SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

(Mark One)

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

                  For the quarterly period ended June 30, 2001

                                       OR

[    ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 33-19961


                         COVENANT FINANCIAL CORPORATION
         --------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                        75-2224650
---------------------------------               --------------------------------
(State or other  jurisdiction of               (IRS Employer Identification No.)
 incorporation  or  organization)

           6060 North Central Freeway, Suite 560, Dallas, Texas 75206
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (214) 800-2842
                            -------------------------
                           (Issuer's telephone number)

                                       N/A
               --------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate  by check mark  whether the  registrant  (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                              Yes :    No 9

As of May 14,  2002  there  were  869,100  shares of Common  Stock of the issuer
outstanding.


<PAGE>


                               TABLE OF CONTENTS

                           PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             2

Item 2     Management's Discussion and Analysis or Plan of Operation        7

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                7
Item 2     Changes in Securities                                            7
Item 3     Default upon Senior Securities                                   7
Item 4     Submission of Matters to a Vote of Security Holders              7
Item 5     Other Information                                                7
Item 6     Exhibits and Reports on Form 8-K                                 7


<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                         COVENANT FINANCIAL CORPORATION
                             CONDENSED BALANCE SHEET
<TABLE>

                                                            June 30,         December 31,
                                                              2001               2000
                                                         ----------------------------------
                                                          (Unaudited)
<S>                                                       <C>                <C>

ASSETS

Current assets:
  Cash                                                      $    9,051           $    937
  Account receivable - related party                             2,387             60,000
                                                         ----------------  ----------------
    Total current assets                                        11,438             60,937
                                                         ----------------  ----------------

Property and equipment, net                                      2,987              3,343
                                                         ----------------  ----------------
                                                            $   14,425         $   64,280
                                                         ================  ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                          $   20,128           $      -
  Accounts payable - related party                              19,086             99,837
                                                         ----------------  ----------------
    Total current liabilities                                   39,214             99,837
                                                         ----------------  ----------------

Stockholders' equity (deficit):
  Common stock, $0.001, 50,000,000 shares authorized:
  8,220,888 shares issued and outstanding:                       8,221              8,221
  Additional paid-in capital                                 1,920,500          1,920,500
  Accumulated deficit                                        (1,953,510)       (1,964,278)
                                                         ----------------  ----------------
    Total stockholders' equity (deficit)                        (24,789)          (35,557)
                                                         ----------------  ----------------
                                                            $   14,425          $  64,280
                                                         ================  ================
</TABLE>

            See accompanying notes to interim condensed consolidated
                             financial statements.


<PAGE>



                         COVENANT FINANCIAL CORPORATION
                        CONDENSED STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>

                                                  Three months ended
                                                       June 30,                      Six months ended June 30,
                                               2001                2000               2001              2000
                                         ------------------  -----------------   ---------------  ------------------
<S>                                       <C>                <C>                  <C>              <C>

Revenues                                      $   17,638          $   37,096        $  108,151          $   37,096

Cost and Expenses:
  General and administrative                      37,378              15,233            97,027              15,233
  Depreciation and amortization                      178               9,028               356               9,028
  Write off of investment                                                  -                                     -
                                         ------------------  -----------------   ---------------  ------------------
                                                  37,556              24,261            97,383              24,261
                                         ------------------  -----------------   ---------------  ------------------

Income (loss) from operations                      (19,918)           12,835            10,768              12,835

Interest expense, net                                  -               8,529                 -               8,529

                                         ------------------  -----------------   ---------------  ------------------
Net income (loss)                              $   (19,918)       $    4,306         $  10,768          $    4,306
                                         ==================  =================   ===============  ==================

Basic and diluted income (loss) per
common share                                        $(0.00)            $0.00             $0.00               $0.00
                                         ==================  =================   ===============  ==================

Weighted average shares outstanding             8,220,888          8,220,888         8,220,888           8,220,888
                                         ==================  =================   ===============  ==================


</TABLE>
            See accompanying notes to interim condensed consolidated
                             financial statements.
<PAGE>


                         COVENANT FINANCIAL CORPORATION
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>

                                                           Six months ended June 30,
                                                      -------------------------------------
                                                            2001                2000
                                                      -------------------------------------
<S>                                                   <C>                    <C>

Cash flows from operating activities:
  Net income                                              $    10,768          $    4,306
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                                 356               9,028
  Changes in operating assets and liabilities
    Accounts receivable                                        57,613              (37,096)
    Other current assets                                            -             (209,194)
    Accounts payable                                          (60,623)              9,031
                                                      -----------------   -----------------
        Net cash used in operating activities                   8,114             (223,925)
                                                      -----------------   -----------------

Cash flows from financing activities:
                                                      -----------------   -----------------
  Proceeds from notes payable                                       -             325,000
                                                      -----------------   -----------------

Net increase (decrease) in cash and cash equivalents            8,114             101,075
Cash and cash equivalents at beginning of period                  937                   -
                                                      -----------------   -----------------
Cash and cash equivalents at end of period                 $    9,051         $   101,075
                                                      =================   =================

Cash paid for:
  Taxes                                                             -                   -
  Interest                                                          -                   -


</TABLE>

<PAGE>
                         COVENANT FINANCIAL CORPORATION
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2001


Note 1:Presentation

The  condensed  balance  sheet of the Company as of June 30,  2001,  the related
condensed  statements of operations  for the three and six months ended June 30,
2001 and 2000 and the statements of cash flows for the six months ended June 30,
2001 and 2000 included in the condensed financial  statements have been prepared
by the Company  without audit.  In the opinion of management,  the  accompanying
condensed  financial  statements include all adjustments  (consisting of normal,
recurring  adjustments)  necessary to summarize  fairly the Company's  financial
position and results of operations. The results of operations for the six months
ended June 30, 2001 are not necessarily  indicative of the results of operations
for the full year or any other interim period. The information  included in this
Form 10-QSB  should be read in  conjunction  with  Management's  Discussion  and
Analysis and Financial  Statements  and notes thereto  included in the Company's
December 31, 2000 Form 10-KSB.

NOTE 2 - Subsequent Event

The Company has a note receivable  dated July 25, 2001 in the original amount of
$268,000 from the Wilkerson Group, an affiliated group. The note is non-interest
bearing,  and  payable in 44  monthly  installments  of $1,000  and 112  monthly
installments of $2,000. The Company acquired the note in exchange for management
contracts.  The  Company  recorded a deferred  gain and  records  revenue as the
installments are received.



<PAGE>


Item 2:

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS.

This report contains  forward looking  statements  within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of 1934.  These  forward  looking  statements  are subject to certain  risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results or  anticipated  results,  including  those set forth  under
"Factors that may affect future  results" in this  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
report. The following discussion and analysis should be read in conjunction with
the Company's financial  statements and notes thereto included elsewhere in this
report.

Overview

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  managed hotels and had three hotels under  management  contracts at
June 30, 2001. 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.  The Company  continues to pursue  hotel  management  contracts  and
believes that it will secure some in the third quarter.

The Company is in  negotiations  to acquire three hotels and to have  management
contracts with these hotels as well.

Comparison of Operating Results

Revenues  decreased  $19,458 or 52% from $37,096 for the three months ended June
30, 2000 to $17,638 for the three months ended June 30, 2001.

Costs and Expenses  increased  $22,145 or 145% from $24,261 for the three months
ended June 30, 2000 to $37,556 for the three  months  ended June 30,  2001.  The
increase  was  principally  due to the  increase in general  and  administrative
expenses.

The Company had a net loss of ($19,918) for the three months ended June 30, 2001
compared to net income of $4,306 for the three months ended June 30, 2000.

As of June 30, 2001, the Company had an accumulated deficit of $1,953,510.

Liquidity and Capital Resources

The cash position of the Company  increased during the second quarter going from
a  negative  $710 at the  beginning  of the  quarter to $9,051 at the end of the
quarter.  The  Company  had a working  capital  deficit of $27,776 for the three
months  ended June 30, 2001 which was an  improvement  over the working  capital
deficit of $38,900 for the three months ended June 30, 2000.

PART II.  OTHER INFORMATION


Item  1.  Legal Proceedings.
<PAGE>

The Company is not involved in any legal proceedings.

Item  2.  Changes in Securities.

Registrant has made no changes in its securities.

Item  3.  Defaults Upon Senior Securities.

Registrant has no senior securities and accordingly no defaults.

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.

None.


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 there unto duly authorized.



                                    Covenant Financial Corporation
                                    ---------------------------------
                                    (Registrant)


                                    BY: /s/  Douglas A. Larson
                                    ------------------------------
                                    Douglas A. Larson
                                    President

DATE:  May 14, 2002