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 December 31, 2002

                               OR


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


For the transition period from __________ to ___________


              Commission file number 2-78335-NY


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


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


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


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


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: 52,207,442 SHARES OF COMMON STOCK, $.04  PAR VALUE  PER
SHARE, WERE OUTSTANDING AS OF DECEMBER 31, 2002.


           PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                         DECEMBER 31, 2002
                             (UNAUDITED)


ASSETS
CURRENT ASSETS
  Cash and cash equivalents                     $    144,450
  Other current assets                                34,330
                                                  ----------
    Total Current Assets                             178,780

Property & Equipment,
 net of accumulated depreciation                      37,866

PREPAID CONSULTING                                 1,046,250
OTHER ASSETS                                         119,041
                                                  ----------
TOTAL ASSETS                                    $  1,381,937
                                                  ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accrued expenses                              $  3,943,962
  Accounts payable                                    43,047
  Convertible promissory notes                     1,325,000
  Current portion of notes payable                    14,408
  Short-term notes payable                         1,185,422
  Other current liabilities                          263,055
  Due to officers                                    160,288
                                                  ----------
    Total Current Liabilities                      6,935,182

NOTES PAYABLE                                        169,737
                                                  ----------
TOTAL LIABILITIES                                  7,104,919

COMMITMENTS AND CONTINGENCIES                              -

MINORITY INTEREST                                    128,560


         PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                         DECEMBER 31, 2002
                       (UNAUDITED) continued

STOCKHOLDERS' DEFICIT
  Preferred stock (Series I, Class A),
    $5.00 par value, 10,000,000 shares authorized,
    90,000 shares issued and outstanding             450,000
  Common stock, $.04 par value, 100,000,000
    shares authorized, 56,207,442 shares issued
    52,207,442 shares outstanding                  2,088,298
  Treasury stock, $.04 par value,
    14,805,200 shares                               (772,312)
  Subscription Receivable                           ( 25,000)
  Addition paid-in capital                         5,104,341
  Accumulated other comprehensive loss              (290,099)
  Accumulated deficit                            (12,406,770)
                                                  ----------
    Total shareholders' deficit                   (5,851,542)
                                                  ----------
                                                $  1,381,937
                                                  ==========


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




<TABLE>

                    PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three months and six months ended December 31,
2002 and 2001
                                    (UNAUDITED)


<S>                                <C>>            <C>
 <C>        <C>
                                       Three Months Ended
   Six Months Ended
                                           December 31,                   December 31,
                                        2002         2001              2002        2001
                                       ------       ------            ------      ------
REVENUES
  Net revenues                     $  30,600      $     -             $61,800   $     -

COST OF REVENUE                       26,628            -              56,628         -
                                     -------      --------           -------     ---------
GROSS PROFIT                           3,972            -               5,172         -

OPERATING EXPENSES
  Professional and consulting fees   309,391         172,499          531,247      375,095
  Salaries                                 -               -                -        7,280
  Other general and
    administrative expenses          240,401          67,022          285,132      131,508
                                     --------      ----------        ---------   ---------
    Total Operating Expenses         549,792         239,521          816,379      513,883
                                     --------      ----------        ---------   ---------

LOSS FROM OPERATIONS                (545,820)       (239,521)        (811,207)   (513,883)

OTHER INCOME (EXPENSE)
  Interest expense                  (207,167)       (222,599)        (405,723)   (427,739)
    Consulting income                    243              -            11,552            -
  Rental income                            -            2,100               -        2,100
  Realized loss on sale of
    marketable securities           (300,844)              -         (300,844)     (9,155)
  Impairment of assets                     -               -                -     (80,000)
  Gain on legal settlement                 -               -           81,850           -
  Gain on sale of property
    And equipment                          -               -                -        3,768
  Other income (expense)               2,480          21,569              311      549,037
                                     --------        --------        ---------    --------
    Total Other Income (Expense)    (505,288)       (198,930)        (612,854)      38,011
                                     --------        --------        ---------    --------

NET LOSS BEFORE INCOME TAXES      (1,051,108)       (438,451)      (1,424,061)   (475,872)

PROVISION FOR INCOME TAXES                 -               -             1,600         800
                                     --------        --------         --------   ---------
 NET LOSS BEFORE
  EXTRAORDINARY ITEMS             (1,051,108)       (438,451)      (1,425,661)   (476,672)
    Extraordinary item-Gain on
    Settlement of debts              396,813              -           391,607            -
                                     --------       ---------         --------   ---------
NET LOSS                            (654,295)       (438,451)      (1,034,054)   (476,872)

DIVIDENDS REQUIREMENT FOR
  PREFERRED STOCK                    (13,500)             -           (27,000)           -

NET LOSS APPLICABLE TO COMMON        --------       ---------         --------   ---------
  SHAREHOLDERS                      (667,795)      (438,451)       (1,061,054)   (476,872)



OTHER COMPREHENSIVE LOSS,
  NET OF TAX
   Unrealized gain(loss) on
    marketable securities            346,909       (202,800)          286,909    (312,000)
                                     --------       ---------         --------    --------
TOTAL COMPREHENSIVE LOSS          $ (320,886)   $   (641,251)       $(774,145)  $(788,672)
                                    =========       =========        =========  ==========

BASIC AND DILUTED WEIGHTED
  AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING             38,613,718      27,523,000       37,339,054  27,623,000
                                   ==========      ==========       ==========  ==========
BASIC AND DILUTED LOSS BEFORE
 EXTRAORDINARY ITEM PER SHARE     $  (  0.03)     $     (0.02)     $     (0.04)     (0.02)

BASIC AND DILUTED EXTRAORDINARY
 ITEM PER SHARE                         0.01                -             0.01          -
                                   ----------      ----------       ----------  ----------


BASIC AND DILUTED NET LOSS PER SHARE $  (0.02)    $     (0.02)     $     (0.03) $   (0.02)
                                   ==========      ==========       ==========  ==========


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

</TABLE>






<TABLE>
           PROVIDENTIAL HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the six months ended December 31, 2002 and 2001
                             (UNAUDITED)
<S>                                               <C>                 <C>
                                                          2002             2001
                                                        -------          -------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $   (1,061,054)     $ (476,672)
  Adjustments to reconcile net loss to
    net cash used in operating activities:

  Gain on sale of property                                     -          (3,768)
  Legal settlement                                       (81,850)              -
  Depreciation                                            14,591          15,571
  Amortization of deferred revenue                       (11,552)        (62,500)
  Gain on settlement of debts                           (391,607)              -
  Loss on Marketable securities                          300,844           9,155
  Beneficial conversion and registration penalty         152,009               -
  Impairment of property and equipment                         -          80,000
  Common stock issued for consulting services             18,000         103,000
  Common stock issued for interest on convertible notes   61,340               -
  Securities received from consulting services                 -        (486,820)

  Changes in current assets and current liabilities:
    Decrease in accounts receivable                            -         (21,048)
    (Increase) decrease in other assets                  424,299         (29,917)
    Increase in accounts payable                          20,891          52,075
    Increase in accrued expenses                         262,050         286,176
  Increase (decrease) in other liabilities               140,448          34,364
                                                      -----------      ----------
NET CASH USED IN OPERATING OPERATIONS                   (151,591)       (500,384)

CASH FLOWS FROM INVESTING ACTIVITIES
  Impairment of assets                                          -        (80,000)
  Proceeds received from sale of
    property and equipment                                      -          4,268
  Proceeds received from sale of
    marketable securities                                       -         19,204
                                                         ---------     ---------
NET CASH PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:                                                   -        (56,708)


CASH FLOWS FROM FINANCING  ACTIVITIES
  Borrowings on notes payable                             178,537        403,555
  Payments on notes payable                                     -         (7,283)
  Advances from officer                                         -        107,600
Payments on advances from officer                         (12,209)       (34,400)
Issuance of common stock                                  125,000         80,600
Shareholder dividends and distributions                                   27,000
                                                        -----------     --------
NET CASH PROVIDED BY
  FINANCING ACTIVITIES                                    291,328        577,072

NET INCREASE IN CASH                                      139,737         19,980


  CASH, beginning of period                                 4,713         14,220
                                                        -----------   ----------
  CASH, end of period                                 $   144,450     $   34,200
                                                        ===========   ==========

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:


 Cash paid during the period for:
 Interest                                             $     6,597     $   15,096
                                                      ===========     ==========
 Income taxes                                         $         -     $      800
                                                      ===========     ==========

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

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

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND REORGANIZATION BACKGROUND

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

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


REORGANIZATION

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

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

During February 2000 the Company formed a California corporation,
Providential Clearing, Inc. as a vehicle to effectuate the
purchase of a self-clearing broker-dealer and to operate a
securities clearing firm.  As of December 30, 2002, this
subsidiary has had no operations.

A wholly owned division of the Company, Provimex was formed on
April 10, 2001 under the name "Providential Imex", to focus on
trade commerce with Vietnam. This division changed its name to
Provimex on July 5, 2001. The Company believes that its trade
commerce business will grow substantially as a result of the
ratification of the Trade Agreement between Vietnam and the United
States. As the date of this report, the Company has generated
small amounts of revenues through this division.

On April 30, 2002, the Company consummated an agreement to acquire
56.67% equity interest in SlimTech, Inc., a Nevada corporation, in
exchange for 3,000,000 shares of the Company's restricted common
stock. SlimTech plans to be a distributor of LCD (liquid crystal
display) computer flat screens and other
consumer electronics. Since SlimTech is a dormant entity with
insignificant assets or liabilities, no pro forma information is
presented.

On August 23, 2002, the Company entered into a purchase agreement
with ATC Technology Corporation, an Arizona corporation, to
purchase all issued and outstanding shares of ATC Technology
Corporation. For consideration, the Company agreed to deliver
$250,000 in promissory notes, non-interest bearing, payable
270 days after closing, and $250,000 in promissory notes,
non-interest bearing, payable 18 months after closing, 3,000,000
shares of restricted stock of the Company with an option of
additional shares to be issued after 270 days if the stock price
does not reach $.30, 1,000,000 shares of restricted stock of the
Company with an option of additional shares to be issued after one
year if the stock price does not reach $.30.

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 December 31, 2002 and the results of its operations
and cash flows for the periods ended December 31, 2002 and 2001.
The results of operations and cash flows for the six month period
ended December 31, 2002 are not necessarily indicative of the
results of operations or cash flows which may be reported for
the remainder of the 2003 fiscal year.

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, 2002.

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 six-month periods
ended December 31, 2001 include the accounts of Providential
Holdings, Inc., and Providential Clearing, Inc., collectively
referred to as the "Company". The consolidated financial
statements for the six-month period ended December 31, 2002
include the accounts of Providential Holdings, Inc., Provimex,
Slimtech and Providential Clearing, Inc., All significant
inter-company transactions have been eliminated in consolidation.

ACCOUNTING DEVELOPMENTS

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

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

The Company does not expect that the adoption of above
pronouncements will have a material effect on its earnings or
financial position.


In May 2002, the Board issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections ("SFAS 145"). SFAS 145 rescinds the
automatic treatment of gains or losses from extinguishments of
debt as extraordinary unless they meet the criteria for
extraordinary items as outlined in 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. SFAS 145 also requires
sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback
transactions and makes various technical corrections to existing
pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective
for fiscal years beginning after May 15, 2002, with early adoption
encouraged. All other provisions of SFAS 145 are effective for
transactions occurring after May 15, 2002, with early adoption
encouraged. The Company does not anticipate that
adoption of SFAS 145 will have a material effect on our earnings
or financial position.

In June 2002, the FASB issued SFAS No. 146 " Accounting for Costs
Associated with exit or Disposal Activities." This Statement
addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
This Statement requires that a liability for a cost associated
with an exit or disposal activity be recognized when the liability
is incurred. Under Issue 94-3 a liability for an exit cost as
defined, was recognized at the date of an entity's
commitment to an exit plan. The Company does not anticipate that
adoption of SFAS 146 will have a material effect on our earnings
or financial position.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of
Certain Financial Institutions." SFAS No. 147 removes the
requirement in SFAS No. 72 and Interpretation 9 thereto, to
recognize and amortize any excess of the fair value of liabilities
assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset.
This statement requires that those transactions be accounted for
in accordance with SFAS No.141, "Business Combinations," and SFAS
No. 142,  "Goodwill and Other Intangible
Assets."  In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets,"
to include certain financial institution-related intangible
assets.  The Company does not expect adoption of SFAS No. 147 to
have a material impact, if any, on its financial position, results
of operations or cash flows.

In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others" (FIN 45). FIN 45 requires that upon issuance of a
guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also
requires additional disclosures by a guarantor in its interim and
annual financial statements about the obligations associated with
guarantees issued. The recognition provisions of FIN 45 are
effective for any guarantees issued or modified after December 31,
2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after
December 15, 2002. The adoption of FIN45 is not expected to have a
material effect on the Company's financial position, results of
operations, or cash flows.

In December 2002, the FASB issued SFAS No. 148 "Accounting for
Stock Based Compensation-Transition and Disclosure".  SFAS No. 148
amends SFAS No. 123, "Accounting for Stock Based Compensation", to
provide alternative methods of transition for a voluntary change
to the fair value based method of accounting
for stock-based employee compensation.  In addition, this
Statement amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim
reporting period ending January 31, 2003.  The Companies do not
expect the adoption of SFAS No. 148 to have a material impact on
its financial position or results of operations or cash flows.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 3 - PREPAID EXPENSE

On April 15, 2002, the Company signed an agreement with Min Duk
Hyun (consultant) for consulting service. The consultant will
consult the Company in identifying, locating and acquiring various
business opportunities for the Company for a period of two years
through April 15, 2004. The Company issued 3,000,000 shares of
common stock to the consultant valued at $1,620,000 based upon
market value of the stock at the time of consummation of the
agreement. The Company has recorded the shares issued to the
consultant as prepaid fees, net of amortization of $573,750 for
the period from April 15, 2002 through December 31, 2002.

NOTE 4 - CONVERTIBLE PROMISSORY NOTES

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

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

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

During the year ended June 30, 2002, $225,000 of the notes and
accrued interest and other fees of $183,695, totaling $408,695,
were converted to 170,288 shares of Company's common stock. The
market value of the stock issued for the conversion was calculated
at $25,240 and the gain of $383,455 resulted from this
note conversion was recorded as an extraordinary gain in the
financial statements. During the period ended December 31, 2002,
additional 2,532,057 shares of Company's common stock were issued
to exercise the repricing warrants.

During the period ended December 31, 2002, $200,000 of the notes
and accrued interest and other fees of $213,349, totaling $413,349
were converted to 172,228 shares of common stock. The market value
of the stock issued for the conversion was calculated at $16,534
and the gain of $396,815 resulted from this note conversion was
recorded as an extraordinary gain.

NOTE 5 - LITIGATION

LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF DECEMBER 31, 2002:

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

This case was originally submitted to Orange County Superior
Court, CA on June 25, 1997, Case No. 781121, and subsequently
moved to NASD Dispute resolution for arbitration. On or about
August 24, 2000, the Company's legal counsel negotiated with the
Claimant's counsel and unilaterally reached a settlement that had
not been approved by the Company. While the Company was in the
process of re-negotiating the terms of said settlement, the
Claimants filed a request for arbitration hearing before the
National Association of Securities Dealers on October 4, 2000,
Case No. 99-03160. Thereafter, the Claimants filed a complaint
with the Orange County Superior Court, CA on October 31, 2000,
Case No. 00CC13067 for alleged breach of contract for damages in
the sum of $75,000.00 plus pre-judgment interest, costs incurred
in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached
a settlement agreement with the Claimants whereby the Company
would pay the Claimants a total of $62,500.00 plus $4,500.00 in
administrative costs. As the date of this report, the Company has
paid $8,000 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 $1,552.01. On or about September 12,
2000, and subsequently, Providential Securities, Inc. was unable
to make the monthly payments to Claimant due to the lack of
revenues following the interruption and subsequent closure of its
securities brokerage operations. Claimant filed a complaint for
money with the Superior Court of the State of California, County
of Orange (Case No. 01CC02613) on February 23, 2001 seeking
$39,102.50 plus interest thereon at the legal rate from September
12, 2000. The claimant entered a judgment against Providential
Securities, Inc., Henry Fahman and Tina Phan for $48,933. The
judgment amount has been accrued in the accompanying consolidated
financial statements.

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

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

TIME WARNER COMMUNICATIONS VS. PROVIDENTIAL SECURITIES, INC.

The case filed in the superior Court in California for County of
Orange by the claimant for amounts due in connection with
advertising performed on behalf of Providential Securities, Inc.
The case was settled for $7,500 on July 12, 2001. The settled
amount has been accrued in the accompanying consolidated financial
statements.

ARBITRATION CASES

The arbitration case brought by Mohammad Bagherabadi against
Providential Securities, Inc., was closed in the period ended
December 31, 2002.  The total claim requested by the claimant of
$81,850 was denied. This amount was recorded as a gain on legal
settlement in the financial statements since this amount has
been accrued in the prior period.

PENDING LITIGATION:

COFFIN COMMUNICATIONS GROUP VS. PROVIDENTIAL HOLDINGS, INC.

On February 19, 2002 Coffin Communications Group filed a complaint
with Superior Court of California, County of Los Angeles Limited
Jurisdiction, against the Company (Case No. 02E01535) for $8,500
plus prejudgment interest, attorney's
fees and costs, and other and further relief. This claim is in
connection with investor relations' services rendered by Coffin
Communications Group. The sought amount of $8,500 (excluding
interest) has been accrued in the accompanying consolidated
financial statements. As of December 31, 2002, the Company has
paid $4,400 towards the balance.

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

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

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

Claimants filed a complaint with the United States District Court,
District of New Jersey (Case No. 00-4353(JAGF) on September 6,
2000 seeking damages of $500,000.00 against Jersey Transfer &
Trust Company and Providential Holdings, Inc. for refusing to
remove the restrictive legends and register a total of 568,332
shares of Rule 144 stock held by Claimants. Providential Holdings,
Inc. and Jersey Transfer & Trust Company ("Defendants") relied on
representation by the former management of JR Consulting, Inc.,
later changed to Providential Holdings, Inc., that the captioned
shares were not free of all encumbrances and were issued for
invalid consideration. The Company has filed a cross-claim against
the appropriate former management of JR Consulting, Inc. The
sought amount of $500,000 has been accrued in the accompanying
consolidated financial statements.

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

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

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

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

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

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

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

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

NOTE 6 - BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings per Share".  Under the provision of SFAS No. 128, basic
net loss per share is computed by dividing the net loss for the
period by the weighted-average number of common shares outstanding
for the period.  Diluted EPS is based on the weighted-average
number of shares of common stock outstanding for the period and
common stock equivalents outstanding at the end of the period.
Common stock equivalents have been excluded from the calculation
of weighted-average shares for purposes of calculating diluted net
loss per share for 2002 and 2001 periods, as such inclusion is
anti-dilutive.

NOTE 7   STOCKHOLDER'S EQUITY

Common Stock:

During the period ended December 31, 2002, the Company issued
500,000 shares of common stock for services amounting $18,000. The
Company also issued 500,000 shares of stock options at $.05 per
share which were exercised. The Company recorded the $25,000 as
subscription receivable.

During the period ended December 31, 2002, the Company received
$125,000 for 2,500,000 shares of stock options at $.05 per share
which were exercised in this period.

During the period ended December 31, 2002, 2,532,057 shares of
Company's common stock were issued to exercise the repricing
warrants for the notes converted during the year ended June 30.
2002.

During the period ended December 31, 2002, $200,000 of the notes
and accrued interest and other fees of $213,349, totaling $413,349
were converted to 172,228 shares of common stock. The market value
of the stock issued for the conversion was calculated at $16,534
and the gain of $396,815 resulted from this note conversion was
recorded as an extraordinary gain.

NOTE 8 - STOCK BASED COMPENSATION PLAN

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

NOTE 9 - CONTRACTS, COMMITMENTS AND SUBSEQUENT EVENTS

AGREEMENT WITH DATALOGIC CONSULTING, INC.

DataLogic Consulting, Inc., a Texas corporation, is an IT
consulting firm and a SAS Institute Quality Partner. The Company
has assisted Datalogic in connection with its merger plan with
Topclick International, Inc. and other development strategies. On
April 25, 2001, but effective April 18, 2001, Datalogic
Consulting, Inc. and the Company entered into an agreement whereby
the Company would receive 10% equity in the new company that would
result from the consummation of the proposed merger between
Datalogic Consulting, Inc. and Topclick International, Inc. The
merger plan between Datalogic and Topclick was
consummated on July 20, 2001. The Company was entitled to
2,666,922 shares of Datalogic International, Inc. (the new name
for Topclick International, Inc.) as the fee for the merger and
acquisition consulting services it has performed.

This investment in Datalogic International, Inc. is carried on the
financial statements of Providential Holdings, Inc. at its market
value as of December 31, 2002. The company has received 1.2
million shares as of December 31, 2002.

INVESTMENT IN CLEAR PASS, INC.

The Company entered into a letter of intent to provide funding of
$10,000,000 for minimum of 33% equity in ClearPass. ClearPass
plans to manufacture security systems and related equipment using
an innovative biometric identification technology. The Company
invested $105,500 through the period ended December 31, 2002. This
amount has been reflected as other assets in the financial
statements on December 31, 2002. Subsequent to December 31, 2002,
the Company issued 3,000,000 restricted shares to acquire 51% of
common stock of Clear Pass in addition to a payment of $1,500,000.
The Company made a payment of $70,000 in the period subsequent to
December 31, 2002 and issued a promissory note of
$1,324,500. ClearPass did not have any operations through December
31, 2002.

JOINT VENTURE AGREEMENT WITH MIMI BAN

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

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

International Center for Training and Consulting (ICTC) is an
organization under the Ministry of Trade of Vietnam that promotes
economics, trade, investment and training activities between
Vietnam and foreign organizations. Providential Holdings, Inc. and
ICTC signed an agreement in March 2001 to cooperate in the
areas of trade, economics, and technology. ICTC is responsible for
representing Providential Holdings in connection with appropriate
Vietnamese organizations, businesses, and individual businessmen
and investors in Vietnam. ICTC will also perform consulting
services and provide information on various economic, trade and
investment projects as may be required by Providential.  Fees
between the parties will be negotiated on an as project basis.  As
of the date of this report, ICTC has introduced Vietnam-based
Delta Electromechanics Co, Ltd., a manufacturer of electric
bicycles, and Nam Hiep Co. Ltd., a manufacturer of
organic fertilizer and construction company to PHI as potential
joint ventures; however, there have been no projects completed.

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

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

PROVIMEX

A wholly owned division of the Company originally formed on April
10, 2001 under the name "Providential Imex", to focus on trade
commerce with Vietnam. This division changed its name to Provimex
on July 5, 2001. The Company believes that its trade commerce
business will grow substantially as a result of the
ratification of the Trade Agreement between Vietnam and the United
States. During six month period ended December 31, 2002, the
Company generated $61,800 revenue from this operation.

PROVIDENTIAL ADVISORY SERVICES, INC.

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

AGREEMENT WITH LEXOR INTERNATIONAL, INC.

On October 9, 2001, the Company entered into an agreement to
provide merger and acquisition consulting services to Lexor
International, Inc., a Maryland corporation, and to assist Lexor
in its business combination plan with in its business combination
plan with Pan-American Automotive Corporation, a Delaware
corporation. According to the agreement, the Company will be
receiving 10% equity interest in the resulting company as
compensation for its advisory and consulting services.  On October
22, 2001, Pan-American signed a definitive agreement to acquire
100% of Lexor in exchange for stock in Pan-American. This
transaction was closed on November 5, 2001 and on November 15,
2001 the Company received 24,761,900 restricted shares of
Pan-American Automotive Corporation's common stock, (after the 7
to 1 reverse split). Pan-American Automotive Corporation changed
its name to Lexor International, Inc. and again effectuated
a 10 to 1 reverse split of its common stock on December 19, 2001.
The business combination plan between Lexor International, Inc.
and Pan-American Automotive Corporation was later rescinded and
Pan-American Automotive Corporation changed its name to Grayling
Wireless USA, Inc. ("Grayling"). On January 16, 2003, Grayling
effected a 200-for-1 reverse split of its common stock. As a
result, the Company currently owns 12,380 shares of Grayling but
will not record any value for such shares until a trading market
value is established for this stock.

JOINT VENTURE WITH MINH HIEU COMPANY

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

STOCK PURCHASE AGREEMENT WITH ATC TECHNOLOGY CORPORATION

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

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

The scheduled closing date of September 12, 2002 was postponed
until the additional required financial information is provided.

INVESTMENT IN NETTEL GLOBAL COMMUNICATION CORP.

On December 3, 2002 the Company entered into a Stock Purchase
Agreement with Nettel Global Communication Corp., a Delaware
corporation, ("Nettel") whereby the Company would acquire 46.5% of
common stock of Nettel in exchange for a total of $2,500,000 in
non-interest bearing notes, $500,000 of which would be due 60 days
after the closing of the transaction and $2,000,000 would be due
90 days after closing. On January 17, 2003 an Amendment to Stock
Purchase Agreement was entered into by and between the Company and
Nettel which called for the $500,000 note to be due on April 15,
2003 and the $2,000,000 note to be due on June 15, 2003. The
Company also agreed to pay Nettel 2% penalty per month on any
unpaid balances of the notes for a maximum period of 60 days after
the respective maturity dates. If the notes are not liquidated in
their entirety after the penalty periods, the Company shall
surrender any unpaid portions of Nettel's stock back to Nettel.
The closing of the transaction occurred and
became effective on January 17, 2003, at which time the Company
issued and delivered these notes to Nettel.

EQUITY LINES OF CREDIT

The Company had an agreement for a $20 million equity line of
credit at the beginning of November 2001 with Boston-based
Dutchess Private Equities Fund, L.P. The line of credit's term is
three years. The amount the Company can receive is dependent on
the amount of free trading shares put in an escrow account or an
effective registration statement and certain other conditions.
The Company can borrow up to 95 percent of the market price (as
defined by the agreement) of the registered shares or the
free-trading shares deposited in escrow. Each time the Company
receives funds against 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. This equity line of credit
was terminated in June 2002 because the Company was unable to
file a registration statement in a timely manner and no funds
were received against this line of credit.

In July 2002, the Company secured a $10 million equity line of
credit from Los Angeles-based Mercator Momentum 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.

The company can draw down up to 90 percent of the market price
(as defined in the agreement) of the registered shares or the
free-trading shares deposited in escrow. The Company agrees to
pay a 2 percent fee on the total value of the equity line, 1
percent of which will be payable in cash on the gross proceeds
from the first draw-down and the remaining 1 percent fee payable
in shares of the Company's common stock. As of the date of this
report, no funds have been received against this line of credit.

OFFICE SPACE LEASE

The Company currently leases its office space from PAUB
ENTERPRISES, LLC at $4,263 per month.  This lease commenced on
April 1, 2001 and expires on March 31, 2004.

EQUIPMENT LEASES

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

SUBSEQUENT STOCK ISSUANCE

Subsequent to December 31, 2002, the Company issued 3,922,803
share of common stock to exercise the re-pricing warrants for the
notes converted previously. In addition 360,000 shares were issued
for consulting service, 15,784 shares were issued for conversion
of note and 3,000,000 shares were issued in
acquisition of Clear Pass, Inc. subsequent to December 31, 2002.

NOTE 10- GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements,
the Company incurred a net loss of $1,061,054 for the six-month
period ended December 31, 2002. As of December 31, 2002, the
Company had a negative working capital of 6.8 million and a
shareholder deficit of $5.9 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. The Company is, is in
default of the terms of convertible notes at December 31, 2002.
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 June 30, 2003
and beyond. Among the actions to be 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 (NOTE 9). No
assurances can be made that management will be successful in
achieving its plan.


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


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

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

OVERVIEW

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


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

REORGANIZATION

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

BUSINESS RESTRUCTURING

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

OPERATIONS

The following table sets forth certain information relating to the
Company's operations for the three months ended December 31, 2002
and 2001 (dollars in thousands):

                                   2002               2001

Revenues                        $    31    100%     $    -     -%
Cost of revenue                 $    27     87%          -     -%
Operating expenses              $   550   1,774%    $  239     -%
  Loss from operations          $  (546) (1,761)%   $ (239)    -%
Other income(expense)           $  (505) (1,620)%   $ (199)    -%
  Net loss before income taxes  $(1,051) (3,390)%   $ (438)    -%
Provision (benefit) for
  income taxes                  $     -     - %     $    -     -%
  Net loss                      $  (654) (2,100)%   $ (438)    -%


Net revenues.  Net revenues increased from $0 for the three months
ended December 31, 2001 to $30,600 for the three months ended
December 31, 2002.

Operating expenses.  Operating expenses consisted primarily of
professional fees (accounting and legal), facility rent, and
consulting fees. The Company's operating expenses increased from
$239,521 for the three months ended December 31, 2001 to $549,792
for the same period in 2002.

Loss from operations.  The Company's loss from operations for the
quarter ended December 31, 2002 was $545,820 compared to a loss in
the same period in 2001 of $239,521. This is a difference of
$306,299.  This increase was principally due to increased
consulting fees.

Other income (expense).  Other expense was $198,930 for the three
months ended December 31, 2001, compared to other expense of
$505,288 for the three months ended December 31, 2002. This
increase was primarily due to the increase in the realized loss on
disposal of marketable securities.

Net loss. Net loss for the quarter ended December 31, 2002 was
$1,051,108, compared to a net loss of $438,451 the same period in
2001. The substantial increase in net loss between the two periods
was principally due to registration penalties, increased
consulting fees, and realized loss on disposal of marketable
securities as discussed elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $144,450 and $34,200
as of December 31, 2002 and December 31, 2001, respectively.


The Company's operating activities used $151,591 and $500,384 in
the six months ended December 31, 2002 and 2001, respectively. For
the quarters ended December 31, 2002 and 2001, the Company's
operating operations used $39,629 and $315,390, respectively.

There was no cash provided by or used in investing activities for
either quarter ended December 31, 2002 or 2001.

Cash provided by financing activities decreased from $336,385 in
the quarter ended December 31, 2001 to $184,079 in the quarter
ended December 31, 2002 primarily due to a decrease in borrowings
on notes payable.

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. 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.


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 note elsewhere in this report.


Item 5.   OTHER INFORMATION

          None.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

Acquisition of ATC Technology Corp (incorporated by reference to
the Company's Current Reports on Form 8-K/A, filed November 6,
2002, December 31, 2002 and February 18, 2003).

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


                           SIGNATURES
                           ----------

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


Date     February 18, 2003       PROVIDENTIAL HOLDINGS, INC.


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


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






Exhibit 99.1

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


In connection with the Quarterly Report on Form 10-QSB of
Providential Holdings, Inc. (the "Company") for the quarterly
period ended September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Henry
Fahman, President and Chairman of the Company, certify, to my
best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(3) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and (4) The information contained in the
Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.

By:   /s/ Henry Fahman
      Henry Fahman
      President and Chairman
      February 18, 2003


Exhibit 99.2

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

In connection with the Quarterly Report on Form 10-QSB of
Providential Holdings, Inc. (the "Company") for the quarterly
period ended September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Gene
Bennett, Chief Financial Officer of the Company, certify, to my
best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(3) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and (4) The information contained in the
Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.

By:   /s/ Gene Bennett
      Gene Bennett
      Chief Financial Officer
      February 18, 2003