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, 2002. ------------------

.......  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                                      (IRS Employer
     of incorporation)                                               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, $.001par value: 2,000,000 shares at October 31, 2002.
                                     ---------
Transitional Small Business Disclosure Format (Check one):  Yes ___.  NO   X  .
                                                                         -----
                                       1

                          MOMENTUM HOLDINGS CORPORATION

                 Form 10-QSB - Quarter Ended September 30, 2002

                                      INDEX


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

Item 1.  Financial Statements..................................................2
         Condensed Consolidated Balance Sheets at September 30, 2002 and
            December 31, 2001..................................................3
         Condensed Consolidated Statements of Operations for the Nine Months and
            Three Months Ended September 30, 2002 and September 30, 2001.......4
         Condensed Consolidated Statements of Stockholders' Equity (Deficiency)
            for the period January 1, 2001 to September 30, 2002...............5
         Condensed Consolidated Statements of Cash Flows for the Nine Months
            Ended September 30, 2002 and September 30, 2001....................6
         Notes to Condensed Consolidated Financial Statements..................8

Item 2.  Management's Discussion and Analysis..................................9

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

Item 6.  Exhibits and Reports on Form 8-K.....................................11

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

         CERTIFICATION .......................................................13

         EXHIBITS.............................................................14



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

     The unaudited condensed  consolidated financial statements of registrant as
of September  30, 2002 and for the nine months and three months ended  September
30, 2002 and September 30, 2001 follow.  The  condensed  consolidated  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.

                                       2

                          MOMENTUM HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                 September 30,
                                                     2002           December 31,
                                                  (unaudited)           2001
                                                 ------------           ----


ASSETS

Current assets:
     Cash                                    $          120      $          41
                                                   --------            -------
   Total current assets                                 120                 41
                                                   --------            -------

    Total assets                                        120                 41
                                                   ========            =======


LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Due to Midwest Merger Management, LLC             1,700                  -
                                                   --------             ------
  Total liabilities                                   1,700                  -
                                                   --------             ------

Stockholders' equity (deficit):
   Preferred stock, $.01 par value,
    10,000,000 shares authorized, no shares
    issued and outstanding                               -                   -
   Common stock, $.001 par value,
    50,000,000 shares authorized, 2,000,000
    and 180,000 shares issued
    and outstanding in 2002 and 2001,
    respectively                                     2,000                 180
   Additional paid-in capital                    4,232,563           4,161,504
   Retained earnings                            (4,236,143)         (4,161,643)
                                                 ---------           ---------
  Total stockholders' equity (deficit)          (    1,580)                 41
                                                 ---------           ---------

Total liabilities and stockholders'
  equity (deficit)                              $      120           $      41
                                                 =========           =========



See accompanying Notes to Condensed Consolidated Financial Statements

                                       3

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Unaudited


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

                                            2002       2001     2002       2001
                                            ----       ----     ----       ----
Revenue:
Box office income                        $    -  $ 4,962,025   $   -    $     -
Royalties and other income                    -      262,837       -    198,910
                                          -----   ----------   -----   --------
 Total revenue                                -    5,224,862       -    198,910
                                          -----   ----------   -----   --------

Costs of revenue:
 Theatre production expenses                  -    5,814,651       -    (12,537)
 Development costs                            -       11,383       -       (645)
 Amortization of production costs             -    6,110,973       -          -
                                          -----   ----------    -----  ---------

Total cost of revenue                         -   11,937,007       -    (13,182)
                                          -----   ----------    -----  ---------

Gross profit (loss)                           -   (6,712,145)      -    212,092

General and administrative expenses      74,200      889,407   1,600     25,762
                                         ------   ----------   -----    --------
Operating profit (loss) before
    minority interest                   (74,200)  (7,601,552) (1,600)   186,330
Minority interest                             -    4,334,843       -    126,986
                                         ------   ----------   -----   ---------

Profit (loss) before taxes              (74,200)  (3,266,709) (1,600)   313,316
                                         ------    ---------   -----    --------
Income tax expense:
 Current                                    300        1,629     100        205
 Deferred                                     -      175,000       -          -
                                         ------     --------   -----    --------
                                            300      176,629     100        205
                                         ------     --------   -----    --------

Net profit (loss)                     $ (74,500)  (3,443,338)$(1,700)  $ 313,111
                                        =======    =========  =======   ========


Profit (loss) per share -
 basic and diluted                       $(0.07)    $(21.89)  $(0.00)    $ 3.17
                                          =====       =====     ====       ====

Weighted average shares outstanding -
    basic and diluted                 1,108,000     157,295 2,000,000   174,545
                                      =========     ======= =========   =======

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       4

                          MOMENTUM HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED STATEMENTS OF
                        STOCKHOLDERS' EQUITY (DEFICIENCY)
                                    Unaudited


                               Preferred stock,
                               $0.01 par value             Common stock
                               ----------------    -----------------------------
                               Shares    Amount     Shares               Amount
                               ----------------    -----------------------------


Balance, January 1, 2001              -   $    -    11,704,500         $11,704
Effect of 1:100 Reverse
Split of Common Stock                              (11,587,455)        (11,587)
                              ---------  -------   ------------        -------

January 1, 2001, restated             -        -       117,045             117

Issuance of shares
in cancellation of debt -
 Third parties                        -        -        20,000              20
 Related parties                      -        -        37,500              37

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

Minority interest -
   Change in capital, net             -        -             -               -
   Share of period results            -        -             -               -

Exchange of preferred for
 common shares                ( 350,000) ( 3,500)        2,700               3

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

Disposition of MPI                    -        -             -               -

Net loss                              -        -             -               -

                              ---------  --------   ----------       ---------
Balance, December 31,
2001, Restated                        -  $     -       180,000      $      180

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

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

Balance September 30,
2002                                  - $      -      2,000,000      $    2,000
                              =========  =======     ==========       =========


(Continued below)

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

Balance, January 1, 2001     $  687,495  $(583,462)   $1,046,828    $ 1,162,565
Effect of 1:100 Reverse
Split of Common Stock            11,587          -             -              -
                                -------   --------     ---------     ----------
January 1, 2001, restated       699,082   (583,462)   $1,046,828      1,162,565

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

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

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

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

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

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

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

                              ---------  ---------     ---------      ---------
Balance, December 31,
2001                         $4,161,504$(4,161,643)   $        -    $        41

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

Net loss                              -  (  74,500)            -      (  74,500)
                              ---------  ---------     ---------      ---------
Balance September 30,
 2002                        $4,232,563$(4,236,143)   $        -    $(    1,580)
                              =========  =========     =========      =========

                                        5

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited


                                            Nine Months Ended September 30,

                                              2002                  2001
                                         -------------------------------------
Cash provided (used) by:
   Operating activities:
   Cash received from customers          $        -           $   5,301,363
   Cash paid to suppliers                         -              (5,314,844)
   Income taxes paid                                             (    1,629)
                                          ---------              ----------
 Net cash provided by (used in)
  operating activities                            -              (   15,110)
                                         ----------               ---------
Investing activities:
  Theatre productions in development              -              (4,954,169)
                                         ----------               ---------
Net cash used by investing activities             -              (4,954,169)
                                         ----------               ----------

Financing activities:
 Proceeds from issuance of notes
   payable                                        -               1,036,000
 Principal payments on notes payable              -              (   18,687)
 Proceeds form issuance of notes
  payable - related parties                       -                  73,902
 Proceeds from sale of preferred shares           -                 314,999
 Proceeds from issuance of common shares
  for cash                                       79                      -
 Minority interest                                -               3,372,115
                                        -----------              ----------
Net cash provided by financing
  activities                                     79               4,778,329
                                        -----------              ----------
Increase (decrease) in cash, net                 79             (   190,950)

Cash, beginning of period                        41                 249,497
                                        -----------              ----------
Cash, end of period                    $        120             $    58,547
                                        ===========              ==========

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       6

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
                                   (Concluded)


                                               Nine Months Ended September 30,
                                                2002                     2001
                                         -------------------------------------

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

Net loss                                  $  (74,500)          $ (3,443,338)
                                              ------              ---------


Adjustments to reconcile net loss to
 net cash provided by (used in)
 operating activities:


 Common shares issued for services            72,800                      -
Amortization                                       -              6,110,973
Minority interest                                  -             (4,334,843)
Deferred income taxes                              -                175,000

Decreases in assets:
 Accounts receivable                               -                 76,501
 Prepaid expenses                                  -                 27,646
 Deposits                                          -                153,833

Changes in liabilities increase (decrease):
  Accounts payable and accrued expenses            -              1,389,373
  Accounts payable and accrued expenses
   - related party                             1,700             (  170,255)
                                           ---------              ----------
Total adjustments                             74,500               3,428,228
                                           ---------              ----------

Net cash provided by (used in)
operating activities                      $       -             $(   15,110)
                                           =========              =========


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

     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 six months ended June 30, 2002, valued at $40,000.  On June 24, 2002,
the  Registrant  issued 818,025  shares in exchange for legal  services,  office
facilities,  and other  administrative  services provided through June 30, 2002,
valued at  $32,800.  During the three  months  ended  September  30,  2002,  the
Registrant was the beneficiary of an additional $1,700 of expenses advanced by a
related party.

     During the nine months ended September 30, 2001, and as set forth in Note 4
of Notes to Condensed Financial Statements,  the Registrant issued 57,500 shares
of its Common  Stock,  $.001 par value,  in  exchange  for the  cancellation  of
delinquent  obligations of $150,000 to affiliates and $80,000 to non-affiliates,
or an aggregate of $230,000.

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       7


                          MOMENTUM HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

     1. Accounting Policies.  The Registrant's  condensed consolidated financial
statements  for the nine months and three months ended  September 30, 2002,  and
September 30, 2001, have been prepared in accordance  with  accounting  policies
described  in its Annual  Report on Form 10K-SB for the year ended  December 31,
2001, supplemented by Notes 1 through 6 provided herein. Management believes the
enclosed condensed consolidated  statements include all adjustments necessary to
present  fairly  the  results of the  Registrant's  operations  for the  interim
periods  presented,  and its financial  condition at September 30, 2002. Interim
financial  statements  may not be  indicative of full year results and should be
read in  conjunction  with the  Registrant's  audited  report for the year ended
December 31, 2001.

     Since  January 1, 2002,  and  principally  as a result of its  December 31,
2001, disposition of its entertainment  business, the Registrant has not had any
revenue from operations. During this period, the Registrant has been principally
engaged in seeking  to  consummate  a  business  combination  with a  profitable
privately owned company.  Accordingly, and despite the fact that management does
not consider the Registrant to be a development  stage  company,  it is possible
that the Registrant could be considered to be a blank check company.  As defined
in Section  7(b)(3) of the Securities  Act of 1933, as amended,  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
Securities and Exchange Commission and many states have enacted statutes,  rules
and regulations limiting the sale of securities of blank check companies.


     2.  Basis  of  Consolidation.   The  accompanying   condensed  consolidated
financial  statements  include  the  accounts  of the  Registrant  and,  through
December 31, 2001,  those of its wholly owned subsidiary  Momentum  Productions,
Inc. and the limited partnerships (Dinner with Friends, LP, The Supper Club, LP,
and The Ringing,  LP) of which it was general partner ("MPI").  All intercompany
transactions have been eliminated.

     3.  Disposition  of MPI.  In December  2001,  the  Registrant's  management
determined  it was in  its  best  interest  to  dispose  of  MPI  and  its  live
entertainment  business.  Accordingly,  on December  31,  2001,  the  Registrant
entered  into an Asset  Disposition  Agreement  with MPI  Resolution  Trust,  an
affiliated New York trust formed to resolve MPI's affairs (the  "Trust"),  which
provided for the transfer of 100% of the  outstanding  shares of MPI in exchange
for  the  Trust's   assumption  of  specified   liabilities  of  the  Registrant
aggregating  $300,000.  As MPI's liabilities  exceeded its assets by $2,614,731,
the disposition resulted in an aggregate increase to the Registrant's additional
paid-in capital of $2,914,731.

     4. Related Party Transactions.  On February 5, 2002, the Trust conveyed its
interest in 12,001,465 shares (or 66.7%) of the Registrant's  outstanding common
stock to Midwest Merger  Management,  LLC, a Kentucky limited  liability company
("MMM"),  in exchange for $250,000 in cash, notes, and common stock.  During the
six months ended June 30, 2002,  MMM arranged for its merchant bank to represent
the Registrant in its search for an operating business in exchange for 1,000,000
shares of Common Stock valued at $40,000;  and MMM was issued  820,000 shares of
Common Stock in exchange for $79 in cash and legal,  office,  and other services
valued at $32,800, which were used to fund the Registrant's administrative costs
for the period.  During the three months ended  September 30, 2002, MMM advanced
the Registrant an additional $1,700 of administration expenses.

                                       8

     In  August  2001,  the  Registrant  accepted  the  resignation  of the  two
executive  officers of MPI. In connection  with their  resignation,  100% of the
shares of the  Registrant's  Common Stock owned by them was  contributed  to the
Trust  in  contemplation  of the use  thereof  in  winding  up 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 co-trustees  (the  "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: (i)
the taxing  authorities to which MPI has payroll  withholding  tax  liabilities;
(ii) the Trustees for  indemnification  of claims that may arise from their good
faith guarantees of the Registrant's business obligations;  and (iii) any person
the  Trustees  reasonably  believe to have made a valuable  contribution  toward
accomplishing the Trust's purpose.

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

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

     5.  Redirection of the  Registrant's  Activities:  On February 5, 2002, MMM
acquired   12,001,465   shares  of  the  Registrant's   Common  Stock  from  the
Registrant's former officers,  directors,  and the Trust. As MMM acquired 66.67%
of the issued and outstanding  shares of the  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.  Accordingly,
MMM may be deemed to be a parent of the Registrant.  MMM has been engaged in the
business of identifying,  acquiring and financing  business  operations for more
than five years.  Although MMM is actively seeking a new business  operation for
the Registrant,  there can be no assurance that MMM's plan of redirection can be
implemented  in a timely  manner,  if at all, or that such plan will achieve any
material degree of success.

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

     7.  Going  concern:  These  financial  statements  have  been  prepared  in
accordance with generally accepted accounting  principles  applicable to a going
concern which  contemplate  the  realization of assets and the  satisfaction  of
liabilities and  commitments in the normal course of business.  At September 30,
2002, the Registrant has accumulated  operating  losses of $4,236,143  since its
inception. The Registrant's ability to continue as a going concern is contingent
upon the  successful  completion of additional  financing  arrangements  and its
ability to identify,  acquire,  and maintain a  profitable  business  operation.
Management  intends to raise the funds  necessary  to finance  the  Registrant's
operating requirements until it can consummate a business combination. While the
Registrant  is utilizing  its best efforts to achieve its goal,  there can be no
assurance that its plan will be successful within the foreseeable  future.  This
condition raises substantial doubt about the Registrant's ability to continue as
a going  concern.  The  accompanying  financial  statements  do not  include any
adjustments that might be appropriate in view of this uncertainty.

                                       9

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion contains forward-looking  statements regarding the
Registrant's  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  that adversely  affect or
preclude   customers   from  using  the   Registrant's   products   for  certain
applications,  delays  in  the  Registrant's  introduction  of new  products  or
services,   and  failure  by  us  to  keep  pace  with  emerging   technologies.

     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 us 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, 2002 and 2001:

     Revenues - Total  revenue  for the nine  months  ended  September  30, 2001
("9M1") was $5,224,862 compared to $ -0- for the nine months ended September 30,
2002  ("9M2").  This  decrease was  principally  attributable  to the  continued
decline in viability of the Registrant's  former live entertainment  business of
MPI, which led to the Registrant's disposition of that operation on December 31,
2001.

     Cost of Revenues and Gross Loss - Cost of revenues was  $11,937,007  during
9M1,  compared to $ -0- for 9M2. This reduction is consistent with the declining
viability  of the  Registrant's  former  live  entertainment  operation  and its
disposition in December 2001.

     Expenses and Operating Loss - General and  administrative  expenses for 9M1
were $889,407  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 an entirely new  business.

     Net Loss - During 9M1, the Registrant's operating results before taxes were
allocated to the Registrant's  minority interest in proportion to their stake in
profits and losses.  After such allocation,  provision for minimum taxes, net of
any tax benefits that may be applicable, is made at statutory rates. During 9M1,
the entire tax benefit of $175,000  that had been provided  throughout  2000 was
written off as its recovery could no longer be assured. The result is a net loss
of $3,443,338 for 9M1 compared to the  Registrant's net loss of $74,500 for 9M2.
The average number of shares of Common Stock  outstanding in each period,  after
restatement  for the  reverse  split,  yields a loss per share of $21.89 for 9M1
versus $0.07 for 9M2.

                                       10


Quarters Ended September 30, 2002 and 2001:

     Revenues - Total revenue for the third quarter 2001 ("3Q1") was  $3,110,256
compared  to $ -0- for  the  third  quarter  2002  ("3Q2").  This  decrease  was
principally   attributable  to  the  continued   decline  in  viability  of  the
Registrant's  former  live  entertainment  business  of  MPI,  which  led to the
Registrant's disposition of that operation on December 31, 2001.

     Cost  of  Revenues  and  Gross  Loss - Cost of  revenues  was a  credit  of
$(13,182)  during 3Q1 compared to $ -0- for 3Q2. This principal  reason for this
credit was centered in the  inadvertent  over-accrual of the wind up expenses of
the  Registrant's  failing  entertainment  operation,  which was  disposed of in
December 2001.

     Expenses and Operating Loss - General and  administrative  expenses for 3Q1
were  $25,762  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 new business  operation.


     Net Profit (Loss) - During 3Q1, the Registrant's  operating  results before
taxes were allocated to the Registrant's  minority interest in its entertainment
limited  partnerships in proportion to the minority  interest's stake in profits
and losses.  After such  allocation,  provision  for minimum taxes (tax benefits
accrued during 2000 were written off in 3Q1 as their recovery could no longer be
assured) is made at statutory  rates. The result is a net profit of $313,111 for
3Q1  compared  to the  Registrant's  net loss of $(1,700)  for 3Q2.  The average
number of shares of Common Stock  outstanding in each period,  after restatement
for the reverse  split,  yields a profit per share of $3.17 for 3Q1 versus a net
loss per share of $0.00 for 3Q2.

Liquidity and Capital Resources


     The Registrant has no capital  resources.  Given the  Registrant's  lack of
operating  revenue,  management  believes that the  Registrant's  only realistic
source of capital is private  placements  of its common stock sold to accredited
investors with experience in investing in high risk entities of this sort. Given
the limited  options  for  capital  available  to the  Registrant,  there can be
absolutely no assurance that the Registrant  will be able to survive as a viable
entity.

     As a  result  of the  failure  of  MPI's  operations  to  achieve  economic
viability,  the Registrant  deemed it in its best interest to dispose of MPI and
its live theatrical business.  On December 31, 2001, the Registrant entered into
an Asset  Disposition  Agreement  with MPI Resolution  Trust,  an affiliate (the
"Trust"),  which provided for the sale of 100% of the outstanding  shares of MPI
in exchange for the Trust's  assumption of $300,000 of specified  liabilities of
the  Registrant.  As MPI's  liabilities  exceeded its assets by $2,614,731,  the
disposition  resulted in an aggregate  increase to the  Registrant's  additional
paid-in  capital of  $2,914,731.  Additionally,  on February 5, 2002,  the Trust
conveyed  its  interest  in  12,001,465   (66.7%)   outstanding  shares  of  the
Registrant's  Common Stock to MMM. The  conveyance  was made in connection  with
MMM's   actively   seeking  a  new  operating   business  for  the   Registrant.

     In April 2002, in exchange for 1,000,000 shares of the Registrant's  Common
Stock valued at $40,000,  MMM arranged  for its merchant  bank to represent  the
Registrant  in its  acquisition  search.  In addition,  MMM incurred  $32,800 of
operating  expenses on the Registrant's  behalf during the six months ended June
2002 that were  exchanged for 820,000 shares of the  Registrant's  Common Stock.
The expenses and merchant banking services through June 30, 2001,  together with
an  additional  $1,700 of expenses  advanced by MMM on the  Registrant's  behalf
during  3Q2,  represent  virtually  all of the  administrative  expenses  of the
Registrant  for the nine months ended  September 30, 2002. No assurances  can be
given that MMM's plan to acquire or merge the Registrant  with another  business
operation will be successful, or that MMM will continue to fund the Registrant's
expenses in that regard indefinitely.

                                       11

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM  8-K -

(a)  Exhibits:    A -  Letter on Unaudited Interim Financial Information

(b)  Reports on Form 8-K   Form 8-KSB filed October 21, 2002.




                                   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

Date:  November 8, 2002


/s/____Anthony R. Russo_______________
       ----------------
 Anthony R. Russo, Chief Executive Officer


                                       12


                                  CERTIFICATION

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

     1. I have reviewed this quarterly report on Form 10-Q 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. 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  quarterly  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  quarterly  report  (the
"Evaluation  Date");  and c) presented in this quarterly  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
quarterly  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: November 8, 2002


/s/ Anthony R. Russo
Anthony R. Russo
Chief Executive Officer

                                       13

                                    Exhibit A

                         Letterhead of Bloom & Co., LLP


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Stockholders
Momentum Holdings Corporation
477 Madison Avenue - 12th Floor
New York, NY  10022-5802

Gentlemen:

     We have reviewed the accompanying  condensed  consolidated balance sheet of
Momentum  Holdings  Corporation  as of  September  30,  2002,  and  the  related
condensed consolidated  statements of operations,  stockholders' equity and cash
flows for the nine month  period  ended  September  30,  2002.  These  condensed
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
condensed consolidated financial statements taken as a whole. Accordingly, we do
not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the accompanying condensed financial statements for them to be
in conformity with accounting principles generally accepted in the United States
of America.

     The  condensed   consolidated  balance  sheet  and  condensed  consolidated
statements of operations as of and for the three months ended March 31, 2002 and
2001, and the six months ended June 30, 2001, were reviewed by other accountants
whose reports dated May 14, 2002, and August 15, 2001,  respectively,  expressed
that they were not aware of any  material  modifications  that should be made to
those  condensed  financial  statements  for  them  to  be  in  conformity  with
accounting principles generally accepted in the United States.

     The  consolidated  balance  sheet of Momentum  Holdings  Corporation  as of
December 31, 2001, presented herein, and the related consolidated  statements of
operations and retained earnings (deficit),  stockholders' equity and cash flows
for the year then ended not presented herein;  were audited by other accountants
and in their  report  dated  February 5, 2002,  they  expressed  an  unqualified
opinion on those financial statements.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also described in Note 7. The financial  statements do not include any
adjustments that might result from the outcome of this uncertainity.


/s/ Bloom & Co., LLP
Certified Public Accountants
Hempstead, New York
November 7, 2002


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