UNITED STATES
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):
January 28, 2000
Commission File Number: 2-78335-NY
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PROVIDENTIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3121128
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8700 Warner Avenue, Suite 100, Fountain Valley, CA 92708
(Address of principal executive offices) (Zip Code)
(714) 596-0244
(Issuer's telephone number, including area code)
J R CONSULTING, INC.
180 Varick Street, 13th floor, New York, New York 10014
(Former name, former address and former fiscal year,
if changed since last report)
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Item 1. Changes in Control of Registrant
Effective January 14, 2000, the Boards of Directors and
shareholders of JR Consulting, Inc. ("JRCI" or the "Comany") and
Providential Securities, Inc. ("Providential") approved a
Corporate Combination Agreement (the "Agreement") between the two
companies, which, after waiver of pre-conditions, has been
concluded. Pursuant to the Agreement, the name of JRCI has been
changed to Providential Securities, Inc., and subsequently, on
February 14, 2000, to Providential Holdings, Inc., with a trading
symbol change to "PRVH". Effective January 14, 2000, the Company
declared a one-for-two reverse stock split of its common stock,
resulting in approximately 26,690,629 total issued and
outstanding shares of the Company.
Under the terms of the Agreement, JRCI has agreed to issue
40,000,000 pre-reverse-split shares of its restricted common
stock to the former shareholders of Providential, as
consideration for all of the issued and outstanding shares of
Providential, resulting in a total of 53,381,258 (26,690,629
post-reverse-split) issued and outstanding shares of the Company,
of which the Providential shareholders control approximately
74.9%. The new Board of Directors of the Company consists of
Henry Fahman, Tina Phan and Nhi T. Le. The new officers of the
Company are Henry Fahman as President, Tina Phan as Secretary and
Theodore Fahman as Treasurer. The new officers and directors
have stepped in and assumed all day-to-day operations of the
Company. The Company will file audited financials for the
combined entities within 60 days.
Providential Securities offers a wide spectrum of securities
investment products and services to individual and institutional
investors. Providential buys and sells securities for its
customers through a number of different markets and provides
real-time online investing and trading for both Level I and Level
II through its website at www.providentialonline.com.
Providential is a member of the National Association of
Securities Dealers (NASD), Securities Investor Protection
Corporation (SIPC) and Municipal Rule-Making Board (MSRB).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: February 18, 2000 /s/ Henry Fahman
Henry Fahman,
President and Chairman
Date: February 18, 2000 /s/ Tina Phan
Tina Phan,
Secretary and Director
