SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                           PROVIDENTIAL HOLDINGS, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                                     ------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-3121128
                                   ----------
                      (I.R.S. Employer Identification No.)


       8700 Warner Avenue, Fountain Valley, California 92708; 714.849.1577
      --------------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                          Business Consultant Agreement
                                with Min Duk Hyun
                      -------------------------------------
                            (Full Title of the Plan)

                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                     (Name and Address of Agent for Service)

                                  949.660.9700
                                  ------------
          (Telephone Number, including Area Code, of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
========================================================================================================
       Title of securities            Amount       Proposed maximum    Proposed maximum      Amount of
         to be registered             to be         offering price        aggregate         registration
                                  registered(1)        per share        offering price         fee(2)
-------------------------------   -------------    ----------------    ----------------     ------------
<S>                                 <C>                  <C>             <C>                   <C>
Common Stock, $.04 par value        3,000,000            $.25            $750,000.00           $25.00
========================================================================================================
</TABLE>

(1) Consists of shares  pursuant to the Business  Consultant  Agreement with Min
Duk Hyun.

(2) The  offering  price per share was  estimated  solely  for  calculating  the
registration fee pursuant to Rule 457(a) of Regulation C.

Approximate  date of  commencement  of proposed  sale to the public:  as soon as
practicable after this Registration Statement becomes effective.




                                        1
<PAGE>




Item 1. The Plan Information.

Not applicable.

Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents filed with the Securities and Exchange  Commission (the
"Commission")  by  Providential  Holdings,   Inc.,  a  Nevada  corporation  (the
"Company"), are incorporated herein by reference:

     (a) The Company's  latest Annual Report on Form 10-KSB/A for the year ended
June 30, 2001, filed with the Securities and Exchange Commission on December 20,
2001;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended June 30, 2001;

     (c) The contents of the Company's Registration Statement on Form S-18 filed
with the  Commission  and declared  effective  on August 10, 1982,  SEC File No.
13-3121128;

     (d) A description of the Company's Common Stock,  which is contained in the
Form S-18  Registration  Statement  on Form S-18 filed by the  Company  with the
Securities and Exchange Commission and declared effective on August 10, 1982, as
amended through the date hereof; and

     (e) All  other  documents  filed  by the  Company  after  the  date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act,  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

No "expert",  as that term is defined pursuant to Regulation  Section 228.509(a)
of Regulation S-B, or the Company's "counsel",  as that term is defined pursuant


                                        2
<PAGE>




to Regulation  Section  228.509(b) of Regulation  S-B, was hired on a contingent
basis,  or will receive a direct or indirect  interest in the Company,  or was a
promoter,  underwriter,  voting trustee,  director,  officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6. Indemnification of Officers, Directors, Employees and Agents; Insurance.

Section 78.7502 of the Nevada General Corporation Law specifies as follows:

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative of investigative,  except an
action by or in the right of the  corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  or  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorney's fees, judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and a manner which
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  corporation to procure a judgment in its favor by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnify for such expenses as the court deems
proper.

3. To the extent that a director,  officer,  employee or agent of a  corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.







                                        3
<PAGE>




The  Company's  Bylaws  provide as follows with respect to  indemnification  and
insurance:

1. Indemnification of Officers and Directors, Employees and Other Persons. Every
--------------------------------------------------------------------------
person  who  was or is a party  or is  threatened  to be  made a party  to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was serving at the request of the  corporation  or for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, Joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general corporation law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees,  judgments,  fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  herewith.  The  expenses of officers and  directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding  upon receipt of determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.  Such
night of indemnification  shall be a contract right which may be enforced in any
manner  desired  by such  person.  Such  right of  indemnification  shall not be
exclusive of any other right which such directors,  officers or  representatives
may have or hereafter  acquire and,  without  limiting  the  generality  of such
statement,  they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law or otherwise,
as well as their rights under this Article.

2.  Insurance.  The Board of Directors may cause the corporation to purchase and
--------------
maintain  insurance  on behalf of any such  person who is or was a  director  or
officer  of  the  corporation,  or is or  was  serving  at  the  request  of the
corporation  as a  director  or  officer  of  another  corporation,  or  as  its
representative  in a  partnership,  joint  venture,  trust or  other  enterprise
against any  liability  asserted  against  such person and  incurred in any such
capacity or arising out of such  status,  whether or not the  corporation  would
have the power to indemnify such person.

3. Further  Bylaws.  The Board of Directors  may from time to time adopt further
-------------------
Bylaws with  respect to  indemnification  and may amend these and such Bylaws to
provide  at all times  the  fullest  indemnification  permitted  by the  General
Corporation Law of the State of Nevada.

The Company has not  currently  made any  arrangements  regarding  directors and
officers insurance, but may do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR
PERSONS  CONTROLLING  THE COMPANY  PURSUANT  TO THE  FOREGOING  PROVISIONS,  THE
COMPANY HAS BEEN  INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE
COMMISSION,  SUCH  INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.



                                        4
<PAGE>




Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*10.1               Business Consultant Agreement with Min Duk Hyun.

*23.1               Consent of Stepp Law Group (included in the opinion filed as
                    Exhibit 5.1 hereto).

*23.2               Consent of Kabani & Company, Inc., Certified Public
                    Accountants.

*    Filed herewith.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

     (i)       to include any  prospectus  required  by Section  10(a)(3) of the
Securities Act;

     (ii)      to specify in the prospectus any facts or events  occurring after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information specified in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of the  securities  offered would
not exceed that which was registered) and any deviation from the low or high end
of the  estimated  maximum  offering  range  may be  specified  in the  form  of
prospectus  filed with the Securities and Exchange  Commission  pursuant to Rule
424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price  represent  no more than a 20% change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;  provided, however, that paragraphs (1)(i) and
(1)(ii)  shall  not  apply  if the  information  required  to be  included  in a
post-effective amendment by those clauses is specified in periodic reports filed
by the Company  pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

     (iii)     to include any material  information  with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.




                                        5
<PAGE>




(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  offered  at that  time  shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

The Company hereby  undertakes  that, for purposes of determining  any liability
pursuant to the  Securities  Act,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liabilities  arising pursuant to the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than  the  payment  by  the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company will,  unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such indemnification by the Company is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
























                                        6
<PAGE>




                                POWER OF ATTORNEY

The  Company,  as the  registrant  hereunder,  and each person  whose  signature
appears below, hereby appoints Chris Lewis as attorney-in-fact,  with full power
of  substitution,  to  execute,  in the name and on behalf of the Company and on
behalf of each person,  individually  and in each capacity stated below,  one or
more   post-effective   amendments  to  this   Registration   Statement  as  the
attorney-in-fact,  and to  file  any  such  post-effective  amendments  to  this
Registration Statement with the Securities and Exchange Commission.


                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fountain Valley,  State of California,  on this 30th
day of April, 2002.

Providential Holdings, Inc.,
a Nevada corporation



/s/   Henry Fahman
------------------------------------
   Henry Fahman, President and
Chairman of the Board of Directors

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.




/s/   Henry Fahman                                Dated:  April 30, 2002
------------------------------------
   Henry Fahman, President and
Chairman of the Board of Directors




/s/   Tina Phan                                   Dated:  April 30, 2002
------------------------------------
   Tina Phan, Secretary, Treasurer
           and Director












                                        7
<PAGE>




                                INDEX TO EXHIBITS

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*10.1               Business Consultant Agreement with Min Duk Hyun.

*23.1               Consent of Stepp Law Group (included in the opinion filed as
                    Exhibit 5.1 hereto).














































                                        8
[{"type": "S-8", "sequence": "1", "filename": "providentials8.txt", "description": "PROVIDENTIAL S-8", "secsgml_size_bytes": 19828}]
{"company-data": {"conformed-name": "PROVIDENTIAL HOLDINGS INC", "cik": "0000704172", "assigned-sic": "8741", "irs-number": "133121128", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87712", "film-number": "02636454"}, "business-address": {"street1": "8700 WARNER AVE STE 100", "street2": "13TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "92708", "phone": "7145960244"}, "mail-address": {"street1": "8700 WARNER AVE STE 100", "street2": "13TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "92708"}, "former-company": [{"former-conformed-name": "JR CONSULTING INC", "date-changed": "19950712"}, {"former-conformed-name": "PROVIDENTIAL SECURITIES INC /NV/", "date-changed": "20000209"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

                           PROVIDENTIAL HOLDINGS, INC.
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                                     ------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   13-3121128
                                   ----------
                      (I.R.S. Employer Identification No.)

       8700 Warner Avenue, Fountain Valley, California 92708; 714.849.1577
      --------------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices)

                          Business Consultant Agreement
                                with Min Duk Hyun
                      -------------------------------------
                            (Full Title of the Plan)

                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                     (Name and Address of Agent for Service)

                                  949.660.9700
                                  ------------
          (Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
========================================================================================================
       Title of securities            Amount       Proposed maximum    Proposed maximum      Amount of
         to be registered             to be         offering price        aggregate         registration
                                  registered(1)        per share        offering price         fee(2)
-------------------------------   -------------    ----------------    ----------------     ------------
Common Stock, $.04 par value        3,000,000            $.25            $750,000.00           $25.00
========================================================================================================
(1) Consists of shares  pursuant to the Business  Consultant  Agreement with Min
Duk Hyun.

(2) The  offering  price per share was  estimated  solely  for  calculating  the
registration fee pursuant to Rule 457(a) of Regulation C.

Approximate  date of  commencement  of proposed  sale to the public:  as soon as
practicable after this Registration Statement becomes effective.

                                        1
Item 1. The Plan Information.

Not applicable.

Item 2. Registrant Information and Employee Plan Annual Information.

Not applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following  documents filed with the Securities and Exchange  Commission (the
"Commission")  by  Providential  Holdings,   Inc.,  a  Nevada  corporation  (the
"Company"), are incorporated herein by reference:

     (a) The Company's  latest Annual Report on Form 10-KSB/A for the year ended
June 30, 2001, filed with the Securities and Exchange Commission on December 20,
2001;

     (b) All reports of the Company filed  pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act") since the
fiscal year ended June 30, 2001;

     (c) The contents of the Company's Registration Statement on Form S-18 filed
with the  Commission  and declared  effective  on August 10, 1982,  SEC File No.
13-3121128;

     (d) A description of the Company's Common Stock,  which is contained in the
Form S-18  Registration  Statement  on Form S-18 filed by the  Company  with the
Securities and Exchange Commission and declared effective on August 10, 1982, as
amended through the date hereof; and

     (e) All  other  documents  filed  by the  Company  after  the  date of this
Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange  Act,  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

No "expert",  as that term is defined pursuant to Regulation  Section 228.509(a)
of Regulation S-B, or the Company's "counsel",  as that term is defined pursuant

                                        2
to Regulation  Section  228.509(b) of Regulation  S-B, was hired on a contingent
basis,  or will receive a direct or indirect  interest in the Company,  or was a
promoter,  underwriter,  voting trustee,  director,  officer, or employee of the
Company, at any time prior to the filing of this Registration Statement.

Item 6. Indemnification of Officers, Directors, Employees and Agents; Insurance.

Section 78.7502 of the Nevada General Corporation Law specifies as follows:

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative of investigative,  except an
action by or in the right of the  corporation,  by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  or  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses,  including attorney's fees, judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and a manner which
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened,  pending or completed action or suit by or
in the right of the  corporation to procure a judgment in its favor by reason of
the  fact  that he is or was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interests of the  corporation.  Indemnification  may not be made for
any  claim,  issue or matter as to which such a person  has been  adjudged  by a
court of competent  jurisdiction,  after exhaustion of all appeals therefrom, to
be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case,  the person is
fairly and reasonably entitled to indemnify for such expenses as the court deems
proper.

3. To the extent that a director,  officer,  employee or agent of a  corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter  therein,  the  corporation  shall  indemnify  him  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

                                        3
The  Company's  Bylaws  provide as follows with respect to  indemnification  and
insurance:

1. Indemnification of Officers and Directors, Employees and Other Persons. Every
--------------------------------------------------------------------------
person  who  was or is a party  or is  threatened  to be  made a party  to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was serving at the request of the  corporation  or for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, Joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general corporation law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees,  judgments,  fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  herewith.  The  expenses of officers and  directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding  upon receipt of determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.  Such
night of indemnification  shall be a contract right which may be enforced in any
manner  desired  by such  person.  Such  right of  indemnification  shall not be
exclusive of any other right which such directors,  officers or  representatives
may have or hereafter  acquire and,  without  limiting  the  generality  of such
statement,  they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law or otherwise,
as well as their rights under this Article.

2.  Insurance.  The Board of Directors may cause the corporation to purchase and
--------------
maintain  insurance  on behalf of any such  person who is or was a  director  or
officer  of  the  corporation,  or is or  was  serving  at  the  request  of the
corporation  as a  director  or  officer  of  another  corporation,  or  as  its
representative  in a  partnership,  joint  venture,  trust or  other  enterprise
against any  liability  asserted  against  such person and  incurred in any such
capacity or arising out of such  status,  whether or not the  corporation  would
have the power to indemnify such person.

3. Further  Bylaws.  The Board of Directors  may from time to time adopt further
-------------------
Bylaws with  respect to  indemnification  and may amend these and such Bylaws to
provide  at all times  the  fullest  indemnification  permitted  by the  General
Corporation Law of the State of Nevada.

The Company has not  currently  made any  arrangements  regarding  directors and
officers insurance, but may do so in the future.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES  OCCURRING PURSUANT TO THE PROVISIONS
OF THE  SECURITIES  ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,  OFFICERS,  OR
PERSONS  CONTROLLING  THE COMPANY  PURSUANT  TO THE  FOREGOING  PROVISIONS,  THE
COMPANY HAS BEEN  INFORMED  THAT IN THE OPINION OF THE  SECURITIES  AND EXCHANGE
COMMISSION,  SUCH  INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.

                                        4
Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*10.1               Business Consultant Agreement with Min Duk Hyun.

*23.1               Consent of Stepp Law Group (included in the opinion filed as
                    Exhibit 5.1 hereto).

*23.2               Consent of Kabani & Company, Inc., Certified Public
                    Accountants.

*    Filed herewith.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

     (i)       to include any  prospectus  required  by Section  10(a)(3) of the
Securities Act;

     (ii)      to specify in the prospectus any facts or events  occurring after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information specified in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of the  securities  offered would
not exceed that which was registered) and any deviation from the low or high end
of the  estimated  maximum  offering  range  may be  specified  in the  form  of
prospectus  filed with the Securities and Exchange  Commission  pursuant to Rule
424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price  represent  no more than a 20% change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;  provided, however, that paragraphs (1)(i) and
(1)(ii)  shall  not  apply  if the  information  required  to be  included  in a
post-effective amendment by those clauses is specified in periodic reports filed
by the Company  pursuant to the provisions of Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

     (iii)     to include any material  information  with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement.

                                        5
(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  offered  at that  time  shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

The Company hereby  undertakes  that, for purposes of determining  any liability
pursuant to the  Securities  Act,  each filing of the  Company's  annual  report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liabilities  arising pursuant to the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than  the  payment  by  the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company will,  unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such indemnification by the Company is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                        6
POWER OF ATTORNEY

The  Company,  as the  registrant  hereunder,  and each person  whose  signature
appears below, hereby appoints Chris Lewis as attorney-in-fact,  with full power
of  substitution,  to  execute,  in the name and on behalf of the Company and on
behalf of each person,  individually  and in each capacity stated below,  one or
more   post-effective   amendments  to  this   Registration   Statement  as  the
attorney-in-fact,  and to  file  any  such  post-effective  amendments  to  this
Registration Statement with the Securities and Exchange Commission.

                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies it has reasonable grounds to believe that the Company satisfies all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fountain Valley,  State of California,  on this 30th
day of April, 2002.

Providential Holdings, Inc.,
a Nevada corporation

/s/   Henry Fahman
------------------------------------
   Henry Fahman, President and
Chairman of the Board of Directors

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

/s/   Henry Fahman                                Dated:  April 30, 2002
------------------------------------
   Henry Fahman, President and
Chairman of the Board of Directors

/s/   Tina Phan                                   Dated:  April 30, 2002
------------------------------------
   Tina Phan, Secretary, Treasurer
           and Director

                                        7
INDEX TO EXHIBITS

Exhibit             Description
-------             -----------

*5.1                Legal opinion of Stepp Law Group.

*10.1               Business Consultant Agreement with Min Duk Hyun.

*23.1               Consent of Stepp Law Group (included in the opinion filed as
                    Exhibit 5.1 hereto).

                                        8