U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB


(MARK ONE)

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

      EXCHANGE ACT OF 1934


      FOR THE FISCAL YEAR ENDED: JUNE 30, 2003


OR


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE

      SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD

              FROM _________ TO ________

 

COMMISSION FILE NO.

 

PROVIDENTIAL HOLDINGS, INC.

(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


NEVADA                                                                                                                                                13-3121128

(STATE OR OTHER JURISDICTION OF                                                                                   (I.R.S. EMPLOYER

INCORPORATION OR ORGANIZATION)                                                                               IDENTIFICATION NO.)


 

8700 WARNER AVENUE, SUITE 200, FOUNTAIN VALLEY, CA 92708

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



(714) 596-0244

ISSUER'S TELEPHONE NUMBER



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



NAME OF EACH EXCHANGE                TITLE OF EACH CLASS:

ON WHICH REGISTERED:

NONE                                                                       NONE


SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: NONE



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


                         YES [X] NO []


Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]


State the issuer's revenues for the fiscal year ended 6/30/2003: $1,448,435.00

 

The aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of October 13, 2003 was $9,721,357 based on a price of $0.119 per share.

 

The number of shares of Common Stock, $.04 par value per share, outstanding as of June 30, 2003 was: 71,253,119 shares (including 14,805,200 treasury shares).

 

Transitional Small Business Disclosure Format (check one):

YES [ ] NO [X]



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


THIS REPORT CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING AND ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN USED IN THIS REPORT, THE WORDS "BELIEVES," "PLANS," "ESTIMATES," "EXPECTS," "INTENDS," "ANTICIPATES," "MAY," "WILL," "SHOULD," "COULD," "FORTHCOMING," "UPCOMING" AND SIMILAR EXPRESSIONS, TO THE EXTENT USED, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON CURRENT EXPECTATIONS AND BELIEFS CONCERNING FUTURE EVENTS THAT ARE SUBJECT TO SUBSTANTIAL RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS SUGGESTED HEREIN. FACTORS THAT MAY CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THE COMPANY'S ABILITY TO DEVELOP AND SUCCESSFULLY MARKET THE PRODUCTS AND SERVICES DESCRIBED IN THIS REPORT (AND THE COSTS ASSOCIATED THEREWITH); THEIR ACCEPTANCE IN THE MARKETPLACE; TECHNICAL DIFFICULTIES OR ERRORS IN THE PRODUCTS AND/OR SERVICES; THE COMPANY'S CUSTOMER AND ACTIVE PROSPECT BASE CONTAINING A SUBSTANTIALLY LOWER NUMBER OF INTERESTED CUSTOMERS THAN THE COMPANY ANTICIPATES; THE FAILURE TO CONSUMMATE THE PENDING JOINT VENTURES AND ACQUISITIONS AT ALL (OR ON A TIMELY BASIS) DUE TO VARIOUS REASONS; DIFFICULTY INTEGRATING OR MANAGING MULTIPLE COMPANIES FROM TECHNOLOGY, OPERATIONAL AND MARKETING ASPECTS; THE SUCCESS (AND COST) OF NEW MARKETING STRATEGIES AS A RESULT OF MERGERS AND ACQUISITIONS; UNFAVORABLE CRITICAL REVIEWS; INCREASED COMPETITION (INCLUDING PRODUCT AND PRICE COMPETITION); ENTRANCE OF NEW COMPETITORS INTO THE MARKET; TIMING AND SIGNIFICANCE OF ADDITIONAL NEW PRODUCT AND SERVICE INTRODUCTIONS BY THE COMPANY AND ITS COMPETITORS; GENERAL ECONOMIC AND MARKET FACTORS, INCLUDING CHANGES IN SECURITIES AND FINANCIAL MARKETS; TECHNOLOGY OBSOLESCENCE, THE ADEQUACY OF WORKING CAPITAL, CASH FLOWS AND AVAILABLE FINANCING TO FUND THE COMPANY'S BUSINESS MODEL AND THE PROPOSED ACQUISITIONS OR INVESTMENTS ; AND OTHER RISKS AND UNCERTAINTIES INDICATED THROUGHOUT THIS REPORT AND FROM TIME TO TIME IN THE COMPANY'S RELEASES AND FILINGS INCLUDING WITHOUT LIMITATION FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.


As used in this report, the terms "we," "us," "our," the "Company" and "Providential Holdings" mean Providential Holdings, Inc. and the term "common stock" means Providential Holdings, Inc.'s common stock, $.04 par value per share (unless context indicates a different meaning).



PART I


ITEM 1. BUSINESS OVERVIEW


INTRODUCTION

 

Providential Holdings, Inc., ("PHI") a diversified holding company committed to increasing shareholder value through growth, focuses on selective technologies, financial services, international markets, and special situations.

 

Products and services include  mobile entertainment systems, information technology, identification technology, infrastructure development, telecommunications, trade commerce, and mergers and acquisitions, especially for companies in the U.S. and emerging overseas markets with high potential for growth.


The company's objective is to develop, operate and participate in selected businesses chosen to strategically utilize its existing and future distinctive competencies and generate attractive risk-adjusted rates of return for its shareholders and investors.


BACKGROUND


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


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


Since November 2000, the Company has reorganized its primary scope of business to the present form to focus on four main areas: (1)Technologies, (2) Financial services, (3) International markets, and (4) Special Situations.


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. The total gain resulting from the sale of Diva of approximately $1.2 million was considered in the allocation of the purchase price to the assets and liabilities of Providential. Included in the total gain of $1.2 million was Diva's net profit of $245,606 earned during the interim holding period from January 14, 2000 to June 30, 2000.


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 below.


SUBSIDIARIES:



ATC TECHNOLOGY CORP.

 

ATC Technology Corporation, established in 2001 as an Arizona corporation, manufactures mobile entertainment products, including VidegoTM and GamegoTM.  The VidegoTM, winner of the prestigious 2001 Innovation Engineering and Design Award from IDSA (Industrial Designers Society of America), is one of the finest and affordable car theater systems available to consumers. With its wireless viewing monitor, which attaches easily to the back of any automobile headrest, the patent-pending VidegoTM system provides consumers with the highest quality DVD and Video players and hours of entertainment while traveling.

 

Launched in 2002, the GamegoTM allows people of all ages the opportunity to play video games in the car, RV, SUV, van or boat by connecting our product to an existing Microsoft X-BoxTM, Sony Playstation2TM, or Nintendo GamecubeTM. Like the VidegoTM, the GamegoTM also has a viewing monitor which attaches easily to the back of any automobile headrest. Its portability enables video-gamers to take their favorite videogames out of the home and to the places they want to be.  ATC Technology Corporation currently sells both of these U.S. manufactured exciting products in the United States, Mexico, Canada, Denmark, Panama, and Great Britain. It is also selling direct to well-known car dealers such as: Land Rover, Mercedes Benz, Lexus, Ford, Honda and Toyota. The company soon expects to see its products on the shelves of major superstores throughout North America.

 

On August 23, 2002, the Company entered into a purchase agreement with ATC Technology Corp. 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 above-mentioned notes were later amended to bear an interest rate of 12% per annum and mature on December 31, 2003, and March 31, 2004, respectively.

 

The purchase agreement  was initially scheduled for closing on September 12, 2002, but was later re-scheduled to close on October 6, 2003. However, both parties have agreed to reset the final closing date to October 17, 2003 due to requirement for additional review of ATC's recent developments.


PROVIMEX DIVISION


Provimex is a wholly-owned division of the Company originally formed on April 10, 2001 under the name "Providential Imex", to focus on trade commerce with Vietnam. This division changed its name to Provimex on July 5, 2001. Provimex is engaged in exporting and importing of industrial and consumer goods. 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. Provimex only began to generate revenues from its import and export activities since August 2002.  For the fiscal year ended June 30, 2003, this division recorded $61,800 in sales.  Provimex recently signed an agreement with Vietnam-based CDI CO, Ltd., to export titanium from Vietnam and expects to increase its revenue though this operation and other new business developments.


PROVIDENTIAL CAPITAL


In May 2003, the Company formed a new wholly-owned subsidiary under the name of Providential Capital, a DBA 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 U.S. and abroad.

 

Providential Capital has recently advised and managed merger plan for Nettel Holdings, Inc. and Lexor Holdings, Inc. and is actively involved with new clients on an ongoing basis.


CLEARPASS

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 planned to market Real ID Technology's biometric products through the ClearPass subsidiary. The stock purchase agreement with Real ID Technology was later rescinded on August 26, 2003. ClearPass is in the process of developing its own biometric systems and forming alliance with existing biometric product manufacturers.

 

TOUCHLINK COMMUNICATIONS

A wholly-owned DBA of Providential Holdings, Inc, Touchlink Communications was formed on July 7, 2003 to provide point-of-sale (POS) terminals and prepaid calling cards to retailers, convenient stores  and non-profit organizations across the US. This POS system enables merchants and participating partners to offer prepaid products without purchasing or storing any inventory in advance.

Touchlink Communications has signed an agreement with KAGRO (Korean American Grocer Association) to provide pre-paid services to its network of 25,000 member stores in the US and Canada.  As of the date of this report, Touchlink Communications has not generated any revenues.

AGREEMENTS WITH NETTEL HOLDINGS, INC.

 

n March 13, 2002 the Company entered into a Letter of Intent to acquire a 51% common stock of Nettel Global Communication Corp. ("Nettel"), a Delaware corporation,  for a combination of $2,250,000 in cash and $250,000 in common stock of Providential Holdings, Inc. In addition, if Nettel's aggregate net profits for the twelve-month period commencing the closing of this transaction were equal or greater than the threshold amount of $2,500,000 then Nettel would be entitled to a dividend payment of fifty percent (50%) of any and all profits in excess of said threshold amount for the above-mentioned period.

 

On December 3, 2002 the Company entered into a Stock Purchase Agreement with 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 were not liquidated in their entirety after the penalty periods, the Company would 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. This agreement was later rescinded on May 19, 2003. The Company cancelled the afore-mentioned promissory notes and treated the total of $49,000 investment as of the end of June 30, 2003 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. On May 23, 2003 Nettle consummated a merger plan with Bio Standard Corp, a Florida corporation, and changed the name of the combined company to Nettel Holdings, Inc., a Florida corporation. The Company received 2,250,000 shares of common stock of Nettel Holdings, Inc. as compensation for its advisory and consulting services to Nettel.

 

Nettel provides long-distance telephony and VoIP (Voice-Over-Internet-Protocol) services to over 40 countries, owns a software development company (Entec Software) and operates an export and import division (Nettel Trading). Based on existing and pending contracts, Nettel expects combined revenues of the long-distance business, Nettel Trading and other divisions to exceed $100 million over the next twelve months.

 

AGREEMENTS WITH LEXOR INCORPORATED AND LEXOR HOLDINGS, 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 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. The Company has received 2,476,191 restricted shares of Lexor International Inc.'s common stock (after a seven-to-one reverse split and a subsequent ten-to-one reverse split) as a fee for its service.

 

The transaction between Pan American and Lexor was rescinded on October 23, 2002, after which Pan American changed its name to Grayling Wireless USA Inc. and effected a one-for-hundred reverse split. The Company currently holds 24,762 shares of common stock of Grayling Wireless but has not recognized the value of these shares on its books.

 

On September 26, 2003, Providential Capital, a wholly-owned DBA of the Company, entered into a new 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 Western Silver-Lead Corp, a Florida corporation. On September 29, 2003, Western Silver-Lead Corp. signed a definitive agreement to acquire 100% of Lexor in exchange for stock in Western Silver-Plead Corp. This transaction was closed on September 29, 2003 and Western Silver-Lead Corp's corporate name was changed to Lexor Holdings, Inc., a Florida corporation. According to the consulting agreement, Providential Capital received 1,500,000 shares of common stock of Lexor Holdings, Inc. (approximately 10% of the issued and outstanding shares) as compensation for its advisory and consulting services. 

 

Lexor International, Inc. is a leading manufacturer and supplier of premium pedicure spa products. The Company is positioned to provide other product lines to the US and international beauty care industry. Headquartered in Baltimore, Maryland, Lexor International, Inc. also operates its own manufacturing facilities in Vietnam, an emerging market with high potential for growth.

 

AGREEMENT WITH DATALOGIC INTERNATIONAL, 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 percent equity in the new company that would result from the consummation of the proposed merger between Datalogic Consulting, Inc. and Topclick International, Inc. The merger plan between Datalogic and Toplick was consummated on July 20, 2001. The fee for the merger and acquisition consulting services the Company performed resulted in 2,666,922 shares of Datalogic International, Inc. (the new name for Topclick International, Inc.). The Company has received and subsequently disposed of 1.2 million shares of Datalogic International.


STRATEGIC ALLIANCES:


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


International Center for Training and Consulting (ICTC) is an organization under the Ministry of Trade of Vietnam that promotes economics, trade, investment and training activities between Vietnam and foreign entities. PHI and ICTC signed an agreement in March 2001 to cooperate in the areas of trade, economics, and technology. ICTC is responsible for representing PHI 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 PHI. Fees between the parties will be negotiated on an as project basis.  As of the date of this report, there have been no projects completed.

 

AGREEMENT WITH CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

 

The Company has entered into an agreement with Chu Lai Industrial Zone (the "Chu Lai Zone") Authority, Quang Nam Province, Central Vietnam, to develop this industrial and export processing zone. On May 4, 2001, the government of Vietnam approved a $50 million infrastructure development program targeting the Chu Lai Zone. Construction began on May 18, 2001.

 

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.

 

According to this agreement, the Chu Lai Zone will provide the necessary infrastructure and the Company will be the manager organizing the different companies that will operate their businesses at this location.

 

MEMORANDUM OF AGREEMENT AND PRINCIPLE CONTRACT WITH VIETNAM'S CENTER OF TELECOM TECHNOLOGY

 

Center of Telecom Technology (CTT) is an organization under the National Center for Natural Science and Technology of Vietnam. Established in 1990, CTT's mission is to recruit and develop professionals in the areas of electronics, telecommunications, and information technology and to provide related products based on advanced technologies. One of CCT's largest customers is the Vietnamese Postal and Telecommunications Services. CTT also focuses on rural telecommunications in Vietnam.

 

On March 23, 2002, the Company entered into a Memorandum of Agreement and Principle Contract with the Center of Telecom Technology (CTT), Vietnam to cooperate in the areas of wireless access networks, consultancy services and other business ventures in Vietnam. The two parties will collaborate to form a joint venture enterprise or strategic alliances with appropriate Vietnamese entities to provide wireless access services to consumers, businesses and government organizations throughout Vietnam.

PENDING AGREEMENTS

 

LETTER OF INTENT AND AGREEMENT WITH VINET COMMUNICATIONS, INC.

 

In January 2001, the Company entered into a Letter of Intent to acquire a majority interest and ultimately 100% of Vinet Communications, Inc. ("Vinet") for a combination of cash and stock. In January 2003, the Company signed a Stock Purchase Agreement to acquire 51% of the total issued and outstanding common stock of Vinet for $400,000, of which $200,000 would be paid to a shareholder of Vinet and the balance would be applied to Vinet's working capital. As of the date of this report, this proposed transaction has not been consummated.

 

Established in 1996, Vinet Communications is a leading full-service IT solutions provider that furnishes web hosting, web design, software programming, project management and other IT services to both the ethnic and mainstream markets.

 

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 will include industrial garments, packaging products and accessories. No capital contribution has been made to date.

 

AGREEMENT WITH MEDICAL CAREER COLLEGE AND ATLANTIS CAREER COLLEGE

 

In May 2003, Providential Capital ("ProCap") entered into a business consulting agreement with Medical Career College and Atlantis Career College ("MCC") to provide Merger and Acquisition advisory services to MCC. According to this agreement, ProCap will be entitled to 15% equity interest in the combined company when and only if a merger between MCC and a fully reporting publicly-traded company is consummated. As of the date of this report no merger has been completed for MCC.

 

DISCONTINUED OPERATIONS AND ACQUISITIONS

 

PROVIDENTIAL CLEARING, INC.

 

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 had no operations and was dissolved in September 2002 by unanimous consent of the Board of Directors of the Company.

 

PROVIDENTIAL ADVISORY SERVICES, INC.

 

Providential Advisory Services, Inc. was formed in February 2000 as a California corporation. The Company purchased 60 percent of the outstanding shares of this entity in July 2001 for $1,000. The Company discontinued its interest in Providential Advisory Services in May 2003. As of the date of this report, there has been no revenues generated through this entity.

 

SLIMTECH

 

SlimTech was  a Nevada startup company that focused on the distribution of liquid crystal display (LCD) and consumer electronics products. Pursuant to a Stock Acquisition purchase agreement (the "Acquisition Agreement") on April 30, 2002, the Company exchanged 3,000,000 shares of newly issued common stock for

10,200,000 shares of the common stock of SlimTech, Inc., which constituted approximately 57% interest in SlimTech, Inc. The acquisition was approved by the

unanimous written consent of the Board of Directors on June 14, 2002.

 

In April 2002, this company received orders for 15" flat-panel computer monitors valued at more than $300,000,000 from a Chinese government unit and a California-based computer reseller. PHI retained the London Manhattan Company as the exclusive investment banker to secure the purchase order financing to fulfill these orders. However, no funding was available and as of the date of this report, SlimTech has not generated any revenues from these purchase orders.

 

This agreement was rescinded on May 6, 2003. The Company received 3,000,000 shares of Providential Holdings, Inc.'s stock back from SlimTech and cancelled  the same on October 1, 2003.

 

PROVIDENTIAL TECHNOLOGY, INC.

 

The Company purchased less than 10 percent of the outstanding shares of Providential Technology, Inc. This corporation was engaged in software development for financial service providers. The Company provided the initial funding of $165,000 for Providential Technology to develop a market-timing program and an online trading platform for equities. These projects were discontinued in October 2000 due to lack of additional funding. This investment has been recorded at no value and any funds invested into this corporation have been written off in the previously reported financials.

 

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 adverse economic conditions, the Joint Venture Agreement between HTV CO, Ltd. and the Company was rescinded on May 19, 2003.

 

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.  The proposed Closing was postponed to June 30, 2003 due to additional due diligence requirements. This transaction was mutually rescinded on August 1, 2003.

 

SPECIAL NOTE ON ACQUISITIONS

 

The Company is in the process of evaluating various opportunities and negotiating to acquire other companies and technologies. Acquisitions entail numerous risks, including difficulties in the assimilation of acquired operations and products, diversion of management's attention from other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies. We have limited experience in assimilating acquired organizations into our operations. Although potential synergy may be achieved by acquisitions of related technologies and businesses, no assurance can be given as to the Company's ability to integrate successfully any operations, personnel, services or products that have been acquired or might be acquired in the future. Failure to successfully assimilate acquired organizations could have a material adverse effect on the Company's business, financial condition and operating results.

 

STRATEGY

 

Providential Holdings' strategy is to:

 

      1. Identify, build, acquire and deploy valuable resources with distinctive competitive advantages;

 

      2. Identify, evaluate, participate and compete in attractive businesses that have large, growing market potential;

 

      3. Design and implement best-of-breed management systems; and

 

      4. Build an attractive investment that includes points of exit for investors through capital appreciation or spin-offs of business units.


ITEM 2. DESCRIPTION OF PROPERTIES

 

Property and equipment at June 30, 2002 consist of the following:

 

    Furniture and equipment:                     $107,005

    Automobiles:                                              81,103

                                                                      -----------

                                                                      $188,108

    Less: Accumulated depreciation          (164,480)

                                                                     ------------

    Net:                                                            $ 23,628

                                                               ==========

 

The Company depreciates its furniture, equipment and automobiles on a straight-line basis over an estimated useful life of 5 years.

 

Depreciation and amortization expense was $28,830 and $30,317 for the twelve ended June 30, 2003 and June 30, 2002, respectively.

 

 The Company currently leases its office space from the new owners at $4,263 per month.


ITEM 3. LEGAL PROCEEDINGS AND ARBITRATIONS

 

Other than as set forth below, the company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the company has been threatened. The majority of the legal proceedings and arbitration cases are related to the discontinued operations of Providential Securities, Inc.

 

LEGAL PROCEEDING SETTLED AND CLEARED AS OF YEAR END:

 

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 from Claimant. This note was amended on February 22, 2001 to mature on March 19, 2001. Henry D. Fahman repaid $25,000 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 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 D. Fahman has repaid a total of $45,000 toward the note.  This case was fully settled on June 30, 2003.  The Company has not accrued any amount relating to this case in the accompanying consolidated financial statements.

 

LEGAL PROCEEDING SETTLED AND UNPAID AS OF YEAR-END:

 

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

 

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

with the Orange County Superior Court, CA on October 31, 2000, Case No. 00CC13067 for alleged breach of contract for damages in the sum of $75,000.00 plus pre-judgment interest, costs incurred in connection with the complaint, and other relief. Without admitting or denying any allegations, the Company reached a settlement agreement with the Claimants whereby the Company would pay the Claimants a total of $62,500.00 plus $4,500.00 in administrative costs. As the date of this report, the Company has paid $2,500 and is subject to an entry of judgment for $79,000. 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

 

I n September 1997 Providential Securities, Inc. entered into a written Lease Agreement to lease certain items of equipment from Green Tree Vendor Services, in return for which Providential Securities, Inc. agreed to pay thirty-six monthly installments, each in the amount of $1,552. On or about September 12, 2000, and subsequently, Providential Securities, Inc. was unable to make the monthly payments to Claimant due to the lack of revenues following the interruption and subsequent closure of its securities brokerage operations. (See Note 3) Claimant filed a complaint for money with the Superior Court of the State of California, County of Orange (Case No. 01CC02613) on February 23, 2001 seeking $39,102 plus interest thereon at the legal rate from September 12, 2000. The claimant entered a judgment against Providential Securities, Inc., Henry Fahman and Tina Phan for $48,933. The judgment amount has been accrued in the accompanying consolidated financial statements.

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

 

Mingman Hu was a registered representative with Providential Securities, Inc. who served Claimant's investment account. Claimant filed a complaint with the Los Angeles County Superior Court, Northeast District on April 27, 2001 (Case No. G0027156) seeking compensatory damages in the amount of $11,609.11 plus 12% interest and emotional distress damages in excess of $50,000.00 for Mingman Hu's failure to honor her written agreement with Claimant. Mingman Hu was an independent contractor with Providential Securities, Inc. and was responsible for any alleged claims by Claimant. This case was settled for $13,908, which 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. (See Note 3) 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.

 

NGON VU VS. PROVIDENTIAL SECURITIES, INC.

 

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

 

VERIO VS. PROVIDENTIAL SECURITIES, INC.

 

On or about April 1, 2003, Verio, Inc. filed a judgment against Providential Securities, Inc., a wholly-owned subsidiary of the Company which was discontinued in October 2000, for a total of $9,140.94.  This sum consists of $6,800.00 for services allegedly rendered by Verio, Inc. to Providential Securities, Inc. in 2000 and $2,340.94 for legal costs.  Both amounts have been accrued in the accompanying consolidated financial statements.

 

PENDING LEGAL PROCEEDINGS:

 

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 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. Defendants are vigorously defending the case and have cross-claimed against the appropriate former management of JR Consulting, Inc. The sought amount of $500,000 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 retainer. 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 has accrued $50,000 relating to this case in Accrued Expenses in the accompanying consolidated financial statements since the original agreement with Mark Tow was for a total service fee of $75,000 and the Company has already paid $25,000 as a retainer to be offset against the total fees. As of the date of this report there has been no filing for arbitration by Mark Tow.

 

ARBITRATION CASES

 

During the fiscal year ended June 30, 2002, the arbitration case brought by Richard Shaffer against Providential Securities, Inc. was closed.  The total claim requested by the claimant of $100,000 plus interest was denied.  This amount was recorded as a gain on legal settlement in the financial statements since this mount had been accrued in the prior period.

 

During the fiscal year ended June 30, 2002, the arbitration case for Tam was never filed.  The prior year's accrued expense of $40,000 was reversed and the amount was recorded as a gain on legal settlement.

 

During the fiscal year ended June 30, 2003, the arbitration case brought by Mohammad Bagherbadi against Providential Securities, Inc. was closed.  The total claim requested of $81,849 was reversed and the amount was recorded as a gain on legal settlement.

 

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

 

          None.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

On June 29, 1995 Company's Common Stock began trading on the Over the Counter Bulletin Board (OTCBB) under the symbol "JRCI." Until December 12, 1999. Since December 12, 1999, the Common Stock was trading under the symbol "JRCIE." Following the corporate combination with Providential Securities, Inc. that was consummated on January 14, 2000, the Common Stock traded under the symbol "PRVH," until October 20, 2000 when it traded under the symbol "PRVHE" due to the delay in its filing of Form 10-KSB for the period ended June 30, 2000. The Company's stock was trading under the symbol "PRVH" on the OTC Pink Sheets from November 21, 2000 until April 3, 2002 when it was re-listed on the OTCBB. The following sets forth the high and low prices of the Company's Common Stock for the most recent month, most recent quarter and each quarter during the preceding two fiscal years.

 

The market for the Company's common stock is extremely limited and the prices for the Company's common stock quoted by brokers are not necessarily a reliable indication of the value of the Company's common stock.





Per Share Common Stock Prices by Quarter

For the Most Recent Month and Quarter

                                                                                                       High                          Low

 

     Month Ended September 30, 2003                                       0.110                        0.040

     Quarter Ended September 30, 2003                                      0.110                        0.040


Per Share Common Stock Prices by Quarter

     For the Fiscal Year Ended on June 30, 2003

                                                

                                                                                                       High                           Low

 

    Quarter Ended June 30, 2003                                                 0.115                          0.035

    Quarter Ended March 31, 2003                                              0.110                          0.030

    Quarter Ended December 31, 2002                                        0.155                          0.030

    Quarter Ended September 30, 2002                                       0.100                          0.035


 Per Share Common Stock Prices by Quarter

     For the Fiscal Year Ended on June 30, 2002

 

                                                                                                       High                             Low

 

     Quarter Ended June 30, 2002                                                0.850                            0.055

     Quarter Ended March 31, 2002                                             1.300                            0.050

     Quarter Ended December 31, 2001                                       1.000                            0.010

     Quarter Ended September 30, 2001                                      0.500                            0.010


Holders of Common Equity:

 

There are approximately 1,200 shareholders of record of the Company's common stock.

 

Dividends:

 

The Company has not declared or paid a cash dividend to common stock shareholders since the Company's inception. The Board of Directors presently intends to retain any earnings to finance company operations and does not expect to authorize cash dividends to common shareholders in the foreseeable future. Any payment of cash dividends in the future will depend upon the company's earnings, capital requirements and other factors.

 

The Company intends to issue share dividends from one or more of its subsidiaries to shareholders in the near future, subject to certain conditions.


 

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

Except for the audited historical information contained herein, this report specifies forward-looking statements of management of the Company within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 ("forward-looking statements") including, without limitation, forward-looking statements regarding the company's expectations, beliefs, intentions and future strategies. Forward-looking statements are statements that estimate the happening of future events and are not based on historical facts. Forward- looking statements may be identified by the use of forward-looking terminology, such as "could", "may", "will", "expect", "shall", "estimate", "anticipate", "probable", "possible", "should", "continue", "intend" or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in this report have been compiled by management of the Company on the basis of assumptions made by management and considered by management to be reasonable. Future operating results of the Company, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in this report represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In addition, those forward-looking statements have been compiled as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this report. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in this report are accurate and the company assumes no obligation to update any such forward-looking statements.

 

RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2003 AND JUNE 30, 2002

 

Revenues:

 

The Company generated $1,448,435 from sales and consulting services for the twelve months ended June 30, 2003, as compared to $602,000 for the year ended June 30, 2002, which represented 140.60% increase. The increase in revenues was due to the increase in advisory and consulting fees from merger and acquisition activities.

 

Operating Expenses:

 

The Company incurred total operating expenses of $1,884,917 for the year ended June 30, 2003 as compared to $1,066,365  for the year ended June 30, 2002. The increase in operating expenses was primarily due to the increase professional services, including non-cash compensation.

 

Loss from operations:

 

The Company incurred a loss from operations of $493,110 for the year ended June 30, 2003 as compared to a loss from operations of $464,365 as re-classified for the year ended June 30, 2002. This was mainly due to the increases in professional services, including non-cash compensation and in general and administrative expenses.

 

Net loss before income taxes:

 

The Company had a loss before taxes of $1,250,699 for the year ended June 30, 2003 as compared to a loss of $1,238,743 for the year ended June 30, 2002. The increase in net loss before income taxes was due to the increase in the loss on sale of marketable securities, offset by the decrease in impairment of assets and the gains on conversion of convertible notes.

 

Net loss:

 

The Company had a net loss of $1,056,939 for the year ended June 30, 2003 as compared to a net loss of $1,293,543 for the year ended June 30, 2002. The net loss based on the basic and diluted weighted average number of common shares outstanding for the year ended June 30, 2003 was ($0.02) as compared to that of ($.05) for the year ended June 30, 2002.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our business plan was restructured in November 2000 and has been updated to its now-current form. We must continue to raise capital to fulfill our plan of acquiring other companies and assisting in the development of those internally.  The Company expects that the working capital cash requirements over the next 12 months will be generated from operations and additional financing.

 

We had cash and cash equivalents of $96,474 and $4,700 as of June 30, 2003 and June 30, 2002, respectively. Our operating activities used $767,220 in the year ended June 30, 2003 and $711,600 in the year ended June 30, 2002. The largest use of cash in the 2003 period was from net loss from continued operations, offset by the net effect of normal fluctuations in operating asset and liability accounts. The largest use of cash in the 2002 period was from the net loss from continued operations, the increase in prepaid expenses and other assets, offset by the net effect of normal fluctuations in operating asset and liability accounts.

 

Cash provided in the 2003 period by financing activities of $835,000 was primarily from proceeds from sale of common stock, proceeds from exercise of stock options, and borrowings on notes payable offset by payments on notes payable and payments on advances from officer.

 

LOANS AND PROMISSORY NOTES

 

CONVERTIBLE PROMISSORY NOTES

 

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

 

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

 

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

 

During the year ended June 30, 2002, $225,000 of the notes and accrued interest and other fees of $183,695, totaling $408,695, were converted to 170,288 shares of Company's common stock. The market value of the stock issued for the conversion was calculated and a gain of $383,455 resulted from this note conversion was recorded as a gain on conversion of notes in the accompanying financial statements.

 

During the year ended June 30, 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 Company's common stock.  The market value of the stock issued for the conversion was calculated and a gain of $472,420 resulted from this note conversion was recorded as a gain on conversion of notes in the accompanying financial statements.  In addition, 8,726,425 shares of the Company's common stock were issued to exercise the repricing warrants relating to the notes converted.

 

PROMISSORY NOTES:

 

As of June 30, 2003, the Company has notes payable to International Mercantile Holding amounting $196,111. The notes are due in the year ended June 30, 2006. The Notes carries an interest rate equal to Labor plus 1%.

 

As of June 30, 2003, the Company has notes payable amounting $14,310 against acquisition of two automobiles. The notes are secured by auto, carry interest rate of 8.5%. $12,089 of the notes payable is due by June 30, 2004 and $2221 is due by June 30, 2005.

 

The Company has a note payable to a financial institution amounting $125,000. The note bears an interest rate of 8% and is past due.

Following is the maturity schedule of notes payable:

 

                        Year ended June 30:

                                               

                                      2004        $137,089

                                      2005            --

                                      2006        $196,011

 

SHORT TERM NOTES PAYABLE:

 

As of June 30, 2003, the Company has short term notes payable amounting $1,541,498 including accrued interest of $476,000. The notes are due to various parties, payable in the year ended June 30, 2004 and bear interest rate ranging from 6% to 20% per annum.

 

DUE TO PREFERRED STOCKHOLDERS AND OTHER CURRENT LIABILITIES:

 

The Company has classified $450,000 of preferred stock subscribed as a current liability payable to holders of preferred stock due to non compliance of preferred shares subscription agreement.

 

The dividend amount payable to holders of preferred stock amounting $165,055 at June 30, 2003 has been classified as other current liabilities.

 

EQUITY LINES OF CREDIT

 

During the year ended June 30, 2002, the Company secured a $20 million equity line of credit from Boston-based Dutchess Private Equities Fund, L.P. but this line of credit was terminated in June 2002 because the Company was unable to file a registration statement on time to draw down on the line.

 

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 was three

years. The amount the company could have received was dependent on the amount of free trading shares put in an escrow account or an effective registration statement.

 

The company could 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 agreed to pay a 2 percent fee on the total value of the equity line, 1 percent of which would 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.

 

This equity line of credit was terminated on February 18, 2003 because the Company did not make Form SB-2 registration Statement effective within the one

hundred eighty (180) days following the subscription date.

 

Our operations are currently financed through various loans. Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs. Among the actions taken, we will be filing a Form SB-2 Registration Statement to raise additional capital and to draw down on the equity line of credit noted above. We have also engaged the services of certain investment banking groups to arrange for senior debts, mezzanine financing and purchase order financing. In addition, the Company also anticipates generating more revenue through its proposed merger and acquisition activities. No assurance 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.

 

COMPANY'S PLAN OF OPERATION FOR NEXT 12 MONTHS

 

After the divestiture of its Diva subsidiaries in June 2000 and the discontinuance of its securities brokerage operations in October 2000, we have restructured and updated our primary scope of business to focus on the following areas: (1) PHI Technologies, (2) PHI Financial services, (3) PHI International markets, and (4) PHI Special Situations.


 

1) PHI Technologies:

 

ATC TECHNOLOGY CORP.

 

On October 6, 2003, the Company completed the acquisition of 100% of ATC Technology Corp. in exchange for $500,000 non-interest bearing notes and 4,000,000 shares of restricted common stock of the Company. ATC Technology Corporation, established in 2001 as an Arizona corporation, manufactures mobile entertainment products, including VidegoTM, GamegoTM and MoviegoTM.  The VidegoTM, winner of the prestigious 2001 Innovation Engineering and Design Award from IDSA (Industrial Designers Society of America), is one of the finest and affordable car theater systems available to consumers. With its wireless viewing monitor, which attaches easily to the back of any automobile headrest, the patent-pending VidegoTM system provides consumers with the highest quality DVD and Video players and hours of entertainment while traveling.

 

Launched in 2002, the GamegoTM gives people of all ages the opportunity to play video games in the car, RV, SUV, van or boat by connecting our product to an existing Microsoft X-BoxTM, Sony Playstation2TM, or Nintendo GamecubeTM. Like the VidegoTM, the GamegoTM also has a viewing monitor which attaches easily to the back of any automobile headrest. Its portability enables video-gamers to take their favorite videogames out of the home and to the places they want to be.

 

ATC Technology Corp. currently sells both of these U.S. manufactured products in the United States, Mexico, Canada, Denmark, Panama, and Great Britain. It is also selling direct to well-known car dealers such as: Land Rover, Mercedes Benz, Lexus, Ford, Honda and Toyota.

 

ATC Technology Corp. has recently received an order from Wal-mart USA and expects to increase its sale of these existing products as well as adding new ones in the near future.

 

CLEARPASS

 

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 planned to market Real ID Technology's biometric products through the ClearPass subsidiary. The stock purchase agreement with Real ID Technology was later rescinded on  August 26, 2003. ClearPass is forming alliance with other biometric manufacturers and developing its own products to provide security and access management solutions.

 

TOUCHLINK COMMUNICATIONS

 

A wholly-owned DBA of Providential Holdings, Inc, Touchlink Communications was formed on July 7, 2003 to provide point-of-sale (POS) terminals and prepaid calling cards to retailers, convenient stores  and non-profit organizations across the US. This POS system enables merchants and participating partners to offer prepaid products without purchasing or storing any inventory in advance.  Touchlink Communications has signed an agreement with KAGRO (Korean American Grocer Association) to provide pre-paid services to its network of 25,000 member stores in the US and Canada.

 

 

NETTEL HOLDINGS, INC.

 

On March 13, 2002 the Company entered into a Letter of Intent to acquire a 51% common stock of Nettel Global Communication Corp. ("Nettel"), a Delaware corporation,  for a combination of $2,250,000 in cash and $250,000 in common stock of Providential Holdings, Inc. In addition, if Nettel's aggregate net profits for the twelve-month period commencing the closing of this transaction were equal or greater than the threshold amount of $2,500,000 then Nettel would be entitled to a dividend payment of fifty percent (50%) of any and all profits in excess of said threshold amount for the above-mentioned period.

 

On December 3, 2002 the Company entered into a Stock Purchase Agreement with 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 were not liquidated in their entirety after the penalty periods, the Company would 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. This agreement was later rescinded on May 19, 2003. The Company cancelled the afore-mentioned promissory notes and treated the total of $49,000 investment as of the end of June 30, 2003 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. On May 23, 2003 Nettle consummated a merger plan with Bio Standard Corp, a Florida corporation,

and changed the name of the combined company to Nettel Holdings, Inc., a Florida corporation. The Company received 2,250,000 shares of common stock of Nettel Holdings, Inc. as compensation for its advisory and consulting services to Nettel.

 

Nettel provides long-distance telephony and VoIP (Voice-Over-Internet-Protocol) services to over 40 countries, owns a software development company (Entec Software) and operates an export and import division (Nettel Trading). Based on existing and pending contracts, Nettel expects combined revenues of the long-distance business, Nettel Trading and other divisions to exceed $100 million over the next twelve months.

 

    

    2) PHI Financial services:

 

The Company will continue to develop its financial services portfolio by building, acquiring and investing into companies that operate in this area, including M&A consulting services, investment advisory services, and banking and insurance services.

 

PROVIDENTIAL CAPITAL

 

In May 2003, the Company formed a new wholly-owned subsidiary under the name of Providential Capital, a DBA 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 U.S. and abroad.

 

    

    3) PHI International markets:

 

We currently focus on opportunities in and with Vietnam, China and Taiwan. These are the areas where we have most intimate knowledge and working relationships.

 

PROVIMEX DIVISION

 

Provimex is a wholly-owned division of the Company originally formed on April 10, 2001 under the name "Providential Imex", to focus on trade commerce with Vietnam. This division changed its name to Provimex on July 5, 2001. Provimex is engaged in exporting and importing of industrial and consumer goods.

 

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 the twelve months ended June 30, 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. Provimex will continue to work with CDI, Co. and other companies in Asia to advance its trade commerce business.

 

PROVIDENTIAL JVC

 

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 will include industrial garments, packaging products and accessories. The Company intends to terminate this agreement.

 

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 entities. PHI and ICTC signed an agreement in March 2001 to cooperate in the areas of trade, economics, and technology. ICTC is responsible for representing PHI 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 PHI. Fees between the parties will be negotiated on an as project basis. PHI intends to maintain its relationship and explore new business opportunities with ICTC.

 

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

 

The Company has entered into an agreement with Chu Lai Industrial Zone (the "Chu Lai Zone") Authority, Quang Nam Province, Central Vietnam, to develop this industrial and export processing zone. On May 4, 2001, the government of Vietnam approved a $50 million infrastructure development program targeting the Chu Lai Zone. Construction began on May 18, 2001.

 

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 theinvestment made.

 

The Company plans to be the manager organizing the different companies that will operate their businesses at this location.

 

CENTER OF TELECOM TECHNOLOGY, VIETNAM

 

Center of Telecom Technology (CTT) is an organization under the National Center for Natural Science and Technology of Vietnam. Established in 1990, CTT's

mission is to recruit and develop professionals in the areas of electronics, telecommunications, and information technology and to provide related products based on advanced technologies. One of CCT's largest customers is the Vietnamese Postal and Telecommunications Services. CTT also focuses on rural telecommunications in Vietnam.

 

On March 23, 2002, the Company entered into a Memorandum of Agreement and Principle Contract with the Center of Telecom Technology (CTT), Vietnam to cooperate in the areas of wireless access networks, consultancy services and other business ventures in Vietnam. The two parties will collaborate to form a joint venture enterprise or strategic alliances with appropriate Vietnamese entities to provide wireless access services to consumers, businesses and government organizations throughout Vietnam.

 

4) PHI Special situations:

 

By Special Situations we mean special opportunities that may generate significant value for our shareholders. The Company will continue to identify, evaluate and participate in such opportunities in the near term. Transactions falling under this category do not necessary fit into our technologies, financial services or international market initiatives.

 

LEXOR HOLDINGS, 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 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. The Company has received 2,476,191 restricted shares of Lexor International Inc.'s common stock (after a seven-to-one reverse split and a subsequent ten-to-one reverse split) as a fee for its service.

 

The transaction between Pan American and Lexor was rescinded on October 23, 2002, after which Pan American changed its name to Grayling Wireless USA Inc. and effected a one-for-hundred reverse split. The Company currently holds 24,762 shares of common stock of Grayling Wireless but has not recognized the value of these shares on its books.

 

On September 26, 2003, Providential Capital, a wholly-owned DBA of the Company, entered into a new 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 Western Silver-Lead Corp, a Florida corporation. On September 29, 2003, Western Silver-Lead Corp. signed a definitive agreement to acquire 100% of Lexor in exchange for stock in Western Silver-Plead Corp. This transaction was closed on September 29, 2003 and Western Silver-Lead Corp's corporate name was changed to Lexor Holdings, Inc., a Florida corporation. According to the consulting agreement, Providential Capital received 1,500,000 shares of common stock of Lexor Holdings, Inc. (approximately 10% of the issued and outstanding shares) as compensation for its advisory and consulting services.

 

Lexor International, Inc. is a leading manufacturer and supplier of premium pedicure spa products. The Company is positioned to provide other product lines to the US and international beauty care industry. Headquartered in Baltimore, Maryland, Lexor International, Inc. also operates its own manufacturing facilities in Vietnam, an emerging market with high potential for growth.

 

The Company intends to continue providing consulting and advisory services to Lexor Holdings, Inc. with respect to its further merger and acquisition plans, management, and other corporate activities.

 

 

FINANCIAL PLANS

 

Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its

operating needs through June 30, 2004 and beyond. Among the actions to be taken, the Company intends to raise additional capital from the US and international markets and is currently in the process of attaining additional financing. In addition, the Company also anticipates generating more revenue through its proposed mergers and acquisitions. No assurances can be made that management will be successful in achieving its plan.

 

ITEM 7. FINANCIAL STATEMENTS

 

INDEPENDENT AUDITORS' REPORT

 

To the Board of Directors and Stockholders

Providential Holdings, Inc.


We have audited the accompanying consolidated balance sheet of Providential Holdings, Inc. (a Nevada corporation) and subsidiaries as of June 30, 2003 and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years ended June 30, 2003 and 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Providential Holdings, Inc. and subsidiaries as of June 30, 2003, and the results of its consolidated operations and its cash flows for the years ended June 30, 2003 and 2002 in conformity with accounting principles generally accepted in the United States of America.

 

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a negative accumulated deficit and incurred losses in the years ended June 30, 2003 and 2002. These factors as discussed in Note 17 to the consolidated financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 17. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

As discussed on note 3 and 11 to the financial statements, the Company is subject to various law suits and during most recent NASD examination (July - August, 2000) of Providential Securities, Inc. (the wholly owned subsidiary), the NASD declared a net capital deficiency violation pursuant to conduct rules section 17 (a) 3 and 17 (a) 4. As a result of which, Providential Securities, Inc. withdrew the membership from the NASD in October 2000 and ceased its securities brokerage operations.


/s/ KABANI & COMPANY, INC.


CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California

October 6, 2003


PROVIDENTIAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

JUNE 30,2003

ASSETS

 

 

CURRENT ASSETS

 

 

Cash and cash equivalents

 $ 96,747

Marketable securities 1,102,335

 

Other current assets

                     3,300

 

 

Total Current Assets

                     1,202,382

 

 

 

 

PROPERTY & EQUIPMENT, net of accumulated depreciation of $164,481

23,627

 

 

 

                  $1,226,009  

 

 

 

 

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

CURRENT LIABILITIES

 

 

Accounts payable and accrued expenses

 $ 4,062,761

 

Convertible promissory notes

                1,100,000

 

Short-term notes payable

                1,541,498

 

Current portion of notes payable

                   137,089

 

Due to officer

                   146,916

Due to preferred stockholders 450,000

 

Other current liabilities

                   165,055

 

 

Total Current Liabilities

                7,603,319

 

 

 

 

NOTES PAYABLE

                    198,332

 

 

Total liabilities

                7,801,651

 

 

 

 

CONTINGENCIES

                           -

 

 

STOCKHOLDERS' DEFICIT

 

 

Preferred stock (Series I, Class A), $5.00 par value, 10,000,000 shares authorized, 90,000 shares issued and outstanding (Note 3)

                   -

 

Common stock, $.04 par value, 300,000,000 shares authorized, 61,253,119 shares issued and outstanding

                2,570,125

 

Treasury stock, 14,805,200 shares, $.04 par value common stock

                  (772,312)

Prepaid consulting fees (591,190)
Stock subscription receivable (244,660)

 

Additional paid-in capital

                5,393,054

Shares to be cancelled (120,000)

 

Accumulated other comprehensive loss

                  (408,004)

 

Accumulated deficit

             (12,402,655)

 

 

Total shareholders' deficit

               (6,575,642)

 

 

 

 $ 1,226,009


SEE THE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.



PROVIDENTIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

The Years Ended June 30,

 

 

 

2003

 

2002

REVENUES

 

 

 

 

Consulting and advisory fee income

 $ 1,386,635

 

 $ 602,000

  Furniture sales 61,800   -

 

 

Net Revenues

1,448,435

 

           602,000

Cost of sales - furniture 56,628   -
Gross Profit 1,391,807   602,000

OPERATING EXPENSES

 

 

 

 

Salaries and wages

                          -

 

               7,280

 

Professional services, including non-cash compensation

                          1,221,054

 

               626,878

 

General and administrative

663,863

 

432,207

 

 

Total Operating Expenses

          1,884,917

 

1,066,365

LOSS FROM OPERATIONS

(493,110)

 

(464,365)

OTHER INCOME (EXPENSE)

 

 

 

 

Interest expense

 (691,120)

 

(922,209)

 

Loss on sale of marketable securities

              (432,775)

 

              (9,155)

 

Impairment of assets

    (180,500)

 

(381,560)

 

Gain on sale of fixed assets

                      -

 

                 3,768

 

Gain on legal settlement

                  81,850

 

             140,000

  Gain on conversion of notes 467,212   383,455

 

Other income (expense)

                 (2,256)

 

11,323

 

 

Net Other Income (Expense)

(757,589)

 

(774,378)

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX

(1,250,699)

 

(1,238,743)

PROVISION FOR INCOME TAX

                       800

 

800

LOSS FROM CONTINUING OPERATIONS

(1,251,499)

 

(1,239,543)

GAIN ON DISPOSAL OF A SUBSIDIARY

                248,560

 

-

NET LOSS

(1,002,939)

 

(1,239,543)

DIVIDEND REQUIREMENT OF PREFERRED STOCK

(54,000)

 

(54,000)

NET LOSS APPLICABLE TO COMMON SHAREHOLDERS

(1,056,939)

 

(1,293,543)

 

OTHER COMPREHENSIVE (LOSS)/GAIN

 

 

 

 

      Unrealized loss on investments available for sale

(262,995)

 

               (366,820)

COMPREHENSIVE LOSS

$(1,319,934)

 

          $(1,660,363)

 

 

 

 

NET LOSS PER SHARE - BASIC AND DILUTED
Continued operations $(0.03) $(0.05)
Discontinued operations $0.01 $-
       Net loss $(0.02) $(0.05)

 

Weighted average number of shares outstanding - basic and diluted

42,858,502

 

      28,648,000

SEE THE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.


 



PROVIDENTIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

For the years ended June 30, 2003 and June 30, 2002

 

  Common Stock Treasury Stock Additional Paid-In Capital Stock Subscription Receivable Prepaid Consulting Fees Shares to be cancelled Other Comp Income/(loss) Accumulated Deficit Total Stockholders' Deficit
  Shares Amount Shares Amount
Balance at June 30, 2001 39,122,869 $1,564,915 (11,800,000) $(472,000) $3,317,651 $       - $                  - $                - $(150,189) $(10,052,173) $(5,791,796)
                       
Shares issued for services 3,710,000 148,400 - - 1,655,200 - (1,451,249) - - - 352,351
Shares issued for note conversion 170,288 6,812 - - 18,428 - - - - - 25,240
Issuance of common stock in exchange                      
     for acquisition 3,000,000 120,000 (3,000,000) (300,000) 176,700 - - - - - (3,300)
Shares received from officer - - (375,000) (28,875) - - - - - - (28,875)
Dividends declared on preferred stock - - - - - - - - - (54,000) (54,000)
Unrealized loss on marketable securities - - - - - - - - (366,820) - (366,820)
Net loss for the year - - - - - - - - - (1,239,543) (1,239,543)
                       
Balance at June 30, 2002 46,003,157 1,840,127 (15,175,000) (800,875) 5,167,979 - (1,451,249) - (517,009) (11,345,716) (7,106,743)
                       
Issuance of treasury stock - - 380,900 29,229 - - - - - - 29,229
Shares issued under repricing warrants 8,726,425 349,057 - - (349,057) - - - - - -
Shares received from officer - - (11,100) (666) - - - - - - (666)
Shares issued for note conversion 363,537 14,541 - - 385,532 - - - - - 400,073
Shares issued for services 1,160,000 46,400 - - 8,600 - - - - - 55,000
Stock options exercised 8,000,000 320,000 - - 180,000 (244,660) - - - - 255,340
Amortization of prepaid consulting fees - - - - - - 860,059 - - - 860,059
Unrealized loss on marketable securities - - - - - - - - 109,005 - 109,005
Cancellation of shares - - - - - - - (120,000) - - (120,000)
Net loss for the year - - - - - - - - - (1,056,939) (1,056,939)
                       
Balance at June 30, 2003 64,253,119 $2,570,125 (14,805,200) $(772,312) $5,393,054 $(244,660) $(591,190) $(120,000) $(408,004) $(12,402,655) $(6,575,642)
                       

SEE THE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.


 

PROVIDENTIAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30, 2003 and 2002

 

 

 

 

 

 

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss from continuing operations

$ (1,002,938)

   $ (1,239,543)

 

Adjustments to reconcile net loss from continued operations to

 

 

 

  net cash used in continued operating activities:

 

 

 

 

Gain on disposal of property

    -

         ( 3,768)

 

 

Legal settlement

            (81,850)

              (140,000)

 

 

Shares issued for service

55,000

             1,803,600

 

 

Loss on sale of marketable securities

432,775

              9,155

 

 

Depreciation

28,831

            30,317

 

 

Amortization of deferred revenue

(11,552)

          (125,000)

 

 

Allowance for bad debt

217,577

            -

    Loss on Investment 180,500 381,560

 

 

Beneficial conversion and registration penalty

400,073

           -

    Amortization of prepaid consulting fees 619,772 -
    Securities paid for consulting services - 103,000
    Securities received for consulting services (1,436,884) (486,820)
    Gain on settlement of debts (472,420) (383,455)
    Gain on disposal of subsidiary (248,560) -
    Shares issued for interest on convertible note 61,340 -

 

 

CHANGES IN OPERATING ASSETS AND LIABILITIES

                     

 

 

(Increase) decrease in prepaid expenses and other assets

                        29,371

           (1,761,168)

 

 

Increase (decrease) in accounts payable

55,442

            (506,868)

 

 

Increase (decrease) in accrued expenses

292,856

           1,548,700

 

 

Minority interest

-

                 128,560

 

 

Increase (decrease) in other liabilities

113,448

           (69,864)

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

(767,219)

(711,594)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Sale of fixed assets

-

                      4,268

 

Proceeds received from sale of marketable securities

24,243

           19,024

 

 

 

NET CASH PROVIDED BY INVESTING ACTIVITIES

24,243

          23,292

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from sale of common stock

657,908

           -

 

Proceeds from the exercise of stock options

          125,000

       -

 

Borrowings on notes payable

147,908

            594,277

 

Payments on notes payable

                     (70,225)

          (13,337)

  Borrowings from officer - 97,855

 

Payments on advances from officer

                     (25,581)

           -

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

835,010

       678,795

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

            92,034

         (9,507)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of period

4,713

           14,220

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of period

$ 96,747

 $ 4,713

 

 

 

 

 

 

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

     $ 35,585

 $ 15,394

 

 

 

Income taxes

     $          -

 $      800

 

 

SEE THE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

 

 


 P ROVIDENTIAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     

NATURE OF BUSINESS AND REORGANIZATION

 

Providential Holdings, Inc. ("PHI") was organized under the laws of the State of Nevada on June 8, 1982 under the name of JR Consulting, Inc. The company changed its name to Providential Securities, Inc., a Nevada corporation, on January 12, 2000, and 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.  Due to the results of a NASD examination, Providential Securities withdrew its membership and ceased its securities brokerage business in October 2000 .  (See Note 3)

 

REORGANIZATION

 

On October 28, 1999 PHI entered into a corporate combination agreement (the "Agreement") with Providential, whereby PHI acquired all the outstanding shares of Providential in exchange for 20,000,000 shares of PHI common stock.  The transaction was consummated on January 14, 2000. In addition, as a covenant under the Agreement, PHI was required to enter into an agreement to sell to Havilland Limited, all of the shares of Diva owned by PHI as well as to assign all of its rights, title and interest in an Option Agreement to Havilland Limited.  (The Option Agreement gave PHI the option to purchase additional shares of Diva's common stock at its $.001 par value in order for PHI to maintain at least a 65% interest in Diva's outstanding common shares.)  PHI's officers and directors resigned their positions and the shareholders of Providential assumed control of the two entities (together as "the Company"). The PHI shares are restricted against resale pursuant to the provisions of federal and state securities laws. Providential's shareholders of record as of the closing date owned approximately 75% of PHI's common stock.  The acquisition has been treated as a capital transaction in substance, rather than a business combination, and was deemed a "reverse acquisition" for accounting purposes.   Accordingly, Providential was the accounting acquirer and the historical financial statements prior to January 14, 2000 were those of Providential.  In the accompanying financials statements, the capital structure and losses per share of Providential have been retroactively restated to reflect the acquisition as if it occurred at the beginning of the period. The operations of PHI have been included with those of Providential from the acquisition date.

 

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

 

During February 2000 the Company formed a California corporation, Providential Clearing, Inc. as a vehicle to effectuate the purchase of a self‑clearing broker‑dealer and to operate a securities clearing firm.  As of June 30, 2003 this subsidiary has had no operations.

 

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 planned 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 back the 3,000,000 shares previously issued to SlimTech and has cancelled them subsequently.

 

On August 23, 2002, the Company entered into a purchase agreement with ATC Technology Corporation ("ATC"), an Arizona corporation, to purchase all the issued and outstanding shares of ATC.  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 180 days 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 $0.30, 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 $0.30. The purchase transaction with ATC has not been consummated as of June 30, 2003. 

 

On November 20, 2002 the Company entered into an agreement to acquire 51% of the outstanding common stock of Clear Pass, Inc. ("ClearPass"), a Nevada corporation, in exchange for $1,500,000 and 3,000,000 shares of restricted stock of the Company.  Under an agreement with PASS21 Co., Ltd., ("Pass21") a Korean corporation, Clear Pass had the licensing rights to distribute and market PASS21's biometric products in the United States, Canada, and Europe.  Besides a total of $175,500 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.  This agreement was rescinded on May 9, 2003.  The Company has received back the 3,000,000 shares previously issued to Clear Pass and subsequently cancelled the shares and the promissory note.  Concurrently, the Company has set up a new wholly-owned subsidiary under the name of ClearPass, a DBA of PHI, to operate as a systems integrator and provider of total biometric security and access management solutions. 

 

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 to manage the Company's proprietary merger and acquisition activities.  Providential Capital will focus its attention on the underserved segment of smaller companies in the United States and abroad. Providential Capital began providing merger and acquisition advisory services to its clients since the fourth quarter of the fiscal year ended June 30, 2003.

 

NOTE 2 ‑ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF CONSOLIDATION

 

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

 

CASH AND CASH EQUIVALENTS

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

 

MARKETABLE SECURITIES

 

The Company's securities are classified as available‑for‑sale and, as such, are carried at fair value. Securities classified as available‑for‑sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. The Company does not currently have any held‑to‑maturity or trading securities.

 

Unrealized holding gains and losses for available‑for‑sale securities are excluded from earnings and reported as a separate component of stockholder's equity. Realized gains and losses for securities classified as available‑for‑sale are reported in earnings based upon the adjusted cost of the specific security sold.

 

IMPAIRMENT OF LONG‑LIVED ASSETS

 

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

        

PROPERTY AND EQUIPMENT

 

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

 

DEPRECIATION AND AMORTIZATION

 

The cost of property and equipment is depreciated over the estimated useful lives of the related assets.  Depreciation and amortization of fixed assets are computed on a straight‑line basis.

 

NET EARNINGS (LOSS) PER SHARE

 

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted‑average number of common shares outstanding for the period.  Diluted EPS is based on the weighted‑average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period. Common stock equivalents have been excluded from the calculation of weighted‑average shares for purposes of calculating diluted earnings per share for 2002 and 2001; as such inclusion is anti‑dilutive. 

 


 

STOCK‑BASED COMPENSATION

 

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock‑Based Compensation". SFAS No. 123 prescribes accounting and reporting standards for all stock‑based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for stock issued to employees" (APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has elected to account for stock‑based compensation plans under the intrinsic value method and to disclose the pro forma amounts using the fair value method. 

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

 

REVENUE RECOGNITION

 

The Company recognizes its revenue in accordance with the Securities and Exchange Commissions ("SEC") Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). The Company recognized commission and fee revenue when the security transaction was complete and the commission or fee had been earned.  The Company recognizes other service income when the service has been completed.  Expenses are recognized in the period in which the corresponding liability is incurred.

 

ADVERTISING

 

The Company expenses advertising costs as incurred.

 

COMPREHENSIVE INCOME

 

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

 

INCOME TAXES

 

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

 

REPORTING OF SEGMENTS

 

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

   

PENSION AND OTHER BENEFITS

 

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

 

RISKS AND UNCERTAINTIES

 

In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its product on unsecured credit to most of its customers. Consequently, the Company's ability to collect the amounts due from customers is affected by economic fluctuations and each customer's ability to pay.

 

ACCOUNTING DEVELOPMENTS


In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangibles." SFAS No. 142 addresses the initial recognition, measurement and amortization of
intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination) and addresses the amortization provisions
for excess cost over fair value of net assets acquired or intangibles acquired in a business combination. The statement is effective for fiscal years beginning after
December 15, 2001, and is effective July 1, 2001 for any intangibles acquired in a business combination initiated after June 30, 2001. The Company had evaluated any
accounting effect arising from the recently issued SFAS No. 142, "Goodwill and Other Intangibles" on the Company's financial position. As a result, the Company wrote
off the Goodwill that was derived from the business acquisition during the fiscal year ended June 30, 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 had evaluated the accounting effect, arising from the recently issued SFAS No.
144 and recognized the loss on impairment of long-lived assets in the financial statements.


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 adoption of SFAS 145 did not have a material effect on the earnings or financial position
of the Company.


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 EITF 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 provisions of this statement are effective for exit or disposal activities that are initiated after
December 31, 2002 with earlier application encouraged.The adoption of SFAS 146 did not have a material effect on the earnings or financial position of the Company.

 

On January 1, 2002, the Company adopted Financial Accounting Standards Board Emerging Issues Task Force No. 01-14, "Income Statement Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses Incurred," ("EITF 01-14").  EITF 01-14 requires companies to characterize reimbursements received for out-of-pocket expenses incurred as revenue and to reclassify prior period financial statements to conform to current year presentation for comparative purposes.  The Company's "Services" revenues now include reimbursable out-of-pocket expenses and "Cost of services" expenses include the costs associated with reimbursable out-of-pocket expenses.  Prior to the adoption of EITF 01-14 the Company's historical financial statements recorded these expenses as net amounts in "Cost of services."  The adoption of EITF 01-14 did not have a significant impact on the services gross margin percentage and had no effect on net loss.

 

In November 2002, the FASB issued Interpretation No. 45, Guarantors' Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").  FIN 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit.  It also requires that at all times a company issues a guarantee, ANZA must recognize an initial liability for the fair market value of the obligations it assumes under that guarantee and must disclose that information in its interim and annual financial statements.  The initial recognition and measurement provisions of FIN 45 apply on a prospective basis to guarantees issued or modified after December 31, 2002.  The adoption of this requirement has not had a material effect on its financial position or results of operations.

 

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46").  FIN 46 clarifies the application of Accounting Research Bulletin No. 51 for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 applies to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  The adoption of the disclosure provisions of this statement did not have a material effect on its financial position or results of operations.

 

In March 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure."  This Statement 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, SFAS No. 148 amends the disclosure requirements of SFAS No. 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 Company does not expect to adopt SFAS No. 123.  The additional presentation requirements are not meaningful since few employee options were granted during the periods presented. The proforma information regarding net loss and loss per share, pursuant to the requirements of FASB 123 for the years end June 30, 2003 and 2002 have been presented in the note 15.

 

On April 30, the FASB issued FASB Statement No. 149 (SFAS 149), Amendment of Statement 133 on Derivative Instruments and Hedging Activities . SFAS 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities . SFAS 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The adoption of SFAS 149 does not have a material effect on the earnings or financial position of the Company.

 

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, ("SFAS No. 150").  SFAS No. 150 establishes standards for how an issuer classifies and measurers in its statement of financial position certain financial instruments with characteristics of both liabilities and equity.  In accordance with SFAS No. 150, financial instruments that embody obligations for the issuer are required to be classified as liabilities.  SFAS No. 150 shall be effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003.  The adoption of SFAS 150 does not have a material effect on the earnings or financial position of the Company.

 

 

RECLASSIFICATIONS

 

Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentation.

 

NOTE 3 - 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. The balance of unredeemed preferred shares has been reclassified as a current liability from the stockholder's deficit section on the accompanying consolidated financial statements.

 

NOTE 4 - IMPAIRMENT OF ASSETS

 

In May 2003, the Company wrote-off its investment in Clear Pass (see Note 5) and recorded a loss on impairment of $180,500.

 

The Company wrote off the fixed asset amounting $80,000 and receivables of $172,868 that deemed to be unrecoverable during the year ended June 31, 2002. The Company also wrote off $128,560 of goodwill, which was resulted from a business acquisition in the year ended June 30, 2002.  These were recorded as a loss on impairment of assets in the financial statement.

 

NOTE 5 ‑ INVESTMENTS

 

INVESTMENT IN CLEARPASS

 

On November 20, 2002 the Company entered into an agreement to acquire 51% of the outstanding common stock of Clear Pass, Inc. ("ClearPass"), a Nevada corporation, in exchange for $1,500,000 and 3,000,000 shares of restricted stock of the Company.  Under an agreement with PASS21 Co., Ltd., ("Pass21") a Korean corporation, Clear Pass had the licensing rights to distribute and market PASS21's biometric products in the United States, Canada, and Europe.  The Company invested $165,500 and $15,000 during the fiscal years ended June 30, 2003 and 2002. On May 9, 2003, the agreement with Clear Pass was rescinded and accordingly the balance of the investment of $180,500 was written off as an impairment of asset.

 

INVESTMENT IN SLIMTECH

 

On April 30, 2002, the Company consummated an agreement to acquire 51% equity interest in SlimTech, Inc., a Nevada corporation, in exchange for 3,000,000 shares of the Company's restricted common stock. On May 6, 2003, the agreement was rescinded and the shares were returned and cancelled, (see Note 1).  As a result, the Company wrote off its minority interest in the Company of $128,560 and cancelled the shares of common stock, a gain from disposal of subsidiary in the amount of $248,560 was recorded in the year ended June 30, 2003.

 

INVESTMENT IN PROVIDENTIAL TECHNOLOGY, INC.

 

The Company purchased less than 10 percent of the outstanding shares of Providential Technology, Inc.  This corporation was engaged in software development for financial service providers. The Company provided the initial funding of $165,000 for Providential Technology to develop a market‑timing program and an online trading platform for equities. These projects were discontinued in October 2000 due to lack of additional funding.  This investment has been recorded at no value and any funds invested into this corporation have been written off in the accompanying financials.

 

NOTE 6 ‑ MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE

 

Following is a summary of marketable equity securities classified as available for sale as of June 30, 2003:

 

                                                     Cost Basis                      Fair Value                 Accumulated

                                                                                                                               Unrealized Loss

                                                      ‑‑‑‑‑‑‑‑‑‑                             ‑‑‑‑‑‑‑‑‑‑                     ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Marketable securities              $1,510,309                         $1,102,305                      $408,004

 

The changes in net unrealized holding loss on securities available for sale that has been included as a separate component of stockholders' equity for the fiscal years ended June 30, 2003 and 2002 was a gain of $109,004 and a loss of $366,820, respectively.

 

During the fiscal year ended June 30, 2003, the Company sold 1,322,606 shares of Datalogic International which it held as marketable securities for $24,243 and recorded a realized loss of $432,775.

 

On June 9, 2003, the Company received 2,250,000 shares of Nettel Corporation as payment for advisory services and has been classified as consulting and advisory fee in the accompanying consolidated financial statements.  The stock was valued at $1,365,300 or $0.61 per share.  That market value at June 30, 2003 was $1,102,305.

 

 

NOTE 7 ‑ PROPERTY AND EQUIPMENT

 

Property and equipment at June 30, 2003 consist of the following:

    

     Furniture and equipment:                           $107,005

     Automobiles:                                                   81,103

                                                                                ---------

                                                                            $188,108

    Less: Accumulated depreciation:              (164,480)

                                                                               ---------

    Net:                                                                 $ 23,627

                                                                       =========

 

The Company depreciates its furniture, equipment and automobiles on a straight‑line basis over an estimated useful life of 5 years.

 

Depreciation expense was $28,830 and $30,317 for the fiscal years ended June 30, 2003 and 2002, respectively.

 

 

NOTE 8 ‑ DUE TO OFFICER

 

Due to officer, represents advances made by an officer of the Company, which are non‑interest bearing, unsecured and due on demand.  As on June 30, 2003, the total amount due to officer was $146,916. .

 

NOTE 9 LOANS AND PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES

 

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

 

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

 

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

 

During the year ended June 30, 2002, $225,000 of the notes and accrued interest and other fees of $183,695, totaling $408,695, were converted to 170,288 shares of Company's common stock. The market value of the stock issued for the conversion was calculated and a gain of $383,455 resulted from this note conversion was recorded as a gain on conversion of notes in the accompanying financial statements.

 

During the year ended June 30, 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 Company's common stock.  The market value of the stock issued for the conversion was calculated and a gain of $472,420 resulted from this note conversion was recorded as a gain on conversion of notes in the accompanying financial statements.  In addition, 8,726,425 shares of the Company's common stock were issued to exercise the repricing warrants relating to the notes converted.

 

PROMISSORY NOTES:

 

As of June 30, 2003, the Company has notes payable to International Mercantile Holding amounting $196,111. The notes are due in the year ended June 30, 2006. The Notes carries an interest rate equal to Labor plus 1%.

 

As of June 30, 2003, the Company has notes payable amounting $14,310 against acquisition of two automobiles. The notes are secured by auto, carry interest rate of 8.5%. $12,089 of the notes payable is due by June 30, 2004 and $2221 is due by June 30, 2005.

 

The Company has a note payable to a financial institution amounting $125,000. The note bears an interest rate of 8% and is past due.

 

Following is the maturity schedule of notes payable:

 

                         Year ended June 30

2004 $137,089
2005       -        
2006 $196,011
   

 

 

SHORT TERM NOTES PAYABLE:

 

As of June 30, 2003, the Company has short term notes payable amounting $1,541,498 including accrued interest of $476,000. The notes are due to various parties, payable in the year ended June 30, 2004 and bear interest rate ranging from 6% to 20% per annum.

 

DUE TO PREFERRED STOCKHOLDERS AND OTHER CURRENT LIABILITIES:

 

The Company has classified $450,000 of preferred stock subscribed as a current liability payable to holders of preferred stock due to non compliance of preferred shares subscription agreement.

 

The dividend amount payable to holders of preferred stock amounting $165,055 at June 30, 2003 has been classified as other current liabilities.

NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

The accounts payable and accrued expenses

at June 30, 2003 consist of the following:

 

      Accounts payable                                                   $  745,347

      Accrued salaries & payroll tax                               $   28,072

      Accrued interest                                                     $2,224,853

      Accrued legal                                                           $  945,625

      Accrued expenses -other                                       $  118,864

      Total                                                                         $4,062,761

 

NOTE 11 - LITIGATION

 

LEGAL PROCEEDINGS SETTLED AND UNPAID AS OF JUNE 30, 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 has accrued $84,000 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.  (See Note 15) 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 of $71,417 has been accrued in the accompanying consolidated financial statements.

 

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

 

Mingman Hu was a registered representative with Providential Securities, Inc. who served Claimant's investment account. Claimant filed a complaint with the Los Angeles County Superior Court, Northeast District on April 27, 2001 (Case No. G0027156) seeking compensatory damages in the amount of $11,609.11 plus 12% interest and emotional distress damages in excess of $50,000.00 for Mingman Hu's failure to honor her written agreement with Claimant. Mingman Hu was an independent contractor with Providential Securities, Inc. and was responsible for any alleged claims by Claimant. This case was settled for $13,908, which 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.  This case was settled on June 30, 2003 after proceeds from the sale of the pledged securities were paid to the Claimant.

 

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. This case was settled for $8,500 when the acknowledgment of satisfaction of judgment was filed on July 2, 2003.

 

ARBITRATION CASES

 

During the fiscal year ended June 30, 2002, the arbitration case brought by Richard Shaffer against Providential Securities, Inc., was closed.  The total claim requested by the claimant of $100,000 plus interest was denied.  This amount was recorded as a gain on legal settlement in the financial statements since this amount has been accrued in the prior period.

 

During the fiscal year ended June 30, 2002, the arbitration case for Tam was never filed. The prior year's accrued expense of $40,000 was reversed and the amount was recorded as a gain on legal settlement.

 

During the fiscal year ended June 30, 2003, the arbitration case brought by Mohammad Bagherabadi against Providential Securities, Inc., was closed.  The total claim requested of $81,849 was reversed and the amount was recorded as a gain on legal settlement.

 

PENDING LITIGATION:

 

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") r

elied on representation by the former management of JR Consulting, Inc., later changed to Providential Holdings, Inc., that the captioned shares were not free of all encumbrances and were issued for invalid consideration. Defendants are seeking a dismissal of the case and may cross-claim against the appropriate former management of JR Consulting, Inc. The sought amount of $490,898 has been accrued 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.

 

ARBITRATION CASES

 

The Company has several arbitration cases that are either pending or in preliminary stages against Providential Securities, Inc. relating to the daily trading operations of the Company.  The Company intends to defend each of the matters vigorously but may enter into a settlement where appropriate based on the specific allegations involved and the potential cost to defend the matter.  The total amount of damages sought by all the claimants of these cases is $57,105.  This amount has been accrued in the accompanying consolidated financial statements.

 

NOTE 12 ‑ INCOME TAXES

 

The Company's income tax provision in the current year represents mandatory state taxes for each corporation and some penalties and interest relating to late payments.

 

The reconciliation of income tax expense (benefit) computed at the U.S. Federal statutory rate to income tax expense (benefit) is as follows:

 

                                                                        June 30, 2003                         June 30, 2002     

                                                                          ‑‑‑‑‑‑‑‑‑‑‑‑‑‑                                ‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Tax at U.S. Federal statutory rates:              $  (359,000)                          $   (421,400)

 

State income taxes, net of federal effect:     $  ( 63,400)                           $   ( 74,400)

 

Change in valuation allowance:                    $  422,400                             $    495,800     

                                                                          ‑‑‑‑‑‑‑‑‑‑‑‑‑‑                             ‑‑‑‑‑‑‑‑‑‑‑‑‑-

                                                                            $             -                             $                -     

                                                                    ==============               ==============

 

As of June 30, 2003 the Company's deferred tax asset amounted to approximately $4.9 million, which relates primarily to NOL carryforwards.  The deferred tax asset for the year had a related valuation allowance in the same amount.

 

The Company had no significant deferred tax liabilities as of June 30, 2003.

 

As of June 30, 2003, the Company estimated the available NOL carryforwards to be approximately $12.4 million, subject to certain limitations, which will expire on various dates through 2023.

 

NOTE 13 - 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 2003 and 2002 periods, as such inclusion is anti-dilutive. 

 

                                                                          2003                               2002

                                                                            

    Basic and diluted net loss per share:

    Numerator:

          Net Loss                                           $(1,056,939)                $(1,293,543)

 

    Denominator:

 

          Basic and diluted weighted average

          number of common shares outstanding

          during the period:

                                                                       42,858,502                   28,648,000

                                       

    Basic and diluted net loss per share:        $  (0.02)                     $    (0.05)

                                                                 ============            ===========

 

NOTE 14 - STOCKHOLDER'S DEFICIT

 

Treasury Stock:

 

During November and December 2000, the Company issued 11.8 million shares of common stock to its treasury. These shares were issued at their par value of $.04 per share for a total amount of $472,000.  During fiscal year 2002, an additional 3,375,000 shares were added at a value of $328,875.  During fiscal year 2003, an additional 11,100 shares were added at a value of $666. During the year ended June 30, 2003, the Company settled a loan payable amount of $24,021 in exchange of 380,900 shares issued out of treasury with a value of $29,229 resulting in loss on settlement of debts of $5,208.

 

Common Stock:

 

Fiscal year ended June 30, 2002:

 

During the year ended June 30, 2002, the Company issued 170,288 shares of common stock for conversion of notes. The difference of $383,455 from the notes amounting $225,000 and accrued interest and other fees of $183,695 exchanged for the stock valued at market price of $25,240 was recorded as an extraordinary gain.

 

During the year ended June 30, 2002, the Company issued 3,000,000 shares of common stock for consulting service amounting $1,620,000. In addition, 710,000 shares of common stock were issued for consulting services amounting $183,600.  The Company issued 3,000,000 shares of common stock for acquisition of SlimTech, recorded at $300,000.

 

Fiscal year ended June 30, 2003:

 

During the year ended June 30, 2003, the Company issued 1,160,000 shares of common stock for services valued at $55,000.  The Company also issued stock options for 3,000,000 shares of common stock, at exercise price $0.05 per shares during the year ended June 30, 2003. The Company received $125,000 for exercise of 2,500,000 options of common stock at $0.05 per share. The Company recorded $25,000 as receivable for exercise of 500,000 options of common stock at $0.05 per share.

 

The Company also issued stock options for 5,000,000 shares of common stock, at exercise price $0.07 per shares during the year ended June 30, 2003. The Company received $130,340 for exercise of 1,862,000 options of common stock at $0.07 per share. The Company recorded $219,660 as receivable for exercise of 3,138,000 options of common stock at $0.07 per share.

 

The Company issued 8,726,425 shares of common stock for exercise of the repricing warrants for the notes converted during the years ended June 30, 2003.

 

During the year ended June 30, 2003, $425,000 of the notes and accrued interest and other fees of $447,494, totaling $872,494 were converted into 363,537 shares of common stock valued at $400,073 resulting in a gain of $472,420 from conversions of these notes.

 

In addition, the Company received back 3,000,000 shares of common stock valued at $120,000 from SlimTech when the agreement was rescinded in May.  As of June 30, 2003, the shares were not cancelled and classified as shares to be cancelled in the accompanying consolidated financial statements.  These shares were subsequently cancelled on October 1, 2003.

 

Prepaid Consulting:

 

On April 15, 2002, the Company signed an agreement with an unrelated third-party for consulting services.  The consultant will consult with the Company in identifying, locating and acquiring various business opportunities for the Company over a two year period.  The Company issued 3,000,000 shares of common stock to the consultant valued at $1,620,000 based upon the market value of the stock at the time of consummation of the agreement.  The Company has recorded the shares issued as a contra-equity account.

 

During the years ended June 30, 2003 and 2002, the Company has amortized $860,060 and $168,750 and has recorded these as an operating expense.

 

NOTE 15 - STOCK BASED COMPENSATION PLAN

 

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

 

During the year ended June 30, 2003, the Company granted stock options for 8,000,000 shares of common stock, at exercise price in range of $0.05 - $0.07. All 8,000,000 options were exercised during the year ended June 30, 2003. 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 June 30, 2003 would have been as follows:

 

Net loss as reported                           $ (1,056,938)

Net loss - pro forma                            $ (4,096,938)

Loss per share as reported                         $ (0.02)

Loss per share - pro forma                          $ (0.10)

 

The weighted average fair value of options granted for the period ending June 30, 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 16 - CONTRACTS AND COMMITMENTS

 

AGREEMENT WITH DATALOGIC CONSULTING, INC.

 

DataLogic Consulting, Inc., a Texas corporation, is an IT consulting firm and a SAS Institute Quality Partner. The Company has assisted Datalogic in connection with its merger plan with Topclick International, Inc. and other development strategies. On April 25, 2001, but effective April 18, 2001, Datalogic Consulting, Inc. and the Company entered into an agreement whereby the Company would receive 10% equity in the new company that would result from the consummation of the proposed merger between Datalogic Consulting, Inc. and Topclick International, Inc. The merger plan between Datalogic and Toplick was consummated on July 20, 2001. The Company received 2,666,922 shares of Datalogic International, Inc. (the new name for Topclick International, Inc.) as the fee for the merger and acquisition consulting services it has performed. This investment in Datalogic International, Inc. is carried on the financial statements of Providential Holdings, Inc. at its market value as of June 30, 2002 as a marketable security.  During the year ended June 30, 2003, the Company had sold all of the shares it owned in Data

L

ogic (see Note 6).   

 

JOINT VENTURE AGREEMENT WITH MIMI BAN

On November 27, 2001 by effective November 23, 2001, the Company signed a joint venture agreement with Mimi Ban, an individual, whereby Mimi Ban would transfer the liquid crystal display (LCD) technologies to Providential for the purpose of setting up and operating one or more LCD manufacturing plants in Vietnam. According to the joint venture agreement, Mimi Ban will share 30%, Providential Holdings, Inc. will share 60% and other business partners and investors, including HTV Co., Ltd., will share 10% of the net profits that will be generated from any and all LCD plant(s) that will be established in Vietnam and elsewhere as a result of this agreement. This joint venture agreement supersedes all prior agreements, arrangements and covenants, including but not limited to the Joint Venture Agreement between Boxo, Inc. and the Company dated January 4, 2001 and the Letter of Intent between Boxo, Inc. and the Company dated December 20, 2000 and any amendment thereof. As of the date of this report there have been no manufacturing plants operating or has been set-up. 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 there have been no projects completed and none are in process.

 

CHU LAI INDUSTRIAL ZONE, QUANG NAM PROVINCE, VIETNAM

 

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

 

PROVIMEX

 

A wholly-owned division of the Company originally formed on April 10, 2001 under the name "Providential Imex", to focus on trade commerce with Vietnam. This division changed its name to Provimex on July 5, 2001. The Company believes that its trade commerce business will grow substantially as a result of the imminent ratification of the Trade Agreement between Vietnam and the United States. During the year ended June 30, 2003 the Company generated $61,800 in revenue and $56,628 of cost of sales from this operation.

 

In December 2001, Provimex signed a Ky Ha Chu Lai Development and Investment Company, ("CDI") to supply certain consumer and industrial goods to CDI.  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.  As of the date of this report, Provimex has not shipped any goods to CDI 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 during 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. ("Lexor"), a Maryland corporation, and to assist Lexor in its business combination plan with in its business combination plan with Pan-American Automotive Corporation ("Pan-American"), 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's common stock, (after the 7 to 1 reverse split).  Pan-American changed its name to Lexor International, Inc. and again effectuated a 10:1 reverse split of its common stock on December 19, 2001.  This business combination plan between Lexor and Pan-American was later rescinded.  Pan-American changed its name to Grayling Wireless USA, Inc. ("Grayling".)  On January 16, 2003, Grayling effected a 200:1 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 the shares until a trading market value has been established for this stock.

 

EQUITY LINES OF CREDIT

The Company received a $20 million equity line of credit at the beginning of November 2001 with Boston-based Dutchess Private Equities Fund, L.P. The line of credit's term is three years. The amount the Company could receive was dependent on the amount of free trading shares put in an escrow account or an effective registration statement and certain other conditions. The Company could 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. If the Company received funds against this line of credit it would incur 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. The equity line of credit was terminated during the year ended June 30, 2002

 

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 could receive was dependent on the amount of free trading shares put in an escrow account or an effective registration statement.

 

The company could 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 agree d to pay a 2 percent fee on the total value of the equity line, 1 percent of which would 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.

 

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.

 

 

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 funds have 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. ("Nettel"), a Delaware corporation, whereby the Company would acquire 46.5% of the 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 in 90 days after closing.  On January 17, 2003, an Amendment to Stock Purchase Agreement was entered into between Nettel and the Company 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 a 2% penalty per month on any unpaid balances of the notes for a maximum period of 60 days after the respective maturity dates.  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.  This agreement was rescinded on May 19, 2003.  As of June 30, 2003, the Company had paid $57,348 to Nettel and has written this amount off as bad debt expense.

 

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 plans with a fully reporting publicly-traded company.  As of June 30, 2003, the Company received 2,250,000 restricted common shares of Nettel (note 6), and recorded consulting income of $1,365,300 on this transaction.

 

OFFICE SPACE LEASE

 

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

 

 

EQUIPMENT LEASES

 

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

 

NOTE 17‑ GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1 million for the year ended June 30, 2003. As of June 30, 2003, the Company had a negative working capital of $6.4 million and a shareholder deficit of $6.5 million. Since the main operating subsidiary Providential Securities, Inc. ceased its securities brokerage operations in October 2000, there has been no significant revenue stream for the Company. These factors, as well as the uncertain conditions that the Company faces in its day‑to‑day operations, create an uncertainty as to the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs through June 30, 2003 and beyond. The Company intends to raise additional capital and is currently in the process of attaining additional financing. In addition, the Company also anticipates generating more revenue through its proposed mergers and acquisitions.  (See Notes 18) No assurances can be made that management will be successful in achieving its plan.

 

NOTE 18 - SUBSEQUENT EVENT

 

Subsequent to June 30, 2003, the Company cancelled 3,000,000 shares issued to ClearPass, Inc. and 3,000,000 shares issued to Slimtech. (note 1).  Subsequent to June 30, 2003, the Company issued 5,141,748 for conversion of notes and 461,391 shares in connection with a letter of intent entered into a distributor agreement. In addition, the Company issued 16,906,473 to related parties for compensation and 700,000 shares for payment of notes, and 253,114 for repricing warrants and 2,781,435 shares to various parties for services.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

    None.

 

 

PART III

 

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

 

The following table sets forth certain information as of June 30, 2002, with respect to the Directors and Executive Officers of the Company.

              

NAME                                                     AGE                                           POSITION

Henry D. Fahman                                     50                         Chairman of the Board, President

       Tina T. Phan                                             36                         Director, Secretary and Treasurer

Gene Bennett                                            49                         Chief Financial Officer

Tam T. Bui                                                 43                         Chief Technology Officer

Thorman Hwinn                                        54                         Director

Robert W. Stevenson                             64                          Director

 

Directors are elected at the annual meeting of shareholders and hold office until the following annual meeting and until their successors are elected and qualified. All Executive Officers serve at the discretion of the Board of Directors.

 

Henry D. Fahman has been President and Chairman of the Board of Providential Holdings, Inc. since January 14, 2000. Mr. Fahman served as President and Chairman of the Board of Providential Securities, Inc. from its inception in October 1992 to October 2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance and economic analysis and policy, and has also attended Executive Education at Harvard Business School and Stanford University. Previously, he served as a Resettlement Coordinator for the United Nations High Commissioner for Refugees. Mr. Fahman is currently a member of the Board of Trustees of Union College of California and President of Providential Foundation, Inc., both of which are non-profit organizations. Mr. Fahman is the husband of Tina T. Phan, our Secretary and Treasurer and a member of our Board of Directors.

 

Tina T. Phan has been a Director and Secretary of the Company since January 2000 and was Vice President of Operations of Providential Securities, Inc. from 1995 to 2000. Mrs. Phan holds a B.S. in management information system from California State University, Los Angeles. Currently Mrs. Phan also serves as Treasurer of the Company and President of Providential Advisory Services, Inc., a California corporation. Mrs. Phan was employed by the World Relief Corporation from 1992 to 1995. Mrs. Phan is the wife of Henry D. Fahman.

 

Gene M. Bennett has been serving as Chief Financial Officer of the Company since November 2001.   Bennett, a CPA, has more than 20 years of experience as a chief financial officer, controller, professor and consultant and holds an MBA with honors from Michigan State University. He also attended law school at the University of Michigan and Coolidge. He has assisted firms in going public, in participating in mergers and acquisitions, and in forming strategic partnerships. He has served as Chief Financial Officer of many companies operating in various fields, including, ProCFO, Ltd., BBI Holdings, Inc., Argonaut Network Systems, Inc. He has served as Vice President of Finance for National Automobile Club of California, Certified Public Accountant for Gerbel&Butz Baugh, CPA in Michigan and also has been a professor of law and business, quantitative methods, audit, tax and cost accounting at University of Honolulu, California State University, Fullerton, and Chapman University.

 

Tam Bui has been serving as Chief Technology Officer of the Company since May 2002. Mr. Bui holds Bachelor and Master of Science degrees from the University of Minnesota and has attended continuing Education at the University of California, Los Angeles. He has over 18 years of experience with Honeywell, Inc. and TRW as Senior Production Engineer/Computer Application Engineer, Project Manager, Department Manager, Program Manager and Implementation Manager. His most recent responsibility has been the implementation of LAPD Emergency Command Control Communications Systems. He has a broad knowledge and experience in the areas of information technology, intranet/internet technology, inventory management, material resource planning, enterprise resource planning, human resource management, and international business. 

 

Thorman Hwinn has been a Director of the Company since June 30, 2001. Most recently he has held managerial positions for retailers catering to the Vietnamese-American community in California. From 1993 to 1994, he was Vice President of Vinusa Investment & Holding Company, a California corporation. From 1978 to 1987, he was a Professor with Vietnam's University of Finance, serving as Chief of the Mathematics Department. From 1970 to 1975, Mr. Hwinn was an economic specialist at the Cabinet level for the Vice Prime Minister's Office for Economic Development and a banking specialist with the Agricultural Development Bank, Vietnam. Thorman holds an MBA, a Master's Degree in Economics and Bachelor's degrees in philosophy, economics and mathematics.

 

Robert W. Stevenson has been a Director of the Company since June 2003.  Mr. Stevenson is a retired industrial executive with more than 30 years of experience in the corporate office of Esterline Technologies Corporation and its predecessors.  He served for 25 years in the roles of Executive Vice President and Chief Financial Officer.  Prior positions within the corporation included Controller, Secretary and Assistant Controller.  Prior to joining Esterline, Mr. Stevenson worked in several finance positions for The Boeing Company, Aerospace Group including as Chief, Financial Statements and Financials Planning for Aerospace.

 

Aside from business consulting, Mr. Stevenson spends most of his time supporting community activities.  He has been a member of the Mercer Island Presbyterian Chruch since 1965.  He has served on many boards and committees for the church including as a deacon and elder.  Currently he is representing the Presbytery of Seattle on the chaplaincy oversight board (The Pastoral Care and Education Board) at Harborview Hospital in Seattle, Washington.  In addition, he currently serves as a trustee of the Presbyterian Church (U.S.A.) Foundation and is a member of its Investment Committee; Trustee and Treasurer for Union College of California (Vietnamese Theological College, Westminster, CA); and he is Trustee and Treasurer of Sheldon Jackson College (in Sitka, Alaska).  Also, he is on the board of the Pacific Association for Theological Studies and Prosthetics Outreach Foundation (also Treasurer) in Seattle, Washington.  Over the years, he has been active in other community organizations and currently participates on several boards and committees of the YMCA of Greater Seattle.

 

The Company's securities are not registered under Section 12(g) of the Exchange Act. Accordingly, the Directors and Executive Officers of the Company are not required to file reports under Section 16(a) of that act.

 

 

ITEM 10. EXECUTIVE COMPENSATION

 

    (a) Any compensation received by officers, directors, and management personnel of the Company will be determined and approved from time to time by the Board of Directors of the Company as it deems appropriate and reasonable. Officers, directors, and management personnel of the Company will be reimbursed for any out-of-pocket expenses incurred on behalf of the Company.

 

Except for non-cash payments mentioned in the subsequent events of this report, there was no compensation paid to any officers of the Company during the year ended June 30, 2003.

 

    (b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the Company in the event of retirement at normal retirement date as there is no existing plan provided for or contributed to by the Company.

 

    (c) All members of the Company's Board of Directors, whether officers of the Company or not, may receive an amount yet to be determined annually for their participation in meetings of the Board and will be required to attend a minimum of four meetings per fiscal year. The Company reimburses all expenses for meeting attendance or out of pocket expenses connected directly with their Board participation.

 

   (d) 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 fully vested 14 million options under the Plan to officers, directors and employees at an exercise price of $.50 per share. All the options were exercisable on July 1, 2001 and would expire on December 31, 2002. On June 15, 2002, the Company extended the expiration date of these employee stock to 12/31/2005. As of the date of this report, there have been no options exercised and 7 million of these options have been forfeited.

 

                                               NUMBER OF

                                               SECURITIES                    % OF TOTAL

                                               UNDERLYING                  OPTIONS

                                               OPTIONS                          GRANTED TO

                                               GRANTED                        EMPLOYEES                 EXERCISE                EXERCISE               EXPIRATION

NAME                                    TO DATE                             TO DATE                       PRICE                         DATE                          DATE

       Henry D. Fahman

CEO and Chairman of          5,000,000                                 71.43%                           $.50                        7/01/2001                   12/31/2005

the Board

 

Tina T. Phan

Director/Treasurer                2,000,000                                28.57%                           $.50                        7/01/2001                  12/31/2005

& Secretary

 

The options contain no vesting provisions, but rather must be exercised by the end of 2005. They have not been exercised by the date of this report.

 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

        The following table sets forth information regarding the beneficial ownership of shares of the company's common stock as of October 13, 2003 (93,497,280 issued and outstanding, including 6,805,200 shares of treasury stock) by (i) all shareholders known to the company to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all directors and executive officers of the company, and as a group:

 

                                                     NAME AND ADDRESS OF                AMOUNT OF BENEFICIAL                  PERCENT OF

TITLE OF CLASS                      BENEFICIAL OWNER(1)                              OWNERSHIP                                        CLASS

 

Common Stock                                Henry D. Fahman,                                         17,955,328 (2),(3)                                  19.20%

                                                           8700 Warner Ave.,

                                                           Fountain Valley, CA 92708

 

Common Stock                                Tina T. Phan (4)                                              4,207,380                                              4.50%                

                                                           8700 Warner Ave.,

                                                           Fountain Valley, CA 92708

 

Common Stock                               Thorman Hwinn                                                  150,000                                                 (5)

 

Common Stock                                Shares of all directors and                            22,312,708                                           23.86%

                                                           executive officers as a group

                                                           (2 persons)

 

 

 

(1) Each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them

 

(2) Certain of these shares have been pledged to secure certain obligations of the company.

 

(3) Included within this total is 25,000 shares of convertible preferred shares of Providential Securities, Inc. which may be converted to common shares under the terms of a convertible promissory note issued by the company.

 

(4) Tina Phan is the wife of Henry Fahman.

 

(5) Less than 1%.

 

 

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Henry D. Fahman, Chairman and Chief Executive Officer of the Company, has from time to time made cash advances to the Company. The advances are unsecured, interest free and payable on demand

 

Certain of the officers and directors of the company are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office, or serve on a board of directors. As a result, certain conflicts of interest may arise between the company and its officers and directors. The company will attempt to resolve such conflicts of interest in favor of the company. The officers and directors of the company are accountable to it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling the company's affairs. A shareholder may be able to institute legal action on behalf of the company or on behalf of itself and other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts is in any manner prejudicial to the company.

 

 

PART IV

 

 

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8- K

 

 

EXHIBIT NO.                                              DESCRIPTION

 

 2.1                                                               Plan of Exchange between the company and Prima Eastwest

                                                                     Model Management, Inc. (incorporated by reference to Exhibit

                                                                     2 to the Form 8-K filed on March 1, 1996)

 

 2.2                                                               Corporate Combination Agreement between the company and

                                                                     Providential Securities, Inc., effective on January 14, 2000

                                                                     (incorporated by reference to Exhibit 10.12 to the Form 10-

                                                                     KSB filed on January 10, 2000).

 

 3.1                                                               Articles of Incorporation (1)

 

 3.2                                                               Amendment to Articles of Incorporation (incorporated by

                                                                     reference to Exhibit 3.1 of the Form 10-KSB for the fiscal

                                                                     year ended June 30, 1995).

 

 3.3                                                               Amendment to Articles of Incorporation (6)

 

 3.4                                                               Certificate of Amendment to Articles of Incorporation (6)

 

 3.5                                                               Bylaws, as amended (6)

 

 4.1                                                               Form of Series 1 Bridge Notes Purchase and Security

                                                                     Agreement between the Company and investors, dated March 27,

                                                                     2000 (6)

 

 4.2                                                               Form of Series 1 Bridge Note executed by the Company issued

                                                                     by the Company to Investors. (6)

 

 4.3                                                               Form of Common Stock Purchase Warrant issued by the Company

                                                                     to investors. (6)

 

 4.4                                                               Form of Re-pricing Warrant issued by the Company to investors. (6)

 

 4.5                                                               Form of Registration Rights Agreement between the company

                                                                     and investors, dated March 27, 2000 (6)

 

 4.6                                                               Form of Common Stock Purchase Warrant to be issued by the

                                                                     company to Sovereign Capital Advisors, LLC (6)

 

 4.7                                                               Form of Convertible Promissory Note issued by the Company to

                                                                     preferred shareholders of Providential Securities, Inc. (6)

 

 5.1                                                               Opinion Re Validity of Agreements (6)

 

10.1                                                              Benatone Exchange Agreement, with Creditors (2)

 

10.2                                                              Benatone Share Acquisition Agreement (for Weldnow

                                                                     Enterprise, Ltd.) (2)

 

10.3                                                              Benatone Share Acquisition Agreement (Dynedeem Limited) (2)

 

10.4                                                              Benatone Exchange Agreement (2)

 

10.5                                                              Benatone Asset Sale Agreement (2)

 

10.6                                                              Benatone Royalty Agreement (2)

 

10.7                                                              Benatone Consultancy Agreement (2)

 

10.8                                                              Benatone Deed (2)

 

10.9                                                              Autokraft Stock Purchase Agreement (3)    

 

10.10                                                            Autokraft Stock Subscription Agreement (3)

 

10.11                                                            Prima Agreement and Plan of Merger (4)

 

10.12                                                            Escrow Agreement between the company and Warshaw Burstein

                                                                     Cohen Schelsinger & Kuh, LLP, dated March 28, 2000. (6)

 

10.13                                                             Placement Agency Agreement between the company and Sovereign

                                                                      Capital Advisors, LLC, dated March 28, 2000. (6)

 

10.14                                                             Guaranty Agreement between Henry Fahman and SovCap Equity

                                                                      Partners, Ltd, dated March 28, 2000. (6)

 

10.15                                                             Pledge Agreement between Henry Fahman and SovCap Equity

                                                                      Partners, Ltd, dated March 28, 2000. (6)

 

10.16                                                             Partnership Purchase Agreement between the company and Holt

                                                                      + Collins, dated May 31, 2000. (6)         

 

10.17                                                             Memorandum of Agreement between DataLogic Consulting, Inc.

                                                                      and Providential Holdings, Inc., dated April 25, 2001. (5)

 

10.18.1                                                          Letter of Intent between Providential Holdings, Inc. and

                                                                      Epicenter, Inc., dated October 30, 2000. (5)

 

10.18.2                                                          Amendment to Letter of Intent between Providential Holdings,

                                                                      Inc. and Epicenter, Inc., dated November 30, 2000. (5)

 

10.18.3                                                          Amendment to Letter of Intent between Providential Holdings,

                                                                      Inc. and Epicenter, Inc., dated January 12, 2001. (5)

 

10.18.4                                                          Amendment to Letter of Intent between Providential Holdings,

                                                                      Inc. and Epicenter, Inc., dated June 26, 2001. (5)

 

10.18.5                                                          Amendment to Letter of Intent between Providential Holdings,

                                                                      Inc. and Epicenter, Inc., dated October 02, 2001. (5)

 

10.19                                                              Joint Venture Agreement between Providential Holdings, Inc

                                                                       and Boxo, Inc., dated January 1, 2001. (5)

 

10.20                                                             License of Manna Technologies Joint Venture Company, dated

                                                                      March 21, 2001. (5)

 

10.21                                                             Memorandum of Agreement between International Consulting and

                                                                      Training Center, Ministry of Trade, Vietnam and the Company,

                                                                      dated March 24, 2001. (5)

 

10.22                                                             Memorandum of Agreement among General Transportation Company

                                                                      No. 5, Chu Lai Industrial Zone and the Company, dated March

                                                                      25, 2001. (5)

 

10.23                                                             Letter of Intent between Providential Holdings, Inc. and

                                                                      Global Systems and Technologies, Corp. dated October 18,

                                                                      2001. (6)

 

10.24                                                             Letter of Intent between Providential Holdings, Inc. and

                                                                      Estate Planning and Investment Company dated November 7,

                                                                      2001. (6)

 

10.25                                                             Joint Venture Agreement between Providential Holdings, Inc.

                                                                      and Mimi Ban dated November 23, 2001. (6)

 

10.26                                                             Plan of acquisition of Nettel Global Communication Corp.

                                                                      (incorporated by reference to the Company's Current Report         

                                                                      on Form 8-K filed May 3, 2002).

 

10.27                                                             Joint Venture Agreement with Vietnam's Minh Hieu Joint Stock

                                                                      Company. (7)

 

10.28                                                             Memorandum of Agreement with HDT Enterprises, LLC dated

                                                                      March 15, 2002. (7)

 

10.29                                                             Memorandum of Agreement and Principle Contract with Vietnam's

                                                                      Center of Telecom Technology. (7)

 

10.30                                                             Stock Purchase Agreement with SlimTech, Inc. (incorporated

                                                                      by reference to the Company's Current Report on Form 8-K, filed

                                                                      May 1, 2002).

 

10.31                                                             Stock Purchase Agreement with ATC Technology Corp. (incorporated

                                                                      By reference to the Company's Current Report on Form 8-K,

                                                                      Filed September 17, 2002)

 

10.32                                                            Mutual Rescission of Stock Purchase Agreement with Nettel Global Communication Corp. (filed herewith).

 

10.33                                                            Business Consulting Agreement with Nettel Global Communication Corp. (filed herewith)

 

10.34                                                            Business Consulting Agreement with Medical Career College (filed herewith)

 

10.35                                                            Mutual Rescission of Stock Purchase Agreement with Slimtech (filed herewith).

 

10.36                                                            Mutual Rescission of Stock Purchase Agreement with Clear Pass, Inc. (filed herewith).

 

10.37                                                            Mutual Rescission of Joint Venture Agreement with HTV CO, Ltd. (filed herewith).

 

10.38                                                            Mutual Rescission of Stock Purchase Agreement with Real ID Technology (filed herewith).

 

10.39                                                            Business Consulting Agreement with Lexor Incorporated (filed herewith)

 

10.40                                                            Amended Closing Memorandum with ATC Technology Corp. (filed herewith)

 

16.1                                                               Notification of Change of Accountants, Kabani & Co.

                                                                      appointed (incorporated by reference to exhibits filed with

                                                                      Form 8-K/A, filed September 10, 2001)

 

17.1                                                               Resignation of Nhi T. Le as director and officer and

                                                                      appointment of Thorman Hwinn as Director (incorporated by

                                                                      reference to exhibits filed with Form 8-K, filed July 9, 2001)

 

21.1                                                               Subsidiaries of the Registrant

 

          (1) Incorporated by reference to the company's Registration

          Statement on Form S-18, declared effective August 10, 1982

          (SEC File No. 2-78335-NY), and to the company's Annual

          Report on Form 10-K for the fiscal year ended June 30, 1995.

 

          (2) Incorporated by reference to the company's Current

          Report on Form 8-K, dated September 7, 1995

 

          (3) Incorporated by reference to the Company's Current

          Report on Form 8-K/A, dated September 12, 1995.

 

          (4) Incorporated by reference to the Company's Current

          Report on Form 8-K, dated March 1, 1996.

 

          (5) Incorporated reference to Form 10KSB for the

          year ended June 30, 2000 filed October 16, 2001.

 

          (6) Incorporated by reference to Form 10KSB for the

          year ended June 30, 2001 filed December 17, 2001.

 

    

          (7) Incorporated by reference to Form 10QSB for the

          quarter ended March 31, 2002 filed May 14, 2002.

 

99.1                                                             Certifications in Accordance with Sections 302 and  906 of the Sarbanes-Oxley Act of 2002

 

Item 14.    Controls and Procedures

As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 15d-15 under the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that the information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

There have been no changes in internal control over financial reporting that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

 

 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

 

 

No annual report or proxy material has been sent to security holders nor are such materials anticipated to be sent, with the exception of this Annual Report on Form 10-KSB

 

 

SIGNATURES

 

        In accordance with Section 13 or 15 (d) of the Exchange Act, the Company caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

 

PROVIDENTIAL HOLDINGS, INC.

 

 

Date: October 10, 2002                                                                                                 By: /s/ Henry D. Fahman                    

                                                                                                                                         Henry D. Fahman, President

 

 

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

 

SIGNATURE                                                                  TITLE                                                                       DATE

 

 

/s/ Henry D. Fahman

HENRY D. FAHMAN                                       President/Chairman                                                  October 15, 2003

 

/s/ Thorman Hwinn

THORMAN HWINN                                                  Director                                                            October 15, 2003

 

/s/ Tina T. Phan

TINA T. PHAN                                                 Secretary/Treasurer/Director                                  October 15, 2003

 

/s/ Robert W. Stevenson

ROBERT W. STEVENSON                                         Director                                                           October 15, 2003

 

/s/ Gene Bennett

GENE BENNETT                                              Chief Financial Officer                                              October 15, 2003

 

 

 

 


Exhibit No. 10.32    Mutual Rescission of Stock Purchase Agreement with Nettel Global Communication Corp.


MUTUAL RESCISSION OF STOCK PURCHASE AGREEMENT



AND OF AMENDMENT TO STOCK PURCHASE AGREEMENT



 



               This Agreement of Mutual Rescission of a Stock Purchase Agreement and of an Amendment to Stock Purchase Agreement is made and entered into this 19 th   day of May 2003, by and between Providential Holdings, Inc., a Nevada corporation, (hereinafter referred to as "Providential") and Nettel Global Communication  Corp., a Delaware corporation, (hereinafter referred to as "Nettel"). 



 



               The parties recite and declare that: 



 



A.    On December 2, 2002, the parties entered into a Stock Purchase Agreement, which Agreement is attached hereto and marked Exhibit A. 



 



B.    On January 17, 2003, the parties entered into an Amendment to Stock Purchase Agreement, which Amendment is attached hereto and marked Exhibit B. 



 



C.    The parties to that Stock Purchase Agreement and Amendment and to this Agreement of Mutual Rescission desire to rescind the referenced Stock Purchase Agreement and Amendment to Stock Purchase Agreement.



 



               For the reasons set forth above, and in consideration of the mutual covenants of the parties hereto, the parties agree as follows: 



 



                    (1)    Nettel shall return to Providential two Promissory Notes in the amounts of $500,000 and $2,000,000, respectively, both of which were dated January 17, 2003; 



 



                    (2)    Nettel agrees to repay $34,000.00 to Providential three months from the signing of this Mutual Rescission;



 



                    (3)   Except as stipulated elsewhere in this Mutual Rescission, both  Providential and Nettel agree to protect, save, defend, indemnify, and hold harmless the other party from and against any and all expenses, damages, claims, suits, action, judgments, and/or costs whatsoever, including attorney's fees, arising out of, or in any way connected with any claim or action arising out this Agreement.



 


               The above-mentioned Stock Purchase Agreement and its Amendment are hereby rescinded as of this day first above written, and neither party shall have any further rights or duties thereunder except as stated above.


 



Dated: May 19, 2003                                           Dated: May 19, 2003

 



Providential Holdings, Inc.                                                         Nettle Global Communication Corp.



A Nevada corporation                                                                   A Delaware corporation



/s/Henry D. Fahman                                                                       /s/ Michael Nguyen



Henry D. Fahman, CEO                                                                  President



 

 

Exhibit No. 10.33    Business Consulting Agreement with Nettel Global Communication Corp.

        

 

 

BUSINESS CONSULTANT AGREEMENT

 

THIS BUSINESS CONSULTANT AGREEMENT ("Agreement") is made and entered into in duplicate this 1 st    day of May 2003, by and between Nettel Global Communication Corp., a Delaware corporation, ("Corporation"), and  Providential Capital, a DBA of Providential Holdings, Inc., a Nevada corporation ("Consultant").

 

RECITALS

 

A.   It is the desire of the Corporation to engage the services of the Consultant to consult with the Corporation regarding certain business opportunities available to the Corporation and other relevant matters relating to the business of the Corporation.

 

B.    It is the desire of the Consultant to so consult with the Board of Directors of the Corporation ("Board") and the officers of the Corporation concerning those matters.

 

C.  The parties desire that the Corporation retain the Consultant to consult with the Corporation and assist the Corporation in identifying, locating and, possibly, acquiring various business opportunities for the Corporation, including but not limited to a reverse merger with a fully-reporting publicly-traded company, further identification, introduction, and analysis of  prospective merger candidates, major investors and strategic alliances in the areas of investment banking, public relations, investor relations, as well as guidance in any other matters or special projects, business development, additional financing, corporate governance, and strategic planning that may be referred to the Company from time to time effective upon signing of this agreement, on the terms and subject to the conditions specified in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,

UNDERTAKINGS AND COVENANTS SPECIFIED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

 

1. Incorporation of Recitals. The recitals of this Agreement, specified above, by this reference, are made a part of this Agreement, as though specified completely and specifically at length in this Agreement.

 

2. Term of Agreement. The respective duties and obligations of the parties shall

commence on May 01 , 2003 ("Effective Date") and shall continue until terminated by either of the parties. In the event either party to this Agreement desires to terminate this Agreement, that party shall provide to the other party notice of that party's intention to terminate this Agreement, and which notice shall specify the date of termination of this Agreement; provided, however, that such date of termination shall not be sooner than 60 days after the date that such notice is given to such other party.

 

3. Confidential Information.

 

3.1 Definition of Confidential Information. As used in this Agreement, "Confidential Information" shall, subject to the provisions set forth at Section 3.2 of this

Agreement, include, but not be limited to, computer programs, software, source codes, computations, data files, algorithms, techniques, processes, designs, specifications, drawings, charts, plans, schematics, computer disks, magnetic tapes, books, files, records, reports, documents, instruments, agreements, contracts, correspondence, letters, memoranda, financial, accounting, sales, purchase and employment data, capital structure information, corporate organizational information, identities, names and addresses of shareholders, directors, officers, employees, contractors, vendors, suppliers, customers, clients and all persons and entities associated with the Corporation, information pertaining to projects, projections, assumptions and analyses, and all other data and information and similar items relating to the business of the Corporation and all other data and information and similar items relating to the Corporation of whatever kind or nature and whether or not prepared or compiled by the Corporation.

 

3.2 General Knowledge. Confidential Information, as that term is used in this Agreement, shall not include information which:

 

(a) is already known without restriction to the Consultant; or

(b) is or becomes publicly known as a result of no wrongful act of the Consultant;   or

(c) is received from a third party without restriction and without breach of this

Agreement; or

(d) is independently developed by the Consultant.

 

3.3. Non-Disclosure. The Consultant and the Consultant's representatives, heirs, successors, employees, assigns, attorneys, affiliates, agents and other representatives, as the case may be, and each of their shareholders, partners, directors, officers, employees, representatives, attorneys, and all other persons or entities acting by, through, under, or in connection with them, or any of them, shall not, directly or indirectly, divulge, disclose, disseminate, distribute, license, circulate, publish, use, sell or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized by the Corporation in advance in writing to receive such Confidential Information. The Consultant shall prevent disclosure of any Confidential Information to any third party and shall exercise the most stringent care and discretion in accordance with the Consultant's duty pursuant to this Agreement to prevent any such disclosure.

 

3.4. Ownership and Reproduction or Translation of Confidential Information. All Confidential Information is and shall remain the property of the Corporation and may not be reproduced, replicated, recreated, reconstructed, remanufactured, engineered, reverse engineered, copied, translated, compiled, interpreted or decompiled, in any manner whatsoever whether electronic, electromagnetic, electromechanical, mechanical, chemical or photographic without the prior written consent of the Corporation.

 

3.5. Removal and Return of Confidential Information. The Consultant shall only remove such original or reproduced, replicated or photocopied Confidential Information from the premises of the Corporation or any bailee or other place of repository as may be expressly permitted in advance in writing by the Corporation. The Consultant shall promptly return to the Corporation all Confidential Information upon the request of the Corporation and shall not retain any reproductions, replications, photocopies or other copies or renditions of any Confidential Information. The Consultant shall certify in writing to the Corporation that the Consultant has either returned or destroyed all such reproductions, replications, photocopies or copies or other

renditions.

 

3.6. Prohibition of Use. The Consultant shall not directly or indirectly make any use whatsoever of Confidential Information or of any feature, specification, detail or other characteristic contained in, or derived from, any Confidential Information, except as may be expressly authorized by the Corporation in writing.

 

3.7. Competitive Activities. Any unauthorized use, sale, licensing, marketing, transfer or disclosure of Confidential Information obtained by the Consultant, including information concerning the Confidential Information and any future or proposed activities by the Corporation or any of the Corporation's employees, associates, affiliates, agents, consultants or representatives, and the fact that those activities may be considered or in production, as well as any description of the features, specifications, or characteristics of those activities, shall constitute unfair competition and shall be a breach of this Agreement and of the Consultant's fiduciary duties to the Corporation. The Consultant shall not engage in any unfair competition with the Corporation at any time, whether during or following the completion of the term of this Agreement.

 

4. Consultations. The Consultant shall consult with the Board and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Corporation and other relevant matters relating to the business of the Corporation. Specifically, subject to those restrictions specified in Paragraph 8 it is anticipated that the Consultant shall (i) assist the officers of the Corporation in connection with certain delegated matters regarding the funding and capital requirements of the Corporation and (ii) introduce the Corporation to investment bankers, broker dealers, institutional investors and qualified prospective merger or acquisition candidates for purposes of allowing the Corporation to consider and, if appropriate, consummate and close certain mergers and acquisitions and other

opportunities. The provisions of this Agreement notwithstanding, the services of the Consultant to be provided pursuant to the provisions of this Agreement do not include investor relation services or the direct or indirect promotion of the Corporation's securities in any manner whatsoever.

 

5. Management Power of the Consultant. The business affairs of the Corporation and the operation of business of the Corporation shall be conducted by the officers and administrative staff and employees of the Corporation. It is the intention of the Corporation not to confer on the Consultant, and the Consultant shall not have, any power of direction, management, supervision or control of the administrative staff or other employees of the Corporation, or to otherwise be involved with the management of the business of the Corporation.

 

6. Authority to Contract. The Consultant shall have no power to, and the Consultant shall not, obligate the Corporation in any manner whatsoever to any contract, agreement, undertaking, commitment or other obligation.

 

7. Compensation. As consideration for the services to be provided by the Consultant to the Corporation pursuant to the provisions of this Agreement, on the Closing Date of the proposed merger between the Corporation and a fully-reporting publicly traded company the Corporation shall issue or caused to be issued to the Consultant fifteen percent (15%) of the newly-combined company's ("NewCo's") $.001 par value common stock, which shares shall be "restricted securities" pursuant to the provisions of Rule 144.  Consultant acknowledges that the receipt of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of receiving the Shares, including the total loss of its investment.

 

               Consultant understands that the issuance of the Shares is being made pursuant to an exemption from registration under state law and with the Securities and Exchange Commission afforded by Section 4(2) of the Securities Act of 1933 and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering. Consequently, the Shares are "restricted securities" as that term is defined under the federal securities laws and the materials submitted to Consultant have not been subject to the review and comment by the Staff of the Commission, the National Association of Securities Dealers, Inc. or any state securities regulators.  Consultant understands that it must bear the economic risks of receiving the Shares because the securities have not been registered under the Act, and therefore are subject to restrictions on transfer such that the securities may not be sold or otherwise transferred unless they are registered under the Act and any applicable state securities law or an exemption from such registration is available.

 

8. Registration Status of Consultant. The Consultant is not engaged in the business of effecting transactions in securities for the accounts of others. The Consultant is not registered with any agency as a broker-dealer, investment advisor or investment manager, and, as a result, is precluded by law from providing to the Corporation services which would be considered to be those of a broker-dealer, investment advisor or investment manager in connection with the placement, offer or sale of securities. In that regard, the Consultant shall not offer, offer to sell, offer for sale, sell, or induce or attempt to induce the purchase or sale of securities of the Corporation. None of the services to be provided by the Consultant pursuant to the provisions of this Agreement are intended to be or shall be construed as offering or selling securities, or providing investment, legal or tax advice.

 

9. Services of Consultant Not Exclusive. Subject to the provisions of Section 3.7 of this Agreement, the Consultant may represent, perform services for, and be employed by, any additional persons as the Consultant, in the Consultant's sole discretion, determines to be necessary or appropriate.

 

10. Legal and Equitable Remedies. Because of the uniqueness of the services to be performed by the Consultant for the Corporation pursuant to the provisions of this Agreement, and because the Consultant's reputation as a business and financial consultant may be affected by the financial success or failure or the Corporation, in addition to the other rights and remedies that the Consultant may have for a breach of this Agreement, the Consultant shall have the right to enforce this Agreement, and all of its provisions, by injunction, specific performance or other relief in a court of equity. If any legal action is necessary to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.

 

11. Relationship Created. The Consultant is not an employee of the Corporation for any purpose whatsoever, but is an independent contractor. The Corporation is interested only in the results obtained by the Consultant, who shall have the sole and exclusive control of the manner and means of performing pursuant to this Agreement. The Corporation shall not have the right to require the Consultant to collect accounts, investigate customer or shareholder complaints, attend meetings, periodically report to the Corporation, follow prescribed itineraries, keep records of business transacted, make adjustments, conform to particular policies of the Corporation, or do anything else which would jeopardize the relationship of independent contractor between the Corporation and the Consultant. All expenses and disbursements, including, but not limited to, those for travel and maintenance, entertainment, office, clerical and general administrative expenses, that may be incurred by the Consultant in connection with this Agreement shall be borne and paid wholly and completely by the Consultant, and the Corporation shall not be in any way responsible or liable therefor.

 

12. Indemnification. Each party shall save the other party harmless from and against and shall indemnify the other party for any liability, loss, costs, expenses, or damages however caused by reason of any injury (whether to body, property, or personal or business character or reputation) sustained by any person or to any person or to property by reason of any act, neglect, default, or omission of such party or any of such party's agents, employees, or other representatives, and, such party shall pay any and all amounts to be paid or discharged in case of an action or any such liability less costs, expenses, or damages. If either party is sued in any court for damages by reason of any of the acts of the other party referred to in this paragraph, such other party shall defend said action (or cause same to be defended) at such other party's own expense and shall pay and discharge any judgment that may be rendered in any such action; if such other party fails or neglects to so defend in said action, the party sued may defend the same and any expenses, including reasonable attorneys' fees, which such party may pay or incur in defending said action and the amount of any judgment which such party may be required to pay as a result of said action shall be promptly reimbursed upon demand.

 

13. Governmental Rules and Regulations. The provisions of this Agreement and the relationship contemplated by the provisions of this Agreement are subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction of that relationship.

 

14. Notices. All notices, requests, demands or other communications pursuant to this Agreement shall be in writing or by telex or facsimile transmission and shall be deemed to have been duly given (i) on the date of service, if delivered in person or by telex or facsimile transmission (with the telex or facsimile confirmation of transmission receipt serving as confirmation of service when sent and provided telexed or telecopied notices are also mailed by first class, certified or registered mail, postage prepaid); or (ii) 48 hours after mailing by first class, registered or certified mail, postage prepaid, and properly addressed as follows:

 

If to the Corporation:                                                            Nettel Global Communication Corp.

2500 Columbia House Blvd
Vancouver, Washington 98660
Telephone: 360-696-3412
Fax: 503-210-0279

                                            

 

 

If to the Consultant:                                               Providential Capital

8700 Warner Avenue, Suite 200

Fountain Valley, CA 92708

Telephone: (714) 596-0244

Facsimile Machine: (714) 596-0302

 

or at such other address as the party affected may designate in a written notice to such other party in compliance with this paragraph.

 

15. Entire Agreement. This Agreement is the final written expression and the complete and exclusive statement of all the agreements, conditions, promises, representations, warranties and covenants between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes all prior or contemporaneous agreements, negotiations, representations, warranties, covenants, understandings and discussions by and between and among the parties, their respective representatives, and any other person, with respect to the subject matter specified in this Agreement. This Agreement may be amended only by an instrument in writing which expressly refers to this Agreement and specifically states that such instrument is intended to amend this Agreement and is signed by each of the parties.

 

16. Number and Gender. Whenever the singular number is used in this Agreement, and when required by the context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa; and the word "person" shall include corporation, firm, trust, estate, joint venture, governmental agency, sole proprietorship, political subdivision, company, congregation, organization, fraternal order, club, league, society, municipality, association, joint stock company, partnership or other form of entity.

 

17. Execution in Counterparts. This Agreement may be prepared in multiple copies and forwarded to each of the parties for execution. All of the signatures of the parties may be affixed to one copy or to separate copies of this Agreement and when all such copies are received and signed by all the parties, those copies shall constitute one agreement which is not otherwise separable or divisible.

 

18. Choice of Law and Consent to Jurisdiction. All questions concerning the validity, interpretation or performance of any of the terms, conditions and provisions of this Agreement or of any of the rights or obligations of the parties, shall be governed by, and resolved in accordance with, the laws of the State of California.

 

19. Assignability. Neither party shall sell, assign, transfer, convey or encumber this Agreement or any right or interest in this Agreement or pursuant to this Agreement, or suffer or permit any such sale, assi