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, 2003

                         Commission File Number: 0-23873

                           CIPHER HOLDING CORPORATION
                               (FORMERLY KNOWN AS)

                          MOMENTUM HOLDINGS CORPORATION

                    (Exact Name of Registrant in its Charter)


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

                   3801 N. Washington St. Oak Brook, IL 60523
           (Address of Principal executive Offices including Zip Code)

                                 (630) 371-5583

                         (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  April  14,  2004:
$9,765,011

Shares of Common Stock outstanding at December 31, 2003: 17,652,811 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

Cipher Holding Corporation ("Cipher",  "the Company") was incorporated under the
laws of the State of Illinois on September 13, 2002.  The Company  commenced its
operations upon incorporation and has been in the development stage since then.

Cipher  Holding  Corporation  is a digital  distribution  solution and marketing
company which secures and allows access to digital content  through  proprietary
encoding,  encryption  and  authorization  technology.  Cipher's  technology and
services allow  publishers and  distributors to distribute  digital content in a
secure format to mass markets. Secured video and software content is distributed
through new and existing commercial product offerings and distribution channels.

Cipher's  Digital  Rights  Management  ("DRM")  technology  protects or controls
access  to  digital  content.   Cipher's   technology   allows   publishers  and
distributors  to  distribute  full-feature  video  and/or  software  in a secure
format.  Secured digital content is delivered in the form of CD/DVDs,  diskettes
and Internet  download format.  The consumer has the ability to view a sample of
the video or demonstration  of the software before  purchasing of the product by
unlocking  the full product for immediate use on their  personal  computer.  The
purchase and delivery  transactions  are  immediate and are  facilitated  though
Cipher's   transaction   processing   service.   Cipher's   technology  protects
publisher's  content from copyright  infringement by restricting  access only to
authorized purchasers.

On August 19, 2003, Cipher, then a privately owned corporation,  entered a stock
purchase agreement with Momentum Holdings Corporation (Momentum), Midwest Merger
Management,  LLC, a Kentucky  limited  liability  Company and Brentwood  Capital
Corp.,  a New  York  Corporation  (collectively,  the  "Selling  Shareholders").
Pursuant  to the  terms of the  Agreement,  Cipher  purchased  an  aggregate  of
1,900,000 shares of the 2,100,011 issued and outstanding  shares of the Momentum
Holding  Corporation's common Stock, par value $.001 per share, from the Selling
shareholders  for the  purchase  price  of  $275,000  of cash and  debt.  Cipher
delivered  the sum of One Hundred  Fifty  Thousand  Dollars  ($150,000)  by wire
transfer and executed  promissory  notes in the amount of Sixty Thousand Dollars
($60,000) due on September 6, 2003 and a second promissory note in the amount of
Sixty-Five  Thousand  Dollars  ($65,000) due on December 5, 2003.  The notes are
presently in default.

Also, under the terms of the exchange agreement,  Momentum exchanged  14,052,800
newly issued shares of common stock for all of the issued and outstanding shares
of common stock of Cipher.  The total number of issued and outstanding shares of
Momentum after the Exchange increased to 16,452,811.

As a result of the  purchase  and  exchange of shares,  Cipher  acquired  voting
control  of  Momentum  on  August  19,  2003  and  became  Momentum's   majority
shareholder.

Also on August 19,  2003,  Anthony R. Russo and Danny L. Pixler  resigned as the
sole  officers and directors of the Company.  Patrick  Rooney was elected as the
Company's  President  and Chairman of the Board of Directors  and Corey Conn was
elected as the Company's Chief Financial Officer, Secretary and Director.

On November  24, 2003,  the Company  amended its  Articles of  Incorporation  to
change the name of the Company to Cipher Holding Corporation and to increase its
authorized  capital stock to  100,000,000  shares of which  95,000,000  shall be
common and 5,000,000 shall be preferred. The Company also created a new class of
"blank check"  preferred  stock  authorizing the Company's Board of Directors to
set  the  rights  and   preferences  of  the  preferred  stock  without  further
stockholder action.

History of Momentum

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 to dispose of 100% of its interest in
Productions on December 31, 2001.  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 new
management does 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

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  (MMM), LLC, a Kentucky limited
liability  company  engaged  in  the  business  of  identifying,  acquiring  and
financing business  operations acquired 12,001,465 (66.67%) of pre-reverse split
shares of the Registrant's  Common Stock from the Registrant's  former officers,
directors, and the Trust.

Effective  April 5, 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.

In April 2002,  in exchange  for  1,000,000  post  reverse  split  shares of the
Registrant's  Common Stock issued to MMM,  MMM  arranged for  Brentwood  Capital
Corp., a privately owned business  development company of which MMM was a client
("Brentwood"), to represent the Registrant in its acquisition search.

On February  13,  2002,  Momentum  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  post  reverse  split shares of the  Registrant's  common stock remain
eligible for the granting of options under the 2002 Stock Option Plan.

Risk Factors

Our business is subject to numerous risk factors, including the following:

No Operating  History or Revenue and Minimal Assets.  We are a development stage
company  and we have had an  unprofitable  operating  history and no revenues or
earnings  from  operations  for the last 12 months.  We do not have  significant
assets or financial  resources.  We will,  in all  likelihood,  incur  operating
expenses  without  corresponding  revenues;  at least until our  Business  model
becomes fully  operational.  This may result in incurring a net operating  loss,
which  will  increase  continuously  until we can  develop  viable  markets  and
distribution  networks.  There  can be no  assurance  that  we  will  be able to
accomplish our goals on acceptable terms or that it will derive any benefit from
the net operating loss.

Additional  Capital  Requirements.  The  Company's  need for capital  during the
twelve  months or more  subsequent to the offering will vary based upon a number
of factors,  including  the rate at which  demand for its service  expands,  the
level of sales and marketing activities for its service, and the level of effort
needed to develop and commercialize  additional  applications.  In addition, the
Company's business plans may change or unforeseen events may occur which require
the Company to raise additional funds.

Additional funds may not be available on terms acceptable to the Company when it
needs such funds. The  unavailability of additional funds when needed could have
a material adverse effect on the Company. If adequate funds are not available to
satisfy  short-term or long-term  requirements,  management  will be required to
consider a variety of other options  including  seeking joint venture  partners,
selling or licensing all or a portion of the Company's  proprietary  technology,
curtailing the  development  and growth of the services the Company  offers,  as
well as other cost cutting actions, including suspending all or a portion of the
Company's activities.

Dependence  on  Executive  Officers  and  Directors.  The  Company's  success is
dependent  on the efforts and  abilities  of its  officers  and  directors.  The
Company  currently  does  not have  employment  agreements  with  its  executive
officers.  The loss of the services of any of these individuals could materially
and adversely affect the development of the Company's business plan.

The Company's  ability to attract and retain qualified  marketing and management
personnel is critical to its operations.  While  management  believes it will be
able to attract and retain sufficient  professional employees to meet its needs,
there can be no assurance that management is correct. If the Company were unable
to employ the qualified  employees needed, then its business would be materially
and adversely affected.

Competition.  The Company expects to compete with other companies engaged in the
Internet and technology industries. Competitors in this industry could have more
personnel  and greater  financial  and other  resources  than the  Company.  The
Company may also  compete  directly  with firms that have much longer  operating
histories,   greater  size,  more  substantial   marketing   organizations   and
established  distribution  channels that are better situated in the market.  The
Company does not yet have an established customer base and will likely encounter
a high degree of competition in developing  one. One or more  competitors  could
use their resources to improve their current services or to develop new services
that may compete more  effectively.  New  competitors  may arise and may develop
services,  which compete with the Company.  In addition,  new  technologies  may
arise which  could lower or  eliminate  the demand for the  Company's  services.
Recognizing these factors,  the Company intends to attempt to form marketing and
distribution alliances with established marketing and distribution firms for its
services.  No assurance can be given that such  relationships can be established
or maintained.


Control by Board of Directors and Management.  The  subscribers  hereto will not
have substantial  participation in the Company's management or the investment of
the  proceeds  of  this  Offering.  Rather,  they  must  rely  on the  Company's
management and the expertise provided by the Company's Board of Directors. Thus,
no person should  purchase any of the Units  offered  hereby unless he or she is
willing to entrust all aspects of the Company's business to its management.

Dependence  on  Emerging  Markets.  All of  Cipher's  revenue  will be  directly
connected to the exploitation of Cipher's  business plan.  Cipher's success will
depend, in large part, upon the development and expansion of this business plan,
the growth and  development  of which cannot be predicted with any certainty and
which is subject to, among other things, ongoing technological  developments and
regulatory and access issues.  The Company cannot predict the size of the market
or the rate at which the market will grow.

Dependence Upon Third Party  Relationships.  Cipher will be dependent on various
third parties for software,  manufacturing  equipment and related services. As a
result,  Cipher's ability to deliver various services to its potential users may
be adversely  affected by the failure of these third parties to provide reliable
software, equipment and related services to Cipher. In addition, there can be no
assurance that Cipher will be successful in establishing  and  maintaining  such
relationships with those entities on terms favorable to Cipher.

Risks Associated with Technological Change

The market in which Cipher will  compete is  characterized  by rapidly  changing
technology;  evolving  industry  standards,  frequent  new  product  and service
announcements,  introductions and  enhancements,  and changing customer demands.
These  market  characteristics  are  heightened  by the  emerging  nature of the
Internet and e-commerce. Accordingly, Cipher's future success will depend on its
ability  to adapt to rapidly  changing  technologies,  its  ability to adapt its
services to meet  evolving  industry  standards  and its ability to  continually
improve the  performance,  features  and  reliability  of  Cipher's  Web site in
response to both changing  customer demands and competitive  product and service
offerings.  Cipher's  failure to successfully  adapt to such changes in a timely
manner could have a material  adverse  effect on Cipher's  business,  results of
operations and financial condition.

Government Regulation

Laws and regulations  directly applicable to communications or commerce over the
Internet are becoming more  prevalent.  The law of the Internet  remains largely
unsettled,  even in areas where there has been some legislative  action.  It may
take years to determine  whether and how existing  laws such as those  governing
privacy;  libel  and  taxation  apply to our  services.  The  rapid  growth  and
development  of the  market  for  online  commerce  may  prompt  calls  for more
stringent  consumer  protection  laws  that may  impose  additional  burdens  on
companies  conducting  business online.  The adoption or modification of laws or
regulations  relating to the  Internet  business  could  result in a decrease in
demand for our services.

Growth of Internet Usage.  Our future  eCommerce  revenues and profits,  if any,
substantially  depend upon the widespread  acceptance and use of the Internet as
an effective  medium of business and  communication  by our targeted  customers.
Rapid  growth in the use of and  interest  in the  Internet  has  occurred  only
recently.  As a  result,  acceptance  and use may not  continue  to  develop  at
historical rates, and a sufficiently  broad base of consumers may not adopt, and
continue to use, the Internet and other online services as a medium of commerce.
In addition,  the Internet may not be accepted as a viable long-term  commercial
marketplace  for  a  number  of  reasons,   including   potentially   inadequate
development of the necessary network  infrastructure  or delayed  development of
enabling technologies and performance improvements.  Our success will depend, in
large part,  upon third  parties  maintaining  the  Internet  infrastructure  to
provide a reliable network backbone with the speed, data capacity,  security and
hardware necessary for reliable Internet access and services.

Cipher's  Founder Faces SEC  Enforcement.  In September 2000, the Securities and
Exchange  Commission  (the "SEC")  commenced  an action  against  the  Company's
President  and Director  Patrick  Rooney,  his  brother,  John Rooney and others
alleging that they had engaged in insider trading in a publicly traded security.
John Rooney and Patrick  Rooney have both advised the Company that they deny the
SEC's substantive allegations.

The Company has been made aware that in addition to  objective  criteria,  stock
exchanges and markets impose certain  subjective  listing criteria on securities
sought to be listed thereon.  Assuming the Company sought to list its securities
on such an exchange or market  place and met the  relevant  objective  criteria,
such a listing  application may be denied as a result of a finding of securities
law  violation  of a principal  stockholder  of the  Registrant  such as Patrick
Rooney.  For further  information  concerning  this matter,  see SEC  Litigation
Release     No.     16733      (September     27,     2000)     available     at
www.sec.gov/litigation/litreleases/lrl6733.htm   or  contact  the  SEC's  Public
Reference Unit, 450 Fifth Street, N.W, Washington, D.C. 20549.

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.

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

None

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, 2003,
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,  and is currently  quoted in the NASDAQ  Bulletin  Board
Market under the symbol  CIHR.OB.  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, markdowns 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, 2003            1.01            1.70
       September 30, 2003           0.10            1.01
       June 30, 2003                0.10            1.01
       March 3l, 2003               0.16            0.20

       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

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, 2003, 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,
2002 and 2003. 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

We have been at a  development  stage since the  inception of our  operations on
September  13,  2002.  We have had no  revenues  in 2003  and  2002.  Our  total
operating  expenses were $376,041 in 2003 as compared to $112,627 from inception
to December 31, 2002.  Professional  fees were $323,504 and accounted for 86% of
the total  operating  expenses,  in 2003,  as  compared to $80,911 or 72% of the
operating expenses from inception to December 31, 2002.  Substantial  portion of
professional  fees  were for  consulting  regarding  the  company  services  and
finances.   Management   fees  for  2003  and  2002  were  $39,000  and  $25,000
respectively.  The  management  gees  accounted  for 74% and 79% of general  and
administrative expenses in 2003 and 2002, respectively.

The total operating,  professional, and general and administrative expenses were
$488,668,  $404,495,  and $84,173,  from  inception  to December  31, 2003.  The
professional fees and general and administrative  expenses accounted for 83% and
17% of the total operating expenses respectively.  Management fees were $64,000,
76% of the general and administrative  expenses,  from inception to December 31,
2003.

Based on the limited  operating  background  of the company and  uncertainty  of
future cash flows from  operations,  we determined  that the goodwill  resulting
from the acquisition of Momentum Holding Corp. was impaired and we wrote it off.
In 2003,  the total net loss was $468,090.  Our loss for 2002 was $112,627.  The
total loss from inception to December 31, 2003 was $580,717.

We restated our financial  statements and  reclassified  the amount of $275,000,
previously  recorded  and written off as goodwill  from the  acquisition  of the
shares of Momentum, as a reduction in the additional paid in capital.

The  Registrant did not conduct any research and  development  activities in the
fiscal year ended  December 31, 2003.

Financial Condition

The Company had no  revenues  or  operating  cash  inflows  since  inception  of
operations. The net cash used by operations were $377,368, 112,627, and 489,995,
for 2003,  2002,  and from inception on September 13, 2002 to December 31, 2003.
The Company also expended $150,000 for the acquisition of Momentum Holding Corp.

The principal  source of cash inflows were notes payable to a  shareholder,  and
issuance  common stock in the amounts of $302,825 and 9,517 in 2003.  In 2002,
we raised the funds necessary to pay the operating  expenses through issuance of
shares of common stock for  $112,400.  The notes payable to a  shareholder  and
common stock issued  provided us with $302,825 and $121,917,  from  inception to
December 31, 2003.

On December 31, 2003,  we had a net working  capital  deficiency of $307,096 and
total stockholders' deficit of $308,551.

PLAN OF OPERATION

Cipher's  plans to continue  offering  technology and services to publishers and
distributors to mass market digital content in a secure format.  Management does
not expect  substantial  revenues from its  operations and plans to raise equity
capital to finance the operating and capital  requirements of the Company,  over
the next year. Also, the principal shareholder of the Company has agreed to make
working  capital  loans.  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.


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.  Future  Plans Our Digital  Rights  Management
technology allows  publishers and distributors to mass distribute,  full-feature
video and/or  software in a secure format.  Secured digital content is delivered
in the form of CD/DVD's,  PC disk drives, and Internet download.  Once received,
the consumer has the ability to view a trailer of the video or demo the software
before the decision to purchase and unlock the full product for immediate use on
PC. The purchase and delivery  transactions are immediate and facilitated though
our transaction  processing service. Our technology protects publisher's content
from copyright infringement.  This delivery of secure content enables publishers
and  distributors  to  gain  exposure  through  mass  distribution,  create  and
immediately  fulfill  demand for  digital  product.  We develop  unique and cost
effective distribution  campaigns for software and video content publishers.  We
enable publisher's exposure and delivery to the end consumer on a massive scale.
Utilizing our technology and services,  publishers  produce HOLDING  CORPORATION
CD's that  introduce,  promote and sell  digital  content for  immediate  use on
customer's PC.  Publishers  can also offer an additional up sell  opportunity to
customers by offering an additional  feature on the unused  portion of their own
DVD's that can be purchased  and  immediately  used by the consumer on their PC.
Our distribution  solution focus is the development of campaigns that assist our
clients with greater reach and increased sales of products. Our services benefit
the following; major and independent film studios, software publishers,  monthly
magazine and catalog  companies,  retail stores,  Internet  retailers,  computer
manufacturers,  Internet Service  Providers and digital content direct marketing
companies.  These companies represent substantial distribution  opportunities of
CD's, DVD's, PC hard drives and Internet downloads per year.


EXPLANATORY NOTE

This Form 10-KSB/A amends and restates the original Form 10-KSB, which was filed
with the  Securities  and Exchange  Commission on April 14, 2004,  including the
restatement  of the Company's  financial  statements for the year ended December
31,2004 and from  inception on September 13, 2002 to December 31, 2003. See Note
(2) to the Consolidated  Financial  Statements and  Management's  Discussion and
Analysis of Financial Condition and Results of Operations - Restatements.


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

Restated Consolidated Balance Sheets at December 31, 2003 and 2002

Restated Consolidated  Statements of Operations for the Years Ended December 31,
2003 and 2002

Restated  Consolidated  Statement of Stockholders'  Equity  (Deficiency) for the
Years Ended December 31, 2003 and 2002

Restated Consolidated  Statements of Cash Flows for the Years Ended December 31,
2003 and 2002

Restated Notes to Consolidated Financial Statements


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

Board of Directors  Cipher  Holding  Corporation  (previously  known as Momentum
Holdings Corporation) 3801 N Washington St. Oak Brook, IL 60523

We have audited the Consolidated  balance sheet of Cipher Holding  Corporation (
previously known as Momentum Holdings Corporation), a development stage company,
as of  December  31, 2003 and 2002 and the related  consolidated  statements  of
income, accumulated deficit, and cash flows for the year ended December 31, 2003
and the period from inception on September 13, 2002 to December 31, 2002.  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 audits.

We conducted our audits 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.

As more fully described in Notes 1 and 5 to the financial statements of Company,
Momentum  Holdings  Corporation  entered a reverse  merger with  Cipher  Holding
Corporation,  on  August  19,  2003.  The  financial  statements  represent  the
financial conditions and results of operations of the successor company.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Cipher  Holding
Corporation,(  previously known as Momentum Holdings Corporation) as of December
31, 2003 and 2002 and the results of its  operations  and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
Cipher Holding  Corporation  will continue as a going  concern.  As discussed in
Note 3, the Company has sustained accumulated losses of $580,717, from inception
to December 31, 2003 and has a net working capital  deficiency of $307,096 as of
December 31, 2003 that raise  substantial  doubt about the Company's  ability to
continue  as a going  concern.  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 Cipher
Holding  Corporation  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 30, 2004, Except Note 2, January 3, 2005




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

                                                        2003             2002
                                                       ------           ------
ASSETS

Cash                                                  $ 230            $  173
                                                        ---              ----

Total Current Assets                                    230               173
                                                        ---               ---

Total Assets                                          $ 230             $ 173
                                                        ===               ===

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Accounts payable                                 $    1,455        $       --
Loans payable - shareholders'                            --               400
Notes payable to shareholders'                      177,825                --
Notes payable - Other                               125,000                --
Interest Payable                                      4,500                --
                                                   --------           -------

Total Current Liabilities                           308,780               400

Commitments and contingencies
Stockholders' (Deficit)(Restated- Note 2) :

Preferred Stock, 5,000,000 share
 Authorized, no shares issued and
  Outstanding

Common stock, $0.001 par value;
 95,000,000  shares authorized and 17,652,811
  and 18,135,928 shares sued and outstanding, on
  December 31, 2003 and 2002, respectively.           17,653             8,136
Additional paid-in capital                           254,514           104,264
(Deficit) accumulated during
  the development stage (Restated, Note 2)          (580,717)         (112,627)
                                                     -------           -------

Total Stockholders' (Deficit)                      ( 308,550)         (    227)
                                                     -------           -------

Total Liabilities and Stockholders'
  (Deficit)                                    $         230    $          173
                                                ============     =============

The accompanying notes are an integral part of the financial statements.



                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO DECEMBER 31, 2003


Inception
                                                                 September 13,
                                                  Year ended        2002 to
                                                   December 31,   December 31,
                                          2003       2002            2003
                                          ----       ----            ----

Revenues:                         $        --      $     --               --

Operating expenses:
Professional fees                     323,504        80,991          404,495
Marketing, general,
  and administrative                   52,537        31,636           84,173
                                       ------       -------           ------

Total operating expenses              376,041       112,627          488,668
                                      -------       -------          -------

Operating loss                       (376,041)     (112,627)        (488,668)

Other expenses
Interest expense                    ( 92,049)            --          (92,049)
                                     --------       -------         --------


 Total other expenses                (92,049)            --          (92,049)
                                      -------       -------          -------

Net income(Loss)(Restated, Note 2)  (468,090)       (112,627)       (580,717)

Provision for income taxes:
Tax benefit of loss carryforward           --             -               --
                                       ------        ------           ------

Net income(Loss)(Restated, Note 2) $ (468,090)     $(112,627)       $(580,717)
                                      =======       =======          =======

Per share amounts:
Loss per share                      (0.04 )         (0.01)            (0.06)
                                     ====            ====              ====

Weighted average common
  Shares                           15,271,949     8,135,928       11,760,053
                                   ==========     =========       ==========

The accompanying notes are an integral part of the financial statements.




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO DECEMBER 31, 2003

                                                                   Inception
                                                Year ended   September 13, 2002
                                               December 31,      to December 31,
                                              2003      2002          2003
                                              ----      ----          ----
Cash Flows From Operating Activities:
Net (loss) (Restated, Note 2)            $(468,090) $(112,627)   $(580,717)

Adjustments to Reconcile Net (Loss)
  to Net Cash (Used) by Operating
  Activities:
Interest expense
    Beneficial conversion                    84,767         --        84,767
Changes in operating current assets and
  liabilities
Accounts payable                               1,455         --        1,455
Interest payable to Brentwood                  4,500         --        4,500
                                             -------     ------      -------

Net Cash (Used) by Operating
  Activities                                (377,368)  (112,627)    (489,995)


Cash Flows From Financing Activities:
  Activities
Additional paid in capital                    65,483          -       65,483
Loan payable to shareholders'                (   400)       400           --
Notes payable shareholders'                  302,825          -      302,825
Issuance of common stock                       9,517    112,400      121,917
                                             -------    -------      -------
Cash Flows Provided by
   Financing Activities                      377,425    112,800      490,225
                                             -------    -------      -------

Net increase in cash                              57        173          230
Cash at beginning of period                      173         --            -
                                              ------     ------       ------

Cash at end of period                          $ 230     $  173        $ 230
                                                 ===      =====         ====

The accompanying notes are an integral part of the financial statements.







                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO DECEMBER 31, 2003

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS


2003

In August  2003,  Cipher  entered  a  reverse  merger  agreement  with  majority
shareholders of Momentum.  Under the agreement cipher purchased 1,900,000 shares
of Momentum for $150,000  cash and two notes  payable in the amounts of $60,000,
and $65,000 each.  Also, Momentum issued 14,052,800 new shares in exchange for
all issued  and  outstanding  shares of common  stock of  Cipher.  The  majority
shareholder of Cipher loaned $150,000 to Cipher.

At the  time of  acquisition  Momentum  did not  have  any  assets  and the only
liability of Momentum was to Brentwood Capital Corp., a selling shareholder, who
had waived the liability  prior to the exchange.  The Payment of $250,000 to the
prior  shareholders'  of Momentum was recorded as a reduction in additional paid
in capital.

The amount of $84,767, the proceeds from issuance of the convertible debt, equal
to the difference  between the fair value of the common stock and the conversion
price,  was  allocated  to  additional  paid-in-capital.  Because  the  debt  is
convertible at the date of issuance, the debt discount of $84,767 was charged to
interest  expense at that date.  We used  Black-Scholes  Model to determine  the
amount of the beneficial effect of the conversion feature.


The accompanying notes are an integral part of the financial statements.




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO DECEMBER 31, 2003

                                                                  Additional
                               Number of           Common           Paid in
                                Shares              Stock           Capital
                               ---------           -------       ------------
2002
September 13, 2002             $      --          $     --         $     --
Issuance of Cipher
   shares for cash             8,135,928             8,136          104,264
Net loss                       ________              ____           ______


December 31, 2002              8,135,928             8,136          104,264

2003
Shares issued for cash         7,816,872             7,817          102,183
Payment to Momentum
  Shareholders                                                     (275,000)
Recapitalization                 500,011               500         (    500)
shares issued services         1,200,000             1,200          238,800
Beneficial effect                     --                --           84,767
Net loss                       _________            ______          _______

 Total                        17,652,811          $ 17,653        $ 254,514
                              ==========            ======          =======



The accompanying notes are an integral part of the financial statements.





                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO DECEMBER 31, 2003


CIPHER
STATEMENT OF SHAREHOLDERS EQUITY


                                       Deficit         Total
                                      --------        -------
2002
September 13, 2002                $        --      $       --
Issuance of Cipher
   shares for cash                         --         112,400
Net loss                             (112,627)       (112,627)
                                      -------         ------

December 31, 2002                    (112,627)           (227)

2003
Shares issued for cash                     --         110,000
Payment to Memtum
     Shareholders'                         --        (275,000)
Recapitalization                           --              --
shares issued services                     --         240,000
Beneficial effect                          --          84,767
Net loss                             (468,090)       (468,090)
                                      -------         -------

 Total                             $ (580,717)       (308,550)
                                      =======         =======



The accompanying notes are an integral part of the financial statements.



                                HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. BUSINESS  ORGANIZATION

Cipher  Holding  Corporation ("Cipher",  "the  Company") , a development  stage
company,  was incorporated  under the laws of the State of Illinois on September
13, 2002. The Company  commenced its operations upon  incorporation and has been
in the development stage since then and has had no revenues.

Cipher  Holding  Corporation is a digital  distribution  solution and marketing
company which secures and allows access to digital content  through  proprietary
encoding,  encryption  and  authorization  technology.  Cipher's  technology and
services allow  publishers and  distributors to distribute  digital content in a
secure format to mass markets. Secured video and software content is distributed
through new and existing commercial product offerings and distribution channels.

Cipher's  developmental  stage activities involve  introducing and marketing its
technology and services to publishers and  distributors to help them mass market
their  products  digitally in a secure format.  Also,  the Company  contemplates
acquiring other operating companies.

Cipher's  Digital  Rights  Management  ("DRM")  technology  protects or controls
access  to  digital  content.   Cipher's   technology   allows   publishers  and
distributors  to  distribute  full-feature  video  and/or  software  in a secure
format.  Secured digital content is delivered in the form of CD/DVDs,  diskettes
and Internet  download format.  The consumer has the ability to view a sample of
the video or demonstration  of the software before  purchasing of the product by
unlocking  the full product for immediate use on their  personal  computer.  The
purchase and delivery  transactions  are  immediate and are  facilitated  though
Cipher's   transaction   processing   service.   Cipher's   technology  protects
publisher's  content from copyright  infringement by restricting  access only to
authorized purchasers.

Reverse Merger

On August 19, 2003, Momentum Holdings Corporation (the "Company", Midwest Merger
Management,  LLC, a Kentucky  limited  liability  Company and Brentwood  Capital
Corp.,  a New  York  Corporation  (collectively,  the  "Selling  Shareholders"),
consummated  the terms of a Stock  Purchase  Agreement  (the  "Agreement")  with
Cipher Holding Corporation a privately-owned,  Illinois corporation  ("Cipher").
Pursuant  to the  terms of the  Agreement,  Cipher  purchased  an  aggregate  of
1,900,000 shares of the 2,100,011 issued and outstanding shares of the Company's
common Stock, par value $.001 per share,  from the Selling  shareholders for the
purchase  price  of  $275,000  of cash and  debt.  Cipher  delivered  the sum of
$150,000 by wire transfer and executed promissory notes in the amount of $60,000
due on September 6, 2003 and a second  promissory  note in the amount of $65,000
due on December 5, 2003. The notes are presently in default.

Also, under the terms of the exchange agreement,  Momentum exchanged  14,052,800
newly-issued shares of common stock for all of the issued and outstanding shares
of common  stock of Cipher,  amounting to 100% of Cipher's  outstanding  capital
stock after the  Exchange,  leaving  16,152,811  shares of the  Company's  stock
issued and outstanding.

As a result of reverse  merger  agreement,  Cipher  acquired  voting  control of
Momentum on August 19, 2003 and became Momentum's majority shareholder.

Also on August 19,  2003,  Anthony R. Russo and Danny L. Pixler  resigned as the
sole  officers and directors of the Company.  Patrick  Rooney was elected as the
Company's  President  and Chairman of the Board of Directors  and Corey Conn was
elected as the Company's Chief Financial Officer, Secretary and Director.

On November  24, 2003,  the Company  amended its  Articles of  Incorporation  to
change the name of the Company to Cipher Holding Corporation and to increase its
authorized  capital stock to  100,000,000  shares of which  95,000,000  shall be
common and 5,000,000 shall be preferred. The Company also created a new class of
"blank check'  preferred  stock  authorizing the Company's Board of Directors to
set  the  rights  and   preferences  of  the  preferred  stock  without  further
stockholder action.

                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS  ORGANIZATION (Continued)

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 $580,717 as of December 31, 2003.  The Company's
ability  to  continue  as a going  concern  is  dependent  upon  the  successful
completion of additional  financing  arrangements and its ability to develop and
sell its  services.

Cipher's  plans to continue  offering  technology and services to publishers and
distributors  to distribute to mass market  digital  content in a secure format.
Management does not expect substantial revenues from its operations and plans to
raise equity  capital to finance the operating and capital  requirements  of the
Company.  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.



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Nature of Operations

For the year ended  December 31, 2003,  the  consolidated  financial  statements
include the  transactions of Cipher Holding  Corporation and the transactions of
Momentum  Holding Corp.  from August 19, 2003, the time of reverse merger to the
end of the year.  For the period  September  13, 2002 to December 31, 2003,  the
financial  statements  include only the accounts of Cipher  Holding  Corporation
Inc. All Intercompany transactions have been eliminated.


Cash and Cash  Equivalents

The Company considers all highly liquid instruments with original  maturities of
three months or less to be cash equivalents.

Income Taxes: The Company 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.

                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Accounting for Convertible Notes

The  Company  has  issued   convertible  debt  securities  with   non-detachable
conversion features.  The note holder has the right to have the notes and all or
a portion of accrued and unpaid  interest  converted  into a number of shares of
the Common  Stock at a  Conversion  Price of $0.001 per share.  The  Company has
recorded  the fair  value of the  beneficial  conversion  features  as  interest
expense and an increase to Additional Paid in Capital.

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.

New Accounting Pronouncements

In November 2002, the EITF finalized its consensus on EITF Issue 00-21, "Revenue
Arrangements with Multiple Deliverables, " which provides guidance on the method
of revenue  recognition for sales arrangements that include the delivery of more
than  one  product  or  service.  EITF  00-21  is  effective  prospectively  for
arrangements entered into in fiscal periods beginning after June 15, 2003. Under
EITF 00-21, revenue must be allocated to all deliverables  regardless of whether
an individual  element is incidental or perfunctory.  The adoption of EITF 00-21
did not have a  material  impact  on the  Company's  results  of  operations  or
financial position.  In January 2003, the FASB issued FASB Interpretation No. 46
("FIN 46"),  "Consolidation of Variable Interest Entities." FIN 46 clarifies the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements,"  to certain  entities  in which  equity  investors  do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. FIN 46 applies immediately to
variable  interest  entities  ("VIE's")  created after January 31, 2003,  and to
VIE's in which an enterprise  obtains an interest after that date. On October 9,
2003 the FASB issued FASB Staff  Position No. FIN 46-6  "Effective  Date of FASB
Interpretation  No.46 Consolidation of Variable Interest Entities," which defers
the implementation  date for public entities that hold an interest in a variable
interest entity or potential variable interest entity from the first fiscal year
or interim period  beginning after June 15, 2003 to the end of the first interim
or annual period ending after December 15, 2003.


                      CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting  Pronouncements  (Continued) This deferral applies only if 1) the
variable  interest  entity was created before February 1, 2003 and 2) the public
entity has not issued  financial  statements  reporting  that variable  interest
entity in accordance with FIN 46, other than  disclosures  required by paragraph
26 of FIN 46.  The  adoption  of FIN 46 did not have a  material  impact  on the
Company's financial position, liquidity or results of operations.

In May 2003,  the FASB issued  SFAS No.  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  Statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively referred to as derivatives) and for hedging activities under FASB

Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is effective for  contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The  adoption  of SFAS No. 149 did not  materially  impact the  Company's
financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity." The statement
requires that an issuer classify financial instruments that are within its scope
as a  liability.  Many of those  instruments  were  classified  as equity  under
previous  guidance.  SFAS No. 150 is  effective  for all  financial  instruments
entered into or modified after May 31, 2003. Otherwise,  it is effective on July
1, 2003 except for mandatory  redeemable  non  controlling  (minority)  interest
which, on October 29, 2003, the FASB decided to defer indefinitely. The adoption
of SFAS No. 150 did not materially  impact the Company's  financial  position or
results of operations

In December  2003,  the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 104,
"Revenue  Recognition,"  which supercedes SAB No. 101,  "Revenue  Recognition in
Financial  Statements." SAB No. 104 rescinds  accounting guidance in SAB No. 101
related to multiple  element  arrangements,  which was previously  superceded by
EITF  00-21 (see  above).  The  adoption  of SAB No. 104 did not have a material
impact on the Company's results of operations or financial position.

Restatement of financial statements

The Company  adopted  recapitalization  accounting  for the  reverse  merger and
restated the financial  statements and eliminated the  recognition and immediate
write off of $275,000 of goodwill. The additional paid in capital was reduced by
$275,000 for the liabilities incurred to acquire Momentum Holding Corporation.

The restatement  did not change the total  stockholders'  equity.  The net loss,
accumulated  deficit,  and  additional  paid in  capital  were each  reduced  by
$275,000. The net loss per share before and after restatement are as follows:

                                                           From Inception to
                                                               December 31,
                                                                   2003
Net loss per share
       After Restatement                                         $ 0.02
       Before restatement                                          0.06




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3. COMMITMENT AND CONTINGENCIES

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

During August 2001,  the Momentum  Holding Corp accepted the  resignation of the
two executives who 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 pre reverse split 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.

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 was  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:




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. COMMITMENT AND CONTINGENCIES

Disposition of Productions (Continued)

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
                                                                      ------

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
                                                                  ==========

Momentum had not  guaranteed  the  liabilities of Production and has removed the
$2,914,731 in liabilities of Production from its financial statements.




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. INCOME TAXES


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

In 2003,  the Company  used a statutory  tax rate of 40% and  estimated  the tax
asset to be $232,000. The valuation allowance of $45,000, in 2002, was increased
by $187,000,  in 2003,  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

   2002               2022             $ (112,627)                $  45,000
   2003               2023               (468,090)                  187,000
                                          -------                   -------

                                       $ (580,717)                  232,000
                                                                    =======
Valuation allowance                                                (232,000)
                                                                    -------

Net tax assets                                                $          --
                                                                ===========

Internal  Revenue Code Section 382  establishes a limit on the amount of NOLs of
Momentum  Holding  Corp.  that may be used to offset  income after the ownership
change that occurred in 2002 and 2003.  The net operating loss  carryforward  of
Momentum was $2,028,970, as of December 31, 2003.

Section  382 allows 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.


                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5. STOCKHOLDERS' EQUITY

Reverse Acquisition

On August 19, 2003,  the Company,  Midwest  Merger  Management,  LLC, a Kentucky
limited  liability  Company and Brentwood  Capital Corp., a New York Corporation
consummated  a Stock  Purchase  Agreement  with  Cipher  Holding  Corporation  a
privately-owned,  Illinois corporation ("Cipher").  Pursuant to the terms of the
Agreement,  Cipher  purchased an aggregate of 1,900,000  shares of the 2,100,011
issued and outstanding shares of the Company's common Stock, par value $.001 per
share, from the Selling  shareholders for the purchase price of $275,000 of cash
and debt.  Cipher  delivered the sum of $150,000 by wire transfer and executed a
promissory  note in the amount of $60,000 due on  September 6, 2003 and a second
promissory note in the amount of $65,000 due on December 5, 2003.

Also, under the terms of the exchange agreement,  Momentum exchanged  14,052,800
newly-issued shares of common stock for all of the issued and outstanding shares
of common  stock of Cipher,  amounting to 100% of Cipher's  outstanding  capital
stock after the  Exchange,  leaving  16,452,811  shares of the  Company's  stock
issued and outstanding. Consequently, Cipher acquired voting control of Momentum
on August 19, 2003 and became Momentum's majority shareholder.

The  transaction is accounted for as a reverse merger and the Company's name was
formally changed to Cipher HOLDING CORPORATION

Recapitalization

In August 2003,  Cipher was merged into its Delaware  subsidiary and renamed the
surviving entity Cipher Holding Corporation. The principal effects of the merger
were to more closely align the Company's  identity with its operating  business.
In  addition,   the  number  of  Common  Shares   authorized  was  increased  to
100,000,000,  95,000,000 common and 5,000,000 preferrd Cipher's capital accounts
have been restated to give effect to this recapitalization.

Issuance of Common Stock

During December 2003, the Company issued 1,200,000 unrestricted shares of common
stock for consulting  services.  The shares were valued at $240,000,  based on a
price of $0.20 per share.




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5. STOCKHOLDERS' EQUITY (Continued)

Options

On February 6, 2002,  the Company  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 post reverse split 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-post  reverse split
shares of the  Registrant's  common  stock  remain  eligible for the granting of
options under the 2002 Stock Option Plan.

Options  may be  granted  to  employees,  at such  times  and on such  terms and
conditions,  as determined by the Company.  No Options will be granted after the
10th anniversary of the effective date of the Plan.

The Company will  determine  the Option  Price for each grant of an Option.  The
minimum  with  respect to Incentive  Stock  Options will be one hundred  percent
(100%) of the Fair Market Value of a Share on the date as of which the Option is
granted.  However,  if a Participant  owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, the purchase
price per Share  deliverable  upon exercise of each Incentive Stock Option shall
not be less  than  110% of the fair  market  value of the  shares on the date of
grant.



                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 5. STOCKHOLDERS' EQUITY (Continued)

Options (Continued)

Each Option will expire at such time as the Company has  determined  at the time
of grant. No Option will be exercisable later than the tenth (10th)  anniversary
date of its grant. However, if a Participant owns stock possessing more than 10%
of the total combined shares of the Company,  the Incentive Stock Option granted
to such Participant  will not be exercisable  after the expiration of five years
from the date of Grant.

Options granted under the Plan will be exercisable ("Vest") at such times and be
subject to such  restrictions  and  conditions,  as the  Company  will  approve.
Payment for Shares  purchased  upon any  exercise of an Option  shall be made in
full in cash or common shares concurrently with such exercise.

Except as may be determined  otherwise by the Company with respect to individual
awards,  the  following  shall apply with respect to options of employees  whose
employment is terminated:

a) If the  employment  of a  Participant  is  terminated  by  reason of death or
disability,  any outstanding  Options granted to the Participant will vest as of
the date of termination  of employment and may be exercised,  if at all, no more
than one (1) year following  termination of employment,  unless the Options,  by
their terms, expire earlier.

b) If the  employment  is terminated by reason of  Retirement,  any  outstanding
Options granted to the Participant that are vested as of the date of termination
of employment  may be exercised,  if at all, no more than three years  following
termination of employment,  unless the Options,  by their terms, expire earlier.
In the case of Incentive  Stock  Options,  any Option  exercised more than three
months after  termination  of  employment  shall lose its status as an Incentive
Stock Option.

If the  employment  of a  Participant  terminates  for any reason other than the
reasons  set  forth  in (a) or  (b),  above,  and  other  than  for  Cause,  all
outstanding  Options granted to the Participant  which are vested as of the date
of  termination  of employment  may be exercised by the  Participant  within the
period  beginning on the effective  date of termination of employment and ending
three  months  after  such date,  unless the  Options,  by their  terms,  expire
earlier.


                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 5. STOCKHOLDERS' EQUITY (Continued)

Options (Continued)

If the employment of a Participant terminates for Cause, all outstanding Options
held by the  Participant  shall  immediately  terminate  and be forfeited to the
Company at the date notice of termination is given.

Any  outstanding  Options not vested as of the effective  date of termination of
employment will expire immediately.

No Option granted  pursuant to the Plan shall be transferable  otherwise than by
the laws of descent and  distribution  and as may be permitted by the  Committee
with  respect to  Options  which are not  Incentive  Stock  Options.  During the
lifetime  of a  Participant,  the  Option  shall  be  exercisable  only  by  the
Participant  personally  (or  permitted  transferee)  or  by  the  Participant's
guardian or legal  representative.  If a Participant  shall die, the executor or
administrator of the Participant's estate or a transferee of the Option pursuant
to a will or the laws of  descent  and  distribution  shall  have  the  right to
exercise the Option in lieu of the Participant.

The Company may from time to time authorize the grant of Options with respect to
Restricted  Shares.  Such  Options with  respect to  Restricted  Shares shall be
exercisable  immediately  but the Restricted  Shares issued upon exercise of the
Options shall be subject to such  restrictions,  including such vesting schedule
and other terms and conditions, as may be established by the Company.

If the employment of the Participant is terminated for any reason other than the
Retirement,  Disability or death of the Participant before the expiration of the
restriction  period,  all rights of the Participant  will terminate  immediately
without further obligation on the part of the Company.

If the  Participant's  employment  is  terminated  by reason of the  Retirement,
Disability or Death of the Participant  before the expiration of the restriction
period,   the  number  of  Restricted   Shares  held  by  the  Company  for  the
Participant's  account  shall be reduced by the  proportion  of the  restriction
period  remaining  after  the  Participant's  termination  of  employment.   The
restrictions  on the balance of such  Restricted  Shares shall lapse on the date
the  Participant's  employment  terminated and the  certificate or  certificates
representing  the  Shares  upon  which the  restrictions  have  lapsed  shall be
delivered to the  Participant or his beneficiary or other successor in the event
of the Participant's death.




                             CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

NOTE 6.  NOTES PAYABLE

Notes Payable Other

Cipher in  consideration  for the  purchase of the shares of  Momentum  paid the
sellers  $150,000 and issued two promissory  notes in the amounts of $60,000 and
$65,000.  The $60,000 and $65,000 notes bear 9% interest and are payable  within
30 and 120 days, respectively.  The notes are secured by the personal guarantees
of Mr. Patrick Rooney a principal shareholder and officer of the Company.

As of December 31, 2003,  the Company has not paid the  principal or interest of
the notes. The note holders have agreed to extend the notes. (Note 7. Subsequent
Events)

Notes Payable Shareholder

1.   The  principal  shareholder  of the  Company  loaned  $150,000 to Cipher to
     provide for a part of the acquisition cost of Momentum.  The unsecured note
     is a demand  note and is payable  no later  than  December  31,  2004.  The
     interest o the note is the prime rate.

2.   The principal shareholder has advanced funds to finance the working capital
     requirements  of the  Company.  The advances are made against a demand note
     that is payable by December 31, 2004.  interest on the amounts  advanced is
     computed at prime rate. The note may be converted to common stock at a rate
     of $0.01 per share.

We used  Black-Scholes  Model to compute the beneficial effect of the conversion
feature and recorded interest expense and additional paid in cpaital of $84,767.

NOTE 7. SUBSEQUENT EVENTS

In January  2004,  the holders of $60,000 and $65,000 notes  payable,  issued in
acquisition of the majority  shares of Momentum,  agreed to extend  postpone the
due dates for these notes.



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

None

                                    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

Patrick Rooney       One year            Chief Executive               41
                     December 31, 2004   Officer and Director    August 19, 2003

Corey Conn           One year            Chief Financial               41
                     December 31, 2004   Officer, Director       August 19, 2003

Anthony R. Russo(1)  One year            Chief Executive               60
                     August 19, 2003     Officer, and Director    January 2000

Danny L. Pixler(1)   One year                                          54
                     August 19, 2003       Director                March 2002

(1) Resigned August 19, 2003

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, had served as the Registrant's  President from March 2002, and
Chief Financial  Officer and Director since January 2000. Mr. Russo resigned his
position on August 19, 2003.

Danny L. Pixler has been a director of the Registrant  since March 2002 and has
resigned on August 19, 2003.

Patrick Rooney- Age 41,  President,  Director:  Mr. Rooney is the founder of the
Company.  Since March,  2003,  he also serves as Partner of Solaris  Opportunity
Fund,  L.P.  From June,  1998 to April 2002,  Mr.  Rooney served as President of
Digital Age Ventures Ltd., a venture investment company and concurrently acts as
the President of UBInet,  Inc, an internet service provider.  From 1998 to 2000,
Mr. Rooney was a member of the Chicago Board Options  Exchange from 1985 through
2000 and was founder and operator of Rooney Trading, Inc., an option and futures
trading company based in Chicago.  Mr. Rooney has been actively  involved in the
management and business development of early stage companies since 1986.

Coreg Conn- Age 41, Chief Financial,  Director:  Mr. Conn is a co-founder of the
Company. Since September,  1999. Mr. Conn serves as Managing Director of Virtual
Partnerships, LLC, a business development and business strategy consulting firm.
Previously,  Mr.  Conn was Vice  President  of Business  Development  at iLX, an
e-business and  e-transformation  services  provider from June 1996 to September
1999.  Mr. Conn served as a member of the Board of  Directors  of Uniloc,  Inc.,
from April 2000 to July 2002. Mr. Conn also acted as interim President of Uniloc
from May 2002 to July 2002.


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,  all executive officers and directors,
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, 2003, 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(1)


Anthony R. Russo,CEO (1)              2001          -
                                      2002          -
                                      2003          -

Danny L. Pixler,                      2001          -
Chief Financial Officer (1)           2002          -
                                      2003          -

Patrick Rooney
CEO
                                      2002         26,000
                                      2003         39,000

Corey Conn                            2002          -
Chief Financial Officer               2003          -


(1) On August 19, 2003 Mr. Pixler and Mr. Russo resigned.
(2) No officer received any bonus or other compensation.


During the fiscal years ended December 31, 2003 and 2002, the Registrant made no
grants of stock  options  or  freestanding  SAR's to any  executive  officer  or
director 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, 2003, 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


Patrick Rooney                     8,352,800                      47.1


(b) Security Ownership of Management. The following information is furnished as
of December 31, 2003, 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
--------------------------------------------------------------------------------


Patrick Rooney-CEO
3801 N Washington St.
Oak Brook, IL 60523                      8,352,800                 47.1%

All Officers and Directors as
a Group of two persons                   8,352,800                 47.1%


--------------------------------------------------------------------------------
                      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)
--------------------------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None
--------------------------------------------------------------------------------


ITEM 13. EXHIBITS AND REPORTS ON FORM 8K



(a) Exhibits:

None

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

For  purposes of rule 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934
("Exchange  Act") the term  "disclosure  controls and procedures"  refers to the
controls  and other  procedures  of a company  that are  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
under the Exchange Act is recorded,  processed,  summarized and reported  within
required  time  periods.  Within  90 days  prior  to the  date  of  this  report
("Evaluation Date"),  Cipher carried out an evaluation under the supervision and
with the  participation  of Cipher's  Chief  Executive  Officer and its Cipher's
Chief Executive  Officer and its Chief Financial Officer of the effectiveness of
the design and operation of its  disclosure  controls and  procedures.  Based on
that  evaluation,  Chief  Executive  Officer and Chief  Financial  Officer  have
concluded  that, as of the Evaluation  Date,  such controls and procedures  were
effective at ensuring  that required  information  will be disclosed on a timely
basis in our periodic reports filed under and pursuant to the Exchange Act.

(b) Changes in internal controls

There were no significant  changes to our internal  controls or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.


Item 15. Principal Accounting Fees And Services


The following  table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2003 and 2002 by Bloom & Co., LLP, and our auditors:


                                                   2003            2002

         Audit Fees (1)                         $ 13,000         $12,000
         Non-Audit Fees:

         Audit Related Fees(2)                        --              --
         Tax Fees(3)                                 500             500
         All other Fees(4)                            --              --
                                                 -------         -------

              Total Fees paid to Auditor        $ 13,500         $12,500
                                                  ======          ======

(1) Audit fees consist of fees billed for professional services rendered for the
audit  of  Cipher's  annual  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally  provided by Bloom & Co., LLP in connection with statutory and
regulatory filings or engagements.

(2) Audit-Related fees consist of fees billed for assurance and related services
that are  reasonably  related  to the  performance  of the  audit or  review  of
Cipher's  consolidated  financial  statements  and are not reported under "Audit
Fees".

(3) Tax fees consist of fees billed for professional  services  rendered for tax
compliance,  tax advice and tax planning  (domestic  and  international).  These
services include  assistance  regarding  federal,  state and  international  tax
compliance, acquisitions and international tax planning.

(4) All other fees  consist of fees for  products  and  services  other than the
services reported above.

The Board of Directors has  considered the role of Bloom & Co., LLP in providing
certain  tax  services  to  Cipher  and has  concluded  that such  services  are
compatible with Bloom & Co., LLP's  independence  as our auditors.  In addition,
the Board of Directors  has approved  providing  certain tax services  since the
effective  date of the SEC  rules.  The  rule  states  that  an  auditor  is not
independent of an audit client if the services it provides to the client are not
appropriately  approved. The Board of Directors will continue to pre-approve all
audit and permissible  non-audit  services provided by the independent  auditors
until an audit  committee is formed which will then he responsible for approving
audit fees.  We are looking for new board  members  that would be  qualified  to
serve on an audit  committee.  When the audit  committee  is formed one of their
first assignments will be to propose to the board a code of ethics.

The Board of  Directors  has adopted a policy for the  pre-approval  of services
provided by the independent  auditors,  pursuant to which it may pre-approve any
service consistent with applicable law, rules and regulations. Under the policy,
the Board of  Directors  may also  delegate  authority  to  pre-approve  certain
specified audit or permissible non-audit services to one or more of its members,
including  the  Chairman.  A  member  to whom  pre-approval  authority  has been
delegated  must  report  its  pre-approval  decisions,  if any,  to the Board of
Directors at its next meeting,  and any such  pre-approvals must specify clearly
in  writing  the  services  and fees  approved.  Unless  the Board of  Directors
determines otherwise,  the term for any service pre-approved by a member to whom
pre-approval authority has been delegated is twelve months.


SIGNATURES

Pursuant  to the  requirements  of the  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, State of New York on March 30, 2004.

Cipher HOLDING CORPORATION


By: /s/ Patrick Rooney

Patrick Rooney
Chairman of the Board President




CIPHER HOLDING CORPORATION


EXHIBIT 99(a)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In  connection  with the  Annual  Report  of  Cipher  Holding  Corporation  (the
"Company") on Form 10-KSB for the year ended December 31, 2003 as filed with the
Securities  and  Exchange  Commission  on the date hereof,  I,  Patrick  Rooney,
President and Chairman of the Board of the Company, certify, pursuant to section
906 of the  Sarbanes-Oxley  Act of 2002,  that to my  knowledge:  (1) the annual
report fully complies with the  requirements  of section 13(a) of the Securities
Exchange Act of 1934;  and (2) the  information  contained in the annual  report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.


Date:   March 30, 2004

                                        /s/ Patrick Rooney
                                        President,
                                        Chief Executive Officer,
                                        Chairman of the Board and Director



A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley  Act has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.



CIPHER HOLDING CORPORATION

EXHIBIT 99(b)

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In  connection  with the  Annual  Report  of  Cipher  Holding  Corporation  (the
"Company") on Form 10-KSB for the year ended December 31, 2003 as filed with the
Securities  and Exchange  Commission  on the date hereof,  I, Corey Conn,  Chief
Financial Officer, certify, pursuant to section 906 of the Sarbanes-Oxley Act of
2002,  that to my  knowledge:  (1) the annual  report  fully  complies  with the
requirements  of section 13(a) of the  Securities  Exchange Act of 1934; and (2)
the information  contained in the annual report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date:   March 30, 2004



/s/ Corey Conn
Chief Financial Officer,




A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley  Act has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.



                             CIPHER HOLDING CORPORATION

CONSENT OF CERTIFIED PUBLIC ACCOUNTANT

We consent to the  incorporation  by  reference  in this  Annual  Report on Form
10-KSB of  Cipher  Holding  Corporation  of our  report  dated  March 30,  2004,
included in the Annual Report to Stockholders of Cipher HOLDING CORPORATION

Bloom and Company LLP
S/Bloom and Company
Hempstead, New York
March 30, 2004



                                 CERTIFICATIONS

I, Patrick Rooney, the Registrant's Chief Executive Officer, certify that:

1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Cipher  Holding
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 30, 2004

/s/Patrick Rooney
Chief Executive Officer



                                 CERTIFICATIONS

I, Corey Conn, the Registrant's Chief Financial Officer, certify that:

1. I have  reviewed  this  annual  report  on  Form  10-KSB  of  Cipher  Holding
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 30, 2004

/s/Corey Conn
Chief Financial Officer