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

                                   Form 10Q-SB


(Mark One)

...X..Quarterly  report under section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended September 30, 2003

..... Transition report under section 13 or 15(d) of the Securities  Exchange Act
     of   1934   for   the   transition   period   from____________________   to
     ______________________.


                           Commission File No: 0-23873


                          MOMENTUM HOLDINGS CORPORATION
                     (Name of small business in its charter)

      Delaware                                              13-4099008
      --------                                              ----------
(State or other jurisdiction of incorporation)         (IRS Employer Id. No.)

             477 Madison Avenue, 12th Floor, New York, NY 10022-5802
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (212) 308-8700



Applicable only to issuers involved in bankruptcy proceedings during the past
five years:

     Check whether the registrant  has filed all documents and reports  required
to be filed by Section 12, 13 or 15(d) of the Securities  Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes _ . No .

Applicable only to corporate issuers:

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

     Common Stock, $.001 par value, 2,100,011 shares at September 30, 2003.


 Transitional Small Business  Disclosure Format (Check one): Yes      NO  X
                                                               ---      ---



                          MOMENTUM HOLDINGS CORPORATION
                    FORM 10-QSB - QUARTER ENDED SEPTEMBER 30, 2003
                                      INDEX
                                                                         Page

PART I FINANCIAL INFORMATION..............................................2

Item 1. Financial Statements..............................................2

   Balance Sheets at September 30, 2003 and December 31, 2002.............3
   Statements of Operations for the Nine Months and
     Three Months Ended September 30, 2003 and September 30, 2002.........4
   Statements of Stockholders' Equity (Deficiency)
     for the Period January 1, 2002 through September 30, 2003............5
   Statements of Cash Flows for the Nine Months
     Ended September 30, 2003 and September 30, 2002......................6
   Notes to Financial Statements..........................................8

Item 2. Management's Discussion and Analysis.............................10

Item 3. Controls and Procedures .........................................11

PART II OTHER INFORMATION................................................11

Item 2. Changes in Securities............................................11

Item 5  Other Information................................................12

Item 6. Exhibits and Reports on Form 8-K.................................12

        SIGNATURES.......................................................12

        EXHIBITS.........................................................15




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The  unaudited  condensed  balance  sheet of the  Registrant as of September 30,
2003,  the  audited  balance  sheet at  December  31,  2002,  and the  unaudited
statements  of operations  for the nine months and three months ended  September
30, 2003 and  September  30, 2002 follow.  The  condensed  financial  statements
reflect all adjustments  that are, in the opinion of management,  necessary to a
fair statement of the results for the interim periods presented.




                          MOMENTUM HOLDINGS CORPORATION
                                 BALANCE SHEETS


                                              September 30,         December 31,
                                                   2003                2002
                                               (unaudited)
                                              ------------        -------------

ASSETS

Current assets:
   Cash                                      $         100        $        100
                                               -----------         -----------
     Total current assets                              100                 100
                                               -----------         -----------

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



LIABILITIES and STOCKHOLDERS' EQUITY DEFICIENCY

Current liabilities:
   Accounts payable                          $      25,082        $     25,638
   Accrued income taxes payable                         33                 200
                                              ------------         -----------
         Total liabilities                          25,115              25,838
                                              ------------         -----------

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

   Common stock, $.01 par,
   50,000,000 shares authorized;
   2,100,011 and 2,000,011 shares
   issued and outstanding on September 30, 2003
   and December 31, 2002, respectively              2,100               2,000
     Additional paid-in capital                 2,001,855           1,994,455
     Retained earnings                         (2,028,970)         (2,022,193)
                                               -----------        -----------
       Total stockholders' equity (deficiency) (   25,015)         (   25,738)
                                               -----------        -----------
       Total liabilities and stockholders'
         equity (deficiency)                  $       100      $          100
                                               ==========          ==========



                 See accompanying Notes to Financial Statements




                          MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF OPERATIONS
                                    Unaudited


                                       Nine Months Ended      Three Months Ended
                                          September 30,          September 30,
                                        2003        2002       2003        2002
                                        ----        ----       ----        ----

Revenue                              $     -     $     -    $     -     $     -

Cost of revenue                            -           -          -           -
                                      ------      ------      -----       -----

Gross profit                               -           -          -           -
                                      ------      ------      -----      ------

General and administrative expenses:
    Professional fees                 22,471      74,200      5,000          --
    Other                             14,056          --         --       1,600
                                      ------      ------     ------      ------
                                      36,527      74,200      5,000       1,600
                                      ------      ------     ------      ------

Loss before extraordinary            (36,527)    (74,200)   ( 5,000)     (1,600)
item and taxes

Extraordinary item:
Forgiveness of debt                   30,000           -     30,000          -
                                     --------     ------     ------       -----
                                    (  6,527)    (74,200)    25,000      (1,600)

Income tax expense:
    Current                              250         300          -         100
    Deferred                               -           -          -           -
                                    --------      ------     ------       -----
                                         250         300          -         100
                                    --------      ------     ------       -----

Net loss                            $( 6,777)  $ (74,500)  $ 25,000    $(1,700)
                                    ========    ========    =======     =======


Gain (Loss) per share -
 basic and diluted                  $ (0.00)    $ (0.07)   $  0.01     $(0.00)
                                    ========     =======     ======     =======
Weighted average shares
 outstanding -
    basic and diluted              2,085,726   1,108,000  2,100,011   2,000,000
                                   =========   =========  =========   =========


See accompanying Notes to Financial Statements.




                          MOMENTUM HOLDINGS CORPORATION
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
              FOR THE PERIOD JANUARY 1, 2002 THROUGH SEPTEMBER 30, 2003



                                    Preferred stock,
                                      $.01 par         Common stock,   $.001 par
                                      --------
                                 Shares     Amount        Shares         Amount
                                 ------     ------        ------         ------

Balance, January 1, 2002, after
1:100 reverse stock split            -     $    -      $ 180,011        $  180

Reclassification of opening
accounts                             -          -              -             -
                                ------     ------       --------        ------
Balance, January 1, 2002,
 restated                            -    $     -        180,011        $  180

Issuance of common shares for
     Cash                            -          -          1,975             2
     Services                        -          -      1,818,025         1,818

Net loss                             -          -              -             -
                               -------    -------      ---------         -----
Balance, December 31, 2002           -    $     -      2,000,011       $ 2,000

   (2003 unaudited)
Issuance of common stock
 for cash                           -           -        100,000           100
Net loss                            -           -              -             -
                              -------     -------      ---------        ------
Balance, September 30, 2003         -           -      2,100,011     $   2,100
                              =======     =======      =========        ======


See accompanying Notes to Financial Statements.



                          MOMENTUM HOLDINGS CORPORATION
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
              FOR THE PERIOD JANUARY 1, 2002 THROUGH SEPTEMBER 30, 2003


                                      Additional        Retained
                                       paid-in          earnings
                                       capital         (deficit)       Total
                                     -----------       ---------     ---------
Balance, January 1, 2002, after
1:100 reverse stock split           $ 4,161,504    $(4,161,643)      $    41

Reclassification of opening accounts (2,238,108)     2,238,108             -
                                      ---------     ----------        ------
Balance, January 1, 2002, restated    1,923,396    $(1,923,535)    $       41

Issuance of common shares for
     Cash                                    77              -             79
     Services                            70,982              -         72,800

Net loss                                      -        (98,658)       (98,658)
                                      ---------     ----------       --------

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

(2003 unaudited)

Issuance of common stock for cash         7,400              -         7,500

Net loss                                      -      (   6,777)       ( 6,777)
                                      ---------    -----------        -------
Balance, September 30, 2003         $ 2,001,855  $ ( 2,028,970)     $ (25,015)
                                     ==========     ==========        =======

See accompanying Notes to Financial Statements.


                          MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF CASH FLOWS


                                                           (Unaudited)
                                                 Nine Months Ended September 30,
                                                      2003              2002
                                                      ----              ----

Cash provided (used) by:
  Operating activities:
    Cash received from customers                    $     -          $      -
    Cash paid to suppliers                                -                 -
                                                     ------           -------
    Income taxes paid                                     -                 -
                                                     ------           -------

      Net cash provided by (used in)
        operating activities                              -                 -
                                                     ------           -------

Investing activities:
    Theatre productions in development                    -                 -
                                                    -------           -------

      Net cash used by investing activities               -                 -
                                                    -------           -------


Financing activities:
    Proceeds from issuance of common stock            7,500                -
    Repayment to Brentwood Capital Corp.             (7,500)               -
    Services Received in Exchange for                     -               79
      Common Shares                                  -------          -------

         Net cash provided by financing activities        -               79
                                                     -------          -------


Increase (decrease) in cash, net                          -               79
Cash, beginning of period                               100               41
                                                    -------          -------
Cash, end of period                              $      100        $     120
                                                   ========          =======


See accompanying Notes to Financial Statements.



                          MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF CASH FLOWS
                                    Unaudited
                                   (Concluded)



                                                Nine Months Ended September 30,
                                                        2003          2002
                                                        -----         ----

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

Net loss                                            $(   6,777)     $ (74,500)
                                                      --------       --------

Adjustments to reconcile net loss to net
 cash provided by (used in) operating activities:
       Amortization                                          -
       Minority interest                                     -
   Deferred income taxes                                     -

     Decreases in assets:
       Accounts receivable                                   -
       Prepaid expenses                                      -
       Deposits                                              -

     Changes in liabilities increase (decrease):
       Due Brentwood Capital Corp.                       6,944         72,800
       Accrued income taxes payable                       (167)         1,700
                                                      --------      ---------
Total adjustments                                        6,777         74,500
                                                      --------      ---------
Net cash provided by (used in) operating activities  $       -     $        -
                                                      ========      =========


Supplemental schedule of non-cash financing activity:

For the nine months ended September 30, 2003- None

For the nine months ended  September 30, 2002- On April 13, 2002, the Registrant
issued  1,000,000  shares of its Common Stock,  $.001 par value, in exchange for
merchant  banking  services  rendered during the nine months ended September 30,
2002 valued at $40,000.  In addition,  on June 24, 2002, the  Registrant  issued
818,025  shares in exchange for legal  services,  office  facilities,  and other
administrative services provided through September 30, 2002 vauled at $32,800.

See accompanying Notes to Financial Statements.

                          MOMENTUM HOLDINGS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                    Unaudited


Note 1 - Basis of Presentation

The interim  financial  statements  included  herein are presented in accordance
with  United  States  generally  accepted  accounting  principles  and have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the  Securities and Exchange  Commission.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations,  although the Registrant  believes that
the disclosures are adequate to make the information presented not misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial  statements be read in conjunction with the audited financial
statements and notes thereto of the  Registrant  included in its Form 10-KSB for
the fiscal year ended  December 31, 2002.  Results of operations for the interim
periods are not indicative of annual results.

Since  December  31,  2001,  and  principally  as a result  of the  Registrant's
disposition of its live entertainment  business,  the Registrant has not had any
revenue from operations.  During this period,  the Registrant has been primarily
involved in seeking a business  combination  with a profitable,  privately-owned
company. Accordingly, and despite the fact that management does not consider the
Registrant to be a development stage company, it is possible that the Registrant
could be considered to be a blank check company.  As defined in Section 7(b) (3)
of the Securities  Act of 1933, as amended,  a "blank check" company is one 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,  in that  connection.  The
Securities and Exchange Commission and many states have enacted statutes,  rules
and regulations limiting the sale of securities of blank check companies.

Note 2 - Redirection of the Registrant's Activities

On  February  5, 2002,  Midwest  Merger  Management,  LLC,  a  Kentucky  limited
liability  company  engaged  in  the  business  of  identifying,  acquiring  and
financing  business  operations  for more  than  five  years  ("MMM"),  acquired
12,001,465 shares of the Registrant's  common stock from the Registrant's former
officers,  directors,  and a Trust formed for the purpose of taking ownership of
the  Registrant's  failed live  entertainment  business in  December  2001,  and
resolving its affairs.  Giving effect to the April 5, 2002,  one for 100 reverse
split of the  Registrant's  common stock,  MMM's equity  position became 120,014
shares.  As MMM  acquired  66.67%  of  the  issued  and  outstanding  shares  of
Registrant's  common stock, it may materially  influence and exercise  effective
control  over the  Registrant's  affairs,  including  but not  limited  to,  the
election of directors. Although MMM is actively seeking a new business operation
for the Registrant,  no assurances can be given that its plan of redirection can
be executed in a timely and seamless manner, or that it will achieve  meaningful
success.

On December 23, 2002,  and as reported in the  Registrant's  Form 10-KSB for the
fiscal year ended December 31, 2002,  the  Registrant  executed a Share Exchange
Agreement  (the  "Agreement")  with  WorldLink  Technologies,  Inc.,  a  Florida
corporation ("WorldLink").  Pursuant to the Share Exchange Agreement,  WorldLink
agreed to exchange all 79,060,292  issued and  outstanding  shares of its common
stock for 23,999,999 newly-issued shares of the Registrant's common stock, $.001
par value per share.  Pursuant  to the  Agreement,  WorldLink  was  required  to
deliver audited financial  statements for the year ending December 31, 2001, and
reviewed  financial  statements  for  the  period  ending  September  30,  2002.
Moreover,  the  Agreement  was to  terminate  pursuant to Section  8.1(a),  if a
closing of the  transaction  did not occur within ninety (90) days from the date
of the  Agreement.  On April 22,  2003,  and as a result of the  failure  of the
transaction to close and WorldLink's  failure to deliver the required  financial
statements, the Registrant terminated the Agreement on notice to WorldLink.

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"),
consumated the terms of a Stock Purchase Agreement (the "Agreement") with Cipher
Multimedia, Inc., 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 One Hundred  Fifty
Thousand  Dollars  ($150,000) by wire transfer and executed a promissory note 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.

Also,  under  the  terms  of the  exchange  agreement,  Momentum  will  exchange
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 shaes of the
Company's stock issued and outstanding.

Therefore,  as a result  thereof,  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.

Note 3 - Shareholders' Equity (Deficiency)

Reverse Split of Common Stock.  Effective April 5, 2002, pursuant to approval by
its  shareholders  at a Special  Meeting  held  March 25,  2002,  the issued and
outstanding  shares of the Registrant's  common stock was reverse split on a one
for 100 basis. As a result of the split, the number of outstanding common shares
was reduced from 18,000,000 to 180,000.  The reverse split has been reflected in
the opening balances of the enclosed condensed financial statements.

Reclassification  of  Paid in  Capital.  In  connection  with  the  Registrant's
disposition  of  100% of the  common  stock  of its  failed  live  entertainment
business in December 2001, the  combination of the $300,000 of the  Registrant's
obligations  assumed by the purchaser  plus the excess of  liabilities  over the
assets  of  the  business  sold  resulted  in  a  credit  to  the   Registrant's
shareholders'  capital  accounts of $2,914,731,  which was classified as paid in
capital at December 31, 2001. Upon  subsequent  evaluation of the composition of
the net liabilities of the former business,  the Registrant  concluded that only
$376,623  of such  liabilities  that  were  due  related  parties  and  minority
interests,  and the $300,000 of the  Registrant's  direct  liabilities that were
assumed were applicable to paid in capital.  Accordingly,  the $2,238,108 excess
was reclassified to the Registrant's opening accumulated deficit balance for the
year ended December 31, 2002.

Note 4 - Related Party Transactions

During the nine months ended September 30, 2002, MMM contributed  $15,000 to the
Registrant's  additional  paid-in  capital  representing  virtually  all  of the
Registrant's  administrative costs for the period (for which it was subsequently
reimbursed with newly issued shares of the Registrant's common stock).

In May 2002, the Registrant  granted  Brentwood  Capital Corp., a privately held
New York  merchant  bank of which  MMM is a client  ("Brentwood"),  an option to
purchase  1,000,000  of its  common  shares  for  $40,000.  Shortly  thereafter,
Brentwood  exercised its option in exchange for the  Registrant's  acceptance of
certain business  combination  candidate  search services valued at $40,000.  In
December 2002, Brentwood sold 865,000 shares of the Registrant's Common Stock to
MMM in a private transaction valued at $.04 per share.

The  Registrant  is entitled to the use of 300 square feet of office and related
facilities  free of charge from March through  September 2002, and at $2,000 per
month thereafter, and management services from March 2002 through September 2003
without charge,  and at the rate of $1,000 per month  thereafter  pursuant to an
Advisory and Occupancy  Services  Agreement  with  Brentwood  dated December 30,
2002. The agreement also provides that Brentwood,  commencing July 1, 2002, will
arrange and pay for the  Registrant's  recurring  administrative  and  reporting
expenses and invoice the Registrant  periodically on open account.  At September
30, 2003, the Registrant  owed Brentwood  $18,000 for monthly office charges and
$37,082 in general and administrative expenses or an aggregate of $55,082. As of
August 19, 2003 the Agreement for Advisory and Occupancy Services was determined
due to the Stock Purchase Agreement with Cipher Multimedia.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion contains forward-looking  statements regarding the
Registrant,  its business,  prospects and results of operations that are subject
to certain risks and  uncertainties  posed by many factors and events that could
cause the Registrant's  actual business,  prospects and results of operations to
differ  materially  from those that may be anticipated  by such  forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation,  the  Registrant's  ability  to  successfully  develop  new
products  for  new  markets;  the  impact  of  competition  on the  Registrant's
revenues, changes in law or regulatory requirements.

     When used in this  discussion,  words  such as  "believes,"  "anticipates,"
"expects,"   "intends,"  and  similar   expressions  are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  The Registrant  undertakes no obligation to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made by the  Registrant in this report and other reports filed with
the Securities and Exchange Commission that attempt to advise interested parties
of the risks and factors that may affect the Registrant's business.

Nine Month Periods Ended September 30, 2003 and 2002

Revenues.  As a direct result of the  Registrant's  December 2001 disposition of
its interest in its failing live entertainment  business,  the Registrant had no
revenues during either the nine month period ended September 30, 2003 ("9M3") or
the nine month period ended September 30, 2002 ("9M2").

Cost of Revenues and Gross Profit (Loss). As a direct result of the Registrant's
December  2001  disposition  of its interest in its failing  live  entertainment
business,  the  Registrant had no cost of revenues or gross profit (loss) during
either 9M3 or 9M2.

Expenses  and Income  Taxes.  General and  administrative  expenses for 9M3 were
$36,527  compared to $74,200 for 9M2.  This  reduction is similarly in line with
the Registrant's  strategy of exiting the failing live  entertainment  business.
Consistent  with that  strategy,  the Registrant has redirected its focus toward
becoming  a  candidate  to acquire  or merge  with a  profitable  privately-held
business  operation.  Accordingly,  the  Registrant's  recurring  administrative
expenses are limited to: (i) professional fees (legal and accounting) associated
with maintaining its reporting requirements, (ii) the $2,000 per month occupancy
fee that commenced  October 1, 2002,  pursuant to the Registrant's  December 30,
2002 anded on August 19, 2003.

Net Loss. The  Registrant's 9M3 resulted in a net loss of $6,777 compared to net
loss of $74,500 for 9M2. The average number of common shares outstanding in each
period,  after  restatement  for the reverse split,  yielded a loss per share of
$0.00 for 9M3 versus $0.07 for 9M2.

Three Month Periods Ended September 30, 2003 and 2002

Revenues.  As a direct result of the  Registrant's  December 2001 disposition of
its interest in its failing live entertainment  business,  the Registrant had no
revenues during either the third quarter ended September 30, 2003 ("3Q3") or the
third quarter ended September 30, 2002 ("3Q2").

Cost of Revenues and Gross Profit (Loss). As a direct result of the Registrant's
December  2001  disposition  of its interest in its failing  live  entertainment
business,  the  Registrant had no cost of revenues or gross profit (loss) during
either 3Q3 or 3Q2.

Expenses  and Income  Taxes.  General and  administrative  expenses for 3Q3 were
$5,000  compared to $1,600 for 3Q2. This reduction is similarly in line with the
Registrant's  strategy  of exiting  the  failing  live  entertainment  business.
Consistent  with that  strategy,  the Registrant has redirected its focus toward
becoming  a  candidate  to acquire  or merge  with a  profitable  privately-held
business  operation.  Accordingly,  the  Registrant's  recurring  administrative
expenses are limited to: (i) professional fees (legal and accounting) associated
with maintaining its reporting requirements, (ii) the $2,000 per month occupancy
fee that commenced  October 1, 2002,  pursuant to the Registrant's  December 30,
2002 which has been terminated and $30,000 was forgiven.

Net Loss. The Registrant's 3Q3 resulted in a net gain of $25,000 compared to net
loss of $1,700 for 3Q2. The average number of common shares  outstanding in each
period,  after  restatement  for the reverse split,  yielded a gain per share of
$0.01 for 3Q3 versus $0.00 for 3Q2.

Liquidity and Capital Resources

At September  30, 2003,  the  Registrant  did not have any  significant  cash or
assets and had current  liabilities of $55,115 and a working capital  deficiency
of $55,015.  MMM and Brentwood,  the former respective holders of 90.2% and 5.0%
of the  Registrant's  common shares.  At September 30, 2003,  have  collectively
provided  all of the  Registrant's  operating  and  administrative  expenses and
office  facilities  since MMM's purchase of control of Registrant in March 2002.
The continued economic viability of the Registrant has been completely dependent
upon the new majority shareholders,  Cipher Multimedia continuing to support the
Registrant's stated business purpose of seeking a business combination candidate
with which to merge.


ITEM 3. Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits  under the  Securities  Exchange Act of 1934,  as amended,  is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
rules and forms of the  Securities  and  Exchange  Commission.  Based upon their
evaluation  of those  controls and  procedures  performed  within 90 days of the
filing date of this report,  the Chief Executive and Chief Financial officers of
the  Registrant   concluded  that  the  Registrant's   disclosure  controls  and
procedures were adequate.

(b)  Changes in Internal Controls

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


                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

     99.1 - Certification  Pursuant to Section 302 of the  Sarbanes-Oxley Act of
          2002

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

(b)  Reports  on Form 8-K:  On August  19,  2003 the  Company  filed a change of
     control statement on Form 8-K.

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MOMENTUM HOLDINGS CORPORATION

Dated: November 19, 2003

By:  /s/ Patrick Rooney
-------------------------
President  and Chairman of the Board of Directors

                                   EXIBIT 99.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick Rooney, the Registrant's President, certify that:

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB of  Momentum
          Holdings Corporation.

     2.   Based on my  knowledge,  this  quarterly  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 quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
          15d-15(e)) and internal  control over financial  reporting (as defined
          in Exchange Act Rules  3a-15(f) and  15d-15(f)) for the Registrant and
          have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               Registrant,  including  its  consolidated  subsidiaries,  is made
               known to me by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b)   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under my supervision,  to provide  reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   Evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls  and   procedures   and  presented  in  this  report  my
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          d)   Disclosed in this report any change in the Registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               Registrant's most recent fiscal quarter (the Registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   Registrant's   internal  control  over  financial
               reporting; and

     5.   I have  disclosed,  based on my most  recent  evaluation  of  internal
          control over financial reporting, to the Registrant's auditors and the
          audit committee of Registrant's board of directors:

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the Registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  Registrant's
               internal control over financial reporting.

Dated: November 19, 2003

By:  /s/ Patrick Rooney
-------------------------
President  and Chairman of the Board of Directors


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

     1.   I have  reviewed  this  quarterly  report on Form  10-QSB of  Momentum
          Holdings Corporation.


     2.   Based on my  knowledge,  this  quarterly  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 quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
          15d-15(e)) and internal  control over financial  reporting (as defined
          in Exchange Act Rules  3a-15(f) and  15d-15(f)) for the Registrant and
          have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               Registrant,  including  its  consolidated  subsidiaries,  is made
               known to me by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

          b)   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under my supervision,  to provide  reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c)   Evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls  and   procedures   and  presented  in  this  report  my
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          d)   Disclosed in this report any change in the Registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               Registrant's most recent fiscal quarter (the Registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   Registrant's   internal  control  over  financial
               reporting; and

     5.   I have  disclosed,  based on my most  recent  evaluation  of  internal
          control over financial reporting, to the Registrant's auditors and the
          audit committee of Registrant's board of directors:

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the Registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  Registrant's
               internal control over financial reporting.


Dated: November 19, 2003

/s/Corey Conn
Chief Financial Officer
Secretary and Director


                                  EXHIBIT 99.2

                          Momentum Holdings Corporation

                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Momentum Holdings Corporation on Form
10-Q for the  quarterly  period  ended  September  30,  2003,  as filed with the
Securities  and Exchange  Commission  on November 19, 2003 (the  "Report"),  the
undersigned,  in the capacities and on the dates  indicated  below,  each hereby
certify  pursuant to 18 U.S.C.  section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with  requirements of Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Certified Services, Inc.


Dated: November 19, 2003

/s/Corey Conn
Chief Financial Officer
Secretary and Director


Note: The certification  the registrant  furnishes in this exhibit is not deemed
"filed" for purposes of Section 18 of the  Securities  Exchange Act of 1934,  as
amended,  or otherwise subject to the liabilities of that Section.  Registration
Statements or other documents filed with the Securities and Exchange  Commission
shall not incorporate this exhibit by reference,  except as otherwise  expressly
stated in such filing.