FORM 10-KSB/A
                                Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

     [x]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 2002

     [ ]  ANNUAL  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                  For the transition period from       to      .
                                                -------   ------

Commission file number: (33-19961)

                              Covenant Financial Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                              01-0623010
-----------------------------------                               ----------
     (State of Incorporation)                                    (Tax ID No.)

1215 E. I-30, Greenville, Texas 75402
--------------------------------------------------------------------------------
               (Address of principal executive offices)(ZIP code)

Registrant's telephone number, including area code: 903-454-7000

Securities registered pursuant to Section 12(b) of the Act:   NONE

Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.

                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of April 7, 2003:
                        $531,306

Shares of common stock outstanding at April 7, 2003: 1,069,100

<PAGE>

PART I.

ITEM 1            DESCRIPTION OF BUSINESS

The Company was incorporated in the State of Delaware on February 25, 2000 under
the name of HMGT  Management  Corporation.  On July 6, 2000, the Company merged
with Spartan Oil  Corporation  which was accounted for as a reverse  merger.  On
August 1, 2000, the Company changed its name to HomeGate Corporation.  On March
28, 2002, the Company changed its name to Covenant Financial Corporation.

The Company was in the business of buying real estate properties and managing
them as well.  As of December 31, 2002, the Company did not own or manage any
real estate properties.  In December 2002, the Company transferred all of its
assets and the corresponding liabilities to Wilkerson Consulting, Inc., its
majority stockholder.  As of December 31, 2001, the Company did not own or
manage any real estate properties.   As of December 31, 2000, the Company  had
ten (10) hotels  under  management  contracts  which paid them four percent
(4%) of gross  revenue,  two  percent  (2%) of net revenue and a $1,500
accounting fee per month.  The Company had as many as ten under management
contracts until  the  owners  of many of those  hotels  had  financial  problems
and lost ownership  of the  hotels  in the  fourth  quarter  and some more into
the first quarter  of  2001.  The Company has no operations and is seeking a
merger or acquisition candidate.

ITEM 2            DESCRIPTION OF PROPERTY

The Company has no property.  The Company maintains its office at 1215 E. I30,
Greenville, Texas 75402, which it shares with Wilkerson Consulting, Inc.  The
Company does not pay any rent for use of such property.

ITEM 3            LEGAL PROCEEDINGS

The Company is not involved in and is not aware of any legal proceedings.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year covered by
this report.

In March 2002, the majority stockholders acted by consent to elect Doug M.
Larson, Steve Vandeberg and Dean Grosskopf to serve as Company directors.  Also,
the Company's majority stockholders consented to the amendment to the Company's
Articles of Incorporation to change the name of the Company to Covenant
Financial Corporation from Homegate Corporation, effect a 1:10 reverse stock
split reauthorizing 50,000,000 shares of common stock with a par value of $.001
per share, and authorized the issuance of 5,000,000 shares of preferred stock
with a par value of $.001 per share.  The Company's directors elected Doug M.
Larson to serve as the Company's President and Jeffrey Heinzen to serve as the
Company's Secretary.  In December 2002, our directors and officers resigned and
appointed Gary Bell as President and Director, Keith D. Newton as Secretary,
Treasurer and Director, and C. Keith Wilkerson II as Director.

PART II.

ITEM 5            MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

         a.       Market Information.

         The Company's stock began trading on the OTC Bulletin Board on February
13, 2002 under the stock symbol HMGT and traded under that symbol until March
28, 2002 when the Company began trading under the symbol CVTF in connection with
the Company changing its name from Homegate Corporation to Covenant Financial
Corporation.

<PAGE>

     The  following  table  sets forth the  quarterly  high and low bid prices
of the common stock from January 1, 2002 until December 31, 2002. Such prices
represent prices  between  dealers,   do  not  include  retail  mark-ups,
mark-downs  or commissions, and may not represent actual transactions.

                                                    Bid Prices
        Quarter Ended                     High                  Low
        -------------                     ----                 ------

       March 30, 2002                    $5.50                  $0.50
       June 30, 2002                     $0.50                  $0.50
       September 30, 2002                $1.50                  $0.50
       December 31, 2002                 $1.50                  $1.50

         b.       Holders.

         There are approximately one hundred (100) shareholders.

         c.       Dividends

         Registrant  has not paid a dividend to the holders of its common  stock
and does not anticipate paying dividends in the near future.

        d.      Warrants

         Registrant has no warrants outstanding.

e.     Stock Issuances

       The Registrant issued approximately 22,754 shares during the year ended
December 31, 2002 to consultants for services rendered.


ITEM 6      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

Overview

The  Company sought to purchase real estate properties and manage them as well.
At December 31, 2002 and December 31, 2001, the Company did not own or manage
any real estate properties.  As of December 31, 2000 the Company had ten hotels
under management  contract.  The Company had as many as ten under management
contracts until the owners of many of those hotels had financial problems and
lost ownership  of the  hotels  in the  fourth  quarter  and some more into the
first quarter of 2001.

Comparison of Operating Results For the Year Ended December 31, 2002 Compared to
the Year Ended December 31, 2001

The Company's revenues decreased by $122,297 or 91% from $134,297 for the year
ended December 31, 2001 to $12,000 for the year ended December 31, 2002.  The
decrease in revenues resulted from a lack of management fees during 2002.

Costs and expenses decreased by $106,910 or 82% from $130,842 for the year ended
December 31, 2001 to $23,932 for the year ended December 31, 2002.  The decrease
in cost and expenses was principally due to the decrease in general and
administrative expenses from the year ended December 31, 2001 of $126,231 to
$13,747 for the year ended December 31, 2002.

<PAGE>

The Company's income (loss) from operations changed by $17,142 from income of
$3,455 for the year ended December 31, 2001 to a loss from operations of
($11,932) for the year ended December 31, 2002.  The change is due to the
Company's decrease of operations.

Net loss per share increased from $.00 per share for the year ended December 31,
2001 to ($.02) for the year ended December 31, 2002.

 As of December 31, 2002, the Company had an accumulated deficit of $1,975,202.

Liquidity and Capital Resources

For the year ended December 31, 2002, the Company did not generate cash flow
from its operations which exceeding operating costs.  As a result, the Company
has stopped operations and is seeking a merger or acquisition partner.

As of December 31, 2002, the Company had no assets and a working capital deficit
of $29,716.

The Company has no  commitments  from  officers, directors or affiliates to
provide funding. The Company is seeking a merger or acquisition partner.

ITEM 8            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES

            In  January  2002,  the  client-auditor  relationship  between
Covenant  Financial  corporation,  formerly Homegate Corporation (the "Company")
and  J.  S.  Osborn,  P.C.  ("Osborn")  ceased  as  Osborn  was dismissed as the
Company's  auditor.

     To  the  knowledge  of  the  Company's  current  Board  of  Directors,
Osborn's  report  of  the  financial  statements  of  the  Registrant  for  the
year  ended  December  31, 2000 and any related  interim  period did not contain
any  adverse  opinion  or  disclaimer  of  opinion  and  was  not  qualified  or
modified  as  to  uncertainty,  audit  scope or accounting principles during the
fiscal  year  ended December 31, 2000 except that the opinion for the year ended
December  31,  2000  contained  a  going  concern  paragraph.

     During  the audit of the Company's financial  statements for the year ended
December  31,  2000  and  any  subsequent  interim  period  through  the date of
dismissal,  Osborn did not have any disagreements with the Company on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or  procedure.

The  Company  decided  not  to  reappoint  Osborn as its independent accountant.

The  decision  to  change  accountants was approved by the Registrant's Board of
Directors;  and

There  were  no  disagreements  related  to  accounting  principles or practices
auditing  scope  or procedure during the fiscal year ended December 31, 2000 and
the  interim  period  through  March  28,  2002.

<PAGE>

     On  January 15, 2002,  the  Registrant  engaged Malone & Bailey PLLC as its
independent  accountants for the fiscal year ended December 31, 2001. During the
most  recent  fiscal  year  and any subsequent  interim period prior to engaging
Malone  &  Bailey,  the  Company did not consult with Malone & Bailey  regarding
either  (i)  the  application  of  accounting  principals  to  a  specified
transaction,  either completed  or proposed;  or the type of audit  opinion that
might be rendered on the  Company's  financial  statements;  or (ii) any  matter
that  was  either  the  subject  matter  of  a  disagreement (as defined in Item
304(a)(1)(iv)  of  Regulation  S-K  and  the  related  instructions)  or  a
reportable  event  (as  defined  in  Item  304(a)(1)(v)  of  regulation  S-K).
Malone  &  Bailey  PLLC  has  reviewed  the  disclosure  required by Item 304(a)
before it was filed with the  Commission and has been provided an opportunity to
furnish  the  Company  with a letter addressed to the Commission containing any
new  information,  clarification  of the Company's expression  of its views,  or
the  respects  in  which  it  does  not  agree  with  the statements made by the
Company  in  response  to  Item  304(a).  Malone & Bailey PLLC did not furnish a
letter  to  the  Commission.

PART III.

ITEM 9           DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

         The following persons serve or served as directors and officers of the
registrant:

Name                    Age              Position
----                    ---              --------
Gary Bell               34               President and Director
Keith D. Newton         36               Secretary, Treasurer and Director
C. Keith Wilkerson, II  34               Vice President and Director

Directors are elected to serve until the next annual meeting of the shareholders
of the Company or until their successors have been elected and qualified.
Officers will hold their positions at the pleasure of the board of directors,
absent any employment agreement, of which none currently exists or is
contemplated.  The directors and officers will devote full time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances, could
amount to as little as two hours per month, or more than forty hours per month,
but more than likely will fall within the range of five to ten hours per month.
Gary Bell, Keith D. Newton, C. Keith Wilkerson, II and Charles Wilkerson are
related parties.

GARY BELL has served as the President and Director of the Company since December
2002.  Mr. Bell has served as the President and Director of Ameri-First
Financial Group, Inc. since March 2001.  Mr. Bell has served as the Secretary
and Treasurer of Inn-Vestors, Inc. since July 2002.   From May 1998 through June
2001, Mr. Bell served as the President and Chief Executive Officer of Amerand
Corporation.  From November 1993 through May 1998, Mr. Bell served as the
President and Chief Executive Officer of Nature's Landscape, Inc.  Mr. Bell is
educated in business management and being self-employed for the majority of his
working career, he has developed the skills which the Company believes are
necessary to analyze an investment and to evaluate its reparation and renovation
needs to be a successful asset to the Company's portfolio.

KEITH D. NEWTON has served as the Secretary, Treasurer and Director of the
Company since December 2002.  Mr. Newton has served as the Secretary, Treasurer
and Director of Ameri-First Financial Group, Inc. since March 2001. Mr. Newton
has served as the President of Hospitality Plus since April 2000.  Mr. Newton
has served as the President and Director of Inn-Vestors, Inc. since July 2002.
From February 1997 through April 2000, Mr. Newton served as a Sales Manager with
Borders.  Mr. Newton received his education in business administration and
management from McNeese State University, and has experience in retail
management including regional representation for fine retailers.  Being familiar
with budgets and the financial concerns of high volume sales and operations, Mr.
Newton has assumed the role of supervising and managing the Companys finances.

<PAGE>

C. KEITH WILKERSON, II has served as a Company director since December 2002.
Mr. Wilkerson II has served as Vice President and Director of Ameri-First
Financial Group, Inc. since March  2001.  Mr. Wilkerson established a company
that provides project management services to hotel developers and investors,
assisting in high-end hotel construction, renovation, and installation.  Mr.
Wilkerson is a decorated veteran of the United States Air Force, and has earned
a Masters Degree in Educational Administration from Faith Baptist College.
After leaving the armed forces of the United States, the next five years of his
work experience were spent teaching and coaching at the collegiate level.
Through a series of events Mr. Wilkerson was recruited by two separate hoteliers
and has a distinguished operational record in the managing of upscale hotel
properties.

No director or officer of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding which is currently proceeding.  No director or officer of the Company
is the subject of any legal proceeding involving the Company or the performance
of his duties as such director or officer.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and persons who own more than ten percent of a registered class of the
Company's equity securities ("10% holders"), to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors, officers and 10% holders are required by SEC regulation to furnish
the Company with copies of all of the Section 16(a) reports they file. Based
solely on a review of reports furnished to the Company or written
representations from the Company's directors and executive officers during the
fiscal year ended December 31, 2002, the Section 16(a) filing requirements
applicable to its directors, officers and 10% holders for such year were not
complied with.


ITEM 10           EXECUTIVE COMPENSATION

         The Company paid no compensation to its officers and directors during
both calendar year 2001 and 2002.

         The Company has no retirement or stock option or bonus plan.


ITEM 11           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

         Set forth below is the direct ownership of Registrant's common stock by
management and any owner of 5% or more of Registrant's common stock as of March
7, 2003 which takes into effect the 1:10 reverse stock split which occurred on
March 28, 2002.

Name and address                 Amount of shares      Percentage Owned
of owner                         owned
--------------------------------------------------------------------------------
Gary Bell (1)                            -                     *

Keith D. Newton (1)                      -                     *

C. Keith Wilkerson II                    -                     *

Douglas A. Larson                        143,580               13.4%
2710 Shadypine Lane
Menomonte, WI 54751

Wilkerson Consulting(1), (2)             714,896               66.9%

Sean Gallagher                            75,001                7.0%
5417 Knollridge Drive
Garland, Texas 75043

All Officers and Directors
as a Group (3)                                 0               *

* Less Than One Percent
(1) Same business address of the Company.
(2) Owned by the Wickliffe Trust of whom Charles Wilkerson is an affiliate.

ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 2001, the Company sold management contracts covering three properties to
the Wilkerson Group, affiliated with C. Keith Wilkerson II, in consideration for
a note receivable in the original amount of $268,000.  As of December 31, 2001,
$242,654 remained outstanding.  The note is non-interest bearing and payable in
44 installments of $1,000 and 112 installments of $2,000.  The note is due in
July 2014.

During the period ended December 31, 2000, the Company received $378,127 from
Amerand and Ameri-First Financial Group, Inc. for management fees.  Amerand is
owned and controlled by the Wickliffe Trust of which Charles Wilkerson is an
affiliate, and Ameri-First Financial Group, Inc. is majority-owned by Wilkerson
Consulting of which Charles Wilkerson is an affiliate.  The Company paid $77,901
to The Tour Group which is owned by Gary Bell and C. Keith Wilkerson II, former
directors and officers of the Company, for general and administrative expenses.

During the year ended December 31, 2001, the Company received $108,951 from
Amerand and Ameri-First Financial Group, Inc. for management fees.  Amerand is
owned and controlled by the Wickliffe Trust of which Charles Wilkerson is an
affiliate, and Ameri-First Financial Group, Inc. is majority-owned by Wilkerson
Consulting of which Charles Wilkerson is an affiliate.  The Company paid $10,100
to The Tour Group which is owned by Gary Bell and C. Keith Wilkerson II, former
directors and officers of the Company, for general and administrative expenses.

The Company received advances of $30,687 from Wilkerson Consulting and The Tour
Group.  Wilkerson Consulting is owned by the Wickliffe Trust of whom Charles
Wilkerson is an affiliate, advanced approximately $11,000.  The Tour Group which
is owned by Gary Bell and C. Keith Wilkerson II advanced approximately $19,000.

The Company utilizes office space from Wilkerson Consulting, Inc. of whom
Charles Wilkerson is an affiliate.

The Company acquired a trademark from Amerand, which is controlled and owned by
the Wickliffe Trust, of whom Charles Wilkerson is an affiliate.

<PAGE>

The Company issued approximately 27,000 shares to various consultants for
services rendered.  Wilkerson Consulting received 19,500 of these shares.

In  January  2002, Douglas A. Larson and Wilkerson Consulting, Inc. entered into
an  agreement whereby Douglas A. Larson was going to acquire 500,000 shares of
Company  common  stock  from Wilkerson Consulting, Inc. for $175,000. Douglas A.
Larson  did  not  make  the full payment to Wilkerson Consulting and the parties
entered  into  an  agreement in July 2002 which resulted in Wilkerson Consulting
agreeing  to  transfer  150,000  shares  of  its  stock  to  Douglas  A. Larson.


In  December  2002,  the  Company  transferred  all  of  its  assets  and  the
corresponding  liabilities  to  Wilkerson  Consulting,  Inc.,  its  majority
stockholder.  Wilkerson  Consulting forgave its advances in connection with this
transaction  and  received 150,000 shares of Company common stock pursuant to an
S-8  registration  statement  which  was  filed  in  January  2003.


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

(a)      The following documents are filed as a part of this report:

         Report of Independent Public Accountant

         Balance Sheet as of December 31, 2002

         Statement of Operations For the Years Ended December 31, 2001 and
         December 31, 2002

         Statement  of  Stockholders'  Equity - Year Ended December 31, 2002

         Statement of Cash Flows For the Years Ended December 31, 2001 and
         December 31, 2002

         Notes to the Financial Statements

Exhibits
3.3(1)     Certificate of Amendment to Articles of Incorporation
99.1*      Certification of Principal Executive Officer Pursuant to U.S.C.
           Section 1350

* Filed herein
(1) Filed as  Exhibit  3.3 to the  Company's  Form  10-KSB  filed  with the
       Securities   and  Exchange   Commission  on  April 1, 2002,   and
       incorporated herein by reference.


(b) No reports on Form 8-K were filed for the Company during the
       last quarter of the period covered by this report.

ITEM 14.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a)     Evaluation of disclosure controls and procedures.  Our President,
after evaluating the effectiveness of the Company's "disclosure controls
and procedures" (as defined in the Securities Exchange Act of 1934 Rules
13a-14(C) and 15-d-14(c) as of a date (the "Evaluation Date") within 90 days
before the filing date of this quarterly report, have Concluded that as of
the Evaluation Date, our disclosure controls and procedures were adequate
and designed to ensure that material information relating to us
would be made known.

(b)     Changes in internal controls.  There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.

<PAGE>


SIGNATURES.

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




                                                  Covenant Financial Corporation
                                                          Registrant


                                                  By:  /s/  Keith D. Newton
                                                  -----------------------------
                                                    Keith D. Newton
                                                  Its: Secretary, Treasurer, and
                                                       Director


Date:     April 23, 2003


         Pursuant to the requirements  to the  Securities  and  Exchange Act of
1934, this report has been signed below by the  following  persons on behalf of
Registrant and in the capacities and on the dates indicated.

Signature                            Title                        Date



/s/  Gary Bell             President and Director             April 23, 2003
---------------------
Gary Bell

/s/  Keith D. Newton       Secretary, Treasurer and Director  April 23, 2003
--------------------
Keith D. Newton

/s/ C. Keith Wilkerson II          Director                   April 23, 2003
-------------------------
C. Keith Wilkerson II


CERTIFICATIONS

I, Gary Bell, President, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Covenant Financial
     Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 23, 2003



/s/ Gary Bell
-----------------
Gary Bell,
President

I, Keith D. Newton, Treasurer, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Covenant
          Financial Corporation;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.

Date: April 23, 2003


/s/ Keith D. Newton
Keith D. Newton,
Treasurer


<PAGE>

Financial Statement



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Covenant Financial Corporation (Formerly Homegate Corporation)
  Dallas, Texas

We have audited the accompanying balance sheet of Covenant Financial Corporation
(Formerly Homegate Corporation) as of December 31, 2002, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
each of the two years then ended.  These financial statements are the
responsibility of Covenant's management.  Our responsibility is to express an
opinion on these 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 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 financial statements referred to above present fairly, in
all material respects, the financial position of Covenant Financial Corporation
(Formerly Homegate Corporation) as of December 31, 2002, and the results of its
operations and its cash flows for each of the two years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Malone & Bailey, PLLC
--------------------------
Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com


April 4, 2003

<PAGE>
                         COVENANT FINANCIAL CORPORATION
                         (FORMERLY HOMEGATE CORPORATION)
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS

Assets                                                              $  -
                                                                    ====

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                             $  29,716
                                                               ---------
    Total current liabilities                                     29,716


STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 50,000,000 shares
  authorized, 869,100 shares issued and outstanding                  869
Additional paid in capital                                     1,944,617
Accumulated deficit                                          (1,975,202)
                                                             -----------
  Total Stockholders' Equity (Deficit)                          (29,716)
                                                                --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $  -
                                                                    ====



                 See accompanying summary of accounting policies
                       and notes to financial statements.



<PAGE>



                         COVENANT FINANCIAL CORPORATION
                         (FORMERLY HOMEGATE CORPORATION)
                            STATEMENTS OF OPERATIONS
                            YEARS ENDED DECEMBER 31,

                                                          Years Ended
                                                         December 31,
                                                      2002          2001
                                                      ----          ----

Revenues                                         $  12,000    $  134,297

Cost and Expenses:
  General and administrative                        13,747       126,231
  Depreciation and amortization                     10,185         4,611
  Write off of investment                                -             -
                                                    ------        ------
                                                    23,932       130,842
                                                    ------       -------

Income (loss) from operations                      (11,932)        3,455

Interest expense                                    (2,101)         (346)

Net income (loss)                               $  (14,033)     $  3,109
                                                  ==========    ========

Net income (loss) per share:
  Net income (loss) basic and diluted             $  (0.02)        $0.00
                                                   ========        =====

Weighted  average  shares  outstanding:
  Basic and diluted                                863,525       832,001
                                                   ========     ========


                 See accompanying summary of accounting policies
                       and notes to financial statements.



<TABLE>
<CAPTION>

                         COVENANT FINANCIAL CORPORATION
                         (FORMERLY HOMEGATE CORPORATION)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                          YEARS ENDED DECEMBER 31, 2002

                         Common Stock     Additional
                       ---------------     paid in    Accumulated
                       Shares   Amount     capital      deficit       Total
                       -------  -------  -----------  ------------  ------------
<S>                    <C>      <C>      <C>          <C>           <C>
Issuance of common
  stock to founders
  for net assets       700,000  $   700  $1,937,300   $         -   $ 1,938,000

Issuance of common
  stock in connection
  with merger with
  Spartan Oil
  Corporation          122,089      122      (9,401)            -        (9,279)

Net loss                     -        -           -    (1,964,278)   (1,964,278)
                       -------  -------  -----------  ------------  ------------

Balance,
  December 31, 2000    822,089      822   1,927,899    (1,964,278)      (35,557)

Issuance of common
  stock for services    22,754       23       2,252             -         2,275

Net income                   -        -           -         3,109         3,109
                       -------  -------  -----------  ------------  ------------

Balance,
  December 31, 2001    844,843      845   1,930,151    (1,961,169)      (30,173)

Issuance of common
  stock for services    22,754       24         219             -           243

Expense paid by
  shareholder                -        -      14,247             -        14,247

Net loss                     -        -           -       (14,033)      (14,033)
                       -------  -------  -----------  ------------  ------------

Balance,
  December 31, 2002    869,100  $   869  $1,944,617   $(1,975,202)  $   (29,716)
                       =======  =======  ===========  ============  ============
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

                         COVENANT FINANCIAL CORPORATION
                         (FORMERLY HOMEGATE CORPORATION)
                            STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31,


                                                        Years ended
                                                        December 31,
                                                      2002       2001
                                                    ---------  ---------
<S>                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                 $(14,033)  $  3,109
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                     10,185      4,611
    Common stock for services                            243      2,275
    Bad debt expense                                   2,387          -
    Expenses paid by shareholder                      14,247          -
    Transfer to Wilkerson Consulting, Inc.             1,728          -
Net change in:
  Accounts receivable                                      -     57,613
  Accounts payable                                     4,223    (91,109)
                                                    ---------  ---------

CASH FLOWS PROVIDED BY (USED IN) OPERATING
  ACTIVITIES                                           5,059    (23,501)
                                                    ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                    -    (68,958)
                                                    ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of stock                                            -          -
  Advances, net                                            -     30,687
  Proceeds from debt                                       -     63,004
  Payment on debt                                     (5,059)    (2,169)
                                                    ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES                  (5,059)    91,522
                                                    ---------  ---------

NET DECREASE IN CASH                                       -       (937)
Cash, beg. of period                                       -        937
                                                    ---------  ---------
Cash, end of period                                 $      -   $      -
                                                    =========  =========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                     $  2,101   $    346
  Income taxes paid                                 $      -   $      -

NON-CASH TRANSACTIONS:
  Issuance of note receivable for contracts         $      -   $268,000
  Cancellation of advances and transfer of assets   $ 30,687   $      -
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.

<PAGE>

                              HOMEGATE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

Covenant Financial Corporation (Formerly Homegate Corporation) referred to as
("Covenant") was incorporated on February 7, 2000 in Delaware.  Covenant has no
operations and is looking for a merger or acquisition candidate.  In December
2002, Covenant transferred its assets and certain liabilities to its majority
shareholder.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could differ from
those estimates.

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Revenue Recognition

Revenues are recorded in the period management fees are earned and expenses are
recognized in the period in which the related liability is incurred.

Long-lived Assets

Property, plant and equipment are stated at cost less accumulated depreciation.
Major renewals and improvements are capitalized; minor replacements, maintenance
and repairs are charged to current operations.  Depreciation is computed by
applying the straight-line method over the estimated useful lives of each asset.
Homegate performs reviews for the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. Compaq records a valuation allowance to reduce
the deferred tax assets to the amount that is more likely than not to be
realized.

Earnings Per Common Share

Basic net loss per share excludes dilution and is computed by dividing net loss
by the weighted average number of common shares outstanding for the period
presented.  Diluted net loss per common share was the same as basic net loss per
common share for the period presented since Covenant has no potentially dilutive
securities and because of the Covenant's net loss.

Recent Accounting Pronouncements

Covenant does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Covenant's results of operations,
financial position or cash flow.


<PAGE>

NOTE 2 - TRANSFER OF ASSETS AND LIABILITIES

In December 2002, Covenant transferred all of its assets and the corresponding
liabilities to its majority shareholder Wilkerson Consulting, Inc.  Covenant
recorded a charge of $1,728 in connection with the transaction.  Wilkerson
Consulting, Inc. forgave its advances in connection with this transaction and
will receive 150,000 shares of common stock.  Covenant issued the 150,000 shares
of common stock in January 2003.  Covenant is currently looking for a merger or
acquisition candidate.


NOTE 3 - COMMON STOCK

In March 2002, Covenant issued 22,754 common shares for services for $243.

In March 2002, the Board of Directors authorized a reverse stock split of 1 for
10.  The reverse stock split has been applied retroactively to prior periods.

In July 2001, Homegate issued 22,754 common shares for services for $2,275.


NOTE 4 - INCOME TAXES

For the years ended December 31, 2002 and 2001, Covenant incurred a net loss or
applied its net operating loss carry-forward and therefore had no tax liability.
The net deferred tax asset generated by the loss carry-forward has been fully
reserved.  The cumulative net operating loss carry-forward is approximately
$198,000 at December 31, 2002, and will expire in the years 2020 through 2022.

Deferred income taxes consist of the following at December 31:

                             2002              2001
                          --------           --------
Long-term:
  Deferred tax assets     $  67,000         $  63,000
  Valuation allowance       (67,000)          (63,000)
                          ---------         ----------
                              $  -              $  -
                          =========         ==========

<PAGE>