SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 15, 2002




Nevada                    Providential Holdings, Inc.                 13-3121128
(State or other           (Exact name of registrant as          (I.R.S. Employer
jurisdiction of            specified in its charter)         Identification No.)
incorporation or
organization)
                                                                           92708
8700 Warner Avenue, Fountain Valley, California                       (Zip Code)
(Address of principal executive offices)

                                  714.596.0244
               Registrant's telephone number, including area code


























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ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

          Not applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          On  March 13, 2002, we  entered into a  letter of  intent with  Nettel
Global Communication Corp., a Delaware corporation ("Nettel"), pursuant to which
we indicated our interest to acquire 51% of the issued and  outstanding  capital
stock of Nettel in  exchange  for the (i) payment by us of cash in the amount of
$2,250,000.00  and (ii)  issuance by us to Nettel of shares of our common  stock
with a value equal to $250,000.00,  which value will be determined  using a five
(5) day average  closing price  immediately  proceeding  the closing date of the
transaction.  Pursuant  to that  letter  of  intent,  after a  satisfactory  due
diligence  review,  we  intend  to enter  into  definitive  agreements  for that
transaction and we anticipate that the closing of that transaction will occur no
later than June 15,  2002.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.

          Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

          Not applicable.

ITEM 5.   OTHER EVENTS.

          Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S OFFICERS AND DIRECTORS.

          Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          Not applicable.

ITEM 8.   CHANGE IN FISCAL YEAR.

          Not applicable.

ITEM 9.   REGULATION FD DISCLOSURE.

          Not applicable.











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                                   SIGNATURES

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

                                             Providential Holdings, Inc.,
                                             a Nevada corporation


DATED: April 29, 2002                By:     /s/ Henry Fahman
                                             ----------------
                                             Henry Fahman,
                                             President and Chairman of the Board
                                             of Directors










































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