreement
("Agreement") wherein Nara Bank, N.A. agreed to lease certain
computer equipment to Providential Securities, Inc. Thereafter,
the Agreement was assigned from Nara Bank, N.A. to Claimant's
Assignor Oak Financial Services. Thereafter, the Agreement was
assigned from Claimant's Assignor to Claimant. Pursuant to the
terms of the Agreement, Providential Securities, Inc. agreed to
pay Nara Bank, N.A. the sum of $1,187.40 per month for sixty
months. On or about September 15, 2000, and subsequently,
Providential Securities, Inc. was unable to make the monthly
payments to Claimant due to the lack of revenues following the
interruption and subsequent closure of its securities brokerage
operations.  (See Note 16) Claimant filed a complaint for money
with the Superior Court of the State of California, County of
Orange (Case No. 01CC07697) on June 14, 2001 seeking $30,873.40
plus interest thereon at the rate of ten percent (10%) per annum
from September 15, 2000. Providential Securities, Inc. intends to
settle this case.  The sought amount of $30,873 (excluding
interest) has been accrued in Accrued Expenses in the
accompanying consolidated financial statements.

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

Claimant was a former employee of Providential Securities, Inc.
who was laid off in 2000 due to closure of business. The Claimant
complained to the Department of Industrial Relations (DIR) for
allegedly unpaid vacation and salaries. On June 13, 2001, the DIR
filed a request to enter a judgment against Providential
Securities, Inc. for $9,073.64 including wages and interest,
penalty, post hearing and filing fee. Providential Securities,
Inc. is appealing the request for judgment.  The sought amount of
$9,074 has been accrued in Accrued Expenses in the accompanying
consolidated financial statements.




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

NOTE 4   LITIGATION, continued

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

This case is pre-arbitration. The Company hired Mark Tow, Esq. to
prepare an SB-2 Registration Statement and prepaid him $25,000 in
retainage. Because Mark Tow was unable to complete the work
according to schedule, the Company hired Stradling Yocca Carson &
Rauth to replace Mark Tow. Stradling Yocca Carson & Rauth
completed the SB-2 Registration Statement and filed with the SEC
on 9/28/2000. Mark Tow sent the Company a letter in June 2001
seeking a total of $75,000.00 for his allegedly rendered service.
The Company intends to vigorously defend this case.  The Company
has accrued $50,000 relating to this case in Accrued Expenses in
the accompanying consolidated balance sheet as of September 30,
2000 since the original agreement with Mark Tow was for a total
service fee of $75,000 and the Company has already paid $25,000
as a retainer to be offset against the total fees.

ARBITRATION CASES

The Company has several arbitration cases against Providential
Securities, Inc. which were closed subsequent to year-end
relating to the daily trading operations of the Company.  The
total settlement amount of these cases was $54,505.  This amount
has been accrued in Accrued Expenses in the accompanying
consolidated financial statements.

The Company has several arbitration cases that are either pending
or in preliminary stages against Providential Securities, Inc.
relating to the daily trading operations of the Company.  The
Company intends to defend each of the matters vigorously but may
enter into a settlement where appropriate based on the specific
allegations involved and the potential cost to defend the matter.
The total amount of damages sought by all the claimants of these
cases is $271,850.  This amount has been accrued in Accrued
Expenses in the accompanying consolidated financial statements.


NOTE 5   BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings per Share".  Under the provision of SFAS No. 128, basic
net loss per share is computed by dividing the net loss for the
period by the weighted-average number of common shares
outstanding for the period.  Diluted EPS is based on the
weighted-average number of shares of common stock outstanding for
the period and common stock equivalents outstanding at the end of
the period. Common stock equivalents have been excluded from the
calculation of weighted-average shares for purposes of
calculating diluted net loss per share for 2000 and 1999 periods,
as such inclusion is anti-dilutive.


                                             Three Months Ended
                                                September 30,
                                              2001        2000

Basic and diluted net loss per share:
Numerator:

   Net Income (Loss)                       $(38,221) $(1,143,966)

Denominator:

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

                                          27,523,000  27,323,000

Basic and diluted net loss per share:

                                          $   (0.001)   $ (0.042)



NOTE 6 - STOCK BASED COMPENSATION PLAN

On July 10, 2000 the Company adopted a Stock Option and Incentive
Plan (the "Plan") which provides for the issuance of up to a
maximum of 16 million shares of the Company's common stock to
officers, employees and non-employee directors at the sole
discretion of the board of directors.  On August 10, 2000 the
Company granted 14 million options under the Plan to officers,
directors and employees at an exercise price of $.50 per share.
All the options are exercisable on July 1, 2001 and expire on
December 31, 2002.  As of the date of this report there have been
no options exercised and five million of these options have been
forfeited.






NOTE 7 - SUBSEQUENT EVENTS

AGREEMENT WITH LEXOR INTERNATIONAL, INC.

On October 9, 2001, the Company entered into an agreement to
provide merger and acquisition consulting services to Lexor
International, Inc., a Maryland corporation, and to assist Lexor
in its business combination plan with in its business combination
plan with Pan-American Automotive Corporation, a Delaware
corporation. According to the agreement, the Company will be
receiving 10% equity interest in the resulting company as
compensation for its advisory and consulting services.  On
October 22, 2001, Pan-American signed a definitive agreement to
acquire 100% of Lexor in exchange for tock in Pan-American. This
transaction was closed on November 5, 2001 and on November 15,
2001 the Company received 24,761,900 restricted shares of
Pan-American Automotive Corporation's common stock, (after the 7
to 1 reverse split).


JOINT VENTURE AGREEMENT WITH MIMI BAN

On November 27, 2001 by effective November 23, 2001, the Company
signed a joint venture agreement with Mimi Ban, an individual,
whereby Mimi Ban would transfer the liquid crystal display (LCD)
technologies to Providential for the purpose of setting up and
operating one or more LCD manufacturing plants in Vietnam.
According to the joint venture agreement, Mimi Ban will share
30%, Providential Holdings, Inc. will share 60% and other
business partners and investors, including HTV Co., Ltd., will
share 10% of the net profits that will be generated from any and
all LCD plant(s) that will be established in Vietnam and
elsewhere as a result of this agreement. This joint venture
agreement supersedes all prior agreements, arrangements and
covenants, including but not limited to the Joint Venture
Agreement between Boxo, Inc. and the Company dated January 4,
2001 and the Letter of Intent between Boxo, Inc. and the Company
dated December 20, 2000 and any amendment thereof. As of the date
of this report there have been no manufacturing plants operating
or has been set-up.

EQUITY LINE OF CREDIT

The Company received a $20 million equity line of credit at the
beginning of November 2001 with Boston-based Dutchess Private
Equities Fund, L.P. The line of credit's term is three years. The
amount the Company  can receive is dependent on the amount of
free trading shares put in an escrow account or an effective
registration statement and certain other conditions. The Company
can borrow up to 95 percent of the market price (as defined by
the agreement) of the registered shares or the free-trading
shares deposited in escrow. Each time the Company receives funds
agains this line of credit it incurs a 3 percent fee, payable in
cash on the gross proceeds, and an additional 1 percent fee on
the total value of the equity line, payable  in shares of the
Company's common stock. As of the date of this report no funds
have been received against this line of credit.


NOTE 8 - CONTRACTS, COMMITMENTS AND CONTINGENCIES

OFFICE SPACE LEASE

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

EQUIPMENT LEASES

The Company also has been unable to make all their monthly
payments on other equipment leases due to the lack of revenues
following the interruption and subsequent closure of its
securities brokerage operations. The Company is in litigation
with some of the equipment lessors and is negotiating additional
payoffs with other equipment lessors.

JOINT VENTURE AGREEMENT WITH HTV CO., LTD.

The Company entered into a Joint Venture Agreement with HTV Co.,
Ltd. of Ho Chi Minh City, Vietnam in January 2001 effective
December 13, 2000 to form Manna Technologies for the purpose of
manufacturing LCD products. The Company is committed to
contributing $2.1 million of cash as invested capital to receive
70 percent ownership of Manna Technologies.  Manna Technologies
received its permit from the Vietnamese government in March 2001.
The manufacturing plant is to be located in Long Binh, Bien Hoa
City, Dong Nai Province, Vietnam.  The Company is committed to
assist in funding the cost of the plant, which is expected to be
approximately $35 million.  The company had not invested any
capital as of the date of this report. The construction on the
plant has not started.


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

International Center for Training and Consulting (ICTC) is an
organization under the Ministry of Trade of Vietnam that promotes
economics, trade, investment and training activities between
Vietnam and foreign organizations. Providential Holdings, Inc.
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 8   COMMITMENTS AND CONTINGENCIES, continued

and ICTC signed an agreement in March 2001 to cooperate in the
areas of trade, economics, and technology. ICTC is responsible
for representing Providential Holdings in connection with
appropriate Vietnamese organizations, businesses, and individual
businessmen and investors in Vietnam. ICTC will also perform
consulting services and provide information on various economic,
trade and investment projects as may be required by Providential.
Fees between the parties will be negotiated on an as project
basis.  As of the date of this report, there have been no
projects completed, except for a pending proposal to acquire 60%
of Delta Co., Ltd., a manufacturer of electric bicycles in Ho Chi
Minh City, Vietnam.

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

Providential Holdings has entered into an agreement on March 25,
2001 with Chu Lai Industrial Zone (CLIZ) Authority, Quang Nam
Province, Central Vietnam, to develop this industrial and export
processing zone, to upgrade a paper mill, and to implement three
to five investment projects in Chu Lai by the end of 2002.  The
Company expects its main role in this project to be the manager
organizing the different companies that will operate their
business at this location.  As the date of this report, the
Company has not assisted in funding this project.


AGREEMENT WITH DATALOGIC CONSULTING, INC.

DataLogic Consulting, Inc., a Texas corporation, is an IT
consulting firm and a SAS Institute Quality Partner. The Company
has assisted Datalogic in connection with its merger plan with
Topclick International, Inc. and other development strategies. On
April 25, 2001, but effective April 18, 2001, Datalogic
Consulting, Inc. and the Company entered into an agreement
whereby the Company would receive 10% equity in the new company
that would result from the consummation of the proposed merger
between Datalogic Consulting, Inc. and Topclick International,
Inc. The merger plan between Datalogic and Toplick was
consummated on July 20, 2001. The Company was issued  2,666,922
shares of Datalogic International, Inc. (the new name for
Topclick International, Inc.) as the fee for the merger and
acquisition consulting services it has performed. This investment
in Datalogic International, Inc. is carried on the financial
statements of Providential Holdings, Inc. at its market value as
PROVIDENTIAL HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------

NOTE 8   COMMITMENTS AND CONTINGENCIES, continued

of September 30, 2001. The company has received 1.2 million
shares as of August 16, 2001.

PROVIDENTIAL ADVISORY SERVICES, INC.

Providential Advisory Services, Inc. (PAS) was formed in February
2000 as a California corporation. Its mission is to create
distinctive value and enrich client's lives by providing high
quality investment advisory services that will help improve their
asset value over time. The Company purchased 60 percent of the
outstanding shares of this entity in July 2001 for $1,000.  As of
the date of this report this corporation has had no sales, cost
of sales or gross profit.


NOTE 9 - GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements,
the Company incurred a net loss of $38,000 for the three-month
period ended September 30, 2001. As of September 30, 2001, the
Company had a negative working capital of $5.8 million and a
shareholder deficit of $5.4 million. Since the main operating
subsidiary Providential Securities, Inc. ceased its securities
brokerage operations in October 2000, there has been no
significant revenue stream for the Company. These factors, as
well as the uncertain conditions that the Company faces in its
day-to-day operations, create an uncertainty as to the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.

Management has taken action and is formulating additional plans
to strengthen the Company's working capital position and generate
sufficient cash to meet its operating needs through next twelve
months and beyond. Among the actions taken, the Company has filed
Form SB-2 Registration Statement to raise additional capital and
is currently in the process of attaining additional financing. In
addition, the Company also anticipates generating more revenue
through its proposed mergers and acquisitions. No assurances can
be made that management will be successful in achieving its plan.




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


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

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

OVERVIEW

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

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

REORGANIZATION

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

BUSINESS RESTRUCTURING

Since the discontinuance of its securities brokerage operations
in October 2000, the Company has restructured its primary scope
of business to include the following areas: (1) Technologies, (2)
Merger and acquisition advisory and consulting services, (3)
Financial  services, (4) Trade commerce, and (5) Emerging
markets. Events and developments relating to these areas are
described in more detail elsewhere in this report.



OPERATIONS

The operations of the Company for the three months ended
September 30 2001 mainly consist of the merger and acquisition
activities and those for the three months ended September 30,
2000 include the securities brokerage operations only as the
modeling agencies were sold when Diva was divested on June 30,
2000.

The following table sets forth certain information relating to
the Company's operations for the three months ended September 30,
2001 and 2000 (dollars in thousands):

                                       2001           2000

Commissions and consulting fees  $     -    -%  $  631     96%
Other income                     $     -    -%  $   28      4%
  Total revenues                 $     -    -%  $  659    100%
Operating expenses               $   274  116%  $1,553    236%
  Loss from operations           $  (274) 116%  $ (894)  (136)%
Other income(expense)            $   237  100%  $ (245)   (37)%
  Net loss before income taxes   $   (37) (16)% $(1,139) (173)%
Provision (benefit) for
  income taxes                         1    0         5     -
  Net loss                       $   (38) (16)% $(1,144) (173)%


Commissions and fees.  Commissions and fees decreased from
$631,000 for the three months ended September 30, 2000 to $0.00
for the three months ended September 30, 2001, a decrease of
$631,000 or -100%. Since the discontinuance of its securities
brokerage operations in October 2000, the Company no longer
generated revenues from commissions and management fees. However,
as the company changed its focus of business, it received income
from its merger and acquisition activities, as discussed
elsewhere below.

Other income.  Other income represents revenue from
administrative fees charged to customers. Other income decreased
from $28,000 for the three months ended September 30, 2000 to
$0.00 for the three months ended September 30, 2001, a decrease
of $48,000.  The decrease was mainly a result of a change in
focus of the Company to consulting and mergers and acquisitions.

Operating expenses.  Operating expenses consisted primarily of
commission expense, professional fees (accounting and legal),
facility rent, clearing charges and assessments, market fees,
consulting fees and employee compensation. The Company's
operating expenses decreased dramatically, from $1,553,000 for
the three months ended September 30, 2000 to $274,000 for the
same period in 2001,  as a result of the change in focus of the
Company to consulting and mergers and acquisition.

Loss from operations.  The Company's loss from operations for the
quarter ended September 30, 2001 was $274,000, compared to a loss
in the same period in 2000 of 894,000. This is a difference of
$620,000.  This decrease was principally due to the change in
focus of the Company and the lower costs associated with the new
focus and related operations.

Other income (expense).  Other expense was $245,000 for the three
months ended September 30, 2000, compared to other income of
$237,000 for the three months ended September 30, 2001.  The
dramatic change in other income (expense) was principally due to
the change in focus of the Company. During the three months ended
September 30, 2001, the Company derived $523,000 worth of income
from its merger and acquisition advisory services, which was
primarily offset by $205,000 and $80,000 for impairment of assets
as the Company's focus changed the need for certain furniture,
fixtures and equipment.

Net loss. Net loss for the quarter ended September 30, 2001 was
$38,000, compared to a net loss of $1,144,000 for the same period
in 2000. The substantial decrease in net loss between the two
periods was principally due to the change in focus of the Company
and the lower costs associated with the new focus and related
operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $13,000 and $14,000
as of September 30, 2001 and June 30, 2001, respectively.

The Company's operating activities used $185,000 and used
$430,000 in the quarters ended September 30, 2001 and 2000,
respectively.  The largest source of cash in the 2001 period was
from the increase in accrued expenses and other current
liabilities of $174,000 and use of funds was "securities received
for consulting services" of $487,000.  For the 2000 period the
largest uses of cash were the $1.1 million net loss, along with
the net effect of normal fluctuations in operating asset and
liability accounts.

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

Cash provided in the first quarter ended September 30, 2001 from
financing activities was from, primarily, borrowings on notes
payable for $223,000.

The Company's notes payable at September 30, 2001 consisted of
the following: (i) convertible promissory notes of $1.75 million,
of which $1.35 million was due September 28, 2000 and $400,00 was
due October 21, 2000 (principal and interest), (which has not
been paid as of the date of this report) with an effective
default interest rate of 12 percent plus a 20% redemption premium
if paid after 181 days from original issuance; (ii) note payable
of $125,000 to an individual, due June 30, 2001 (principal and
interest) (which has not been paid as of the date of this
report), with an interest rate of 8 percent;  (iii) two auto
loans for $28,000 and (iv)short term notes to be paid off in
marketable securities in the amount of $693,000.


The Company's operations are currently financed through various
loans.  Management has taken action and is formulating additional
plans to strengthen the Company's working capital position and
generate sufficient cash to meet its operating needs. Among the
actions taken, the Company has filed a Form SB-2 Registration
Statement to raise additional capital and is currently in the
process of attaining additional financing. In addition, the
Company also anticipates generating more revenue through its
proposed mergers and acquisitions.  (See Note 7) No assurances
can be made that management will be successful in achieving its
plan or that additional capital will be available on a timely
basis or at acceptable terms.


                   PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          None

Item 2.   CHANGES IN SECURITIES

          Not Applicable

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

Item 5.   OTHER INFORMATION

          None


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          None

SIGNATURES

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

Date     December 17, 2001      PROVIDENTIAL HOLDINGS, INC.

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


                         By: /s/ Gene Bennett
                                 Gene Bennett
                                 Chief Financial Officer