1

                          U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549


                                   FORM 10K-SB
                 Annual Report under Section 13 or 15 (d) of the
                         Securities Exchange Act 1934:

                       Fiscal Year Ended December 31, 2002

                         Commission File Number: 0-23873

                          MOMENTUM HOLDINGS CORPORATION
                    (Exact Name of Registrant in its Charter)

          Delaware                                           13-4099008
(State or other Jurisdiction
    of Incorporation)                          (IRS Employer Identification No.)

             477 Madison Avenue, 12th Floor, New York, NY 10022-5839
           (Address of Principal executive Offices including Zip Code)

                                 (212) 308-8700
                         (Registrant's Telephone Number)

       Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par

Check whether  Registrant (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment thereto. [ X ]

Registrant's revenues for its most recent fiscal year: $ -0-

Market  value of Common  stock held by  non-affiliates  at  December  31,  2002:
$14,250

Shares of Common Stock outstanding at December 31, 2002: 2,000,011 shares

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes [ X ] No [ ]


                                TABLE OF CONTENTS


                                     PART I

Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

Item 4. Submissions of Matters to a Vote of Security Holders


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Item 6. Management's Discussion and Analysis or Plan of Operation

Item 7. Financial Statements

Item 8. Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
        Financial Disclosures

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K

Item 14. Controls and Procedures

                                   SIGNATURES

                                 CERTIFICATIONS



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

Momentum  Holdings  Corporation  ("Momentum")  was  incorporated  in Delaware on
January 13, 2000 under the name Momentum  Holding Corp. Upon its formation,  the
Registrant was a wholly owned  subsidiary of Momentum  Productions,  Inc., a New
York corporation formed on February 23, 1999  ("Productions")  which was engaged
in the business of developing and producing live theatrical properties. On March
22, 2000, Buffalo Capital VIII, Ltd., a Colorado corporation formed on September
19, 1997 ("Buffalo") acquired all of the issued and outstanding capital stock of
Productions.

On June 21, 2000,  the  shareholders  of Buffalo  approved the merger of Buffalo
with and into the  Registrant.  The merger was effected on July 14,  2000.  As a
result,  the corporate domicile and name of Buffalo were changed to Delaware and
Momentum Holdings  Corporation,  respectively,  and Productions  became a wholly
owned subsidiary of Momentum.

Since its acquisition,  Productions and its live theatrical  business  sustained
increasing  losses,  which led to Momentum  disposing of 100% of its interest in
Productions on December 31, 2001.  Momentum,  including  Productions through its
disposition  on  December  31,  2001,  is   hereinafter   referred  to  as  "the
Registrant."

The Registrant's  address is 477 Madison Avenue, 12th Floor, New York, NY 10022,
and its telephone and facsimile  numbers are (212) 308-8700 and (212)  308-3949,
respectively.  The Registrant's registered agent in the State of Delaware is The
Corporation  Trust  Company,  Corporation  Trust  Center,  1209  Orange  Street,
Wilmington, DE 19801.

Recent Developments
-------------------

In December  2001,  the  Registrant's  management  determined it was in its best
interest  to  dispose  of  Productions  and  its  live  entertainment  business.
Accordingly,  on  December  31,  2001,  the  Registrant  entered  into an  Asset
Disposition  Agreement with Momentum  Resolution  Trust,  an affiliated New York
trust formed by the Registrant's management to resolve Productions' affairs (the
"Trust").  The Trust purchased 100% of the outstanding  shares of Productions in
exchange for the Trust's  assumption of specified  liabilities of the Registrant
aggregating  $300,000.  As  Productions'  liabilities  exceeded  its  assets  by
$2,614,731,   the  disposition   resulted  in  an  aggregate   increase  to  the
Registrant's  stockholders  equity of  $2,914,731  at  December  31,  2001,  the
classification    of   which   was   further    refined   in   January,    2002.

On  February  5, 2002,  Midwest  Merger  Management,  LLC,  a  Kentucky  limited
liability  company  engaged  in  the  business  of  identifying,  acquiring  and
financing  business  operations  for  more  than  five  years  ("MMM")  acquired
12,001,465 shares of the Registrant's  Common Stock from the Registrant's former
officers,  directors,  and the  Trust.  In light of the fact  that MMM  acquired
66.67% of the issued and outstanding  shares of the  Registrant's  Common Stock,
MMM  may  materially   influence  and  exercise   effective   control  over  the
Registrant's  affairs,  including but not limited to, the election of directors.
Accordingly, MMM may be deemed to be a parent of the Registrant. Although MMM is
actively  seeking a new business  operation for the Registrant,  there can be no
assurance that MMM's plan of redirection  can be implemented in a timely manner,
if at all, or that such plan will achieve any material degree of success.

Effective  April 5, 2002,  and  pursuant to approval  by its  shareholders  at a
Special  Meeting  held on March 25,  2002,  the  Registrant's  Common  Stock was
reverse  split on a one for 100 basis.  As a result of this reverse  split,  the
number of shares of the  Registrant's  Common Stock then outstanding was reduced
from  18,000,000 to 180,000  shares.  The reverse split has been reflected as of
January 1, 2001, in the enclosed consolidated financial statements.

In April 2002, in exchange for 1,000,000 shares of the Registrant's Common Stock
valued at $40,000  issued to MMM, MMM arranged for Brentwood  Capital  Corp.,  a
privately  owned  business   development  company  of  which  MMM  is  a  client
("Brentwood"),  to  represent  the  Registrant  in its  acquisition  search.  In
addition,  MMM incurred $32,800 of operating expenses on the Registrant's behalf
during the six months ended June 2002 that was exchanged  for 820,000  shares of
the  Registrant's  Common  Stock.  The foregoing  expenses and merchant  banking
services  at June 30,  2002,  together  with an  additional  $25,638 of expenses
advanced by Brentwood  on the  Registrant's  behalf  during the six months ended
December 31, 2002, represent virtually all of the administrative expenses of the
Registrant  for the fiscal year ended  December 31, 2002. No  assurances  can be
given that MMM's plan to acquire or merge the Registrant  with another  business
operation  will be  successful,  or that  Brentwood  will  continue  to fund the
Registrant's expenses in that regard indefinitely.

On February 6, 2002, the Registrant  filed a Registration  Statement on Form S-8
registering  an  aggregate of 5,000,000  shares of its Common  Stock,  $.001 par
value per share.  The shares are issuable  upon the exercise of options  granted
under the  Registrant's  2002 Stock  Option Plan.  On February 13, 2002,  and as
hereinafter  disclosed in Item 10, the Registrant granted an option to Brentwood
to purchase an aggregate of 1,000,000  shares at $.40 per share. On February 15,
2002, the Registrant accepted Brentwood's  acquisition search services valued at
$40,000 as payment in full for  Brentwood's  option.  At December 31,  2002,  an
aggregate of 4,000,000 shares of the  Registrant's  common stock remain eligible
for the granting of options under the 2002 Stock Option Plan.

On December 23, 2002,  the Registrant  executed a Share Exchange  Agreement with
WorldLink Technologies,  Inc., a Florida corporation ("WorldLink").  Pursuant to
the Share Exchange Agreement, WorldLink agreed to exchange all 79,060,292 issued
and outstanding shares of its common stock for 23,999,999 newly-issued shares of
the  Registrant's  common  stock,  $.001  par value  per  share  (the  "Exchange
Shares").  The number of the Exchange  Shares is subject to reduction based upon
revenues  and total  assets to be  reported  in  WorldLink's  audited  financial
statements  for the year ended  December 31, 2001,  and its unaudited  financial
statements  for the nine (9) months  ended  September  30, 2002 (the  "WorldLink
Financial Statements"). The Share Exchange Agreement provides that the number of
Exchange  Shares to be issued to  WorldLink  shall be reduced by 75,000 for each
$100,000 that WorldLink's  revenues are less than  $7,000,000;  and additionally
reduced by 75,000 for each $100,000 that WorldLink's  total assets are less than
$13,000,000.  The closing of the  transaction  is scheduled to take place on the
second business day following  WorldLink's  delivery of the WorldLink  Financial
Statements,  the  Registrant's  filing  of a  Certificate  of  Amendment  to its
Certificate   of   Incorporation   increasing   its   authorized   common  stock
capitalization to 95,000,000 shares, and other conditions precedent.

Live Theatrical Entertainment Business

Through  Productions,   the  Registrant  was  engaged  in  the  development  and
production of live theatrical properties through December 31, 2001.  Productions
was the managing general partner of Dinner with Friends, LP and The Supper Club,
LP, which  operated the  Off-Broadway  production  of Dinner with Friends at the
Variety Arts Theatre in New York, NY from  November  1999 through May 2001,  and
began  commercializing  the North American  touring rights  relating  thereto in
October 2000, respectively. Productions was also managing general partner of The
Ringing,  LP, which  produced the revival of Bells are Ringing,  at the Plymouth
Theatre on Broadway from April through June 2001. Productions additionally owned
the rights to Thunder  Knocking at the Door from 1999 through 2000, and retained
the  domestic  and  certain  international  rights  to Play  On!,  and a musical
adaptation of Summer of 42.

In view of the dramatic  reduction in revenues from Dinner with Friends and Play
On!, and the losses  incurred in  connection  with Bells are Ringing and Thunder
Knocking at the Door,  Productions  was forced to abort further  development and
production activities.  Accordingly, in December 2001, the Registrant determined
it  was  in  its  best  interests  to  dispose  of  Productions   and  its  live
entertainment business.

Business of the Registrant

Since January 1, 2002, and as a result of its December 31, 2001,  disposition of
its  entertainment  business,  the  Registrant  has  not had  any  revenue  from
operations.  During this period, the Registrant has been principally  engaged in
seeking to consummate a business  combination with a profitable  privately owned
company. Accordingly, and despite the fact that management does not consider the
Registrant to be a development stage company, it is possible that the Registrant
could be considered to be a blank check company.  As defined in Section  7(b)(3)
of the  Securities  Act of 1933,  as amended (the  "Securities  Act"),  a "blank
check" company is an entity that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or an acquisition with
an unidentified  company or companies and is issuing "penny stock" securities as
defined in Rule 3(a)(51) of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act").  The Securities  and Exchange  Commission and many states have
enacted statutes, rules and regulations limiting the sale of securities of blank
check companies.

The Registrant will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Registrant.  In certain instances, a
target  company may wish to become a subsidiary of the Registrant or may wish to
contribute or sell assets to the Registrant  rather than to merge. No assurances
can  be  given  that  the  Registrant  will  be  successful  in  identifying  or
negotiating  with any target company.  The Registrant  seeks to provide a method
for a foreign  or  domestic  private  company to become a  reporting  ("public")
company  whose  securities  are  qualified  for  trading  in the  United  States
secondary market.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the  Registrant,  and  the  substitution  by the  target  company  of its own
management  and  board  of  directors.  No  assurances  can be  given  that  the
Registrant  will  be able to  enter  into a  business  combination,  or,  if the
Registrant  does enter into such a business  combination  no  assurances  can be
given as to the  terms of a  business  combination,  or as to the  nature of the
target company.

Risk Factors

The  Registrant's  business is subject to numerous risk  factors,  including the
following:

No Operating  History or Revenue and Minimal  Assets.  The Registrant has had an
unprofitable  operating  history and no revenues or earnings from operations for
the last 12  months.  The  Registrant  has no  significant  assets or  financial
resources.  The Registrant  will, in all likelihood,  incur  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in the  Registrant  incurring a net operating loss
which will increase  continuously until the Registrant can consummate a business
combination with a target company. There can be no assurance that the Registrant
will be able to identify such a target  company and  consummate  such a business
combination on acceptable  terms or that it will derive any benefit from the net
operating loss.

Speculative Nature Of The Registrant's  Proposed Operations.  The success of the
Registrant's  proposed  plan of  operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established  operating histories,  there can be no assurance that the Registrant
will be able to identify a candidate satisfying such criteria.  In the event the
Registrant  completes a business  combination,  the success of the  Registrant's
operations  will be dependent upon management of the target company and numerous
other factors beyond the Registrant's control.

Scarcity of and Competition for Business  Opportunities  and  Combinations.  The
Registrant  is and  will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition  target  candidates for the Registrant.  Nearly all such entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities than the Registrant and,  consequently,  the Registrant
will  be  at  a  competitive   disadvantage  in  identifying  possible  business
opportunities and successfully completing a business combination.  Moreover, the
Registrant  will also compete  with  numerous  other small  public  companies in
seeking merger or acquisition candidates.

No  Assurance  Concerning  the  WorldLink  Business   Combination.   Except  for
WorldLink, the Registrant has no current arrangement, agreement or understanding
with respect to engaging in a merger with or acquisition of a specific  business
entity.  There  can be no  assurance  that the  Registrant's  proposed  business
combination  with WorldLink will be successfully  concluded.  At March 15, 2003,
WorldLink  had  not  delivered  the  WorldLink   Financial   Statements  to  the
Registrant;  and the  Registrant  had  neither  terminated  the  Share  Exchange
Agreement nor waived the production of the WorldLink  Financial  Statements as a
condition  precedent  to the  proposed  transaction  closing.  In the  event the
proposed  transaction  with WorldLink fails to close,  there can be no assurance
that the  Registrant  will be able to  negotiate  another  combination  on terms
favorable to the Registrant or on any terms.

Continued  Management  Control,  Limited  Time  Availability.  While  seeking  a
business  combination,  management  anticipates devoting up to twenty (20) hours
per month to the business of the  Registrant.  The  Registrant's  only executive
officer is Anthony R. Russo and its only "outside"  director is Danny L. Pixler,
neither  of whom  have  entered  into  written  employment  agreements  with the
Registrant or are expected to do so in the  foreseeable  future.  The Registrant
has  not  obtained  key  man  life  insurance  on its  officers  and  directors.
Notwithstanding   the  combined  limited   experience  and  time  commitment  of
management,  loss of the  services  of Anthony R. Russo would  adversely  affect
development of the  Registrant's  business and its likelihood of  consummating a
business combination.

Conflicts of Interest - General. Both Messrs. Russo and Pixler, the Registrant's
two Directors, participate in other business ventures which may compete directly
with the Registrant.  Although none are  anticipated,  conflicts of interest and
non-arms length  transactions may also arise in the future.  Management does not
anticipate  that the Registrant  will seek a merger with, or acquisition of, any
entity in which any  member of  management  serves as an  officer,  director  or
partner,  or in which they or their  family  members  own or hold any  ownership
interest.  See "ITEM 9.  Directors,  Executive  Officers,  Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

Reporting  Requirements May Delay or Preclude Acquisition.  Section 13 of the 34
Act requires the Registrant to provide  certain  information  about  significant
acquisitions  including  certified  financial  statements for the business being
acquired  covering  one or two  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
companies  to prepare  such  financial  statements  may  significantly  delay or
essentially preclude  consummation of an otherwise desirable  acquisition by the
Registrant.  Acquisition  prospects that do not have or are unable to obtain the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the Exchange Act are applicable.

Lack of Market  Research  or  Marketing  Organization.  The  Registrant  has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions  contemplated by the Registrant.  Even in the
event demand exists for a merger or acquisition of the type  contemplated by the
Registrant,  there can be no assurance  the  Registrant  will be  successful  in
completing any such business combination.

Lack  of  Diversification.   The  Registrant's  proposed  operations,   even  if
successful,  will, at least in the short term and in all  likelihood in the long
term, result in the Registrant engaging in a business  combination with only one
business opportunity.  Consequently, the Registrant's activities will be limited
to those engaged in by the business opportunity which the Registrant merges with
or acquires.  The  Registrant's  inability to diversify  its  activities  into a
number of areas may subject the  Registrant  to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Registrant's operations.

Probable Change in Control and Management.  A business combination involving the
issuance of the  Registrant's  common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Registrant.  Any such  business  combination  may  require  shareholders  of the
Registrant to sell or transfer all or a portion of the Registrant's common stock
held by them.  The  resulting  change in control of the  Registrant  will likely
result in removal of the present  officers and directors of the Registrant and a
corresponding  reduction in or elimination of their  participation in the future
affairs of the Registrant.

Reduction  of  Percentage   Ownership   Following  Business   Combination.   The
Registrant's  primary  plan of  operation  is based upon the  consummation  of a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the Registrant  issuing  securities to  shareholders  of such business
entity.  The issuance of previously  authorized and unissued common stock of the
Registrant  would  result in  reduction  in  percentage  of shares  owned by the
present  shareholders of the Registrant and would most likely result in a change
in control and management of the Registrant.

Aspects  of Blank  Check  Offering.  The  Registrant  may enter  into a business
combination  with a business  entity that desires to establish a public  trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse  consequences  of  undertaking  its own  public  offering  by  seeking a
business combination with the Registrant. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
or  the  inability  to  obtain  an  underwriter  on  terms  satisfactory  to the
Registrant or the target.

Taxation.  Federal and state tax consequences will, in all likelihood,  be major
considerations  in  any  business  combination  the  Registrant  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Registrant intends to structure any business  combination so as
to minimize the federal and state tax  consequences  to both the  Registrant and
the  target  company;  however,  there can be no  assurance  that such  business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free  treatment upon a transfer of
stock or assets. A non-qualifying  reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.

Requirement   of  Audited   Financial   Statements   May   Disqualify   Business
Opportunities.  Management  of the  Registrant  will request that any  potential
business opportunity provide audited financial statements. One or more potential
combination  candidates may opt to forego pursuing a business  combination  with
the Registrant  rather than incur the burdens  associated with preparing audited
financial statements.  In such case, the Registrant may choose to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business  combination,  with further  assurances that an
audited  financial   statement  would  be  provided  after  closing  of  such  a
transaction.   Closing   documents   for   such  a   transaction   may   include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.

ITEM 2. DESCRIPTION OF PROPERTY

Pursuant to a Advisory and Occupancy Services Agreement dated December 30, 2002,
with Brentwood, the Registrant occupies 300 square feet of office space, located
at 477 Madison Avenue,  12th Floor,  New York, NY 10022.  The office  facilities
were provided to the  Registrant by Brentwood  without charge from March through
September, 2002, and at the rate of $2,000 per month thereafter for a minimum of
one year and cancelable thereafter upon 60 days notice. The Registrant's current
office  facilities  are adequate for its present needs,  and management  expects
that the Registrant  will continue this  arrangement  until the completion of an
acquisition or merger.

ITEM 3. LEGAL PROCEEDINGS

Since its  inception,  no  material  legal  proceedings  have ever been  pending
against the Registrant. As of the date of this Report, no legal proceedings have
been threatened against or settled by the Registrant.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Neither  during the fourth  quarter of the fiscal year ended  December 31, 2002,
nor at any time  since  March 25,  2002,  did the  Registrant  conduct an Annual
Meeting  of its  stockholders  pursuant  to  definitive  proxy  materials  under
Regulation 14A under the Exchange Act, or otherwise.


                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

Since approximately December 1999, the Registrant's common stock, its only class
of trading securities, has been quoted in the NASDAQ Bulletin Board Market under
the symbol MMHG.  The  following  table sets forth the range of high and low bid
price  information for the common stock for each fiscal quarter for the past two
fiscal years.  High and low bid  quotations  represent  prices  between  dealers
without  adjustment for retail  mark-ups,  mark-downs or commissions and may not
necessarily  represent actual  transactions.  The following quotations have been
adjusted  for a one for 100 reverse  split of the  Registrant's  common stock on
April 5, 2002.

       Quarter End                       Low Bid                   High Bid

       December 31, 2002                 $  0.15                   $  1.01
       September 30, 2002                   0.25                      1.50
       June 30, 2002                        0.11                      1.05
       March 3l, 2002                       0.04                      0.32

       December 31, 2001                    0.03                      0.10
       September 30, 2001                   0.05                      0.29
       June 30, 2001                        0.09                      0.39
       March 3l, 2001                       0.09                      0.40

Since the Registrant's shares began trading in the NASDAQ Bulletin Board Market,
the prices for its shares have fluctuated widely. There may be many factors that
may explain these variations.  The Registrant believes that such factors include
(a)  the  demand  for  its  common  stock,  (b)  the  number  of  shares  of the
Registrant's  common stock  available  for sale,  (c)  developments  in the live
entertainment  industry,  and (d) changes in the performance of the stock market
in general, among others.

In recent  years,  the stock  market has  experienced  extreme  price and volume
fluctuations  that have had a  substantial  effect on the market prices for many
small  and  emerging  growth  companies  such as the  Registrant,  which  may be
unrelated  to  the  operating  performances  of  the  specific  companies.  Some
companies  that have  experienced  volatility in the market price of their stock
have been the objects of securities class action  litigation.  If the Registrant
became the object of  securities  class  action  litigation,  it could result in
substantial  costs and a diversion of its  management's  attention and resources
and have an adverse effect on the Registrant's  ability to consummate a business
combination.  In addition,  holders of shares of the  Registrant's  common stock
could suffer  substantial losses as a result of fluctuations and declines in the
market price of the Registrant's common stock.

The trading of shares of the Registrant's common stock is subject to limitations
set forth in Rule 15g-9 of the Exchange Act.  This rule imposes  sales  practice
requirements  on  broker-dealers  who sell  so-called  "penny stocks" to persons
other  than  established   customers,   accredited  investors  or  institutional
investors. For any transaction involving a penny stock, unless exempt, the rules
require that a broker or dealer: (i) approve a person's account for transactions
in penny stocks;  and (ii) receive from the investor a written  agreement to the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or dealer  must:  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  relating to the penny stock  market,  which,  in highlight
form,  (i)  sets  forth  the  basis on  which  the  broker  or  dealer  made the
suitability determination; and (ii) that the broker or dealer received a signed,
written  agreement from the investor prior to the  transaction.  Disclosure also
has to be made  about  the risks of  investing  in penny  stocks in both  public
offerings and in secondary  trading,  and about commissions  payable to both the
broker-dealer  and the  registered  representative,  current  quotations for the
securities  and the rights and  remedies  available  to an  investor in cases of
fraud in penny stock transactions.  Finally,  monthly statements have to be sent
disclosing  recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

(b)  Holders

As of December 31, 2002, the  approximate  number of holders of record of shares
of the  Registrant's  Common Stock,  $.001 par value per share, the Registrant's
only class of trading securities, was believed by management to be as follows:

         Title of Class                            Number of Record Holders
         --------------                            ------------------------

         Common Stock, $.001 par                            150

Management  believes there are many  shareholders  whose  securities are held in
street name with various brokerage  houses.  The exact number of shareholders is
unknown to the Registrant.

(c)  Dividends.

The Registrant has paid no dividends  during the fiscal years ended December 31,
2001 and 2002. Other than the requirements of the General Corporation Law of the
State of Delaware  that  dividends be paid out of capital  surplus only and that
the declaration  and payment of a dividend not render the Registrant  insolvent,
there are no restrictions on the  Registrant's  present or future ability to pay
dividends.

The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant's  earnings,  its capital  requirements,  and its financial
conditions, as well as other relevant factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

On  December  31,  2001,  the  Registrant  discontinued  its live  entertainment
operations  and as a result did not report any  revenues  or direct  expenses in
2002.

Commencing  on January 1, 2002,  the  Registrant's  general  and  administrative
expenses were entirely  attributable  to its reporting  obligation  under the 34
Act,  its tax and good  standing  obligations  to the States of Delaware and New
York, and the payment of transfer agent fees and  incidental  overhead  expenses
associated  with  searching for a business  combination  candidate.  During this
period,  and  pursuant to an Advisory and  Occupancy  Services  Agreement  dated
December 30, 2002, the Registrant's  general and administrative  activities were
facilitated  by Brentwood.  Pursuant to the  agreement,  Brentwood  provided the
Registrant  with  office  facilities  on a  rent-free  basis from March  through
September  2002,  and at $2,000 per month  thereafter,  and  certain  management
services  without  charge from March 2002 through  March 2003 and at the rate of
$7,500 per month thereafter.

The  Registrant  did not conduct any  research  and  development  or selling and
marketing   activities  in  the  fiscal  year  ended   December  31,  2002.  The
Registrant's principal activity is seeking a profitable privately owned business
with  which  to  enter  into a  business  combination  with  the  assistance  of
Brentwood.

During the fiscal year ended December 31, 2002, the Registrant  recognized a net
loss of $98,658.  The net loss was principally  the result of accrued  franchise
tax obligations,  professional fees and related overhead expenses. The amount of
general and administrative expenses in 2002 was $98,258. The Registrant does not
anticipate sales of any products or service in the foreseeable future other than
those of a potential merger partner.

The drastic  reduction in both the  Registrant's  gross  revenue and general and
administrative  expenses for the fiscal year ended December 31, 2002 compared to
2001,  was entirely  attributable  to the  Registrant's  divestiture of its live
theatrical  entertainment  operations.  This  divestiture  left  the  Registrant
without  material assets or capital  resources.  Accordingly,  during the fiscal
year ended December 31, 2002, continued economic viability of the Registrant was
entirely  dependent  upon: (1) Brentwood  providing the  Registrant  with office
facilities and management  services on favorable terms, and (2) the Registrant's
successful business  combination with a profitable operating company. The future
of the Registrant is entirely dependent on new management's  ability to secure a
business combination partner or establish profitable operations.

Financial Condition

In December 2001, the Registrant  disposed of its live theatrical  entertainment
business  and changed its  direction  to  searching  for a business  combination
partner.  At December 31, 2002, the Registrant did not have any significant cash
or assets.  The Registrant's  current  liabilities of $25,838 as of December 31,
2002,  represented a significant  increase  from its current  liabilities  as of
December  31,  2001.  The  increase  was  entirely  attributable  to the accrued
professional  fees and expenses  incurred  during the latter part of 2002, as an
aggregate of $72,800 of the  Registrant's  expenses during the first half of the
year were satisfied through the original issuance of shares of its Common Stock.

The  Registrant is  authorized  to issue up to  50,000,000  shares of its Common
Stock; and 10,000,000  shares of Preferred Stock,  $.001 par value per share. As
of December 31, 2002,  there were 2,000,011  shares of the  Registrant's  Common
Stock issued and outstanding,  an increase of 1,820,000 shares from December 31,
2001. As of December 31, 2002,  no shares of the  Registrant's  Preferred  Stock
were issued and outstanding.

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
December 31, 2002 or 2001.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position or operating results.

Forward Looking Statements

This report includes "Forward-Looking  Statements" within the meaning of Section
27A of the  Securities  Act and Section 21E of the Exchange Act. Any  statements
that express or involve  discussions with respect to predictions,  expectations,
beliefs,  plans,  projections,  objectives,  assumptions  or  future  events  or
performance (often, but not always,  using words or phrases such as "expects" or
"does not  expect",  "is  expected",  "anticipates"  or "does  not  anticipate",
"plans",  "estimates" or "intends",  or stating that certain actions,  events or
results  "may",  "could",  "would",  "might"  or "will"  be  taken,  occur or be
achieved) are not statements of historical  fact and may be considered  "forward
looking  statements".  Such statements are included,  among other places in this
registration  statement,  in the sections entitled "Management's  Discussion and
Analysis or Plan of Operation,"  "Description  of Business" and  "Description of
Property." Forward-looking  statements are based on expectations,  estimates and
projections  at the time the  statements are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially  from those  presently  anticipated.  Although  we  believe  that the
expectations  reflected in such forward-looking  statements are reasonable,  the
Registrant can give no assurance that such  expectations will prove to have been
correct.

ITEM 7. FINANCIAL STATEMENTS


        Independent Auditors Report

        Consolidated Balance Sheets at December 31, 2002 and 2001

        Consolidated Statements of Operations for the Years Ended
                 December 31, 2002 and 2001

        Consolidated Statement of Stockholders' Equity (Deficiency)
                 for the Years Ended December 31, 2002 and 2001

        Consolidated Statements of Cash Flows for the Years Ended
                 December 31, 2002 and 2001

        Notes to Consolidated Financial Statements


                          INDEPENDENT AUDITOR'S REPORT

                                BLOOM & CO., LLP
                           Certified Public Accountant
                          50 Clinton Street - Suite 502
                            Hempstead, New York 11550
                                Tel. 516 486-5900


Board of Directors
Momentum Holdings Corporation
477 Madison Avenue - 12th Floor
New York, NY 10022


We have  audited  the  balance  sheet of  Momentum  Holdings  Corporation  as of
December 31, 2002, and the related  statements of income,  accumulated  deficit,
and cash  flows for the year then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements  of Momentum  Holdings  Corporation  as of December  31,  2001,  were
audited by other  auditors  whose  report dated  February 5, 2002,  expressed an
unqualified  opinion  on  those  statements.  We  also  audited  the  adjustment
described in Note 7 that was applied to restate the opening  accumulated deficit
and additional paid in capital accounts for the year ended December 31, 2002. In
our opinion such adjustment is appropriate and has been properly applied.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2002 financial statements referred to above present fairly,
in  all  material   respects,   the  financial  position  of  Momentum  Holdings
Corporation  as of December 31, 2002,  and the results of its operations and its
cash  flows for the year then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been prepared  assuming  Momentum
Holdings  Corporation will continue as a going concern. As discussed in the Note
3, the Company has sustained accumulated losses of $2,022,193, from inception to
December 31, 2002 and has  discontinued  its principal line of  operations.  The
Company's  ability  to  continue  as a  going  concern  is  dependent  upon  the
successful completion of management plans to raise equity capital to finance the
operating and capital  requirements of Momentum Holdings  Corporation  including
its search for a viable business  combination  candidate.  Management's plans in
regard to these matters are also  described in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

Bloom & Co., LLP
Hempstead, New York
March 22, 2003




                          MOMENTUM HOLDINGS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 and 2001




                                                 2002                2001
                                                 ----                ----


ASSETS

Current assets:

     Cash                                     $        100        $        41
                                               -----------        -----------
        Total current assets                           100                 41
                                               -----------        -----------

        Total assets                          $        100        $        41
                                               ===========        ===========



LIABILITIES and STOCKHOLDERS' EQUITY

Current liabilities:
    Due to Brentwood Capital Corp.            $     25,638        $        -
    Accrued income taxes payable                       200                 -
                                                 ---------         ---------
      Total liabilities                             25,838                 -
                                                 ---------         ---------

Stockholders' equity (deficit):
    Preferred stock, $.01 par,
    10,000,000 shares Authorized;
    no shares issued and outstanding          $         -         $        -

    Common stock, $.001 par,50,000,000 shares
    Authorized; 2,000,011 and 180,011
    shares issued and outstanding in
    2002 and 2001, respectively                      2,000               180

    Additional paid-in capital                   1,994,455         4,161,504
    Retained earnings                           (2,022,193)       (4,161,643)
                                                -----------        ---------
      Total stockholders' equity (deficit)         (25,738)               41
                                                ----------         ---------

      Total liabilities and
        stockholders' equity                  $        100       $        41
                                                ==========         =========




           See accompanying Notes to Consolidated Financial Statements



                          MOMENTUM HOLDINGS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                 2002               2001
                                                 ----               ----
Revenue:
    Box office income                        $        -        $ 4,962,025
    Royalties and other income                        -            279,543
                                              ---------          ---------

         Total revenue                                -          5,241,568
                                              ---------          ---------


Costs of revenue:
    Theatre production expenses                      -           5,981,773
    Development costs                                -               5,925
    Amortization of production costs                 -           6,110,973
                                            ----------           ---------
         Total cost of revenue                       -          12,098,671
                                            ----------          ----------

Gross loss                                           -          (6,857,103)
General and administrative expenses             98,258             877,788
                                            ----------          ----------

Operating loss before minority interest        (98,258)         (7,734,891)

Minority interest                                    -           4,332,889
                                            -----------          ---------
Loss before taxes                              (98,258)         (3,402,002)
                                            -----------          ---------

Income tax expense:
    Current                                        400               1,179
    Deferred                                         -             175,000
                                           -----------           ---------
                                                   400             176,179
                                           -----------           ---------

Net loss                                       (98,658)         (3,578,181)
                                           ===========          ==========



Loss per share                           $        (.06)     $       (8.29)
                                           ===========       ============


Weighted average shares outstanding           1,313,846           161,695
                                           ===========      ============





          See accompanying Notes to Consolidated Financial Statements.



                          MOMENTUM HOLDINGS CORPORATION
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                     YEARS ENDED DECEMBER 31, 2002 and 2001




                                  Preferred stock,           Common stock,
                                    $.01 par                  $.001 par

                                  Shares    Amount       Shares        Amount


Balance, January 1, 2001               -   $    -       11,704,500    $11,704
Effect of 1:100 Reverse
Split of Common Stock                  -        -      (11,587,444)   (11,587)
                                 -------    -----       ----------    -------
January 1, 2001, restated              -        -          117,056        117
Issuance of shares
in cancellation of debt -
      Third parties                    -        -           20,000         20

      Related parties                  -        -           37,500         37

Sale of preferred shares         350,000      3,500              -          -

Minority interest -
   Change in capital, net              -        -                -          -
   Share of period results             -          -
                                                                 -          -
Exchange of preferred for
common shares                  (350,000)    (3,500)          2,700          3

Issuance of shares in
exchange for services                  -          -          2,755          3

Disposition of Productions             -          -              -          -

Net loss                                          -
                                       -                         -          -
                               ---------  ---------    -----------   --------
                               ---------  ---------    -----------   --------
Balance, December  31,
2001, restated for 1:100
reverse stock split                    -  $       -        180,011     $  180

Reclassification of
opening capital accounts
per Note 7                             -          -              -          -
                               ---------- ---------    -----------   --------
                               ---------- ---------    -----------   --------
Balance, January 1, 2002,
after reclassification                 -  $       -        180,011        180

shares for - cash                      -          -          1,975          2
             Services                  -          -      1,818,025      1,818


Net loss                               -          -              -          -
                              ----------   --------     ----------    -------
                              ----------   --------     ----------    -------

Balance, December 31, 2002             -  $       -      2,000,011   $  2,000
                             ===========  =========    ===========    =======
                                           -


          See accompanying Notes to Consolidated Financial Statements.



                          MOMENTUM HOLDINGS CORPORATION
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                     YEARS ENDED DECEMBER 31, 2002 and 2001




                              Additional      Retained
                               paid-in        earnings      Minority
                               capital       (deficit)      interest      Total
                              ---------       -------       --------     ------

Balance, January 1, 2001      $ 687,495    $ (583,462)   $ 1,046,828  $1,162,565
Effect of 1:100 Reverse
Split of Common Stock            11,587             -              -          -
                              ---------       -------      ---------   --------

January 1, 2001, restated       699,082      (583,462)     1,046,828   1,162,565

Issuance of shares
in cancellation of debt -
      Third parties              79,980             -             -       80,000
      Related parties           149,963             -             -      150,000


Sale of preferred shares        311,499             -             -      314,999

Minority interest -
   Change in capital, net             -             -     3,372,115    3,372,115
   Share of period results            -             -   (4,332,889)  (4,332,889)


Exchange of preferred for
common shares                     3,497             -            -            -

Issuance of shares in
exchange for services             2,752             -            -        2,755

Disposition of Productions    2,914,731             -     (86,054)    2,828,677

Net loss                              -    (3,578,181)          -    (3,578,181)
                              ---------    ----------   ----------   ----------
                              ---------    ----------   ----------   ----------

Balance, December  31,
2001, restated for 1:100
reverse stock split         $ 4,161,504   $(4,161,643)  $       -   $       41

Reclassification of
opening capital accounts
per Note 7
                             (2,238,108)    2,238,108           -           -
                              ---------    ----------   ---------    --------

Balance, January 1, 2002,
after reclassification        1,923,396    (1,923,535)          -          41

Issuance of common
 shares for - cash                   77             -           -          79
              Services           70,982             -           -      72,800
Net loss                              -       (98,658)          -     (98,658)


                             ----------    -----------   ---------   ---------


Balance, December 31, 2002  $ 1,994,455   $(2,022,193)    $    -    $ (25,738)
                              =========     =========     ======    =========
                                           -


          See accompanying Notes to Consolidated Financial Statements.




                          MOMENTUM HOLDINGS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001





                                                        2002           2001
                                                        ----           ----

Cash provided (used) by:
  Operating activities:
    Cash received from customers                  $     -        $ 5,318,069
    Cash paid to suppliers                            (20)        (5,310,625)
    Income taxes paid                                   -             (1,179)
                                                  --------        ----------

       Net cash provided by (used in)
          operating  activities                       (20)             6,265
                                                   -------         ---------

Investing activities:
  Theatre productions in development                   -         (4,954,169)
                                                 --------        ----------

       Net cash used by investing
           activities                                  -         (4,954,169)
                                                --------         ----------

Financing activities:
   Proceeds from issuance of notes payable             -          1,272,207
    Disposition of Productions subsidiary              -            (17,163)
    Proceeds from (repayments to) related
      parties                                          -           (243,710)
    Proceeds from sale of preferred shares, net        -            314,999
    Proceeds from issuance of common shares
     for cash                                         79                  -
    Minority interest capitalization, net              -          3,372,115
                                               ---------         ----------

       Net cash provided by financing
         activities                                   79          4,698,448
                                               ---------         ----------


Increase (decrease) in cash, net                      59          (249,456)

Cash, beginning of period                             41           249,497
                                               ---------           -------

Cash, end of period                              $   100           $    41
                                               =========           =======




          See accompanying Notes to Consolidated Financial Statements.



                          MOMENTUM HOLDINGS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Concluded)

                                                         2002            2001
                                                        -----            ----
Reconciliation of net loss to net cash
 provided by (used in) operating
   activities:

Net loss $                                         $  (98,658)     $ (3,578,181)
                                                      --------        ---------

Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Non-cash expenses for merchant banking, legal
       and other administrative costs                  72,800                 -
     Amortization                                           -         6,110,973
      Minority interest                                     -        (4,332,889)
   Deferred income taxes                                    -           175,000
      Issuance of common Stock for
        professional services                                             2,755

     Decreases in assets:
       Accounts receivable                                  -            76,501
       Prepaid expenses                                     -            27,646
       Deposits                                             -           161,360

     Changes in liabilities increase (decrease):
       Accounts payable and accrued expenses              200         1,383,355
       Accounts payable and accrued expenses
          - related party                              25,638           (20,255)
                                                   ----------        ----------

         Total adjustments                             98,638         3,584,446
                                                   ----------        ----------

Net cash provided by (used in) operating
       activities                               $        (20)      $      6,265
                                                  ===========       ===========



Supplemental non-cash financing activities:
-------------------------------------------

On April 13, 2002, the Registrant  issued  1,000,000 shares of its Common Stock,
$.001 par, in exchange for merchant  banking  services  rendered  during the six
months ended June 30, 2002, valued at $40,000.  On June 24, 2002, the Registrant
issued 818,025 shares in exchange for legal  services,  office  facilities,  and
other administrative services provided through June 30, 2002, valued at $32,800.
During  the  six  months  ended  December  31,  2002,  the  Registrant  was  the
beneficiary of an additional $25,638 of expenses advanced by a related party.

During the year ended December 31, 2001 the  Registrant  issued 57,500 shares of
its common stock in exchange for the  cancellation of delinquent  obligations of
$230,000, exchanged 350,000 shares of preferred stock for 2,700 shares of common
stock, and issued 2,755 shares of common stock for professional  services with a
fair value of $2,755.

On December 31,  2001,  the  Registrant  disposed of 100% of its interest in its
entertainment  subsidiary  to a trust formed for the purpose of  resolving  that
subsidiary's   affairs.   The  non-cash  portion  of  this  transaction  totaled
$2,931,894.

          See accompanying Notes to Consolidated Financial Statements.




                          MOMENTUM HOLDINGS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

Note 1. Principles of Consolidation and Nature of Operations:

The consolidated  financial statements include the accounts of Momentum Holdings
Corporation (the "Registrant"),  a Delaware corporation formed January 2000, and
through  December 31, 2001, its wholly owned  subsidiary  Momentum  Productions,
Inc., and the entertainment  limited partnerships in which it acted as a general
partner,  Dinner with Friends, L.P., The Supper, L.P., The Ringing, L.P. and The
Thunder,  L.P.,  collectively  "Productions".  As the Registrant disposed of its
interest  in  Productions   effective   December  31,  2001,  the   accompanying
consolidated  balance sheets at December 31, 2001 and 2002, and the consolidated
statement of operations for the year ended 2002 include the accounts of only the
Registrant.  All  material  inter-company  accounts and  transactions  have been
eliminated in consolidation.

Productions, a New York Corporation formed in February 1999, was merged into the
Registrant  during June 2000.  Prior to the merger,  Productions was acquired by
Buffalo  Capital  VIII,  LTD.  in a  transaction  accounted  for  as  a  reverse
acquisition  (Note 9A). This entity was engaged in the development of vertically
integrated  entertainment  businesses  including,  but not limited  to,  theatre
management and development, production and promotion of theatrical and ancillary
rights  for  musicals,   plays  and  films.  The  entertainment   properties  of
Productions  were generally  financed  through  partnerships in which it owned a
general and often a limited interest.

Dinner with Friends,  L.P., is a New York partnership  formed May 1999, in which
Productions is managing general partner.  This entity operated the production of
Dinner with Friends at the Variety Arts  Theatre,  Off-Broadway  in New York, NY
that  performed  from  October  1999  through May 2001 and  continues to receive
certain royalty income.

The  Supper,  L.P.,  is a New  York  partnership  formed  July  2000,  in  which
Productions  is  managing  general  partner.  This entity  operates  the touring
production of Dinner with Friends which performed in Boston,  MA during November
2000 and appeared in other touring markets during 2001.

The  Ringing  L.P.,  is a  New  York  partnership  formed  May  2000,  in  which
Productions is managing general  partner.  In April 2000, this entity launched a
Broadway production of Bells Are Ringing, a revival of a 1950's hit musical. The
production was unable to develop sufficient audience share and, after running 13
weeks  through  June  2001  was  closed,  resulting  in a loss of  approximately
$7,000,000.

In December  2001,  the  Registrant  determined  it was in its best  interest to
dispose of  Productions  and its  entertainment  partnerships.  Accordingly,  on
December 31, 2001, the Registrant  entered into an Asset  Disposition  Agreement
with  MPI  Resolution  Trust,  a New  York  trust  formed  by  the  Registrant's
management  to  resolve   Productions'   affairs  that  purchased  100%  of  the
outstanding  shares of  Productions  in exchange for the Trust's  assumption  of
specified liabilities of the Registrant aggregating  approximately  $300,000. As
Productions'  liabilities  exceeded its assets,  the disposition  resulted in an
aggregate increase to stockholders' equity of $2,914,731.  See Note 8(E) for the
classification of this increase.

Going Concern

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business.  The Company has sustained losses since inception
and has accumulated  losses of $2,022,193 as of December 31, 2002. The Company's
ability  to  continue  as a going  concern  is  dependent  upon  the  successful
completion of  additional  financing  arrangements  and its ability to achieve a
business combination with a profitable entity.  Management plans to raise equity
capital to finance the  operating  and capital  requirements  of the  Registrant
including  its search for a viable  business  combination  candidate.  While the
Company is expending  its best  efforts to achieve the above plans,  there is no
assurance  that such activity will generate  sufficient  funds to accomplish its
business purpose, or that the Company's business plans will be successful.

On December 23, 2002,  the Registrant  executed a Share Exchange  Agreement with
WorldLink Technologies,  Inc., a Florida corporation ("WorldLink").  Pursuant to
the Share Exchange Agreement, WorldLink agreed to exchange all 79,060,292 issued
and outstanding shares of its common stock for 23,999,999 newly issued shares of
the  Registrant's  common  stock,  $.001  par value  per  share  (the  "Exchange
Shares").  The number of the Exchange  Shares is subject to reduction based upon
revenues  and total  assets to be  reported  in  WorldLink's  audited  financial
statements  for the year ended  December 31, 2001,  and its unaudited  financial
statements  for the nine (9) months  ended  September  30, 2002 (the  "WorldLink
Financial Statements"). The Share Exchange Agreement provides that the number of
Exchange  Shares to be issued to  WorldLink  shall be reduced by 75,000 for each
$100,000 that WorldLink's  revenues are less than  $7,000,000;  and additionally
reduced by 75,000 for each $100,000 that WorldLink's  total assets are less than
$13,000,000.  The closing of the  transaction  is scheduled to take place on the
second business day following  WorldLink's  delivery of the WorldLink  Financial
Statements,  the  Registrant's  filing  of a  Certificate  of  Amendment  to its
Certificate   of   Incorporation   increasing   its   authorized   common  stock
capitalization to 95,000,000 shares, and other conditions precedent.

At  March  15,  2003,  WorldLink  had  not  delivered  the  WorldLink  Financial
Statements to the  Registrant;  and the  Registrant  had neither  terminated the
Share Exchange  Agreement nor waived the  production of the WorldLink  Financial
Statements as a condition precedent to the proposed transaction closing.

Note 2. Summary of Significant Accounting Policies:

(A) Cash and Cash  Equivalents.  The  Registrant  considers  all  highly  liquid
instruments  with  original  maturities  of  three  months  or  less  to be cash
equivalents.

(B)  Investment  in  Theatrical  Productions.  The  entertainment  projects  the
Registrant had invested in were generally  financed through limited  partnership
structures  in which the  Registrant  would  own a  general  and often a limited
interest.  These  were  recorded  at the lower of cost or  estimated  realizable
value.

(C)  Revenue  Recognition.  Fees for  management  services  rendered,  including
amounts in consideration for facilities provided,  were recognized in the period
earned.  Royalties were recognized in the period to which they relate. Costs are
recognized as incurred.

(D) Production  Costs.  Production costs were capitalized at cost and were being
amortized  over the  estimated  lives of the  theatrical  productions  using the
income forecast method.

(E)  Advertising  Costs.  Advertising  costs were charged to operations when the
advertising   first  takes  place.   Advertising   expenses,   included  in  the
accompanying  financial  statement caption "theatre  production  expenses",  are
approximately $ -0- and $874,000 for the years ended December 31, 2002 and 2001,
respectively.

(F) Income Taxes.  The Registrant  accounts for income taxes under  Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes." Under
Statement  No. 109, the asset and  liability  method is used in  accounting  for
income taxes.  Deferred taxes are recognized for temporary  differences  between
the bases of assets  and  liabilities  for  financial  statement  and income tax
purposes.  The temporary  differences  relate  primarily to net  operating  loss
carryforwards. A valuation allowance is recorded for deferred tax assets when it
is more likely than not that some or all of the  deferred tax assets will not be
realized through future operations.

(G) Loss Per Share  Loss per share is  computed  based on the  weighted  average
number of shares of common stock  outstanding.  All per share data retroactively
reflects the effect of the reverse acquisition (see Note 8(A)).

(H) Use of Estimates. 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  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Note 3. Theatre Production Costs

                                                           2002           2001
                                                           ----           ----
Dinner with Friends - Off-Broadway, New York, NY          $    -     $  475,243
Dinner with Friends - Touring company                          -         97,960
Bells are Ringing - Broadway, New York, NY                     -      5,881,668
                                                          ------      ---------
Total production costs                                         -      6,454,871
Less accumulated amortization                                  -      6,454,871
                                                         -------      ---------
Theatre production costs, net                            $     -     $        -
                                                         =======      =========

For the years ended December 31, 2002 and 2001,  the Registrant  amortized $ -0-
and $6,110,973, respectively, of production costs.

Note 4. Related Party Transactions

(A)  Formation of Momentum Resolution Trust (the "Trust").

During  August  2001,  the  Registrant  accepted  the  resignation  of  the  two
executives that operated Productions. In connection with their resignation, 100%
of the Registrant shares they owned were contributed to a Trust in contemplation
of their use in resolving the Registrant's  business affairs. The Trust is a New
York irrevocable trust to which the Registrant's two remaining executives agreed
to contribute 100% of their ownership in the Registrant, to act as Trustees, and
to perform  such  services  as  necessary  to resolve the  Registrant's  affairs
without compensation.

The  sole  beneficiaries  of the  Trust  are in order of  priority:  the  taxing
authorities to which  Productions has payroll  withholding tax liabilities,  the
Trustees  for  indemnification  of claims  that may arise  from their good faith
guarantees of any of the Registrant's business  obligations,  and any person the
Trustees deem to have made a valuable  contribution to the accomplishment of the
Trust's purpose.

On  February  5, 2002,  the Trust  delivered  12,001,465  shares or 66.7% of the
Registrant's stock to Midwest Merger Management, LLC in exchange for $250,000 in
cash, notes and common stock.

(B)  Overhead Expense.

For the  years  ended  December  31,  2002 and  2001,  the  Registrant  incurred
approximately  $98,258 and  $261,500,  respectively,  of overhead  costs,  which
consist of management fees, and reimbursements to a related entity for its share
of recurring administrative and overhead expenses.

(C)  Accounts Payable and Accrued Expenses - Related Party.

At December 31, 2002 and 2001, the Registrant has an outstanding balance of
$25,638 and $ -0- due to such related parties.


(D)  Agreement with Midwest Merger Management and Brentwood

MMM arranged for  Brentwood to  represent  the  Registrant  in its search for an
operating  business in exchange for 1,000,000 shares of the Registrant's  Common
Stock  valued at $40,000.  In  addition,  MMM was issued  820,000  shares of the
Registrant's  Common  Stock in exchange for $79 in cash and legal,  office,  and
other  services  valued at  $32,800,  which  were used to fund the  Registrant's
administrative costs for the period.


(E)  Occupancy and Service Agreement

On July 1, 2002, the Registrant executed an Occupancy and Service Agreement with
Brentwood  which provided for, among other things,  the use by the Registrant of
300  square  feet of office and  related  facilities  free of charge  from March
through  September  2002,  and at  $2,000  per  month  thereafter,  and  for the
provision of management  services by Brentwood to Registrant without charge from
March 2002 through  March 2003,  and at $7,500 per month  thereafter.  Under the
terms  of the  agreement  Brentwood  also  pays for the  Registrant's  recurring
administrative  and  reporting  expenses and bills the  Registrant  monthly.  At
December 31, 2002,  the  Registrant  owed  Brentwood  $6,000 for monthly  office
charges and $19,638 in general and administrative expenses or $25,638.

The  Registrant  rented  its  office  facilities  for  $5,500  per  month  on  a
month-to-month  basis  from an  entity  owned  by two of its  former  executives
through September 30, 2001, and at no charge  thereafter  through February 2002.
Since March 2002, the  Registrant  has been provided an office,  legal and other
administrative services by MMM at cost in exchange for shares of Common Stock.

Note 5. Income Taxes

The components of income tax expense (benefit) are as follows:

                                                        2002          2001
                                                       ----           ----
Current
      Federal                                       $      -       $      -
      State and local                                    400          1,179
                                                     -------         ------
                                                         400          1,179
                                                     -------         ------
Deferred
      Federal                                             -         107,000
      State and local                                     -          68,000
                                                    -------        --------

                                                          -         175,000
         Total                                     $    400        $176,179
                                                    =======         =======


A reconciliation of the statutory Federal income tax rate follows:

                                                       2002           2001
                                                       ----           ----
Statutory federal income tax rate (benefit)            (34)%          (34)%
State and local taxes (benefit) net of
  federal tax benefit                                   (8)            (8)
Effect of graduated rates                                -              -
Valuation allowance                                     42             42
                                                     -----           ----
                                                         -  %           - %
                                                     =====           ====

The details of deferred tax assets and liabilities are as follows:

                                                      2002          2001
                                                      ----          ----
Deferred income tax assets:
Net operating loss carryforward (NOL)            $ 848,000      $600,000
Valuation allowance                               (848,000)     (600,000)
                                                 ---------     ---------
         Deferred income tax asset, net          $       -      $      -
                                                 ==========    =========


The valuation  allowance relating to deferred income tax assets was increased by
$425,000, from $175,000, at December 31, 2000, to $600,000 on December 31, 2001.
The Company  concluded  that it is more likely than not that all tax assets will
expire  without  providing  tax  benefit  due to  lack  of  future  net  income.
Consequently,  the Company  increased  the  allowance  by $425,000 to offset the
increased  tax assets  from 2001 NOL and  $175,000 of tax assets  recognized  in
2000.

In 2002,  the Company  used a statutory  tax rate of 42% and  estimated  the tax
asset to be $848,000.  The  valuation  allowance  of $600,000  was  increased by
$248,000 to equal the amount of the  Company's  tax assets that are estimated to
expire without providing future tax benefits.

                                                                Estimated Tax
   Year Loss       Expiration            Operating               Asset on Net
   Incurred           Date                 Loss                Operating Loss

   2000               2020             $ (584,000)               $  245,000
   2001               2021             (1,339,000)                  562,000
   2002               2022                (99,000)                   41,000
                                       ----------                 ---------
                                     $ (2,022,000)               $  848,000
                                        =========                 =========

Internal  Revenue Code Section 382  establishes a limit on the amount of NOLs of
the Company that may be used to offset  income after the  ownership  change that
occurred in 2002.

Under the  Section 382 there will be an owner shift any time there is a transfer
of stock by a person  who  directly,  or  indirectly,  owns  more than 5% of the
corporation and the percentage of stock of the corporation  owned by one or more
five percent  shareholders  has  increased,  in the  aggregate,  by more than 50
percentage points over the lowest percentage of stock owned by such shareholders
at any time during the  "testing  period.  The  "testing  period" is generally a
three-year period ending on the date of any owner or equity structure shift.

The amount of  post-change  income  that may be offset by  pre-change  losses is
limited each year by the "Section 382  Limitation."  Generally,  the Section 382
Limitation  is an  amount  equal  to the  value  of  the  old  loss  corporation
multiplied by a rate established monthly by the Internal Revenue Service.

Note 6. Stockholders Equity

A.   Reverse Acquisition

Productions  completed a merger with  Buffalo  Capital  VIII,  Ltd.  ("Buffalo")
during  March  2000,  Buffalo  acquired  100% of the  outstanding  stock  of the
Registrant in exchange for  approximately  82.9% of its outstanding  stock. This
merger was accounted for as reverse  acquisition  since the  shareholders of the
Registrant  have control of Buffalo after the merger.  In  connection  with this
transaction,  the Registrant's  shareholders returned 9,470,000 common shares to
authorized  and  unissued,  and  cancelled  the  Class A and  Class  B  warrants
outstanding  and the  Registrant  issued  9,120,000  new  shares  to the  former
shareholders  of Productions.  Upon completion of the foregoing,  the Registrant
had a total of 11,704,500 common shares outstanding,  of which the former owners
of Productions held 82.9%.

B.   Recapitalization

In June 2000, the Registrant was merged into its Delaware subsidiary and renamed
the surviving entity Momentum Holdings Corporation. The principal effects of the
merger were to more closely align the  Registrant's  identity with its operating
business,  change its domicile from Colorado to Delaware, and to restate the par
values for its Preferred and Common Shares to $.01 and $.001,  respectively.  In
addition, the number of Common Shares authorized was reduced from 100,000,000 to
50,000,000,  without  changing  the number of  preferred  shares  authorized  of
10,000,000.  The Registrant's capital accounts have been restated to give effect
to this recapitalization.


Effective  April 5, 2002,  and  pursuant to approval  by its  shareholders  at a
Special  Meeting  held on March 25,  2002,  the  Registrant's  Common  Stock was
reverse  split on a one for 100 basis.  As a result of this reverse  split,  the
number of shares of the  Registrant's  Common Stock then outstanding was reduced
from  18,000,000 to 180,000  shares.  The reverse split has been reflected as of
January 1, 2001, in the enclosed consolidated financial statements.


C.   Issuance of Common Stock

During March 2001, the Registrant  issued  5,750,000  common shares at $0.04 per
share,  in  cancellation  of $230,000 in  liabilities.  In  December  2001,  the
Registrant  issued  270,000  common shares in exchange for  cancellation  of the
350,000  preferred  shares issued in May 2001,  and  additional  275,500  common
shares at $0.01 per share, for professional fees rendered.

D.   Preferred Stock

In May 2001, the Registrant issued 350,000 preferred shares in exchange for
$350,000. During December 2001, the preferred shares were cancelled in exchange
for 270,000 pre reverse split shares of common stock or 2,700 reverse split
common shares.

E. Options

On February 6, 2002, the Registrant  filed a Registration  Statement on Form S-8
registering  an aggregate of 5,000,000  post reverse  split shares of its Common
Stock,  $.001 par value per share. The shares are to be issued upon the exercise
of options  granted under the  Registrant's  2002 Stock Option Plan. On February
13, 2002, the Registrant granted an option to Brentwood to purchase an aggregate
of 1,000,000  shares at $.40 per share.  On February 15,  2002,  the  Registrant
accepted Brentwood's acquisition search services valued at $40,000 as payment in
full for Brentwood's  option.  The option expires on April 15, 2003. At December
31, 2002,  an aggregate of  4,000,000  shares of the  Registrant's  common stock
remain eligible for the granting of options under the 2002 Stock Option Plan.


Note 7. Disposition of Productions

During 2001, the Registrant's  Board of Directors  determined that it was in the
Registrant's  best  interest  to dispose of  Productions  and its  entertainment
projects.  Accordingly,  on December 31, 2001,  pursuant to an Asset Disposition
Agreement,  between the Company and MPI Resolution Trust, a New York irrevocable
trust  formed and managed by the Company  officers  for the purpose of resolving
Production's  affairs (the  "Trust"),  the  Registrant  transferred  100% of the
outstanding  shares of  Productions  to the Trust in  exchange  for the  Trust's
assumption of specified liabilities of the Registrant  aggregating $300,000. The
net  liabilities  transferred  pursuant  to this  agreement  include  delinquent
obligations,  fiduciary  withholdings  applicable  to payroll  taxes and related
taxes, as follows:

                                                                     2001
Liabilities of Productions to government and third parties:

    Accounts payable and accrued expenses                       $  542,633
    Accrued payroll taxes and related expenses                     900,000
    Notes payable                                                  835,638
                                                                 ---------
                                                                 2,278,271
Liabilities of Productions to related parties
    and minority interest:

    Notes payable-- related parties                                290,569
    Minority interest                                               86,054
                                                                 ---------
                                                                   376,623
Total Productions liabilities                                    2,654,894
                                                                 ---------

Assets of Productions - Cash                                        17,163

                        Loan receivable-- related party             23,000
                        Production costs, net                           --
                                                                 ---------

Total Productions assets                                            40,163
                                                                 ---------

Productions liabilities in excess of assets                      2,614,731


Liabilities of the Company assumed by the Trust                    300,000
                                                                ----------
Total Liabilities Removed from the Company at
     December 31, 2001                                        $  2,914,731
                                                                 =========

As of  December  31,  2001,  the  Company  classified  the entire  amount of the
liabilities  removed of  $2,914,731  as an  increase  to paid in  capital.  Upon
further  examination  of the  composition  of the net  liabilities,  the Company
concluded that only the $376,623 due related  parties and minority  interest and
the $300,000 of liabilities  assumed by the Trust were proper  increases to paid
in capital. Accordingly, the $2,238,108 excess was reclassified to the Company's
opening accumulated deficit balance for the year ended December 31, 2002.

Note 8. Multiemployer Pension Plans

Productions  made  contributions  during the period ended  December 31, 2001, to
multi-employer pension plans that cover its various union employees. These plans
provide benefits based on union members'  earnings and periods of coverage under
the respective  plans.  The amount  attributable  to the pension  portion of the
contributions  is  not  readily  available.   However,  in  the  event  of  plan
terminations or Productions withdrawal from the plans, Productions may be liable
for a portion of the plans' unfunded vested  benefits,  the amounts of which, if
any, have not been determined.

--------------------------------------------------------------------------------

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

On May 20, 2002, the  Registrant's  accountants,  Marden Harrison & Kreuter CPAs
P.C.,  ("MHK")  resigned  from its  engagement as the  Registrant's  independent
accountants.  The decision to select new independent accountants was approved by
the Registrant's Board of Directors and reported in the Registrant's  August 15,
2002 Form 8-K filed with the Securities and Exchange  Commission.  On August 15,
2002, the Registrant engaged Pascale,  Razzino,  Alexanderson & Co., PLLC, CPA's
("Pascale"),  as its  independent  accountants  for the year ending December 31,
2002.  MHK's report on the financial  statements  for either of the three fiscal
years ended  December 31,  1999,  2000 and 2001 and the three months ended March
31, 2002, did not contain any adverse opinion or a disclaimer of opinion nor was
the same  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.  There were no  disagreements  with MHK on any matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure  which would have caused MHK to make  reference to such subject matter
in a report.

Pascale  reported on the  condensed  consolidated  financial  statements  of the
Registrant  as of and for the three months ended June 30, 2002,  the only report
issued by Pascale.  Pascale's  report did not  contain any adverse  opinion or a
disclaimer of opinion, nor was the same qualified or modified as to uncertainty,
scope  limitation or accounting  principles.  In addition,  and during Pascale's
period of engagement,  there were no disagreements with Pascale on any matter of
accounting principles or practices, financial statement disclosure or limitation
of scope or procedure  which would have caused Pascale to make reference to such
subject matter in a report.

On September 16, 2002,  Pascale resigned from its engagement as the Registrant's
independent  accountants.  As a result  thereof,  on October  22,  2002,  and as
reported in the Registrant's  Form 8-K as filed with the Securities and Exchange
Commission,  the  Registrant  engaged  Bloom  & Co.,  LLP  as  the  Registrant's
independent accountants.  The decision to select new independent accountants was
approved by the Registrant's Board of Directors.

Except for the foregoing,  there have been no changes in or  disagreements  with
the   Registrant's   accountants  on  any  matter  of  accounting  or  financial
disclosure.


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

(a)  Identify Directors and Executive Officers.

The following table sets forth: (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant held by each such person; (3) the term or office
of each person named as a director; and 4) any period during which he or she has
served a such:

                    Duration and Date
                    of Expiration of       Position and Office       Age and
Name                 Present Term           with Registrant      Director Since

Anthony R. Russo        One year           Chief Executive             60
                     March 31, 2003         Officer, and Director  January 2000

Danny L. Pixler         One year                                      54
                     March 31, 2003        Director                 March 2002

There is no  understanding  or  arrangement  between any  directors or any other
person or persons pursuant to which such  individual,  was or is to be, selected
as a director or nominee of the Registrant.

Business Experience

Anthony R. Russo, has served as the Registrant's President since March 2002, and
Chief  Financial  Officer  and  Director  since  January  2000.   Simultaneously
therewith  since  September  1999, Mr. Russo has served as the President,  Chief
Financial  Officer and director of Amici  Ventures,  Inc., an inactive  publicly
owned New York  corporation  with a class of securities  registered  pursuant to
Section 15(d) of the Exchange Act.  Simultaneously  therewith since August 2002,
Mr. Russo has served as President, Chief Financial Officer and director of Edgar
Filing.net,  Inc., an inactive publicly owned and traded Nevada corporation with
a class of securities  registered pursuant to Section 12(g) of the Exchange Act.
Simultaneously  therewith  since August 2002,  Mr. Russo served as President and
director  of  Certified  Services,  Inc.  a  publicly  owned and  traded  Nevada
corporation with a class of securities  registered  pursuant to Section 12(g) of
the  Exchange Act . Certified  Services,  Inc. is a New York City based  holding
company  engaged in the  acquisition  and  management of  professional  employer
organizations. Prior thereto since 1990, Mr. Russo served as President and Chief
Executive of Cartilage  Technologies,  Inc., a privately owned  manufacturer and
marketer of dietary  supplements  headquartered  in  Elmsford,  New York.  Prior
thereto  since 1971,  he served as  President  and Chief  Executive  of Sherwood
Corporation,  a publicly owned financial  services firm in New York City. In his
capacity  as  President,  Mr.  Russo  often  served  as a member of the board of
directors of several small and emerging companies  including Lloyds Electronics,
Inc.  (AMEX:  LLYD)  where he  chaired  the Audit  Committee  and  served on the
Executive Committee from 1980 to 1985. Prior thereto since 1966, he was a member
of the audit staff of Arthur Andersen LLP in New York City. Mr. Russo received a
Bachelor of Business  Administration  degree in  accountancy  practice from Pace
University in 1967, was licensed as a certified  public  accountant by the State
of New York in 1969,  and received a Masters  degree in Business and Policy from
the Empire State College of the State University of New York at Saratoga Springs
in 2001.  Mr. Russo has been a member of the American and New York  Associations
of CPA's since  1969;  and a member of the  National  Association  of  Corporate
Directors since 1998.

Danny  L.  Pixler  has been a  director  of the  Registrant  since  March  2002.
Simultaneously  therewith  and since  November  2002,  Mr.  Pixler  has been the
President,  Chief  Operating  Officer and a member of the Board of  Directors of
Certified  Services,  Inc. a publicly owned and traded Nevada corporation with a
class of  securities  registered  pursuant to Section 12(g) of the Exchange Act.
Certified Services, Inc. is a New York City based holding company engaged in the
acquisition   and   management   of   professional    employer    organizations.
Simultaneously  therewith  and since 1994,  Mr. Pixler was employed by Logistics
Management  Resources,  Inc., a publicly owned and traded  Colorado  corporation
with a class of securities  registered pursuant to Section 12(g) of the Exchange
Act,  and its  predecessors  in  increasingly  responsible  positions  including
President since July 1998. Prior thereto from 1993 to 1994, Mr. Pixler served as
President of Joseph Land Group, a South Carolina  based  transportation  company
with annual sales of approximately $130 million. Prior thereto from 1989 through
1992, Mr. Pixler served as President of Apple Lines,  Inc., a South Dakota based
truckload refrigerated carrier with annual revenues exceeding $16 million. Prior
thereto from 1983 until 1988,  Mr. Pixler served as Executive Vice President and
General Manager of DFC Transportation,  a wholly owned subsidiary of Dean Foods,
Inc. with annualized sales of approximately $60 million.

Directorship

Except as disclosed in this Item,  each director of the Registrant has indicated
to the  Registrant  that he is not presently a director in any other  Registrant
with a class of  securities  registered  pursuant to Section 12 of the 34 Act or
subject  to the  requirements  of  Section  15(d) of such act or any  investment
company registered under the Investment Company Act of 1940.

(b)  Identification of Certain Significant Employees

The Registrant  does not presently  employ any person as a significant  employee
who  is not an  executive  officer  but  who  makes  or is  expected  to  make a
significant contribution to the business of the Registrant.

(c)  Family Relationships

No family  relationship  exists between any director or executive officer of the
Registrant.

(d)  Involvement in Certain Legal Proceedings

No event listed in  Sub-paragraphs  (1) through (4) of Subparagraph  (d) of Item
401 of  Regulation  S-B,  has  occurred  with  respect to any present  executive
officer or director of the  Registrant  or any nominee for  director  during the
past five years which is material to an  evaluation  of the ability or integrity
of such director or officer.

Compliance with Section 16(a) of the Exchange Act

Section  16(a) of the  Exchange  Act,  as  amended,  requires  the  Registrant's
executive  officers  and  directors  and  persons  who own  more  than  10% of a
registered class of the  Registrant's  equity  securities,  to file with the SEC
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities  of the  Registrant  on Forms 3, 4,  and 5,  respectively.  Executive
officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulations to furnish the  Registrant  with copies of all Section 16(a) reports
they file. To the Registrant's knowledge,  Anthony R. Russo and Danny L. Pixler,
the  Registrant's  executive  officers  and  directors,  and  Midwest  and  BCC,
beneficial  owners  of  greater  than 10% of  Registrant's  Common  Stock,  have
complied  with all Section 16(a) filing  requirements  applicable to them during
the Registrant's most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

(a)  General

(1) through (7) All  Compensation  Covered.  During the three fiscal years ended
December 31, 2002, the aggregate  compensation paid to, accrued or set aside for
any executive officer or director of the Registrant was $691,500.

(b)  Summary Compensation Table.



                           SUMMARY COMPENSATION TABLE

                               Annual Compensation
Name and Position    Year        Salary          Bonuses         Other

Mitchell Maxwell,    2000       $172,500         $20,000           -
Chairman through     2001         74,000               -           -
June 2001            2002              -               -           -

Mark Balsam, CEO,
President, and       2000        172,500          20,000           -
Director through     2001         82,500               -           -
February 2002        2002              -               -           -

Anthony R. Russo,
CFO, and Director
through March       2000         27,500                -           -
2002, CEO and       2001         27,500                -           -
Director since      2002              -                -           -

Victoria Maxwell,   2000         57,500           10,000           -
EVP through         2001         27,500                -           -
June 2001           2002              -                -           -

Danny L. Pixler,    2000              -                -           -
Director since      2001              -                -           -
March 2002          2002              -                -           -

Totals              2000       $430,000          $50,000           -
                    2001        211,500                -           -
                    2002              -                -           -


                           SUMMARY COMPENSATION TABLE
                             Long Term Compensation
                               Awards                  Payments
Name and Position   Year     Stock     Options      LTIP      Other

Mitchell Maxwell,   2000       -          -           -         -
Chairman through    2001       -          -           -         -
June 2001           2002       -          -           -         -

Mark Balsam, CEO,
President, and      2000       -          -           -         -
Director through    2001       -          -           -         -
February 2002       2002       -          -           -         -

Anthony R. Russo,
CFO, and Director
through March       2000       -          -           -         -
2002, CEO and       2001       -          -           -         -
Director since      2002       -          -           -         -

Victoria Maxwell,   2000       -          -           -         -
EVP through         2001       -          -           -         -
June 2001           2002       -          -           -         -

Danny L. Pixler,    2000       -          -           -         -
Director since      2001       -          -           -         -
March 2002          2002       -          -           -         -

Totals              2000       -          -           -         -
                    2001       -          -           -         -
                    2002       -          -           -         -


(c)  Option/SAR Grant Table.

During the fiscal year ended December 31, 2002, the Registrant made no grants of
stock options or freestanding  SAR's to any executive officer or director of the
Registrant.  However,  the following table contains  information  concerning the
only options granted by the Registrant during the fiscal year ended December 31,
2002, under any stock option plan:

--------------------------------------------------------------------------------

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                      ---------------------------------------

                      NUMBER OFSHARES     PERCENT OF
                       UNDERLYING        TOTAL OPTIONS     EXERCISE
                      OPTIONS/SAR's       GRANTED IN        PRICE    EXPIRATION
    NAME               GRANTED (1)       FISCAL YEAR (2)   PER SHARE    DATE
--------------------------------------------------------------------------------

Brentwood
  Capital Corp.        1,000,000             100%            $.40      4/15/03

--------------------------------------------------------------------------------

(1) The option was  granted  under the  Registrant's  2002  Non-Qualified  Stock
Option  Plan at an  exercise  price  equal  to 100% of the  market  value of the
Registrant's  Common  Stock on the date of grant,  has a one year term and vests
immediately.

(2) The  percentage  reflects  the  percent  of  total  options  granted  by the
Registrant during fiscal 2002.

(d) Aggregate  Option/SAR  Exercises and Fiscal Year-End Option/SAR Value Table.
During the fiscal year ended December 31, 2002, no stock options or freestanding
SAR's were  exercised by any  executive  officer or director of the  Registrant.
However,  the following table contains  information  concerning the only options
exercised during the fiscal year ended December 31, 2002, under any stock option
plan:

--------------------------------------------------------------------------------

                   AGGREGATE OPTION/SAR EXERCISES IN 2002 AND
                      AT FISCAL YEAR END OPTION SAR VALUES
--------------------------------------------------------------------------------
                                      NUMBER OF SHARES UNDER-  VALUE OF IN-THE-
                                     LYING UNEXERCISED OPTIONS   MONEY OPTIONS
                                      AT FISCAL YEAR-END      AT FISCAL YEAR-END
               SHARES ACQUIRED  VALUE   (EXERCISABLE/            (EXERCISABLE/
NAME             ON EXERCISE   REALIZED  UNEXERCISABLE)            UNEXCERSABLE)
--------------------------------------------------------------------------------

Brentwood
  Capital Corp.  1,000,000     $40,000        --                       --

(e)  Long-Term  Incentive  Plan ("LTIP")  Awards Table.  During the three fiscal
years ended December 31, 2002, the Registrant made no LTIP awards.

(f) Compensation of Directors.  (1) and (2). During the three fiscal years ended
December  31, 2002,  no director of the  Registrant  received  any  compensation
pursuant to any standard or other arrangement.

(g) Employment  Contracts and  Termination of Employment,  and Change in Control
Arrangements.  (1) and (2). No executive  officer of the Registrant was employed
pursuant  to the  terms of an  employment  agreement  with the  Registrant.  The
February 5, 2002, transaction between the Trust and MMM, previously disclosed in
Item 1 and  hereinafter  disclosed  in Item 12,  may be deemed to be a change of
control of the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owner. The information is furnished
as of December 31, 2002, as to the number of shares of the  Registrant's  Common
Stock, $.001 par value per share, owned beneficially, or known by the Registrant
to own beneficially, more than 5% of any class of such security:
--------------------------------------------------------------------------------

Name and Address                   Amount and Nature
of Beneficial Owner              of Beneficial Ownership     Percentage of Class

Midwest Merger Management, LLC
10602 Timberwood Circle, Suite # 9
Louisville, KY  40223                 1,805,015                     90.2%

Brentwood Capital Corp.
477 Madison Avenue, 12th Floor
New York, NY  10022-5839              100,000                        5.0%

(b) Security Ownership of Management. The following information is furnished as
of December 31, 2002, as to the number of shares of the Registrant's Common
Stock, $.001 par value per share owned beneficially by each executive officer
and director of the Registrant and by all executive officers and directors as a
group:

--------------------------------------------------------------------------------
Name and Address                   Amount and Nature
of Beneficial Owner             of Beneficial Ownership      Percentage of Class
--------------------------------------------------------------------------------

Anthony R. Russo
477 Madison Ave. - 12th Floor
New York, NY 10022                        -                           -

Danny L. Pixler
5101 NW 21st Ave. - Suite 350
Ft. Lauderdale, FL 33309                  -                           -

All Officers and Directors as
a Group of two persons                    -                           -

(c) Changes in Control. The February 5, 2002,  transaction between the Trust and
MMM, previously disclosed in Item 1 and hereinafter disclosed in Item 12, may be
deemed to be a change of control of the Registrant.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2002, with respect
to compensation plans (including  individual  compensation  arrangements)  under
which the  Registrant's  common stock is authorized for issuance,  aggregated as
follows: (i) all compensation plans previously approved by security holders; and
(i) all compensation plans not previously approved by security holders.

--------------------------------------------------------------------------------
                      EQUITY COMPENSATION PLAN INFORMATION




                               NUMBER OF SECURITIES TO      WEIGHTED AVERAGE
                               BE ISSUED UPON EXERCISE      EXERCISE PRICE OF
                              OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS
                              WARRANTS, AND RIGHTS(b)     WARRANTS,AND RIGHTS(b)
--------------------------------------------------------------------------------

Equity compensation plans
   approved by security holders         --                          --
Equity compensation plans not
   approved by security holders         --                          --
Total                                   --                          --

-------------------------------------------------------------------------------
                      EQUITY COMPENSATION PLAN INFORMATION

                                        NUMBER OF SECURITIES
                                        REMAINING AVAILABLE
                                        FOR FUTURE ISSUANCE
                                       UNDER EQUITY COMPEN-
                                       SATION PLANS (EXCLUD-
                                        ING SECURITIES REFLEC-
                                        TED IN COLUMN (a)(c)
--------------------------------------------------------------------------------

Equity compensation plans
   approved by security holders                 --
Equity compensation plans not
   approved by security holders                 --

Total                                           --


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


--------------------------------------------------------------------------------
On February 5, 2002,  the Trust  conveyed its interest in 12,001,465  shares (or
66.7%) of the  Registrant's  outstanding  common  stock to MMM in  exchange  for
$250,000 in cash, notes, and common stock. Effective April 5, 2002, and pursuant
to approval by its shareholders at a Special Meeting held on March 25, 2002, the
Registrant's  Common Stock was reverse split on a one for 100 basis. As a result
of this reverse  split,  the number of shares of the  Registrant's  Common Stock
then  outstanding  was reduced from  18,000,000 to 180,000  shares.  The reverse
split has been  reflected as of January 1, 2001,  in the  enclosed  consolidated
financial statements.

During the six  months  ended June 30,  2002,  MMM  arranged  for  Brentwood  to
represent the Registrant in its search for an operating business in exchange for
1,000,000 shares of Common Stock valued at $40,000. In addition,  MMM was issued
820,000 shares of the Registrant's  Common Stock in exchange for $79 in cash and
legal, office, and other services valued at $32,800, which were used to fund the
Registrant's administrative costs for the period.

On December 30, 2002, the Registrant executed an Advisory and Occupancy Services
Agreement with Brentwood which provided for, among other things,  the use by the
Registrant  of 300 square feet of office and related  facilities  free of charge
from March through September 2002, and at $2,000 per month  thereafter,  and for
the provision of management  services by Brentwood to Registrant  without charge
from March 2002 through March 2003,  and at $7,500 per month  thereafter.  Under
the  terms  of the  agreement  Brentwood  also  pays  the for  the  Registrant's
recurring  administrative  and  reporting  expenses  and  bills  the  Registrant
monthly.  At December 31, 2002, the Registrant owed Brentwood $6,000 for monthly
office charges and $19,638 in general and administrative expenses or $25,638.

In August 2001,  the  Registrant  accepted the  resignation of the two executive
officers of  Productions.  In  connection  with their  resignation,  100% of the
shares of the  Registrant's  Common Stock owned by them were  contributed to the
Trust in  contemplation  of the use thereof in winding up Productions'  business
affairs.  The Trust is a New York  irrevocable  trust to which the  Registrant's
executives  agreed to contribute 100% of their  ownership in the Registrant,  to
act as co-trustees (the  "Trustees"),  and to perform such services as necessary
to resolve Productions' affairs without compensation.  The sole beneficiaries of
the  Trust  are,  in order of  priority:  (i) the  taxing  authorities  to which
Productions  has payroll  withholding  tax  liabilities;  (ii) the  Trustees for
indemnification  of claims  that may arise from their good faith  guarantees  of
Productions' business obligations;  and (iii) any person the Trustees reasonably
believe to have made a valuable  contribution  toward  accomplishing the Trust's
purpose.

The  Registrant  rented  its  office  facilities  for  $5,500  per  month  on  a
month-to-month  basis  from an  entity  owned  by two of its  former  executives
through September 30, 2001, and at no charge  thereafter  through February 2002.
Since March 2002, the  Registrant  has been provided an office,  legal and other
administrative  services by  Brentwood  at cost in exchange for shares of Common
Stock.

During the nine  months  ended  September  30,  2001,  the  Registrant's  former
executives  forgave  $150,000 in  compensation  owed them by the  Registrant  in
exchange  for  37,500  shares of its Common  Stock  (after  restatement  for the
reverse  split) on the same  terms as those  granted  non-affiliated  parties in
connection with their forgiveness of $80,000 owed by the Registrant to them.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8K

(a)  Exhibits:

10   (a) Advisory and Occupancy Services Agreement dated December 30, 2002.

(b)  Reports  on Form 8K:  During  the last  quarter  of the  fiscal  year ended
     December 31, 2002, the  Registrant  filed one Form 8-K Current Report dated
     November 11, 2002..  This Report,  filed on November 12, 2002,  disclosed a
     change in the Registrant's independent accountants.

ITEM 14. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange  Commission.  Based upon an evaluation of those controls and procedures
performed within 90 days of the filing date of this report,  the Chief Executive
and Chief Financial  officer of the Registrant  concluded that the  Registrant's
disclosure controls and procedures were adequate.

(b)  Changes in Internal Controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
officer.


                                   SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

Dated:  March 22, 2003

                                     Momentum Holdings Corporation

                                     By: /s/

                                     Anthony R Russo
                                     Chief Executive, Chief Financial
                                     Officer, and Director

                                     By: /s/
                                     Danny L. Pixler
                                     Director


                                 CERTIFICATIONS

I, Anthony R. Russo, the Registrant's Chief Executive Officer, certify that:

1.   I have  reviewed  this annual  report on Form  10-KSB of Momentum  Holdings
     Corporation;

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

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

4.   The  Registrant's  other  certifying  officers  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  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  Registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  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  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent  function):  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; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  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: March 22, 2003

     /s/  Anthony R. Russo
     Chief Executive Officer





I, Anthony R. Russo, the Registrant's Chief Financial Officer, certify that:

1.   I have  reviewed  this annual  report on Form  10-KSB of Momentum  Holdings
     Corporation;

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

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

4.   The  Registrant's  other  certifying  officers  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  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  Registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  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  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent  function):  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; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     annual  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: March 22, 2003

     /s/  Anthony R. Russo
     Chief Financial Officer