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 March 31, 2003











































OR

































































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

































































For the transition period from __________ to ___________

































































Commission file number 2-78335-NY































































Providential Holdings, Inc.





















(Exact Name of Registrant as Specified in Its Charter)

































































Nevada

(State or Other Jurisdiction of Incorporation or Organization)



13-3121128





















(I.R.S. employer





















Identification
No.)

































































8700 Warner Avenue, Fountain Valley, California    92708





















(Address of Principal Executive Offices)    (Zip Code)











































(714)
596-0244





















Issuer's Telephone Number, Including Area Code























































































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





















NONE

































































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











































YES  (X)     NO  ( )

































































Indicate  the number of shares outstanding of each  of  the issuer's  classes  of common stock, as of the latest  practicable
date: 61,637,904 SHARES OF COMMON STOCK, $.04 PAR VALUE PER SHARE, WERE OUTSTANDING AS OF MARCH 31, 2003.













































---



CONTENTS





PART I. FINANCIAL INFORMATION





Item 1.   Financial Statements















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





and Results of Operations



Item 3.    Controls and Procedures







PART II. OTHER INFORMATION







Item 1.   Legal Proceedings







Item 2.   Changes in Securities







Item 3.   Defaults Upon Senior Securities







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







Item 5.   Other Information







Item 6.   Exhibits and Reports on Form 8-K





---





Part 1





ITEM 1:   Financial Statements



PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE
SHEET

MARCH 31, 2003

(UNAUDITED)



|ASSETS                                                                   |  |                   
|------------------------------------------------------------------------ |  | ------------------
|CURRENT ASSETS                                                           |  |                   
|Cash and cash
    equivalents                                            |  | $      
    14,252
|Other assets                                                             |  | 144,636           
|Total Current Assets                                                     |  | 158,888           
|                                                                         |  |                   
|PROPERTY AND EQUIPMENT, net of
    accumulated depreciation of $157,460  |  | 30,648            
|                                                                         |  | $    189,536      
|                                                                         |  |                   
|                                                                         |  | 294,191           
|                                                                         |  |                   
|LIABILITIES AND SHAREHOLDERS'
    DEFICIT                                |  |                   
|CURRENT LIABILITIES                                                      |  |                   
|Accrued
    expenses                                                     |  | $  3,779,315      
|Accounts
    payable                                                     |  | 61,803            
|Convertible
    promissory notes                                         |  | 1,100,000         
|Due to
    preferred stock holders                                       |  | 450,000           
|Short-term
    notes                                                     |  | 1,296,672         
|Current
    portion of notes payable                                     |  | 17,832            
|Due to
    officer                                                       |  | 125,071           
|Other current
    liabilities                                            |  | 276,555           
|Total Current Liabilities                                                |  | 7,107,248         
|                                                                         |  |                   
|NOTES PAYABLE                                                            |  | 198,656           
|                                                                         |  |                   
|Total liabilities                                                        |  | 7,305,904         
|                                                                         |  |                   
|COMMITMENTS AND CONTINGENCIES                                            |  | -                 
|                                                                         |  |                   
|MINORITY INTEREST                                                        |  | 128,560           
|                                                                         |  |                   
|STOCKHOLDERS' DEFICIT                                                    |  |                   
|Preferred
    stock (Series I, Class A), $5.00 par value, 10,000,000     |  |                   
|shares authorized, 90,000 shares issued and outstanding                  |  | -                 
|Common stock,
    $.04 par value, 100,000,000 shares authorized          |  |                   
|65,637,904 shares issued, 61,637,904 shares outstanding                  |  | 2,465,516         
|Treasury
    stock, $.04 par value, 14,805,200 shares                    |  | (772,312)         
|Prepaid
    consulting fees, net of accumulated amortization of $998,774 |  | (1,061,014)       
|Subscription
    receivable                                              |  | (368,070)         
|Additional
    paid-in capital                                           |  | 5,720,951         
|Accumulated
    other comprehensive loss                                 |  | (213,085)         
|Accumulated
    deficit                                                  |  | (13,013,914)      
|Total stockholders' deficit                                              |  | (7,244,928)       
|                                                                         |  |                   
|                                                                         |  | $    189,536      
|                                                                         |  |                   

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

---

PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF OPERATIONS

For the three months
and nine months ended March 31, 2003 and 2003

(UNAUDITED)



|                                                                           | Three Months Ended March 31, |  | Nine Months Ended March 31,
|-------------------------------------------------------------------------- | ---------------------------- |  | ---------------------------
|                                                                           | 2003                         |  | 2002                       
|REVENUES                                                                   |                              |  |                            
|Net revenues                                                               | $        
    9,784          |  | $               
    -     
|                                                                           |                              |  |                            
|COST OF REVENUE                                                            | -                            |  | -                          
|                                                                           |                              |  |                            
|GROSS PROFIT                                                               | 9,784                        |  | -                          
|                                                                           |                              |  |                            
|OPERATING EXPENSES                                                         |                              |  |                            
|Professional and consulting fees                                           | 294,191                      |  | 38,208                     
|Salaries                                                                   | -                            |  | -                          
|Other general and administrative expenses                                  | 12,092                       |  | 62,164                     
|Total Operating Expenses                                                   | 306,283                      |  | 100,372                    
|                                                                           |                              |  |                            
|LOSS FROM OPERATIONS                                                       | (296,499)                    |  | (100,372)                  
|                                                                           |                              |  |                            
|OTHER INCOME (EXPENSE)                                                     |                              |  |                            
|Interest expense                                                           | (134,904)                    |  | (211,499)                  
|Gain on settlement of debt                                                 | 299,645                      |  | -                          
|Rental income                                                              | 900                          |  | 900                        
|Loss on investment                                                         | (175,500)                    |  | -                          
|Impairment of assets                                                       | -                            |  | (172,868)                  
|Realized loss on sale of marketable securities                             | (61,636)                     |  | -                          
|Gain on legal settlement                                                   | -                            |  | 100,000                    
|Other income                                                               | (1,610)                      |  | 28,094                     
|Total Other Income (Expense)                                               | (73,105)                     |  | (255,373)                  
|                                                                           |                              |  |                            
|NET LOSS BEFORE INCOME
    TAXES                                           | (369,604)                    |  | (355,745)                  
|PROVISION FOR INCOME
    TAXES                                             | -                            |  | -                          
|NET LOSS                                                                   | $    (369,604)               |  | $   (355,745)              
|                                                                           |                              |  |                            
|DIVIDENDS REQUIRED FOR
    PREFERRED STOCK                                 | $      (13,500)              |  | $     (13,500)             
|                                                                           |                              |  |                            
|NET LOSS APPLICABLE TO
    COMMON SHAREHOLDERS                             | $    (383,104)               |  | $   (369,245)              
|                                                                           |                              |  |                            
|OTHER COMPREHENSIVE
    LOSS, NET OF TAX                                   |                              |  |                            
|Unrealized gain (loss) on marketable securities                            | 77,014                       |  | (54,820)                   
|                                                                           | 77,014                       |  | (54,820)                   
|                                                                           |                              |  |                            
|TOTAL COMPREHENSIVE
    LOSS                                               | $   (306,090)                |  | $   (424,065)              
|                                                                           |                              |  |                            
|BASIC AND DILUTED
    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 58,885,800                   |  | 27,623,000                 
|                                                                           |                              |  |                            
|BASIC AND DILUTED LOSS
    PER SHARE                                       | $        (0.01)              |  | $         (0.01)           
|                                                                           |                              |  |                            

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

---

PROVIDENTIAL HOLDINGS,
INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

For the nine months
ended March 31, 2003 and 2002

(UNAUDITED)



|                                                                | Nine Months Ended March 31,
|--------------------------------------------------------------- | ---------------------------
|                                                                | 2003                       
|CASH FLOWS FROM OPERATING ACTIVITIES                            |                            
|Net loss from
    continued operations                          | $  (1,627,698)             
|Adjustments
    to reconcile net loss from continued operations |                            
|to net cash used in continued operating activities:             |                            
|Legal settlement                                                | (81,850)                   
|Impairment of property and equipment                            | -                          
|Impairment of assets                                            | -                          
|Reduction of accrued expenses through legal settlement          | -                          
|Loss on sale of marketable securities                           | 362,480                    
|Depreciation                                                    | 21,809                     
|Amortization of prepaid consulting fees                         | 627,524                    
|Amortization of deferred revenue                                | (11,552)                   
|Gain on settlement of debts                                     | (472,420)                  
|Beneficial conversion and registration penalties                | 191,557                    
|Payment of consulting expense with marketable securities        | -                          
|Securities received for consulting service revenue              | (8,582)                    
|Common stock issued for consulting services                     | 38,000                     
|(Increase) decrease in other assets                             | 31,048                     
|Increase in accounts payable                                    | 39,647                     
|Increase in accrued expenses                                    | 331,548                    
|Increase in other liabilities                                   | 140,448                    
|                                                                |                            
|NET CASH USED IN OPERATING ACTIVITIES                           | (418,041)                  
|                                                                |                            
|CASH FLOWS FROM INVESTING ACTIVITIES                            |                            
|Proceeds
    received from sale of property and equipment       | -                          
|Proceeds
    received from sale of marketable securities        | 20,946                     
|                                                                |                            
|NET CASH USED IN INVESTING ACTIVITIES                           | 20,946                     
|                                                                |                            
|CASH FLOWS FROM FINANCING ACTIVITIES                            |                            
|Borrowings on
    notes payable                                 | 224,788                    
|Payments of
    notes payable                                   | (49,125)                   
|Advances from
    officer                                       | 157,750                    
|Payments on
    advances from officer                           | (58,709)                   
|Proceeds from
    issuance of common stock                      | 131,930                    
|                                                                |                            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                       | 406,634                    
|                                                                |                            
|NET INCREASE (DECREASE) IN CASH                                 | 9,539                      
|                                                                |                            
|CASH, beginning of period                                       | 4,713                      
|                                                                |                            
|CASH, end of period                                             | $      14,252              
|                                                                |                            
|SUPPLEMENTARY DISCLOSURES
    OF CASH FLOW INFORMATION          |                            
|                                                                |                            
|Cash paid
    during the period for:                            |                            
|                                                                |                            
|Interest                                                        | $   323,501                
|Income taxes                                                    | $              
    -      
|                                                                |                            

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

---























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



















































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













































































REORGANIZATION



















































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

























the accounting acquirer and the historical financial statements prior to January 14, 2000
were those of Providential Securities. In the accompanying financial statements, the
capital structure and losses per share of Providential Securities have been retroactively
restated to reflect the acquisition as if it occurred at the beginning of the period. The
operations of Providential have been included with those of Providential Securities from
the acquisition date.



















































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



















































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



















































A wholly owned division of the Company, Provimex was formed on April 10, 2001 under the
name "Providential Imex", to focus on trade commerce with Vietnam. This division changed
its name to Provimex on July 5, 2001. The Company believes that its trade commerce
business will grow substantially as a result of the 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.













































































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.
This agreement was rescinded on May 6, 2003. The Company has received 3,000,000 shares of
Providential Holdings, Inc.'s stock back from SlimTech and will cancel the same.







































































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



























On November 20, 2002 the Company entered into an agreement to acquire 51% of the
outstanding common stock of Clear Pass, Inc., a Nevada corporation, in exchange for
$1,500,000 and 3,000,000 shares of restricted common stock of the Company. Under an
agreement with PASS21 Co, Ltd., a Korean corporation, Clear Pass had the licensing rights
to distribute and market PASS21 Co.'s biometric products in the US, Canada and Europe.
Besides a total of $175,500.00 investment into Clear Pass, the Company issued 3,000,000
shares of restricted common stock of the Company and a promissory note in the amount of
$1,324,500 to Clear Pass, Inc. This agreement between Clear Pass and the Company was
rescinded on May 9, 2003. The Company has received 3,000,000 shares of the Company's
restricted common stock back from Clear Pass, Inc. and has cancelled the $1,324,500.00
promissory note. Concurrently, the Company has set up a new  wholly-owned subsidiary under
the name of ClearPass, a DBA of Providential Holdings, Inc., to operate as an systems
integrator and provider of total biometric security and access management solutions. On
March 26, 2003 the Company signed a stock purchase agreement to acquire up to 51% of Real
ID Technology Co, Ltd., a Korean corporation, and plans to market Real ID Technology's
biometric products through the ClearPass subsidiary.  The stock purchase agreement with
Real ID Technology is expected to close on May 26, 2003.





































































In May 2003, the Company formed a new subsidiary under the name of Providential Capital to
provide financial products and services for the micro-small cap arenas and manages the
Company's proprietary merger and acquisition activities. Providential Capital will focus
its attention on the underserved segment of smaller companies in the US and abroad.





































































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 March 31, 2003 and
the results of its operations and cash flows for the periods ended March 31, 2003 and
2002.  The results of operations and cash flows for the nine month period ended March 31,
2003 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 nine-month period ended March 31, 2003
include the accounts of Providential Holdings, Inc., Provimex, Slimtech, Clearpass and
Providential Clearing, Inc., collectively referred to as the "Company". 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
March 31, 2003.  The Company does 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
- CONVERTIBLE PROMISSORY NOTES













































Convertible promissory notes of $1,750,000 consist 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 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.  The penalties, premium amount and
interest have been accrued in the accompanying consolidated financials in Accrued
Expenses.





















































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 March 31, 2003, an additional 2,532,057 shares of Company's common stock were issued to exercise the
repricing warrants relating to the notes converted during the year ended June 30, 2002.



















































During the period ended March 31, 2003, $425,000 of the notes and accrued interest and
other fees of $447,494, totaling $872,494 were converted to 363,637 shares of common
stock. The market value of the stock issued for the conversion was calculated and the gain
of $472,420 resulted from this note conversion was recorded as other income.  During the
period ended March 31, 2003, an additional 3,879,153 shares of Company's common stock were
issued to exercise the repricing warrants relating to the notes converted above.



























































NOTE 4
- LITIGATION



















































LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF MARCH 31, 2003:



















































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

























INC. ET AL.



















































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

























with the Orange County Superior Court, CA on October 31, 2000, Case No. 00CC13067 for
alleged breach of contract for damages in the sum of $75,000.00 plus pre-judgment
interest, costs incurred in connection with the complaint, and other relief. Without
admitting or denying any allegations, the Company reached a settlement agreement with the
Claimants whereby the Company would pay the Claimants a total of $62,500.00 plus $4,500.00
in administrative costs. As the date of this report, the Company has paid $8,000 and 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.



















































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 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.  This case was settled for $13,908, which has been accrued in
the accompanying consolidated financial statements.



















































ARBITRATION CASES



















































As of the date of this report, there are three closed arbitration cases totaling an unpaid
settlement amount of $54,505.





































































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 the end of the
quarter ended March 31, 2003, the Company already paid the balance











in full.



















































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.



















































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 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 2002 and 2001
periods, as such inclusion is anti-dilutive.



















































NOTE 6   STOCKHOLDER'S EQUITY



















































Common Stock:





































































During the period ended March 31, 2003, the Company issued 860,000 shares of common stock
for services amounting $38,000. The Company also issued 5,500,000 shares of stock options
ranging from $.05 to $.07 per Share, which were exercised. The Company recorded a
subscription receivable amount of $375,000 relating to the exercised stock options.



















































During the period ended March 31, 2003, 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 March 31, 2003, 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 March 31, 2003, $425,000 of the notes and accrued interest and
other fees of $447,494, totaling $872,494 were converted to 363,637 shares of common
stock. A gain of $472,420 resulted from these note conversions, which is included in other
income in the accompanying financial statements.



















































During the period ended March 31, 2003, 3,879,153 shares of Company's common stock were
issued to exercise the repricing warrants for the notes converted during the nine months
ended March 31, 2003.



















































PREPAID CONSULTING



























































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.



















































During January 2003 the Company signed two agreements with two individuals for consulting
services.  The consultants will consult the Company in identifying, locating and acquiring
various business opportunities for the Company for a period of two years through January 2005. The
Company issued 5,000,000 stock options to purchase the Company's common stock to
these consultants valued at $240,288 based upon the fair value of the stock
options at the grant date using the Black-Scholes option pricing model. The Company has recorded the stock
options issued to these consultants as prepaid fees.



















































The Company has amortized these prepaid consulting fees during the period ended March 31,
2003 for a total amortization cost of $627,524, resulting in total amortization of
$998,774 for the period from April 15, 2002 through March 31, 2003.



















































NOTE 7
- STOCK BASED COMPENSATION PLAN



















































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













































As the Company complies with Accounting Principles Board Opinion No. 25
"Accounting for
Stock Issued to Employees" in accounting for options issued to employees no compensation
expense has been recorded.  Had compensation costs for the Company's stock option plan
been determined based upon fair value at the grant date consistent with Statement of
Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting for Stock-Based
Compensation," the Company's net loss and loss per share as of March 31, 2003 would have
been as follows:















|Net loss as reported       | $  (1,627,698)        
|-------------------------- | ----------------------
|Net loss - pro forma       | $  (4,252,698)        
|Loss per share as reported | $          
    (0.03)
|Loss per share - pro forma | $          
    (0.08)















The weighted average fair value of options granted for the period ending March
31, 2003 is $.38. The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option pricing model.  The following assumptions were used for grants in
fiscal year 2001: risk-free rate of 6.0 percent; no expected dividend yield; expected
volatility of 540 percent; and an expected life of 5.4 years.





















































NOTE 8
- 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.



















































As of the date of this report, the company has received a total of 1.2 million shares of
Datalogic International.



















































INVESTMENT IN CLEAR PASS, INC.



















































On November 20, 2002 the Company entered into an agreement to acquire 51% of the
outstanding common stock of Clear Pass, Inc., a Nevada corporation, in exchange for
$1,500,000 and 3,000,000 shares of restricted common stock of the Company. Under an
agreement with PASS21 Co, Ltd., a Korean corporation, Clear Pass had the licensing rights
to distribute and market PASS21 Co.'s biometric products in the US, Canada and Europe.
Besides a total of $175,500.00 investment into Clear Pass, the Company issued 3,000,000
shares of restricted common stock of the Company and a promissory note in the amount of
$1,324,500 to Clear Pass, Inc. This agreement between Clear Pass and the Company was
rescinded on May 9, 2003. The Company has received 3,000,000 shares of the Company's
restricted common stock back from Clear Pass, Inc. and has cancelled the $1,324,500.00
promissory note. Concurrently, the Company has set up a new  wholly-owned subsidiary under
the name of ClearPass, a DBA of Providential Holdings, Inc., to operate as a systems
integrator and provider of total biometric security and access management solutions. On
March 26, 2003 the Company signed a stock purchase agreement to acquire up to 51% of Real
ID Technology Co, Ltd., a Korean corporation, and plans to market Real ID Technology's
biometric products through the ClearPass subsidiary.



































































JOINT VENTURE AGREEMENTS WITH HTV CO, LTD AND MIMI BAN





































































On January 15, 2001, the Company signed a Joint Venture Contract with LTV CO, Ltd, a
Vietnamese corporation, to form a joint
venture enterprise, namely Manna Technologies Joint Venture Company Limited
("Manna"). On March 21, 2001, Manna was granted the Investment License (No.
76/GP-KCN-DN) from the Board of Management of the Industrial Zones
Of Dong Nai Province, Vietnam, to set up a liquid crystal display (LCD) manufacturing
plant.



















































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 superseded all prior
agreements, arrangements and covenants, including but not limited to the Joint Venture Agreement between Boxo, Inc. and the Company dated January 4, 2001 and the Letter of
Intent between Boxo, Inc. and the Company dated December 20, 2000 and any amendment
thereof.



















































As of the date of this report there have been no manufacturing plants operating or has
been set-up. Due to the lack of funding, the Joint Venture Agreement between HTV CO, Ltd.
and the Company was rescinded on May 19, 2003.





































































INTERNATIONAL CENTER FOR TRAINING AND CONSULTING, VIETNAM'S

























MINISTRY OF TRADE



















































International Center for Training and Consulting (ICTC) is an organization under the
Ministry of Trade of Vietnam that promotes economics, trade, investment and training
activities between Vietnam and foreign organizations. Providential Holdings, Inc. and ICTC signed an agreement in March 2001 to cooperate in the areas of trade, economics, and
technology. ICTC is responsible for representing Providential Holdings in connection with
appropriate Vietnamese organizations, businesses, and individual businessmen and investors
in Vietnam. ICTC will also perform consulting services and provide information on various
economic, trade and investment projects as may be required by Providential.  Fees between
the parties will be negotiated on an as project basis.  As of the date of this report,
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 assist in the promotion and development
of this industrial and export processing zone.  In  May, 2001, the government of Vietnam
approved a $50 million infrastructure development program targeting the CLIZ.  
Chu Lai is centrally located near three Southeast Asian nations and is convenient to
Vietnam's Highway One, the Trans-Viet Railroad, an international port suitable for ocean-going ships and a major airport. Part of the overall plan that includes 27,000 acres, the
North Chu Lai Industrial Zone has set aside 740 acres for facilities engaged in paper
products, agricultural, maritime and forest products, consumer electronics, leather and
footwear manufacturing, food and beverage operations and glassware and crystal
fabrication.













Foreign investment entities approved for development projects in the Chu Lai Industrial
Zone enjoy opportunities to lease land at $0.001 per square foot/year, to secure 50-year
leases renewable for 20 years, plus exemptions from national and provincial land use
taxes, a 10-year income-tax holiday, and exemptions from export taxes from two to four
years, based on the size of the investment made.





























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.













































Chu Lai Industrial Zone's Web site address:

http://www.quangnam.gov.vn/viet/Chulai/chulai.html



























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 nine month period ended March 31, 2003, the Company
generated $61,800 revenue from this operation.





















































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



















































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. The Company discontinued its interest in PAS and recorded
its investment in PAS as a loss as of the quarter ended March 31, 2003.





































































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.



















































The Company currently continues to provide M&A advisory and consulting services to Lexor
International, Inc. with respect to its business combination plans.





































































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.



































































AGREEMENTS WITH 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. As of the day of this report, the Company has

























paid $34,000 to Nettel. This agreement was later rescinded on May 19, 2003. The Company
cancelled the afore-mentioned promissory notes and treated the $34,000 investment as a
receivable from Nettel.



















































On May 19, 2003 the Company entered into an agreement to provide merger and acquisition
consulting services to Nettel and to assist Nettel in its business combination plan with a
fully reporting publicly-traded company. According to the agreement, the Company will be
receiving 15% equity interest in the resulting company as compensation for its advisory
and consulting services.













































PROVIDENTIAL CAPITAL















In May 2003, the Company formed a new wholly-owned subsidiary under the name of
Providential Capital, a DBA of the Company, to provide financial products and services for
the micro-small cap arenas and manage the Company's proprietary merger and acquisition
activities. Providential Capital will focus its attention on the underserved segment of
smaller companies in the US and abroad.

















AGREEMENT WITH REAL ID TECHNOLOGY CO, LTD















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















Real ID Technology Co., Ltd, headquartered in Seoul, Korea, is a leader in fingerprint
authentication technology with a patented biometric authentication solution for e-commerce, mobile commerce, and physical access control.





















































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.



















































This equity line of credit was terminated on February 18, 2003 because the Company had not
made Form SB-2 registration Statement effective within the one hundred eighty (180) days
following the subscription date.













































































OFFICE SPACE LEASE



















































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



















































EQUIPMENT LEASES



















































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



















































NOTE 10- GOING CONCERN UNCERTAINTY















































As shown in the accompanying consolidated financial statements, the Company incurred a net
loss of $1,627,698 for the nine-month period ended March 31, 2003. As of March 31, 2003,
the Company had a negative working capital of $6.9 million and a shareholder deficit of
$7.2 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
March 31, 2003.  These factors, as well as the uncertain conditions that the Company faces
in its day-to-day operations, create an uncertainty as to the Company's ability to
continue as a going concern. The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going concern.



















































Management has taken action to strengthen the Company's working capital position and
generate sufficient cash to meet its operating needs through June 30, 2003 and beyond. The
Company also anticipates generating more revenue through its proposed mergers and
acquisitions. No assurances can be made that management will be successful in achieving
its plan.  The president and chairman of the Company has committed to funding the
Company's operations for the next 12 months.











































































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 law 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 March 31, 2003 and 2002 (Dollars in thousands):



















































|                                         | Third Qtr. 2003        |  | Third Qtr. 2002       
|---------------------------------------- | ---------------------- |  | ----------------------
|Revenues                                 | $               
    9 |  | $               
    -
|Cost of revenues                         | -                      |  | -                     
|Gross Profit                             | -                      |  | -                     
|Operating expenses                       | 306                    |  | 100                   
|                                         |                        |  |                       
|Income (Loss) from
    operations        | (297)                  |  | (100)                 
|Other income (expense)                   | (73)                   |  | (256)                 
|                                         |                        |  |                       
|Net loss before income taxes             | (370)                  |  | (356)                 
|Provision (benefit) for
    income taxes | -                      |  | -                     
|                                         |                        |  |                       
|Net loss                                 | $          (370)       |  | $        (356)        
|                                         |                        |  |                       



















































Revenues.  The company generated nine thousand dollars from consulting services for the quarter ended March 31, 2003 compared to zero revenues for the quarter ended March 31, 2002. Though the company has not been able to recognize revenues from
its acquisitions of ATC Technology Corp. and other targets due to delays in the audits of these entities, it anticipates substantial increases
in revenues in the next two quarters and beyond based on its current contracts and
commitments.































































































Operating expenses.  Operating expenses consisted primarily of professional fees
(accounting and legal), business consulting fees and facility rent.  The Company's
operating expenses increased from $100,372 for the three months ended March 31, 2002 to
$306,283 for the same period in 2003. The net increase was due to an increase of $255,983
in professional and consulting fees, offset by a decrease of $50,072 in general and
administrative expenses.



















































Loss from operations.  The Company's loss for the 3rd quarter of 2003 was $296,499, compared to a loss in the same period in 2002 of $100,372.  This is a difference of $196,127.  This increase was principally due to an increase
of $255,983 in professional and consulting fees, offset by a decrease of $50,072 in
general and administrative expenses.





















































Net Other income (expenses).  Net other expenses decreased from $255,373 for the three months ended March 31, 2002 to net other

























expenses of $73,105 for the three months ended March 31, 2003.  The change was principally due to a gain of $299,645 on settlement of debt, a decrease of $76,595 in interest expense, offset by a write-off of $175,000 on investment and a loss of $61,636 on sale of marketable securities.



















































Net loss. Net loss for the quarter ended March 31, 2003 was $369,604, compared to a net loss of $355,745 the same period in 2002. The 3.89% increase in net loss between
the two periods was principally due to an increase in professional and consulting fees,
realized loss on disposal of marketable securities, write-off of investment, offset by
gain on settlement of debt, decrease in general and administrative expenses, and decrease
in interest expense as discussed elsewhere in this report.

































































The following table sets forth certain information relating to the Company's operations for the nine months ended March 31, 2003 and

























2002 (Dollars in thousands):



|                                         | Nine Months 2003        |  | Nine Months 2002      
|---------------------------------------- | ----------------------- |  | ----------------------
|Revenues                                 | $               
    72 |  | $               
    -
|Cost of revenues                         | 57                      |  | -                     
|Gross Profit                             | 15                      |  | -                     
|Operating expenses                       | 1,181                   |  | 614                   
|                                         |                         |  |                       
|Income (Loss) from
    operations        | (1,166)                 |  | (614)                 
|Other income (expense)                   | (460)                   |  | (217)                 
|                                         |                         |  |                       
|Net loss before income taxes             | (1,626)                 |  | (831)                 
|Provision (benefit) for
    income taxes | 2                       |  | 1                     
|                                         |                         |  |                       
|Net loss                                 | $         (1,628)       |  | $        (832)        
|                                         |                         |  |                       















































































Revenues.  The company generated seventy-two thousand dollars from sales and
consulting services for the nine months ended March 31, 2003 compared to zero revenues for the same period ended March 31, 2002. Cost of revenues was $57,000 for the nine
months ended March 31, 2003.



















































Operating expenses.  Operating expenses consisted primarily of professional fees
(accounting and legal), business consulting fees and facility rent.  The Company's
operating expenses increased from $614,255 for the nine months ended March 31, 2002 to
$1,181,361 for the same period in 2003. The net increase was due to an increase of
$412,135 in professional and consulting fees and $162,251 in general and administrative
expenses.



















































Loss from operations.  The Company's loss for the nine months ended March 31, 2003 was $1,166,405, compared to a loss in the same period in 2002 of $614,255. This is a difference of $552,150.  The increase was principally due to an increase in
professional and consulting fees and in general and administrative expenses.



















































Net Other income (expenses).  Net other expenses increased from $217,362 for the nine months ended March 31, 2002 to net other

























expenses of $459,693 for the same period ended March 31, 2003.  The change was principally due to a write-off of $175,000 on investment, an increase in losses of $353,325 on sale of marketable securities, a decrease of $516,255 in other income, offset by a gain of $472,420 on settlement of debt.



















































Net loss. Net loss for the nine months ended March 31, 2003 was $1,627,698, compared  to a net loss of $832,417 the same period in 2002. The $796,081 increase in net loss
between the two periods was principally due to an increase in professional and consulting
fees, an increase in general and administrative expenses, realized loss on disposal of
marketable securities, write-off of investment, offset by gain on settlement of debt, and
a decrease in interest expense as discussed elsewhere in this report.



















































LIQUIDITY AND CAPITAL RESOURCES



















































The Company had cash and cash equivalents of $14,252 and $0 as of March 31, 2003 and March
31, 2002, respectively.























The Company's operating activities used $418,041 and $642,629 in the nine months ended
March 31, 2003 and March 31, 2002, respectively.



















































Cash provided by investing activities was $20,946 and $23,292 for the nine months ended
March 31, 2003 and March 31, 2002, respectively.



















































Cash provided by financing activities decreased from $605,117 in the  nine months ended
March 31, 2002 to $406,634 in the nine months ended March 31, 2003 primarily due to a
decrease in borrowings on notes payable.



















































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



Item 3. CONTROLS
AND PROCEDURES



The Company's Chief Executive Officer and Chief Financial Officer have concluded, based
on an evaluation conducted within 90 days prior to the filing date of this quarterly report on Form
10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as
to provide those officers the information necessary whether:







(i) this quarterly report on Form 10-QSB contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report on Form 10-QSB, and







(ii) the financial statements, and other financial information included in this quarterly
report on Form 10-QSB, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods
presented in this quarterly report on Form 10-QSB.



There have been no significant changes in the Company's internal controls or in other factors
since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could
significantly affect these internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.







































































































PART II. OTHER INFORMATION













































































Item 1.   LEGAL PROCEEDINGS













































































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













































































Item 2.   CHANGES IN SECURITIES



















































Not applicable, except as may be noted elsewhere in this

























report.



















































Item 3.   DEFAULTS UPON SENIOR SECURITIES



















































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



















































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



















































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













































































Item 5.   OTHER INFORMATION



















































Audit Committee





















































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



























































































Item 6.   EXHIBITS AND REPORTS ON FORM 8-K



















































Acquisition of ATC Technology Corp (incorporated by reference to the Company's Current Reports on Form 8-K/A, filed November 6, 2002, March 31, 2003 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     May 20, 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

























May 20, 2003





























































































































CERTIFICATION PURSUANT TO

























18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

























SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



















































In connection with the 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

























May 20, 2003

---

Exhibit 99.2

|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Henry Fahman provides the following
      certification.     I, Henry Fahman,
    President and Chairman of Providential Holdings, Inc.
      ("Company"), certify that:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                              
|2.                                                                                                                                                                                                                                                                              
|3.                                                                                                                                                                                                                                                                              
|4.                                                                                                                                                                                                                                                                              
|5.                                                                                                                                                                                                                                                                              

|a.     | All significant deficiencies
      in the design or operation of internal controls which could adversely
      affect the Company's ability to record, process, summarize and report
      financial data and have identified for the Company's auditors any material
      weaknesses in internal controls, and                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of my most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                                  

/s/ Henry Fahman

Henry Fahman

President and Chairman

|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Gene Bennett provides the following
      certification.     I, Gene Bennett, Chief
    Financial Officer of GSL Holdings, Inc.
      ("Company"), certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                      
|2.                                                                                                                                                                                                                                                                      
|3.                                                                                                                                                                                                                                                                      
|4.                                                                                                                                                                                                                                                                      
|5.                                                                                                                                                                                                                                                                      

|a.     | All significant deficiencies
      in the design or operation of internal controls which could adversely
      affect the Company's ability to record, process, summarize and report
      financial data and have identified for the Company's auditors any material
      weaknesses in internal controls, and                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of my most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                                  

/s/ Gene Bennett

Gene Bennett

Chief Financial Officer