=============================================
                                   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 March 31, 2004

                                       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 5-24-04
------------------------------------        ------------------------------------
   Common Stock, $.001 par value                        20,596,704

<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 March 31, 2004 (unaudited)                             3

Statement of Revenues and Expenses for the Three Months Ended
March 31, 2004, and for the Period from June 17, 2003 (Inception),
 Through March 31, 2004 (unaudited)                                        4

Statement of Cash Flows for the Three Months Ended March 31, 2004,
and for the Period from June 17, 2003 (Inception),
Through March 31, 2004 (unaudited)                                         5

Notes to Financial Statements                                              7



<PAGE>
<TABLE>
<CAPTION>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES
         --------------------------------------------------------------

                    (Formerly Covenant Financial Corporation)
                          (A DEVELOPMENT STAGE COMPANY)



                                  BALANCE SHEET
                                 MARCH 31, 2004
                                   (Unaudited)

                                     ASSETS
<S>                                                                     <C>
Current assets:

      Cash                                                              $   455,035
                                                                        -----------

                             Total Current Assets                           455,035



Equipment                                                                    23,869
                                                                        -----------

                                 Total Assets                           $   478,904
                                                                        ===========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

      Accounts payable                                                  $     4,600

      Notes payable                                                          54,988
                                                                        -----------

                          Total current liabilities                          59,588

Stockholders' equity:

      Preferred stock, $.001 par value, 50,000,000 shares authorized,           500
      500,000 Series A shares issued and outstanding

      Common stock, $.001 par value; 200,000,000 shares                      20,439
      authorized, 20,194,204 shares issued and outstanding

      Additional paid-in capital                                          3,573,855

      Deficit accumulated during the development stage                   (3,175,478)
                                                                        -----------

                          Total Stockholders' Equity                        419,316
                                                                        -----------

Total Liabilities and Stockholders' Equity                              $   478,904
                                                                        ===========
</TABLE>



The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>
<CAPTION>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES
         --------------------------------------------------------------

                    (Formerly Covenant Financial Corporation)
                          (A DEVELOPMENT STAGE COMPANY)



                        STATEMENT OF REVENUE AND EXPENSES
                  Three Months Ended March 31, 2004, and Period
                 from June 17, 2003 (Inception), Through March
                              31, 2004 (Unaudited)

                                            Three Months Ended    Inception through
                                              March 31, 2004        March 31, 2004
                                            ------------------    ------------------
<S>                                         <C>                   <C>
Revenues                                    $              218    $              218

General and administrative                             766,265             2,557,846
                                            ------------------    ------------------

Net loss                                              (766,047)           (2,557,628)

Deemed dividend on preferred stock                    (165,442)             (165,442)
                                            ------------------    ------------------

Net loss available to common stockholders             (931,707)           (2,392,186)
                                            ==================    ==================

Net loss per share:

      Basic and diluted                     $            (0.05)
                                            ==================



Weighted number shares outstanding:

      Basic and diluted                             20,394,292
                                            ==================
</TABLE>



The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>
<CAPTION>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES
         --------------------------------------------------------------
                    (Formerly Covenant Financial Corporation)
                          (A DEVELOPMENT STAGE COMPANY)



                             STATEMENT OF CASH FLOWS
                          Three Months Ended March 31,
                       2004, and Period from June 17, 2003
                         (Inception), Through March 31,
                                2004 (Unaudited)

                                                          Three Months Ended    Inception through
                                                            March 31, 2004        March 31, 2004
                                                          ------------------    ------------------
<S>                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                  $         (766,047)   $       (3,175,478)

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

           Depreciation                                                4,322                 8,748

           Stock issued for services                                 617,850             2,642,676

       Changes in assets and liabilities:

           Accounts payable                                                3                 6,709
                                                          ------------------    ------------------

CASH FLOWS USED IN OPERATING ACTIVITIES                             (143,872)             (517,345)
                                                          ------------------    ------------------



CASH FLOWS FROM INVESTING ACTIVITIES:

       Purchase of equipment                                               0               (32,620)
                                                          ------------------    ------------------



CASH FLOWS FROM FINANCING ACTIVITIES:

       Issuance of note payable                                            0                55,000

       Issuance of preferred shares                                  209,558               209,558

       Issuance of warrants                                          290,442               290,442

       Sale of common stock, net                                           0               450,000
                                                          ------------------    ------------------

CASH FLOWS PROVIDED BY FINANCING                                     500,000             1,005,000
ACTIVITIES:
                                                          ------------------    ------------------





<PAGE>

NET INCREASE IN CASH                                                 356,128               455,035

Cash, beginning of period                                             98,907                     0
                                                          ------------------    ------------------

Cash, end of period                                       $          455,035    $          455,035
                                                          ==================    ==================



Supplemental information:

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

       Interest paid                                      $                0    $                0
                                                          ==================    ==================
</TABLE>




























The accompanying notes are an integral part of these statements.

<PAGE>

                    AIR-Q WI-FI CORPORATION AND SUBSIDIARIES
         --------------------------------------------------------------

                    (Formerly Covenant Financial Corporation)
                          (A DEVELOPMENT STAGE COMPANY)



                          NOTES TO FINANCIAL STATEMENTS
                           March 31, 2004 (Unaudited)



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

The  accompanying   unaudited  interim  financial   statements  of  Air-Q  Wi-Fi
Corporation ("Air-Q"), formerly Covenant Financial Corporation ("Covenant") 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.

      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 March 31,  2004,  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
-----------------------------------------------------------------------

In January and March of 2004,  Wi-Fi issued  165,500  shares of common stock for
services.  The  services  were valued using the market price on the date issued,
resulting in $617,850 in compensation expense.

Note 3.  Preferred Stock
-----------------------------------------------------------------------

Air-Q is authorized to issue  50,000,000  shares of preferred  stock,  $.001 par
value. On March 2, 2004, Air-Q issued 500,000 shares of a newly created Series A
convertible preferred stock (the "preferred stock"), and issued 250,000 warrants
to purchase 250,000 shares of our common stock at an exercise price of $3.50 per
share and 250,000  warrants to purchase 250,000 shares of our common stock at an
exercise price of $4.50 per share for cash proceeds totaling $500,000.

The shares of Series A preferred  stock are convertible at any time into 100,000
shares of Air-Q common stock. The shares of common stock underlying the Series A
preferred stock and the warrants possesses certain demand registration rights.

The warrants  issued to the holders of the Preferred Stock were assigned a value
of $290,442,  which  decreased the carrying  value of the Preferred  Stock.  The
warrants  were  valued  using  the  Black-Scholes   method  with  the  following
assumptions:  a risk-free interest rate of 3.5%, and expiration date of March 1,
2007, a volatility  factor of 53% and a dividend yield of 0%. In connection with
the  issuance of the  Preferred  stock and  warrants,  Air-Q  recorded  $165,442
related to the beneficial  conversion feature on the Preferred Stock as a deemed
dividend,  which will be  reflected in the income or loss  applicable  to common
stockholders  in the  calculation  of basic and  diluted  net loss per share.  A
beneficial  conversion feature is present because the effective conversion price
of the  Preferred  Stock was less that the fair value of the common stock on the
commitment date.

<PAGE>

                           FORWARD-LOOKING STATEMENTS

This  report by Air-Q Wi-Fi  Corporation  contains  forward-looking  statements.
These are statements  regarding financial and operating  performance and results
and  other  statements  that  are not  historical  facts.  The  words  "expect",
"project", "estimate", "believe", "anticipate", "intend", "plan", "forecast" and
similar expressions are intended to identify forward-looking statements. Certain
important risks could cause results to differ  materially from those anticipated
by some of the forward-looking  statements.  Some, but not all, of the important
risks that could cause actual results to differ  materially from those suggested
by the forward-looking statements include, among other things:

      -     Events that deprive us of the services of our  president and largest
            shareholder, David Loflin;

      -     Whether  or not we can  successfully  introduce  our Wi-Fi  Internet
            access services in our chosen markets;

      -     Whether we are able to obtain adequate  capital with which to pursue
            our full business plan; and

      -     Other uncertainties,  all of which are difficult to predict and many
            of which are beyond our control.

We do not intend to update forward-looking statements.



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. Pursuant to a stock purchase agreement,
FMF Investments, Ltd., a Texas limited partnership, purchased 611,000 shares, or
54.59%, of our outstanding common stock from Eric Anderson. FMF Investments paid
Mr.  Anderson a total of  $70,000 in cash,  which  funds  were  obtained  by FMF
Investments through its other business activities and not as a loan.

Following FMF Investments'  acquiring control,  our then-directors  resigned and
FMF Investments, acting by written consent in lieu of a meeting of a majority of
shareholders, elected David Loflin and Waddell D. Loflin as our directors.

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,  or  approximately  95% of the
then-outstanding  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.

For accounting purposes, the reverse-merger will be treated as an acquisition of
Covenant   Financial   Corporation   (now  Air-Q   Wi-Fi   Corporation)   and  a
recapitalization of Air-Q Corp. (now a subsidiary of Air-Q Wi-Fi Corporation).

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

We are a start-up  business.  Our management has committed all available current
and future capital and other resources to expanding our Wi-Fi services business.
We currently  provide  Wi-Fi  services to  customers in Baton Rouge,  Louisiana,
Phoenix, Arizona, and Boulder, Colorado.



<PAGE>

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

      2004
      --------------------------------------------------------------

      In March 2004, we entered into a securities purchase agreement. Under this
      agreement,  we issued  securities  for cash in the amount of $500,000,  as
      follows:  500,000 shares of our Series A preferred stock, convertible into
      100,000 shares of our common stock after September 2, 2004, 250,000 common
      stock purchase warrants to purchase a like number of shares at an exercise
      price of $3.50 per share and 250,000  common  stock  purchase  warrants to
      purchase a like number of shares at an exercise  price of $4.50 per share.
      These warrants expire March 1, 2007.

      2003
      --------------------------------------------------------------

      In  June  2003,  we  entered  into  four  separate   securities   purchase
      agreements.  Under each  agreement,  we issued  securities for cash in the
      amount of  $125,000,  as follows:  1,250,000  shares of our common  stock,
      1,250,000  common  stock  purchase  warrants  to purchase a like number of
      shares at an  exercise  price of $.20 per share,  1,250,000  common  stock
      purchase warrants to purchase a like number of shares at an exercise price
      of $.30 per share,  1,250,000 common stock purchase warrants to purchase a
      like number of shares at an exercise price of $.40 per share and 1,250,000
      common stock  purchase  warrants to purchase a like number of shares at an
      exercise  price  of $.50  per  share.  For more  information  about  these
      agreements,  please  see the  discussion  under  "Certain  Transactions  -
      Securities Purchases".

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

There were no material  changes to our critical  accounting  policies during the
period ended March 31, 2004.

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  March 31,  2004,  we  generated  $218  (unaudited)  in
revenues from our business  operations.  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 March 31,  2004,  we
issued shares of our common stock to consultants  in payment of their  services.
The fair value of the shares issued to consultants is $617,850  (unaudited)  and
is included in our  statement  of revenue and  expenses.  Issuing  shares of our
common  stock  was the only  means by which  we could  obtain  the  consultants'
services.  The full value of the consulting  services  received by us under each
agreement has been expensed.

We do not expect to incur  consulting  expenses during the remainder 2004 in any
significant amount. However, our management may, if necessary,  hire consultants
and pay them in cash,  shares  of our  common  stock or a  combination  thereof,
should our circumstances change.

<PAGE>

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 pursue
more  aggressively  our strategies  for expanding our  "footprint" as quickly as
possible.  Now, in  addition  to  internally  generated  growth,  we are seeking
individuals and companies to become Wi-Fi development partners. To date, we have
entered into Wi-Fi  development  agreements with three  entities.  Our growth in
Arizona and California is attributable to the efforts of our development partner
there.

Until we obtain  funds  through the  exercise of our  outstanding  warrants,  or
otherwise,  we will not aggressively pursue additional development partners. Our
management has made this determination  because of its desire not to over-commit
our  resources.  Our  management's  philosophy  is to make  capital  and related
commitments only to the extent our available  capital permits.  Our management's
philosophy  may,  in the  future,  prove to have  been  flawed,  to the  extreme
detriment to our business and, ultimately, our shareholders.

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

      Our current  level of  operations  can be  maintained  for the next twelve
      months,  as we  have  received  approximately  $1,000,000  from  sales  of
      securities  during 2003 and 2004. To begin the  aggressive  pursuit of our
      business  objectives,  we will  require  an  additional  approximately  $1
      million.

      Currently,  we do not possess  enough capital to pursue  aggressively  our
      business objectives.

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

We possess  adequate  capital to sustain our current level of operations for the
next twelve months.

In March 2004, we obtained  $500,000 from the sale of units of our securities to
a private  investor.  The proceeds from this sale of securities  will be used to
purchase needed Wi-Fi equipment,  for marketing and for working  capital.  These
funds are  sufficient  permit us to continue our current level of operations for
at least twelve months.

We have a note payable  totaling $55,000 at December 31, 2003. The proceeds from
this note were used for working capital.  This note, including accrued interest,
will be repaid out of proceeds  derived  from the  exercise  of our  outstanding
warrants.

Our best  opportunity  for  obtaining  funds needed to pursue  aggressively  our
business  objectives  is  through  the  exercise  of the  9,500,000  outstanding
warrants,   which,  if  exercised,   would  provide  a  total  of  approximately
$8,000,000.  There is no assurance that these warrants will be exercised.  We do
not currently possess another potential source of capital on a similar scale.

Capital Expenditures.
---------------------------------------------------------------------------

For the three months ended March 31, 2004, 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.


<PAGE>




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 the end of the period  covered by this report 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  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the  Securities  Exchange Act of 1934) during the fiscal  quarter to which
this report relates that have materially  affected,  or are reasonably likely to
materially affect, our internal control over financial reporting.


================================================================================
                           PART II - OTHER INFORMATION
================================================================================
Item 1. Legal Proceedings.
--------------------------------------------------------------------------------

We are not currently involved in any legal proceeding.



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

During the three months ended March 31, 2004, we issued securities as follows:

1.    (a)   Securities  Sold.  In  February  2004,  a total of 26,000  shares of
            Company Common Stock were issued.

      (b)   Underwriter  or Other  Purchasers.  Such shares of Common Stock were
            issued to JPM Holdings, Inc.

      (c)   Consideration. Such shares of Common Stock were issued pursuant to a
            development agreement and were valued at approximately $90,000.

      (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.

2.    (a)   Securities  Sold. In March 2004,  500,000 shares of Company Series A
            Preferred Stock were issued.

      (b)   Underwriter  or Other  Purchasers.  Such shares of Common Stock were
            issued to Claymore Asset Management Ltd.

      (c)   Consideration.  Such shares of Series A Preferred  Stock were issued
            pursuant to a securities purchase agreement for $500,000 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.

<PAGE>



      (e)   Terms of  Conversion  or Exercise.  The shares of Series A Preferred
            Stock have the right,  at the holder's  option,  at any time or from
            time to time following the one hundred  eightieth day from issue, to
            convert any of such  shares of series A  preferred  stock into fully
            paid and  non-assessable  shares of our common stock, at the rate of
            one  share of  common  stock  for  every  five  shares  of  series A
            preferred stock so converted.

3.    (a)   Securities  Sold.  In March 2004,  a total of 500,000  common  stock
            purchase warrants of the Company were issued.

      (b)   Underwriter  or Other  Purchasers.  Such  warrants  were  issued  to
            Claymore Asset Management Ltd. (c) Consideration. Such warrants were
            issued  as  part  of  a  unit  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:
            250,00  shares at $3.50 per share;  and 250,000  shares at $4.50 per
            share.  All of the  warrants are  exercisable  for a period of three
            years from issuance.



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

<PAGE>

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

      During the three months ended March 31, 2004, we filed one Current  Report
      on Form 8-K, as follows:

            -     Date of Event:  March 2, 2004, wherein we reported the sale of
                  units of preferred stock and warrants;  this Current Report on
                  Form 8- K is incorporated herein by this reference.

      Subsequent  to March 31,  2004,  we have filed one Current  Report on Form
      8-K, as follows:

            -     Date of  Event:  April  23,  2004,  wherein  we  reported  the
                  cancellation  of  outstanding  warrants  the  issuance  of new
                  warrants in their stead;  this Current  Report on Form 8- K is
                  incorporated herein by this reference.



                                   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: May 24, 2004                      AIR-Q WI-FI CORPORATION



                                        By: /s/ DAVID LOFLIN
                                            ---------------------------------
                                            David Loflin

                                            President and Acting Chief Financial
                                            Officer [Principal Accounting
                                            Officer]