SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

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

                For the quarterly period ended September 30, 2002

                                       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                                      01-0623010
-------------------------------                 --------------------------------
(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 X    No

As of November 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

Item 3     Controls and Procedures

                           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>


                                                          September 30,    December 31,
                                                               2002            2001
                                                         --------------   -------------
                                                           (Unaudited)
<S>                                                      <C>              <C>

ASSETS


Current assets:
  Cash                                                     $    519         $     -
  Accounts receivable                                             -           2,387
  Note receivable - related party                            12,000          12,000
                                                         -----------------  -----------
    Total current assets                                     12,519          14,387
                                                         -----------------  -----------

Property and equipment, net                                  57,505          67,690
Note receivable -related party                              218,654         230,654
                                                         -----------------  -----------
                                                          $ 288,678        $312,731
                                                         =================  ===========
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                        $  12,951        $  8,728
  Accounts payable - related party                           30,687          30,687
  Current portion of notes payable                            9,903          11,339
  Deferred gain                                              12,000          12,000
                                                       ----------------  --------------
    Total current liabilities                                65,541          62,754
                                                       ----------------  --------------

Notes payable                                                46,573         49,496
Deferred gain                                               218,654        230,654

Stockholders' equity (deficit):
  Common stock, $0.001, 50,000,000 shares authorized:
  869,100 and 844,843 shares issued and outstanding:            869            845
  Additional paid-in capital                              1,944,617      1,930,151
  Accumulated deficit                                    (1,987,576)    (1,961,169)
                                                       ----------------  --------------
    Total stockholders' equity (deficit)                    (42,090)       (30,173)
                                                       ----------------  --------------
                                                          $ 288,678       $312,731
                                                       ================  ==============
</TABLE>

<PAGE>

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


                                                Three months ended                Nine months ended
                                                  September 30,                     September 30,
                                             ---------------------------            -------------
                                                2002            2001           2002            2001
                                             -----------      ----------    ---------       ----------
<S>                                          <C>              <C>           <C>             <C>

Revenues                                     $      -         $      -      $  12,000     $   108,151

Cost and Expenses:
  General and administrative                        -           12,366         26,121          96,624
  Depreciation and amortization                 3,000              356         10,185             534
                                            -----------  ---------------   ------------  --------------
                                                3,000           12,722         36,306          97,383
                                            -----------  ---------------   ------------  --------------

Income (loss) from operations                  (3,000)         (12,722)       (24,306)         10,993

Interest expense, net                             700                -          2,101               -

                                            -----------  ---------------   ------------  --------------
Net income (loss)                           $  (3,700)      $  (12,722)    $  (26,407)    $    10,993
                                            ===========  ===============   ============  ==============

Basic and diluted income (loss) per common  $   (0.00)          $(0.15)    $    (0.03)    $      0.13
share
                                            ===========  ===============   ============  ==============

Weighted average shares outstanding           869,100           82,208        861,646          82,208
                                            ===========  ===============   ============  ==============

</TABLE>

<PAGE>

                         COVENANT FINANCIAL CORPORATION
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                  Nine months ended
                                                                    September 30,
                                                            ----------------------------
                                                              2002               2001
                                                            ---------         ----------
<S>                                                         <C>               <C>

Cash flows from operating activities:
  Net income (loss)                                         $ (26,407)        $ 10,993
    Adjustments to reconcile net income to net
     cash used in operating
      activities:
    Depreciation and amortization                              10,185              534
    Bad debts                                                   2,387                -
    Stock issued for services                                     243                -
  Changes in operating assets and liabilities
    Accounts receivable                                             -           57,613
    Accounts payable                                            4,923          (70,077)
                                                            -------------   ------------
        Net cash provided by (used in) operating activities    (8,669)            (937)
                                                            -------------   ------------

Cash flows from financing activities:
  Payments on notes payable                                    (5,059)               -
  Expenses paid by shareholders                                14,247                -
                                                            -------------   ------------
                                                                9,188                -
                                                            -------------   ------------

Net increase (decrease) in cash and cash equivalents              519             (937)
Cash and cash equivalents at beginning of period                    -              937
                                                            -------------   ------------
Cash and cash equivalents at end of period                   $    519       $        -
                                                            =============   ============

Cash paid for:
  Taxes                                                      $      -       $        -
  Interest                                                   $  1,400       $        -


</TABLE>

<PAGE>

                         COVENANT FINANCIAL CORPORATION
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                               September 30, 2002

Note 1:Presentation

The condensed balance sheet of the Company as of September 30, 2002, the related
condensed statements of operations for the three and nine months ended September
30, 2002 and 2001 and the statements of cash flows for the nine months ended
September 30, 2002 and 2001 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
three and six months ended September 30, 2002 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, 2001 Form 10-KSB.

NOTE 2 - Note Receivable - Related Party

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. No payments were received in the 3rd quarter 2002.

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company's actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.

Overview

HMGT was incorporated in the State of Delaware on February 25, 2000 under the
name of HMGT Management Corporation. On July 6, 2000, HMGT merged into the
Company, then named Spartan Oil Corporation. This transaction 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 manages hotels but currently has no hotels under management
contract. The Company had as many as ten under management contracts until the
owners of those hotels encountered financial problems and lost ownership of the
hotels. The Company is currently in negotiations to acquire hotels and to have
management contracts with these hotels and believes that it will secure some in
the near future.

Comparison of Operating Results

There were no revenues for the three months ended September 30, 2002 and 2001.

Revenues decreased $96,151 to $12,000 for the nine months ended September 30,
2002 from $108,151 for the nine months ended September 30, 2001.

Costs and Expenses decreased to $3,000 for the three months ended September 30,
2002 from $12,722 for the three months ended September 30, 2001. The decrease
was principally due to the decrease in general and administrative expenses.

Costs and Expenses decreased to $36,306 for the nine months ended September 30,
2002 from $97,383 for the nine months ended September 30, 2001. The decrease was
principally due to the decrease in general and administrative expenses.

Loss from operations was $3,000 for the three months ended September 30, 2002
compared to a loss from operations of $12,722 for the three months ended
September 30, 2001.

Loss from operations was $24,306 for the nine months ended September 30, 2002
compared to income from operations of $10,993 for the nine months ended
September 30, 2001.

The Company recorded a net loss of $3,700 for the three months ended September
30, 2002 compared to a net loss of $12,722 for the three months ended September
30, 2001.

The Company recorded a net loss of $26,407 for the nine months ended September
30, 2002 compared to net income of $10,993 for the nine months ended September
30, 2001.

As of September 30, 2002, the Company had an accumulated deficit of $1,987,576.
<PAGE>

Liquidity and Capital Resources

The cash position of the Company increased during the first quarter, going from
$0 at the beginning of the quarter to $519 at the end of the quarter. Douglas A.
Larson, the Company's former President, paid expenses on behalf of the Company
totaling $14,247 during the first quarter of 2002. The Company sold an asset
producing no revenue for a note receivable which gives the Company monthly cash
flow. This monthly cash flow will help the Company cover the expenses of
soliciting new hotel management contracts and general operating costs. No
payments were received in the 3rd quarter 2002.

We assigned a management contract for a $268,000 note which pays $1,000 each
Monday starting July 23, 2001 for thirty weeks and then pays $2,000 each Monday
thereafter until the note is paid in full. No interest is attached to the note.

ITEM 3.   CONTROLS AND PROCEDURES

Based on the evaluation by Messrs. Gary Bell and Keith D. Newton, the chief
executive officer and the principal accounting officer of the Company, of the
effectiveness of the Company's disclosure controls and procedures conducted as
of a date within 90 days of the filing date of this quarterly report, Messrs.
Bell and Newton concluded that, as of the evaluation date, (i) there were no
significant deficiencies or material weaknesses of the Company's disclosure
controls and procedures, (ii) there were no significant changes in the internal
controls or in other factors that could significantly affect internal controls
subsequent to the evaluation date, and (iii) no corrective actions were required
to be taken.

PART II.  OTHER INFORMATION

Item  1.  Legal Proceedings.

The Company is not involved in any legal proceedings.

Item  2.  Changes in Securities.

None

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.

In July 2002, Douglas A. Larson, Steve Vande Berg, and Dean Grosskopf resigned
as the Company's directors and Douglas A. Larson and Jeffrey Heinzen resigned as
the Company's President and Secretary, respectively. Gary Bell, Keith D. Newton,
and C. Keith Wilkerson, II became the directors of the Company and they elected
Gary Bell to serve as the Company's President and Keith D. Newton to serve as
the Company's Treasurer and Secretary.

In January 2002, Douglas A. Larson and Wilkerson  Consulting,  Inc. entered into
an agreement  whereby Douglas A. Larson was going to acquire 5,000,000 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.

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

a)       Exhibits

          99.1 Certification   Pursuant  to  U.S.C.  Section  1350,  as  Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter for which this
         report is filed.
<PAGE>

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/  Gary Bell
                                    ------------------------------
                                    Gary Bell
                                    President
DATE:  November 14, 2002

<PAGE>


                             FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATION

I, Gary Bell, certify that:

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

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of 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 quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

4.  The  registrant's  other  certifying  officer  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 we 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 quarterly report is being prepared;

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

     (c)  presented  in  this  quarterly   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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  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.

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not 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: November 14, 2002                 /s/ Gary Bell
                                  Name:  Gary Bell
                                  Title: President

<PAGE>

                             FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Keith D. Newton, certify that:

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

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of 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 quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

4.  The  registrant's  other  certifying  officer  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 we 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 quarterly report is being prepared;

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

     (c)  presented  in  this  quarterly   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 officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  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.

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not 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: November 14, 2002               /s/ Keith D. Newton
                                Name:  Keith D. Newton
                                Title: Principal Accounting Officer