============================================
                                   Form 10-QSB
                  ============================================



                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.



[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                  For the quarterly period ended June 30, 2003

                                       OR

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934
               For the transition period from _______ to _______.


                  --------------------------------------------
                          Commission File No. 33-19961
                  --------------------------------------------



                             Air-Q Wi-Fi Corporation
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

            Delaware                                    01-0623010
-------------------------------          ---------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

           5555 Hilton Avenue, Suite 207, Baton Rouge, Louisiana 70808
          ------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                 (225) 923-1034
                ------------------------------------------------
                (Issuer's telephone number, including area code)



Indicate by check mark whether  Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter period that  Registrant as required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days: Yes [ X ] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

            Class                                   Outstanding as of 8-18-03
------------------------------                   -------------------------------
Common Stock, $.0001 par value                              18,894,204


<PAGE>

================================================================================
                         PART I - FINANCIAL INFORMATION
================================================================================



Item 1.  Financial Statements.
--------------------------------------------------------------------------------



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                    Air-Q Wi-Fi Corporation and Subsidiaries

                                                                            Page
                                                                            ----
Balance Sheet as of June 30, 2003 (unaudited)                                 3

Statement of Operations for the Period from June 17, 2003
(Inception) Through June 30, 2003 (unaudited)                                 4

Statement of Cash Flows for the Period from June 17, 2003
(Inception) Through June 30, 2003 (unaudited)                                 5

Notes to Financial Statements                                                 6

























                                                                               2
<PAGE>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES

                    (Formerly Covenant Financial Corporation)

                          (A DEVELOPMENT STAGE COMPANY)
         --------------------------------------------------------------

                                  BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)



                                     ASSETS

Current Assets:

      Cash                                                            $ 100,000
                                                                      =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

        Accounts payable                                              $  29,716
                                                                      ---------

STOCKHOLDERS' EQUITY

      Common stock, $.001 par value; 50,000,000 shares                   17,919
      authorized, 17,919,204 shares issued and outstanding

      Additional paid-in capital                                        553,159

      Stockholder subscription receivable                              (400,000)

      Deficit accumulated during the development stage                  (83,300)
                                                                      ---------

                         Total Stockholders' Equity                      87,778
                                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 100,000
                                                                      =========


The accompanying notes are an integral part of these statements.



















                                                                               3
<PAGE>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES

                    (Formerly Covenant Financial Corporation)

                          (A DEVELOPMENT STAGE COMPANY)
         --------------------------------------------------------------

                             STATEMENT OF OPERATIONS
                      Period from June 17, 2003 (Inception)
                        Through June 30, 2003 (Unaudited)



Operating Expenses:

        General and administrative                                 $      3,300

        Stock issued for services                                        80,000
                                                                   ------------

Net loss                                                           $    (83,300)
                                                                   ============



Net loss per share:

        Basic and diluted                                          $       (.01)
                                                                   ============



Weighted number shares outstanding:

        Basic and diluted                                            15,942,288
                                                                   ============



The accompanying notes are an integral part of these statements.























                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES

                    (Formerly Covenant Financial Corporation)

                          (A DEVELOPMENT STAGE COMPANY)
         --------------------------------------------------------------

                             STATEMENT OF CASH FLOWS
                      Period from June 17, 2003 (Inception)
                        Through June 30, 2003 (unaudited)

                                                                          Inception
                                                                        through June
                                                                          30, 2003
                                                                        ------------
<S>                                                                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES

      Net loss                                                          $    (83,300)

      Adjustments to reconcile net loss to net cash used in operating
      activities:

           Stock issued for services                                          80,000

      Changes in assets and liabilities:

           Accounts payable                                                    3,300
                                                                        ------------

               Cash flows provided by (used in) operating activities               0
                                                                        ------------

CASH FLOWS FROM FINANCING ACTIVITIES

      Sale of common stock                                                   100,000
                                                                        ------------

               Cash flows provided by (used in) financing activities         100,000
                                                                        ------------

Net increase in cash                                                         100,000

Cash, beginning of period                                                          0
                                                                        ------------

Cash, end of period                                                     $    100,000
                                                                        ============



Supplemental information:

      Income taxes paid                                                 $          0
                                                                        ============

      Interest paid                                                     $          0
                                                                        ============



NON-CASH FINANCING ACTIVITIES:

      Liabilities assumed in merger                                     $      8,922
                                                                        ============
</TABLE>



The accompanying notes are an integral part of these statements.





                                                                               5
<PAGE>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES

                    (Formerly Covenant Financial Corporation)

                          (A DEVELOPMENT STAGE COMPANY)
         --------------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                            June 30, 2003 (Unaudited)



Note 1.  Basis of Presentation
----------------------------------------------------------------

The  accompanying   unaudited  interim  financial   statements  of  Air-Q  Wi-Fi
Corporation   ("Air-Q")  have  been  prepared  in  accordance   with  accounting
principles  generally  accepted in the United States of America and the rules of
the  Securities  and  Exchange  Commission  ("SEC"),   and  should  be  read  in
conjunction with the audited financial statements and notes thereto contained in
the  audited  financial  statements  filed  with the SEC on Form 8- K/A.  In the
opinion  of  management,   all  adjustments,   consisting  of  normal  recurring
adjustments,  necessary for a fair  presentation  of financial  position and the
results of operations  for the interim  periods  presented  have been  reflected
herein. The results of operations for interim are not necessarily  indicative of
the results to be expected for the full year. Notes to the financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial statements for 2003 as reported in the 8-K/A have been omitted.

On June 20, 2003, Covenant Financial Corporation  ("Covenant") issued 11,000,000
shares, for 100% of Air-Q Corp. After the merger, Air-Q Corp.  stockholders will
own approximately 95% of Covenant.  For accounting purposes,  the merger will be
treated as an acquisition of Covenant and a  recapitalization  of Air-Q. On June
27, 2003, Covenant changed its name to Air-Q Wi-Fi Corporation.

Air-Q Wi-Fi's year end will be December 31.

Recent Accounting Pronouncements
----------------------------------------------------------------

The Company  accounts for its stock-based  compensation  plans under  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees.   Statement  of  Financial   Accounting  Standard  ("FAS")  No.  148,
Accounting for Stock-Based  Compensation-Transition  and  Disclosure,  issued in
December  2002  requires  pro forma net  income  (loss) and pro forma net income
(loss) per share to be disclosed in interim financial statements. For the period
ended June 30, 2003,  Air-Q's pro form net loss and net loss per share are equal
to the net loss and net loss per share reported herein.

Note 2.  Common Stock
----------------------------------------------------------------

On June 20, 2003, Air-Q entered into four securities  purchase  agreements for a
total of  5,000,000  shares of common  stock at $.10 per  share.  As of June 30,
2003,  all  5,000,000  shares had been issued,  however,  only $100,000 had been
received.  The remaining  $400,000 is shown as a reduction of equity at June 30,
2003. As part of the securities  purchase  agreements,  Air-Q issued warrants to
acquire 5,000,000 shares of common stock at .$20 per share,  5,000,000 shares of
common  stock at $.30 per share,  5,000,000  shares of common  stock at $.40 and
5,000,000  shares of common stock at $.50 per share. All warrants expire on June
19, 2008.

On June 30, 2003, Air-Q issued 800,000 shares of common stock for services.  The
services were valued at $.10 per share and recorded as expense during the period
ended June 30, 2003.





                                                                               6
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations.
--------------

Background.
----------------------------------------------------------------

On June 20, 2003, there occurred a change in control of Air-Q Wi-Fi Corporation,
formerly  Covenant  Financial  Corporation.  Following  the  change  in  control
transaction,  our  then-directors  resigned and our new board of  directors  was
installed.

Also, on June 20, 2003, pursuant to a stock purchase agreement,  we acquired all
of the outstanding  capital stock of Air-Q Corp., a Nevada  corporation  ("Air-Q
NV"),  by  issuing  a total of  11,000,000  shares  of our  common  stock to the
shareholders  of Air-Q NV. Our board of  directors  did not employ any  standard
valuation formula or any other standard measure of value.

Change in Business Plan.
----------------------------------------------------------------

     General.
     --------------------------------------------

     We are a start-up business.  Our new management has committed all available
     current  and  future   capital  and  other   resources  to  the  commercial
     exploitation of our "Wi-Fi"  (wireless  fidelity)  Internet access products
     (these  proprietary  products are referred to as our Wi-Fi  products).  Our
     first market will be Baton Rouge, Louisiana.  Our business plan is based on
     the marketing of our wireless  Internet access services (these services are
     referred to as our Wi-Fi services) to businesses and residential  customers
     using our Wi-Fi products.

     What is Wi-Fi?
     --------------------------------------------

     The term "Wi-Fi" is short for "wireless fidelity" and refers to an industry
     standard for wireless equipment that meets published  802.11(x)  standards.
     Wi-Fi equipment operates in unlicensed spectra, such as 2.4 and 5.8 GHz.

Recent Sales of Equity.
----------------------------------------------------------------

On  June  20,  2002,  we  entered  into a  securities  purchase  agreement  with
Douglasdale Capital Ltd., whereby we issued securities for cash in the amount of
$125,000.  We sold Douglasdale Capital (1) 1,250,000 shares of our common stock,
(2) 1,250,000 common stock purchase warrants to purchase a like number of shares
at an exercise  price of $.20 per share,  (3)  1,250,000  common stock  purchase
warrants to  purchase a like  number of shares at an exercise  price of $.30 per
share, (4) 1,250,000 common stock purchase warrants to purchase a like number of
shares at an exercise  price of $.40 per share and (5)  1,250,000  common  stock
purchase  warrants to  purchase a like number of shares at an exercise  price of
$.50 per share.

On  June  20,  2002,  we  entered  into a  securities  purchase  agreement  with
Douglasbank Capital Ltd., whereby we issued securities for cash in the amount of
$125,000.  We sold Douglasbank Capital (1) 1,250,000 shares of our common stock,
(2) 1,250,000 common stock purchase warrants to purchase a like number of shares
at an exercise  price of $.20 per share,  (3)  1,250,000  common stock  purchase
warrants to  purchase a like  number of shares at an exercise  price of $.30 per
share, (4) 1,250,000 common stock purchase warrants to purchase a like number of
shares at an exercise  price of $.40 per share and (5)  1,250,000  common  stock
purchase  warrants to  purchase a like number of shares at an exercise  price of
$.50 per share.

On June 30, 2002,  we entered into a securities  purchase  agreement  with Heyer
Capital Fund,  whereby we issued  securities for cash in the amount of $125,000.
We sold Heyer  Capital (1) 1,250,000  shares of our common stock,  (2) 1,250,000
common  stock  purchase  warrants  to  purchase  a like  number  of shares at an
exercise price of $.20 per share, (3) 1,250,000  common stock purchase  warrants
to purchase a like number of shares at an exercise price of $.30 per share,  (4)
1,250,000 common stock purchase  warrants to purchase a like number of shares at
an exercise  price of $.40 per share and (5)  1,250,000  common  stock  purchase
warrants to  purchase a like  number of shares at an exercise  price of $.50 per
share.




                                                                               7
<PAGE>

On June 30, 2002, we entered into a securities  purchase  agreement with 1008212
Alberta Ltd.,  whereby we issued  securities for cash in the amount of $125,000.
We sold 1008212 Alberta (1) 1,250,000  shares of our common stock, (2) 1,250,000
common  stock  purchase  warrants  to  purchase  a like  number  of shares at an
exercise price of $.20 per share, (3) 1,250,000  common stock purchase  warrants
to purchase a like number of shares at an exercise price of $.30 per share,  (4)
1,250,000 common stock purchase  warrants to purchase a like number of shares at
an exercise  price of $.40 per share and (5)  1,250,000  common  stock  purchase
warrants to  purchase a like  number of shares at an exercise  price of $.50 per
share.

As of June 30, 2003, we had received only $100,000 of the total funds owed under
these  agreements.  As of the date  hereof,  we had received a total of $140,000
under these  agreements.  Our management  believes that the balance of the funds
owed under these agreements will be received during the third quarter of 2003.

Critical Accounting Policies.
----------------------------------------------------------------

There were no material  changes to our critical  accounting  policies during the
period ended June 30, 2003.

Management's  Discussion  and Analysis  discusses the results of operations  and
financial  condition as reflected in our financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America.  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,   disclosure  of  contingent  assets  and
liabilities  at the date of the  financial  statements  and reported  amounts of
revenues  and  expenses  during  the  reporting  period.  On an  ongoing  basis,
management  evaluates its estimates and  judgments,  including  those related to
accounts  receivable,  inventory  valuation,  amortization and recoverability of
long-lived  assets,   including   goodwill,   litigation  accruals  and  revenue
recognition.  Management  bases its estimates  and  judgments on our  historical
experience and other relevant  factors,  the results of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily apparent from other sources.

While we believe that the  historical  experience  and other factors  considered
provide  a  meaningful  basis  for  the  accounting   policies  applied  in  the
preparation of our consolidated  financial statements,  we cannot guarantee that
our  estimates  and  assumptions  will  be  accurate.   If  such  estimates  and
assumptions  prove to be inaccurate,  we may be required to make  adjustments to
these estimates in future periods.

Results of Operations.
----------------------------------------------------------------

During the  period  ended June 30,  2003,  we did not engage in active  business
operations.  However,  since June 30, 2003,  we have begun  construction  of our
Baton  Rouge  Wi-Fi  system and expect to have paying  customers  online  during
August 2003.  Our  statement of  operations  for the third  quarter of 2003 will
reflect these  expected  revenues.  We currently  lack the capital  necessary to
pursue our  full-scale  business  plan,  and we may never possess enough capital
with which to do so. In this circumstance, it is likely that we would never earn
a profit.

Due to our severe lack of capital,  during the period  ended June 30,  2003,  we
issued a total of 800,000  shares of our common stock to  consultants in payment
of their services. The fair value of the shares issued to consultants is $80,000
and is included in our  statement of  operations.  Issuing  shares of our common
stock was the only means by which we could obtain the consultants' services. The
value of the  consulting  services  received by us under each agreement is to be
expensed in equal monthly amounts over their respective terms.

Liquidity and Capital Resources.
----------------------------------------------------------------

Since our inception,  we have lacked  adequate  capital with which to accomplish
our business objectives. Currently, we are moderately liquid; we believe that we
possess enough cash,  through the result of recent securities sales, to complete
the  construction  of our Baton Rouge Wi-Fi system and to begin the marketing of
our Wi-Fi services  there. We have structured our business plan around the funds
to be derived from the recent sales of our  securities  and from the exercise of
the warrants  issued in connection  with such sales of  securities.  There is no
assurance  that any of these  warrants  will be exercise.  Our business  will be
materially  adversely affected,  should these warrants not be exercised by their
holders.



                                       8
<PAGE>

     Our Capital Needs.
     ---------------------------------------------

     Our current level of operations  can be maintained for the next year, as we
     received funds from our recent sales of securities.  However, to accomplish
     our business  objectives,  we will  require at least $2 million.  If we are
     unable  to  obtain  this  needed  capital,  we could be forced to cease our
     operations.  Currently we do not possess  enough  capital to accomplish our
     business objectives on a full-scale basis.

Management's Plans Relating to Future Liquidity.
----------------------------------------------------------------

To sustain our current level of operations for the next twelve  months,  we will
require additional capital of approximately $100,000. To accomplish our business
objectives,  we will  require  at least $2  million.  Our best  opportunity  for
obtaining  needed  funds is through the exercise of the  20,000,000  outstanding
warrants, which, if exercised, would provide a total of $7,000,000.  There is no
assurance that these warrants will be exercised.  We do not currently  possess a
source of capital  on the scale  necessary  for us to  accomplish  our  business
objectives.

Capital Expenditures
----------------------------------------------------------------

Through June 2003,  we made only small  expenditures  for needed  equipment.  We
currently  have  limited  capital  with  which to make any  significant  capital
expenditures.  Should  we  obtain  significant  funding,  of  which  there is no
assurance, we would be able to make significant  expenditures on equipment.  The
amount of these equipment  purchases  cannot be predicted due to the uncertainty
of funding levels and timing. However,  without additional capital, we will make
no capital expenditures.

CERTAIN STATEMENTS  CONTAINED IN THIS  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ARE "FORWARD-LOOKING  STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995 AND
ARE, THUS, PROSPECTIVE.  THESE FORWARD-LOOKING  STATEMENTS ARE SUBJECT TO RISKS,
UNCERTAINTIES  AND OTHER  FACTORS  WHICH  COULD CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM FUTURE  RESULTS  EXPRESSED  OR IMPLIED BY SUCH  FORWARD-LOOKING
STATEMENTS.  THE MOST SIGNIFICANT OF SUCH RISKS, UNCERTAINTIES AND OTHER FACTORS
IS OUR ABILITY TO OBTAIN  CAPITAL IN AMOUNTS  NECESSARY FOR US TO ACCOMPLISH OUR
BUSINESS PLAN.



Item 3. Controls and Procedures
----------------------------------------------------------------

Our Chief Executive  Officer and Acting Chief Financial Officer has reviewed and
evaluated  the  effectiveness  of our  disclosure  controls and  procedures  (as
defined  in  the  Securities  Exchange  Act  of  1934  Rules  240.13a-14(c)  and
15d-14(c)) as of a date within 90 days before the filing date of this  quarterly
report on Form  10-QSB  and has  concluded  that such  disclosure  controls  and
procedures are effective in timely  alerting him and other members of management
to material  information about our company required to be disclosed by us in our
periodic  reports  that we file or submit under the  Securities  Exchange Act of
1934. There have not been any significant changes in our internal controls or in
other factors that could significantly affect these internal controls subsequent
to the date of the evaluation.


================================================================================
                           PART II - OTHER INFORMATION
================================================================================

Item 1.  Legal Proceedings.
----------------------------------------------------------------

We are not currently involved in any legal proceeding.






                                                                               9
<PAGE>

Item 2.  Changes in Securities.
----------------------------------------------------------------

During the three months ended June 30, 2003, we issued securities as follows:

1.   (a)  Securities  Sold. In June 2003,  11,000,000  shares of Company  Common
          Stock were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  shares of Common  Stock were
          issued to David Loflin  (9,000,000  shares) and FMF Investments,  Ltd.
          (2,000,000 shares)

     (c)  Consideration. Such shares of Common Stock were issued in exchange for
          all of the outstanding shares of Air-Q Corp., a Nevada corporation.

     (d)  Exemption from Registration Claimed.  These securities are exempt from
          registration under the Securities Act of 1933, as amended, pursuant to
          the provisions of Section 4(2) thereof and Rule 506  thereunder,  as a
          transaction  not involving a public  offering.  This  purchasers  were
          sophisticated  investors  capable of  evaluating  an investment in the
          Company.

2.   (a)  Securities  Sold.  In June 2003,  1,250,000  shares of Company  Common
          Stock were sold.

     (b)  Underwriter or Other Purchasers. Such shares of Common Stock were sold
          to Heyer Capital Fund.

     (c)  Consideration.  Such shares of Common Stock were issued  pursuant to a
          securities purchase agreement for $125,000 in cash.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

3.   (a)  Securities  Sold.  In June 2003,  a total of  5,000,000  common  stock
          purchase warrants of the Company were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  options were issued to Heyer
          Capital Fund.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  securities
          purchase agreement.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

     (e)  Terms of  Conversion  or Exercise.  Exercise  prices of the  warrants:
          1,250,000  shares  at $.20 per  share;  1,250,000  shares  at $.30 per
          share;  1,250,000  shares at $.40 per share;  and 1,250,000  shares at
          $.50 per share.  All of the warrants are  exercisable  for a period of
          five years from issuance.

4.   (a)  Securities  Sold.  In June 2003,  1,250,000  shares of Company  Common
          Stock were sold.

     (b)  Underwriter or Other Purchasers. Such shares of Common Stock were sold
          to 1008212 Alberta Ltd.

     (c)  Consideration.  Such shares of Common Stock were issued  pursuant to a
          securities purchase agreement for $125,000 in cash.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

5.   (a)  Securities  Sold.  In June 2003,  a total of  5,000,000  common  stock
          purchase warrants of the Company were issued.

     (b)  Underwriter or Other  Purchasers.  Such options were issued to 1008212
          Alberta Ltd.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  securities
          purchase agreement.


                                                                              10
<PAGE>

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

     (e)  Terms of  Conversion  or Exercise.  Exercise  prices of the  warrants:
          1,250,000  shares  at $.20 per  share;  1,250,000  shares  at $.30 per
          share;  1,250,000  shares at $.40 per share;  and 1,250,000  shares at
          $.50 per share.  All of the warrants are  exercisable  for a period of
          five years from issuance.

6.   (a)  Securities  Sold.  In June 2003,  1,250,000  shares of Company  Common
          Stock were sold.

     (b)  Underwriter or Other Purchasers. Such shares of Common Stock were sold
          to Douglasdale Capital Ltd.

     (c)  Consideration.  Such shares of Common Stock were issued  pursuant to a
          securities purchase agreement for $125,000 in cash.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

7.   (a)  Securities  Sold.  In June 2003,  a total of  5,000,000  common  stock
          purchase warrants of the Company were issued.

     (b)  Underwriter  or  Other   Purchasers.   Such  options  were  issued  to
          Douglasdale Capital Ltd.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  securities
          purchase agreement.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

     (e)  Terms of  Conversion  or Exercise.  Exercise  prices of the  warrants:
          1,250,000  shares  at $.20 per  share;  1,250,000  shares  at $.30 per
          share;  1,250,000  shares at $.40 per share;  and 1,250,000  shares at
          $.50 per share.  All of the warrants are  exercisable  for a period of
          five years from issuance.

8.   (a)  Securities  Sold.  In June 2003,  1,250,000  shares of Company  Common
          Stock were sold.

     (b)  Underwriter or Other Purchasers. Such shares of Common Stock were sold
          to Douglasbank Capital Ltd.

     (c)  Consideration.  Such shares of Common Stock were issued  pursuant to a
          securities purchase agreement for $125,000 in cash.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

9.   (a)  Securities  Sold.  In June 2003,  a total of  5,000,000  common  stock
          purchase warrants of the Company were issued.

     (b)  Underwriter  or  Other   Purchasers.   Such  options  were  issued  to
          Douglasbank Capital Ltd.

     (c)  Consideration.  Such  warrants  were issued  pursuant to a  securities
          purchase agreement.

     (d)  Exemption from Registration  Claimed.  These securities were sold to a
          single non-U.S.  purchaser and are exempt from registration  under the
          Securities  Act of 1933,  as amended,  pursuant to the  provisions  of
          Regulation S thereunder.

     (e)  Terms of  Conversion  or Exercise.  Exercise  prices of the  warrants:
          1,250,000  shares  at $.20 per  share;  1,250,000  shares  at $.30 per
          share;  1,250,000  shares at $.40 per share;  and 1,250,000  shares at
          $.50 per share.  All of the warrants are  exercisable  for a period of
          five years from issuance.


                                                                              11
<PAGE>

10.  (a)  Securities Sold. In June 2003,  300,000 shares of Company Common Stock
          were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  shares of Common  Stock were
          issued to Newlan & Newlan, Attorneys at Law.

     (c)  Consideration.  Such shares of Common  Stock were  issued  pursuant to
          consulting and legal services agreement and were valued at $30,000.

     (d)  Exemption from Registration Claimed.  These securities are exempt from
          registration under the Securities Act of 1933, as amended, pursuant to
          the provisions of Section 4(2) thereof and Rule 506  thereunder,  as a
          transaction  not  involving a public  offering.  This  purchaser was a
          sophisticated  investor  capable of  evaluating  an  investment in the
          Company.

11.  (a)  Securities Sold. In June 2003,  500,000 shares of Company Common Stock
          were issued.

     (b)  Underwriter  or Other  Purchasers.  Such  shares of Common  Stock were
          issued to Peter Rochow.

     (c)  Consideration.  Such shares of Common Stock were issued  pursuant to a
          consulting  agreement and were valued at $50,000.  (d) Exemption  from
          Registration Claimed.  These securities were sold to a single non-U.S.
          purchaser and are exempt from registration under the Securities Act of
          1933,  as  amended,   pursuant  to  the  provisions  of  Regulation  S
          thereunder.



Item 3.  Defaults upon Senior Securities.
----------------------------------------------------------------

None.



Item 4.  Submission of Matters to a Vote of Security Holders.
----------------------------------------------------------------

None.



Item 5.  Other Information.
----------------------------------------------------------------

None.



Item 6.  Exhibits and Reports on Form 8-K.
----------------------------------------------------------------

(a) Exhibits.
----------------------------------------------------------------

       Exhibit No.                        Description
       -----------  ------------------------------------------------------------

          31.1      Certification  of Chief Executive  Officer  required by Rule
                    13a-14(a) or Rule 15d-14(b)

          31.2      Certification  of Chief Financial  Officer  required by Rule
                    13a-14(a) or Rule 15d-14(b)

          32.1      Certification  of Chief  Executive  Officer  Pursuant  to 18
                    U.S.C. Section 1350

          32.2      Certification  of Chief  Financial  Officer  Pursuant  to 18
                    U.S.C. Section 1350


                                       12
<PAGE>

(b) Reports on Form 8-K.
----------------------------------------------------------------

During the three months ended June 30, 2003, we filed two Current Reports on
Form 8-K, as follows:

     -    Date of Event: June 20, 2003, wherein we reported a change in control.
          This Current Report on Form 8- K, as amended,  is incorporated  herein
          by this reference; and

     -    Date of Event: June 27, 2003, wherein we reported information pursuant
          to Regulation FD.


================================================================================
                                   SIGNATURES
================================================================================

In accordance  with the  requirements  of the  Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date: August 19, 2003                           AIR-Q WI-FI CORPORATION



                                                By: /s/ DAVID LOFLIN
                                                     ---------------------------

                                                    David Loflin

                                                    President and Acting Chief
                                                    Financial Officer [Principal
                                                    Accounting Officer]



























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