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 September 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>


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

ASSETS

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

Property and equipment, net                                       62,809              3,343
Note receivable -related party                                   263,646                  -
                                                          -----------------
                                                             $   328,842         $   64,280
                                                          =================  ================


   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                            $   10,589           $      -
  Accounts payable - related party                                19,086             99,837
  Deferred gain                                                   12,000                  -
                                                          -----------------  ----------------
                                                          -----------------  ----------------
    Total current liabilities                                     41,675             99,837
                                                          -----------------  ----------------

Notes payable                                                     60,000                  -
Deferred gain                                                    251,646                  -

Stockholders' equity (deficit):
  Common stock, $0.001, 50,000,000 shares authorized:
  8,305,888 and 8,220,888 shares issued and outstanding:           8,306              8,221
  Additional paid-in capital                                   1,920,500          1,920,500
  Accumulated deficit                                          (1,953,285)       (1,964,278)
                                                          -----------------  ----------------
    Total stockholders' equity (deficit)                          (24,479)          (35,557)
                                                          -----------------  ----------------
                                                             $   328,842          $  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                     Nine months ended
                                                    September 30,                          September 30,
                                               2001                2000               2001              2000
                                         ------------------  -----------------   ---------------  ------------------
<S>                                        <C>                <C>                  <C>              <C>

Revenues                                      $    4,354         $   141,503        $  112,505         $   178,599

Cost and Expenses:
  General and administrative                       3,951             208,349           100,978             223,582
  Depreciation and amortization                      178               9,028               534              18,056
  Write off of investment                                                  -                                     -
                                         ------------------  -----------------   ---------------  ------------------
                                                   4,129             217,377           101,512             241,638
                                         ------------------  -----------------   ---------------  ------------------

Income (loss) from operations                         225             (75,874)          10,993              (63,039)

Interest expense, net                                  -               6,893                 -              15,422

                                         ------------------  -----------------   ---------------  ------------------
Net income (loss)                               $     225         $   (82,767)       $  10,993          $   (78,461)
                                         ==================  =================   ===============  ==================

Basic and diluted income (loss) per
common share                                        $0.00              $(0.01)           $0.00               $(0.01)
                                         ==================  =================   ===============  ==================

Weighted average shares outstanding             8,228,605          8,220,888         8,230,229           8,220,888
                                         ==================  =================   ===============  ==================

</TABLE>

            See accompanying notes to interim condensed consolidated
                             financial statements.


<PAGE>


                         COVENANT FINANCIAL CORPORATION
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                        Nine months ended September 30,
                                                       ------------------------------------
                                                            2001                2000
                                                       ------------------------------------
<S>                                                    <C>                    <C>

Cash flows from operating activities:
  Net income                                              $    10,993          $   (78,461)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                                 534              18,056
    Common stock issued for services                               85                   -
  Changes in operating assets and liabilities
    Accounts receivable                                        57,613              (23,680)
    Other current assets                                            -             (232,296)
    Accounts payable                                          (70,162)             62,725
                                                       ----------------   -----------------
        Net cash used in operating activities                     (937)           (253,656)
                                                       ----------------   -----------------

Cash flows from investing activities:
  Capital expenditures                                         (60,000)                 -

Cash flows from financing activities:
  Payments on notes payable                                         -              (60,000)
  Proceeds from notes payable                                  60,000             325,000
                                                       ----------------   -----------------
                                                               60,000             265,000
                                                       ----------------   -----------------

Net increase (decrease) in cash and cash equivalents              (937)            11,344
Cash and cash equivalents at beginning of period                  937                   -
                                                       ----------------   -----------------
Cash and cash equivalents at end of period                   $      -          $   11,344
                                                       ================   =================

Cash paid for:
  Taxes                                                             -                   -
  Interest                                                          -                   -

</TABLE>

            See accompanying notes to interim condensed consolidated
                             financial statements.



<PAGE>

                         COVENANT FINANCIAL CORPORATION
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                               September 30, 2001


Note 1:Presentation

The condensed balance sheet of the Company as of September 30, 2001, the related
condensed statements of operations for the three and nine months ended September
30, 2001 and 2000 and the  statements  of cash flows for the nine  months  ended
September 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
nine months  ended  September  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/A  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 - 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.


<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 continues to pursue hotel management  contracts and believes
that it will secure some in the near future.

Comparison of Operating Results

Revenues  decreased  $137,149 from $141,503 for the three months ended September
30, 2000 to $4,354 for the three months ended September 30, 2001.

Costs and Expenses  decreased from $217,377 for the three months ended September
30, 2000 to $4,129 for the three months ended  September 30, 2001.  The decrease
was principally due to the decrease in general and administrative expenses.

Income from operations was $225 for the three months ended September 30, 2001 as
compared to a loss from  operations  of  $(75,874)  for the three  months  ended
September 30, 2000.

The Company had net income of $225 for the three months ended September 30, 2001
as compared to a net loss of $(82,767) for the three months ended  September 30,
2000.

As of September 30, 2001, the Company had an accumulated deficit of $1,953,285.

Liquidity and Capital Resources

The cash position of the Company decreased during the third quarter,  going from
$9,051  at the  beginning  of the  quarter  to $-0-  at the end of the  quarter.
Although the  Company's  liquid  position has recently  declined,  the Company's
management  believes that the Company is in a better financial state than it was
in the first  quarter  since it sold an asset  producing  no revenue  for a note
receivable  which gives the Company a monthly cash flow.  This monthly cash flow
will help the Company  cover the  expenses of  soliciting  new hotel  management
contracts and general operating costs.

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.

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

<PAGE>

PART II.  OTHER INFORMATION


Item  1.  Legal Proceedings.

The Company is not involved in any legal proceedings.

Item  2.  Changes in Securities.

The Company issued 85,000 shares of common stock for services.

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