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

                                   Form 10Q-SB

(MarkOne)

...X. Quarterly  report under section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended: March 31, 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 Identification No.)

                       477 Madison Avenue - Twelfth Floor
                             New York, NY 10022-5839
                (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 March 31, 2003.


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





                          MOMENTUM HOLDINGS CORPORATION
                   Form 10-QSB - Quarter Ended March 31, 2003

                                      INDEX
                                                                         Page

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

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

         Balance Sheets at March 31, 2003 and
           December 31, 2002...............................................3

         Statements of Operations for the Three Months
           Ended March 31, 2003 and March 31, 2002.........................4

         Statements of Stockholders' Equity (Deficiency) for the
           Period January 1, 2002 through March 31, 2003...................5

         Statements of Cash Flows for the Three Months
           Ended March 31, 2003 and March 31, 2002.........................6

         Notes to Financial Statements.....................................8

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

PART II OTHER INFORMATION.................................................10

Item 2. Changes in Securities.............................................10

Item 5. Other Information.................................................11

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

        SIGNATURE PAGE....................................................12
        CERTIFICATIONS....................................................13
        EXHIBITS..........................................................15





                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     The  unaudited  balance sheet of the  Registrant as of March 31, 2003,  the
audited  balance sheet at December 31, 2002,  and the unaudited  profit and loss
statements  for the three months ended March 31, 2003 and March 31, 2002 follow.
The 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

                                                        March 31,
                                                  2003          December 31,
                                              (unaudited)           2002


ASSETS

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

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



LIABILITIES and STOCKHOLDERS' EQUITY

Current liabilities:

    Due Brentwood Capital Corp.             $      35,315         $    25,638
    Accrued income taxes payable                      300                 200
                                               ----------           ---------
        Total liabilities                          35,615              25,838
                                               ----------           ---------

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

  Common stock, $.001 par, 50,000,000
    shares authorized; 2,100,011 and
    2,000,011 shares issued and
    outstanding on March 31, 2003 and
    December 31, 2002,  respectively               2,100               2,000

    Additional paid-in capital                 2,001,855           1,994,455
    Retained earnings                         (2,039,470)         (2,022,193)
                                             -----------         -----------

    Total stockholders' equity (deficiency)      (35,515)            (25,738)
                                             -----------         -----------

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




                 See accompanying Notes to Financial Statements





                          MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF OPERATIONS


                                                             (Unaudited)
                                                          Three Months Ended
                                                              March 31,
                                                        2003               2002
                                                        ----               ----

Revenue                                            $       -         $        -

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

Gross profit                                               -                  -
Professional fees                                      8,000                  -
General and administrative expenses                    9,177             14,841
                                                    --------           ---------

Loss before taxes                                    (17,177)           (14,841)

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

Net loss                                          $  (17,277)         $ (14,941)
                                                   =========           =========


Loss per share - basic and diluted                $    (0.00)         $   (0.08)
                                                   =========            =======

Weighted average shares outstanding -
    basic and diluted                              2,075,011            180,000
                                                   =========            =======






             See accompanying Notes to Financial Statements.







                          MOMENTUM HOLDINGS CORPORATION
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FROM JANUARY 1, 2002 THROUGH MARCH 31, 2003


                                   Preferred stock,        Common stock, $.001
                                      $.01 par                    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
                                    -            -         1,975             2
   Cash                             -            -     1,818,025
   Services                                                              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, March 31, 2003            -   $      -       2,100,011      $  2,100
                            ========    =======      ==========       =======





                 See accompanying Notes to Financial Statements.





                          MOMENTUM HOLDINGS CORPORATION
                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                   FROM JANUARY 1, 2002 THROUGH MARCH 31, 2003
                                   (CONTINUED)

                                        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                                       -       (   17,277)     (17,277)
                                     -----------      -----------     ---------

Balance, March 31, 2003              $ 2,001,855     $  2,039,470    $ (35,515)


            See accompanying Notes to Financial Statements.



                         MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF CASH FLOWS

                                                         (Unaudited)
                                                 Three Months Ended March 31,
                                                  2003                 2002
                                                  ----                 ----

Cash provided (used) by:
 Operating activities:
  Cash received from customers              $        -             $      -
  Cash paid to suppliers                      ( 17,177)             (14,841)
  Income taxes paid                                  -                 (100)
                                              ---------            ---------


    Net cash provided by (used in)
    operating activities                      ( 17,177)             (14,,941)
                                              --------             ---------



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

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

Financing activities:
   Due to Brentwood Capital Corp.               17,177                     -
   Proceeds from issuance of common stock        7,500                     -
   Repayment of loan payable -
     related parties                            (7,500)                    -
   Contribution to additional
     paid-in capital by MMM                          -                15,000
                                            ----------             ---------

    Net cash provided by financing
      activities                                17,177                15,000
                                            ----------             ---------

Increase (decrease) in cash, net                     -                    59

Cash, beginning of period                          100                    41
                                            ----------             ---------


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




                 See accompanying Notes to Financial Statements.


                          MOMENTUM HOLDINGS CORPORATION
                            STATEMENTS OF CASH FLOWS
                                    Unaudited
                                   (Concluded)



                                                Three Months Ended March 31,

                                                  2003               2002
                                                  ----               ----

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

Net loss                                      $ (17,277)          $ (14,941)
                                               --------            --------

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

  Changes in liabilities increase (decrease):

  Accrued income taxes payable                     100                   -
                                              --------            --------

     Total adjustments                             100                   -
                                              --------            --------

Net cash provided by (used in)
   operating activities                   $ (   17,177)        $   (14,941)
                                             =========            ========




Supplemental schedule of non-cash financing activity:




                 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,  disposed of in December
2001,  and  resolving  its  affairs.  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.

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, 2002. 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 three  months ended March 31, 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.

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 March 31,
2003,  the  Registrant  owed  Brentwood  $12,000 for monthly  office charges and
$23,315 in general and administrative expenses or $35,315.


                  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  that adversely  affect or
preclude customers from using our products for certain  applications,  delays in
our  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 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.

Three Month Periods Ended March 31, 2003 and 2002

Revenues.  As a direct result of the Registrant's December  2001disposition,  of
its interest in its failing live entertainment  business,  the Registrant had no
revenues  during  either the three  months  ended March 31, 2003  ("1Q3") or the
three months ended March 31, 2002 ("1Q2").

Cost of Revenues and Gross Profit (Loss). As a direct result of the Registrant's
December  2001disposition,  of its  interest in its failing  live  entertainment
business,  the  Registrant had no cost of revenues or gross profit (loss) during
either the three  months  ended March 31, 2003 ("1Q3") or the three months ended
March 31, 2002 ("1Q2").

Expenses  and Income  Taxes.  General and  administrative  expenses for 1Q3 were
$17,177  compared to $14,841 for 1Q2.  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)  maintaining  its  reporting  requirements  and the
payment of minimum  franchise taxes; and (ii) the $2,000 per month occupancy fee
that  commenced on October 1, 2002,  pursuant to the  Registrant's  December 30,
2002,  Advisory and Occupancy Services  Agreement with Brentwood.  Commencing on
April 1,  2003,  the  Registrant  will also  incur a $1,000  per month  business
advisory fee pursuant to the same agreement.

Net Loss. The Registrant's 1Q3 resulted in a net loss of $17,277 compared to net
loss of $14,941 for 1Q2. 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 1Q3 versus $0.08 for 1Q2.

Liquidity and Capital Resources

At March 31, 2003, the Registrant  did not have any  significant  cash or assets
and had  current  liabilities  of $35,315  and  working  capital  deficiency  of
$35,515.  MMM and Brentwood,  the holders of 90.2% and 5.0% of the  Registrant's
common  shares  at  March  31,  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  is  completely  dependent  upon MMM and  Brentwood
continuing  to support the  Registrant's  stated  business  purpose of seeking a
business  combination  candidate with which to merge. No assurances can be given
that the Registrant's  plan to acquire or merge with another business  operation
will be  successful,  or  that  MMM  and  Brentwood  will  support  that  effort
indefinitely.

                           PART II - OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES.

During the three  month  ended  March 31,  2003,  and  pursuant  to an  Offering
Memorandum  dated  January 3, 2003,  the  Registrant  sold 100,000 of its common
stock,  $.001 par value,  for $0.075 per share or an aggregate  of $7,500.  As a
result of the foregoing,  the number of shares of common stock  outstanding  was
increased from 2,000,011 to 2,100,011.

Item 5. Other Information.

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

     In addition, the Agreement provided for its terminated if a closing did not
occur  within  ninety  (90)  days  from  the date the  Agreement  was  executed.
Accordingly,  and  principally as a result of the failure of WorldLink to timely
deliver  the  WorldLink  Financial  Statements  as  requested,   the  Registrant
terminated the Agreement with on April 22, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     10 (b) Offering Memorandum dated January 3, 2003.

(b)  Reports on Form 8-K: None.

                                   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

By:  /s/ Anthony R. Russo
  --------------------------

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

April 28, 2003





                                 CERTIFICATIONS

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

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

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and I 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 me 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 my  evaluation  as of  the
     Evaluation Date;

5.   I have disclosed,  based on my 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.   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 my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

Date:  April 28, 2003

/s/  Anthony R. Russo
Chief Executive Officer

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

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

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and I 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 me 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 my  evaluation  as of  the
     Evaluation Date;

5.   I have disclosed,  based on my 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.   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 my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

Date:  April 28, 2003

/s/  Anthony R. Russo
Chief Financial Officer






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  balance sheet of Momentum Holdings
Corporation  as of March 31,  2003,  and the  related  condensed  statements  of
operations,  stockholders'  equity  and cash flows for the three  month  periods
ended March 31, 2003 and March 31, 2002.  These condensed  financial  statements
are the responsibility of the Registrant'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.

/s/ Bloom & Co., LLP

Certified Public Accountants
Hempstead, New York
April 25, 2003





                                  Exhibit 10(b)

PRIVATE PLACEMENT MEMORANDUM                                        No. 10302

                          MOMENTUM HOLDINGS CORPORATION

                 100,000 Shares of Common Stock, $.001 par value
                            Offered at $.01 per Share

All 100,000 shares of common stock, par value $.001 per share (the "Shares"), of
Momentum  Holdings  Corporation,  a publicly  owned  Delaware  corporation  (the
"Company"),  are being  offered and sold by the Company.  Prior to this offering
(the "Offering"),  there has only been a limited public market for the Company's
common stock.  In light of the fact that the last trade occurred on December 24,
2002,  the  Offering  price of the Shares  has been  determined  in arms  length
negotiations  with the  purchasers.  The Offering will begin on the date of this
Private  Placement  Memorandum (the  "Memorandum") and continue for 90 days. See
"Summary of the Offering".

      The Shares offered hereby involve a high degree of risk and immediate
        substantial dilution - See the Risk Factors starting on Page 11.

NEITHER THE SECURITIES AND EXCHANGE  COMMISSION ("SEC") NOR ANY STATE SECURITIES
COMMISSION  HAS  PASSED  UPON THE MERITS OF,  NOR GIVEN ITS  APPROVAL  TO,  THIS
OFFERING.  NOR HAS THE SEC NOR ANY STATE SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR  COMPLETENESS OF THIS  MEMORANDUM OR OTHER SELLING  LITERATURE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The  Offering is being made  directly by the Company on a strictly  best efforts
basis through its  directors and officers who shall serve without  compensation.
However,  the Company reserves the right to engage registered  broker/dealers in
the sale of the Shares to assist in this Offering for which the Company will pay
brokerage  commissions  not to exceed 10% on such sales.  All  proceeds  will be
deposited into an operating  account  controlled by the Company and  immediately
utilized  for the  purposes set forth in the "Use of Proceeds" on page 7 of this
Memorandum.  There are no escrow  provisions or escrow  protection.  The minimum
Subscription amount is $100.

Any  representation or warranty that may be made by anyone regarding the Company
other than as contained in this  Memorandum  is  unauthorized  and invalid.  The
Shares are being offered only to "Accredited  Investors" as that term is defined
in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
"Securities  Act")  or to  "Non-U.S.  Persons"  as that  term is  defined  under
Regulation S under the Securities Act so as to be exempt from registration under
the Securities Act by virtue of Section 4 (2) thereof.


                         Momentum Holdings Corporation.
                         477 Madison Avenue, 12th Floor
                               New York, NY 10022

                 The date of this Memorandum is January 3, 2003





                 SHARES OF MOMENTUM HOLDINGS CORPORATION OFFERED
               SOLELY TO ACCREDITED INVESTORS AND NON-U.S. PERSONS

THE INFORMATION  CONTAINED HEREIN IS DEEMED CONFIDENTIAL BY THE COMPANY,  AND IS
DISCLOSED  FOR THE SOLE PURPOSE OF  EVALUATION  BY A POTENTIAL  PURCHASER OF THE
SHARES BEING OFFERED HEREBY.  SO LONG AS ANY INFORMATION  CONTAINED HEREIN MAYBE
DEEMED NOT TO BE PUBLICLY  AVAILABLE  AND BEAR ON THE VALUE OF AN  INVESTMENT IN
THE  COMPANY'S  SECURITIES,  NO PERSON TO WHOM IT HAS BEEN  MADE  AVAILABLE  MAY
PARTICIPATE IN ANY PUBLIC TRADING INVOLVING SECURITIES OF THE COMPANY BASED UPON
THE INFORMATION CONTAINED IN THIS MEMORANDUM. ANY SUCH TRADING BY A RECIPIENT OF
THIS MEMORANDUM, OR BY A PERSON WHO IS INFORMED BY THE RECIPIENT OF THE CONTENTS
OF THIS  MEMORANDUM,  COULD  RESULT  IN  CIVIL  OR  CRIMINAL  LIABILITY  TO SUCH
RECIPIENT FOR VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

THE SHARES REFERRED TO HEREIN ARE NOT BEING  REGISTERED UNDER THE SECURITIES ACT
IN RELIANCE UPON THE EXEMPTION FROM  REGISTRATION FOR TRANSACTIONS BY ANY PERSON
OTHER THAN AN ISSUER, UNDERWRITER OR DEALER. THESE SHARES ARE BEING OFFERED ONLY
TO INVESTORS WHOM THE COMPANY  BELIEVES ARE "ACCREDITED  INVESTORS" AS THAT TERM
IS DEFINED IN RULE 501(A) OF REGULATION D OF THE  SECURITIES ACT AND TO NON-U.S.
PERSONS AS THAT TERM IS DEFINED UNDER REGULATION S OF THE SECURITIES ACT.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAVE PASSED UPON THE  ACCURACY  OR  ADEQUACY OF THIS  MEMORANDUM  OR
ENDORSED THE MERITS OF THIS OFFERING.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR ANY
JURISDICTION  TO ANY  PERSON  TO  WHOM IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER  OR
SOLICITATION IN SUCH STATE OR JURISDICTION.

NEITHER THE DELIVERY OF THIS  MEMORANDUM NOR ANY SALE HEREUNDER SHALL CREATE ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE  AFFAIRS OF THE COMPANY OR THE
FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.



PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY
OTHER  COMMUNICATIONS  FROM THE COMPANY,  THE COMPANY OR ANY OF THEIR RESPECTIVE
AFFILIATES,  RELATED  PARTIES,  OFFICERS,  OR EMPLOYEES  AS BEING LEGAL,  TAX OR
INVESTMENT  ADVICE.  EACH  RESPECTIVE  INVESTOR  SHOULD CONSULT HIS OWN COUNSEL,
ACCOUNTANT,  OR BUSINESS  ADVISOR  CONCERNING  INVESTMENT IN THE SHARES  OFFERED
HEREBY.

PRIOR TO THE CONSUMMATION OF THE TRANSACTIONS  CONTEMPLATED  HEREIN, THE COMPANY
WILL MAKE AVAILABLE TO PROSPECTIVE  INVESTORS AND/OR THEIR  REPRESENTATIVES  AND
ADVISORS,  THE  OPPORTUNITY  TO ASK QUESTIONS OF, AND RECEIVE  ANSWERS FROM, THE
COMPANY  OR FROM ANY  PERSON  ACTING  ON ITS  BEHALF  CONCERNING  THE  TERMS AND
CONDITIONS OF THIS  OFFERING AND TO OBTAIN ANY  ADDITIONAL  INFORMATION,  TO THE
EXTENT  THAT THE COMPANY  POSSESSES  SUCH  INFORMATION  OR CAN OBTAIN IT WITHOUT
UNREASONABLE  EFFORT  OR  EXPENSE,  NECESSARY  TO  VERIFY  THE  ACCURACY  OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM.  NO PERSON HAS BEEN AUTHORIZED TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THIS OFFERING WHICH IS NOT
CONTAINED IN THIS MEMORANDUM,  AND ANY SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE COMPANY.

ANY  REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE
DIVULGENCE OF ANY OF ITS  CONTENTS,  TO ANY PERSON OTHER THAN THE PERSON TO WHOM
THIS MEMORANDUM IS DELIVERED, IS PROHIBITED WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY. BY ACCEPTING THIS MEMORANDUM,  THE RECIPIENT AGREES TO RETURN IT TO
THE COMPANY IF HE/SHE DOES NOT PURCHASE ANY OF THE SHARES OFFERED HEREBY.

EACH INVESTOR MUST CONFIRM AND  REPRESENT  THAT EXCEPT AS SET FORTH HEREIN,  THE
SHARES  ARE BEING  ACQUIRED  FOR LONG TERM  INVESTMENT  WITHOUT  ANY  PRESENT OR
FORESEEABLE NEED TO CONSIDER DISPOSITION OF THE SHARES.

EACH INVESTOR WILL BE REQUIRED TO MAKE CERTAIN  REPRESENTATIONS  TO THE COMPANY,
INCLUDING  (BUT  NOT  LIMITED  TO)  REPRESENTATIONS  AS  TO  INVESTMENT  INTENT,
ACCREDITATION,  ACCESS TO INFORMATION CONCERNING THE COMPANY AND ABILITY TO BEAR
THE ECONOMIC RISK OF THE INVESTMENT.

INVESTMENT  ADVISORS  AND OTHER  MANAGERS  OF  INVESTMENT  ACCOUNTS  SHOULD  NOT
CONSIDER  THIS  INVESTMENT  FOR ANY INVESTOR WHO DOES NOT POSSESS  ACCREDITATION
QUALIFICATIONS AND SHOULD NOT TRANSMIT THIS MEMORANDUM TO ANY SUCH INVESTOR.

NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM SHALL BE EMPLOYED IN THIS
OFFERING  EXCEPT  FOR  THIS  MEMORANDUM,  STATEMENTS  CONTAINED  HEREIN  AND THE
EXHIBITS ATTACHED HERETO.

THIS CONFIDENTIAL MEMORANDUM PROVIDES A DESCRIPTION OF THE SHARES OFFERED HEREBY
AS WELL  AS A  SUMMARY  OF THE  DOCUMENTS  PURPORTED  TO BE  SUMMARIZED  HEREIN.
HOWEVER,  THIS MEMORANDUM IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE.
ACCORDINGLY,  REFERENCE  IS MADE  TO THE  COMPANY'S  BUSINESS  PLAN,  AND  OTHER
DOCUMENTS  ATTACHED  HERETO AS AN  EXHIBITS  OR WHICH HAVE BEEN  SUPPLIED TO THE
SUBSCRIBER.

THE COMPANY HAS THE RIGHT, IN ITS SOLE  DISCRETION,  TO REJECT ANY  SUBSCRIPTION
FOR ANY REASON WHATSOEVER.

ASSUMING THAT ALL OF THE SUBSCRIPTION  DOCUMENTS ARE IN ORDER, THAT A SUBSCRIBER
MEETS THE  SUITABILITY  STANDARDS AND SUCH OTHER STANDARDS AS THE COMPANY SHALL,
IN ITS  DISCRETION,  FROM TIME TO TIME ESTABLISH FOR THE PURCHASE OF THE SHARES,
SUCH  SUBSCRIBERS  WILL BE ACCEPTED ON A  FIRST-COME  BASIS AND SUBJECT TO PRIOR
SUBSCRIPTIONS   AND  THE  RIGHT  OF  THE   COMPANY   TO  ACCEPT  OR  REJECT  ANY
SUBSCRIPTIONS.

THE COMPANY IS NOT OBLIGATED TO NOTIFY THE  RECIPIENTS OF THIS  MEMORANDUM  THAT
ALL OF THE  SHARES  OFFERED  HEREBY  HAVE BEEN SOLD.  THE SHARES ARE  SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT,  AND  THE  APPLICABLE  STATE
SECURITIES  LAWS,  PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY WILL BE  REQUIRED TO BEAR THE  FINANCIAL  RISK OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Forward Looking Statements

When used in this Memorandum,  the words "may," "will," "expect,"  "anticipate,"
"continue," "estimate," "project," "intend" and similar expressions are intended
to identify forward-looking  statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities  Exchange Act of 1934 regarding
events,  conditions  and financial  trends that may affect the Company's  future
plans  of  operations,   business  strategy,  operating  results  and  financial
position.   Shareholders  and  prospective  investors  are  cautioned  that  any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. Such factors are described herein under the heading "Risk Factors."


                 [Balance of this page intentionally left blank]




                          PRIVATE PLACEMENT MEMORANDUM

                          MOMENTUM HOLDINGS CORPORATION
                 100,000 Shares of Common Stock, $.001 par value
                           Offered at $0.01 per Share

                                TABLE OF CONTENTS

Summary of the Offering................................................. 6

Form of Accredited Investor Subscription Agreement......................10



                                    EXHIBITS

EXHIBIT A: Accredited Investor Subscription Agreement

EXHIBIT B: Form 8-K/A Current Report as filed on January 29, 2003

EXHIBIT C: Form 10Q-SB  Quarterly Report for the Nine Months Ended September 30,
           2002, as filed on November 12, 2002

EXHIBIT D: Form 10-KSB Annual Report for the Fiscal Year Ended December 31, 2002
           as filed on April 8, 2002

EXHIBIT E: Form of Investment Letter.

EXHIBIT F: Definition of Accredited Investor.






                             SUMMARY OF THE OFFERING

The following summary of the Offering  memorialized in this Memorandum describes
the numerous  aspects of the Offering  believed by the Company to be material to
investors.  This  Memorandum  should be read in their  entirety  by  prospective
investors.  The following  summary is,  therefore,  qualified in its entirety by
reference  to  full  text  of the  accredited  investor  subscription  agreement
following  this  summary  (the  "Subscription  Agreement")  and to the  exhibits
attached hereto.

The Company    The Company was organized under the laws of the State of Delaware
               on January 13, 2000. The Company's  executive offices are located
               at 477 Madison Avenue,  New York, NY 10022.  The telephone number
               of the  Company  is (212)  308-8700  and the fax  number is (212)
               308-3949.

               Momentum  Holdings  Corporation  ("Momentum") was incorporated in
               Delaware  on January  13,  2000 under the name  Momentum  Holding
               Corp.  Upon  its  formation,  the  Company  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 Company.  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.

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

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

               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 Company's Common
               Stock from the  Company's  former  officers,  directors,  and the
               Trust.  In light of the fact  that  MMM  acquired  66.67%  of the
               issued and outstanding  shares of the Company's Common Stock, MMM
               may materially  influence and exercise effective control over the
               Company's affairs,  including but not limited to, the election of
               directors.  Accordingly,  MMM may be deemed to be a parent of the
               Company.   Although  MMM  is  actively  seeking  a  new  business
               operation for the Company,  there can be no assurance  that MMM's
               plan of redirection can be implemented in a timely manner,  if at
               all,  or that such  plan  will  achieve  any  material  degree of
               success.

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


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

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

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

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

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

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

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

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

Use of
Proceeds       The proceeds  from this  Offering  will be utilized for general
               working capital  purposes,  including the payment of the fees and
               expenses attendant upon the Company's reporting obligations under
               the Exchange Act.

The Shares     The Shares will be "restricted securities" as that term is
               defined under Rule 144 of the  Securities  Act and ineligible for
               public  sale for a period of 12 months  from the date of issuance
               unless earlier registered.

The Offering   Number of Offered Shares Maximum                     100,000
               Price per Share                                         $.01
               Type of Offering                                     Best Efforts
               Shares authorized
                 Common Stock, $.001 par                            50,000,000
                 Preferred Stock, $.001 par                         10,000,000
                 Common Shares outstanding prior to Offering         2,000,011
                 Common Shares outstanding after Offering            2,100,011
                 Preferred Shares outstanding prior to Offering            -0-
                 Equity ownership by Subscribers after the Offering       4.8%

Financial
Statements     Attached  hereto as Exhibit "B" is the Company's Form 10-QSB for
               the nine months ended September 30, 2002, as filed on November12,
               2002, the latest available  financial  statements of the Company.
               The latest available audited financial  statements of the Company
               are  included  in the  Company's  Form 10-KSB for the fiscal year
               ended December 31, 2001, as filed on April 8, 2002. This document
               appears as Exhibit "D" annexed to this Memorandum.

Method of
Distribution   The  Shares are being  offered by the  Company on a first come,
               first serve,  best efforts  basis  without  escrow  provisions or
               protection. All proceeds derived from the sale of the Shares will
               be immediately  deposited into an operating account maintained by
               the Company and utilized for the purposes stated herein.

               The Shares are being offered by the officers and directors of the
               Company without compensation. The Shares may also be offered on a
               best-efforts  basis by registered broker dealers that are members
               of the National Association of Securities Dealers, Inc. ("Selling
               Agents").  In the event that the  services of Selling  Agents are
               used,  the  Company  may pay up to a 10%  commission  on all such
               sales and may be certain  other charges as the Board of Directors
               of the Company deems fair and reasonable in order to complete the
               Offering.

Method of
Subscription   In order to subscribe for the Shares being offered  hereby, each
               investor must complete and execute the subscription  agreement, a
               form  of  which   follows   this  Summary  as  Exhibit  "A"  (the
               "Subscription  Agreement")  and an Investment  Letter,  a form of
               which is attached hereto as Exhibit "D". The Company has reserved
               the  discretionary  right to  reject  all or any  portion  of any
               subscription and to abandon the Offering at any time.

               Subscribers purchasing Shares will make payment in full within 30
               days from the time of subscription.  Checks shall be made payable
               to "Momentum Holdings Corporation."

Terms of
Offering       The Company is offering the Shares pursuant to Rule 506 of
               Regulation  D under the  Securities  Act.  The  Shares  are being
               offered only to  Accredited  Investors as that term is defined in
               Rule 501 of Regulation D under the  Securities Act and as defined
               in Exhibit  "E" annexed  hereto and to  Non-U.S.  Persons as that
               term is defined under Regulation S under the Securities Act.

               The Offering will commence on January 3, 2003, and will expire on
               April 3, 2003.

Risk Factors   The Shares are speculative securities and involve a high degree
               of risk and immediate  dilution,  and should be purchased only by
               persons who can afford the loss of their entire investment. For a
               description of the risks associated with this transaction  please
               see Paragraph 5. of the Subscription  Agreement that follows this
               Summery  as  Exhibit  "A" on  Page 11  under  the  caption  "Risk
               Factors".


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                                   EXHIBIT "A"

                         Form of Subscription Agreement






FORM OF  ACCREDITED  INVESTOR AND NON-U.S.  PERSON  SUBSCRIPTION  AGREEMENT  FOR
SHARES OF MOMENTUM HOLDINGS CORPORATION

SUBSCRIPTION AGREEMENT (the "Agreement") between Momentum Holdings Corporation a
publicly owned Delaware  corporation  (the "Company") with a class of securities
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the individual,  firm or entity executing this Agreement on
the  last  page  hereof  (the  "Subscriber").  The  Offering  (as  that  term is
hereinafter  defined)  shall be offered only to and  consummated  strictly  with
"Accredited  Investors"  as that term is defined in Rule 501(a) of  Regulation D
under the  Securities  Act of 1933,  as amended (the  "Securities  Act") and set
forth on Exhibit "E" and hereby incorporated herein by reference and to Non-U.S.
Persons as that term is defined under  Regulation S under the  Securities  Act .
This  Agreement  sets forth the terms under which the  Subscriber  will purchase
shares of the Company's common stock and thereby invest in the Company.

     1. Description of the Offering. This subscription is for an aggregate total
of up to 100,000 shares of the Company's Common Stock, $.001 par value per share
(the "Shares"),  offered by the Company at a purchase price of $.01 per Share or
a total of $1,000.  The Shares will be  "restricted  securities" as that term is
defined under Rule 144 under the  Securities  Act and ineligible for public sale
for a period of 12 months from the date of issuance. As a condition precedent to
the  issuance  of the  Shares,  the  Subscriber  shall be  required  to sign the
investment letter annexed hereto as Exhibit "D" and hereby  incorporated  herein
by reference.  Accordingly, all certificates representing the Shares will bear a
restrictive legend on their face and will be subject to a stop transfer order on
the books and  records of the  Company's  transfer  agent.  The Shares are being
offered under the exemption from registration provided by Rule 506 of Regulation
D under the Securities  Act. The Offering is being conducted for general working
capital purposes,  including the payment of the fees and expenses attendant upon
the Company's reporting  obligations under the Exchange Act. The entire Offering
consists of an aggregate of 100,000 Shares or $1,000.

     2. Terms of the Offering.  The Company is offering the Shares on a strictly
best efforts  basis for a period of 90 days by its officers  and  directors  who
will serve in this capacity without compensation.  However, the Company reserves
the right to utilize the services of participating NASD member broker-dealers or
registered  representatives (the "Selling Agents").  In the event Selling Agents
are utilized, the Company will pay sales commissions to the Selling Agents up to
a maximum of 10% of the gross  Offering  proceeds sold by such Selling Agents as
well as certain other potential fees and expenses. All proceeds from the sale of
the  Shares  will  be  deposited  into  the  Company's   operating  account  and
immediately  utilized for the  purposes set forth above in the Offering  Summary
under the caption "Use of Proceeds". There are no escrow provisions and there is
no minimum number of Shares that must be sold.

     Certificates  representing the Shares shall be registered in the name(s) of
the  beneficial  owner(s) as they appear on the last page of this  Agreement and
thereafter mailed to the address appearing thereon as soon as possible following
the  date  the  Subscriber's  funds  clear  collection.  The  execution  of this
Agreement  is a  condition  precedent  to a valid  subscription  to the  Shares.
Execution of this  Agreement  shall  constitute  an offer by the  Subscriber  to
subscribe  to the Shares in the amount and on the terms  specified  herein.  The
Company  reserves the right,  in its sole  discretion,  to reject in whole or in
part, any subscription offer. If the Subscriber's offer is accepted, the Company
will execute a copy of this  Agreement and return it to  Subscriber.  As soon as
practicable  after its execution of this  Agreement,  the Company will cause its
transfer  agent to originally  issue and deliver to the Subscriber a certificate
representing the number of Shares purchased.

     3.  Subscription  Payment.  Subscription  to  the  Shares  requires  a cash
investment of $.01 per Share. The subscription  price will be payable in cash in
full within 90 days from the date of subscription.

     4.  Description  of the  Company's  Business.  Since  January 1, 2002,  and
principally as a result of the discontinuing of its live entertainment business,
the Company has not had any revenue from  operations.  During this  period,  the
Company  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 Company to be a development stage
company, it is possible that the Company 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.

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

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

     5. Risk Factors Associated With an Investment in the Shares.

An  investment  in the  Shares  involves  a high  degree  of risk and  should be
considered  only by  Subscribers  who can and should be  prepared to sustain the
loss of their entire investment.  Accordingly,  the Subscriber hereby represents
that the  Subscriber has read the following risk factors prior to the signing of
this Agreement.  In addition,  the Subscriber  acknowledges that  simultaneously
with the delivery of this Agreement, the Company has afforded the Subscriber the
opportunity  to ask  questions  of and receive  answers from  management  of the
Company concerning the risk factors disclosed below.

     A. Financial Statement Risk. The only financial  information being supplied
to Subscribers is the audited financial statements of the Company for the fiscal
year ended December 31, 2001, together with the unaudited  financial  statements
of the Company for the nine months ended September 30, 2002. As at September 30,
2002,  the Company had no assets,  no  liabilities  and no retained  earnings or
stockholders' equity.

     B. Limited Capital.  Prior to the date of this Offering, the Company had no
working  capital and will be dependent  upon the net proceeds from this Offering
in  order to  continue  in  business  pending  the  consummation  of a  business
combination with a profitable  privately owned company.  Currently,  the Company
has no existing credit facilities or similar bank borrowing arrangements.

     C. No Income from Operations. The Company is a "shell" corporation that has
not had any  income  from  operations  for at least  one year.  No  income  from
operations will be generated solely as a result of this Offering.


     D. No  Assurance  of a Business  Combination.  There can be  absolutely  no
assurance whatsoever that the Company will successfully negotiate and close upon
a business combination with a profitable privately owned company or any company.
Furthermore, and even if the Company is successful in such an endeavor, the same
may not close within the 24 months following the Subscriber's  investment in the
Shares.  The  failure  to  consummate  such a business  combination  will have a
material adverse effect upon the Company's  ultimate  viability,  and may render
the Shares worthless.

     E. No Cash  dividends  on Common  Stock.  The  Company  has  never  paid or
declared any  dividends on its common  stock and does not  anticipate  paying or
declaring any cash dividends on its common stock in the foreseeable future.

     F.  Possible  Resales Under Rule 144.  Approximately  15% of the issued and
outstanding   shares  of  the  Company's  common  stock  are  free  trading  and
unrestricted and eligible to trade in the over-the-counter market. The remaining
85% of the issued and  outstanding  shares  have not been  registered  under the
Securities  Act and are thereby  ineligible for public sale by means of ordinary
brokerage  transactions  in the open market  pursuant  to Rule 144,  promulgated
under the  Securities  Act.  However,  and subject to the  passage of time,  all
2,000,011  of such  shares may become  eligible  for public sale under Rule 144,
subject to certain limitations. In general, under Rule 144, a person (or persons
whose shares are  aggregated)  who has satisfied a one-year  holding period may,
under  certain  circumstances,  sell within any  three-month  period a number of
securities  which  does not exceed  the  greater  of 1% of the then  outstanding
shares of the Company's common stock or the average weekly trading volume of the
class during the four calendar weeks prior to such sale.  Rule 144 also permits,
under certain circumstances,  the sale of securities, without any limitation, by
a person who is not an affiliate of the Company and who has satisfied a two-year
holding period.  Any substantial  sale of the Company's common stock pursuant to
Rule 144 may have an adverse effect on the market price of the Shares.

     G. Limitation on Directors' Liabilities under Delaware Law. Pursuant to the
Company's  Certificate of Incorporation and under Delaware law, directors of the
Company are not liable to the Company or its  stockholders  for monetary damages
for breach of fiduciary  duty,  except for liability in connection with a breach
of duty of loyalty,  for acts or  omissions  not in good faith or which  involve
intentional  misconduct or a knowing  violation of law, for dividend payments or
stock  repurchases  illegal  under  Delaware law or any  transaction  in which a
director has derived an improper personal benefit.

     H. No Underwriter/Best  Efforts.  There is no underwriter for this Offering
and the Shares are being  offered on a  strictly  "best  efforts"  basis with no
escrow provisions or protection.  Accordingly,  there can be no assurances as to
the  number of Shares  that may be sold or the  amount  of  capital  that may be
raised  pursuant  to this  Memorandum.  The  failure of the Company to raise the
entire $1,000 sought to be raised  hereunder may have a material  adverse effect
upon the Company's continued viability, and could render the Shares worthless.


     I. Risks of Low Priced Stocks.  Should an active interdealer market for the
Company's  securities  develop after the conclusion of this  Offering,  of which
there can be no  assurance,  the  Company  may be subject  to the "penny  stock"
rules. The United States Securities and Exchange  Commission (the  "Commission")
has adopted  regulations  which define a "penny stock" to be any equity security
that has a market price (as therein  defined) of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any transaction  involving a penny stock,  unless exempt,  the rules require the
delivery, prior to any transaction involving a penny stock by a retail customer,
of a disclosure  schedule prepared by the Commission relating to the penny stock
market and its risks.  Disclosure is also required to be made about  commissions
payable  to both  the  broker/dealers  and the  registered  representatives  and
current quotations for the securities.  Finally, monthly statements are required
to be sent disclosing  recent price  information for the penny stock held in the
account and information on the limited market in penny stocks.  If the Company's
securities  were  subject  to the  existing  rules on penny  stocks,  the market
liquidity  for the Shares  could be adversely  affected.  Even if the Company is
successful in completing this Offering,  and an active interdealer market should
develop  in  the  Company's  common  stock,  of  which  there  is  no  assurance
whatsoever,  the  Company's  securities  will not be exempt from the penny stock
restrictions.

     J.  Arbitrary  Offering Price There is only a limited public market for the
Company's securities. Accordingly, the offering price of the Shares, which bears
little relationship to any recognized  investment criteria,  has been determined
by the  Company's  Board of  Directors  as a  result  of  negotiations  with the
purchasers.

     K.  Limitation  of Liability of Directors to  Shareholders  The Company has
included in its By-Laws a provision to indemnify  its directors and officers and
advance litigation  expenses to the fullest extent permitted or required by law,
including  circumstances in which  indemnification  is otherwise  discretionary.
Such indemnification may be available for liabilities arising in connection with
this offering.  Insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to such indemnification provisions, the Company has been
advised that, in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore,  unenforceable. In its Certificate of Incorporation,  the Company
has adopted a provision  that limits the  personal  liability  of a director for
breach of the  director's  fiduciary  duty,  except under certain  circumstances
involving  any breach of the  director's  duty of loyalty to the  Company or its
shareholders,  acts  or  omissions  not  made  in good  faith  or  that  involve
intentional  misconduct  or a knowing  violation of law, any unlawful acts under
the law, or any transaction from which a director  derives an improper  personal
benefit.

     L. Right to Reject  Subscriptions.  The Shares are  offered  subject to the
right of the  Company  to  reject  subscriptions  in  whole  or in part.  Unless
applicable  state  law  dictates  otherwise,   subscribers  will  not  have  any
opportunity  to obtain a refund of monies for Shares  purchased in this Offering
once the Company accepts their subscription.

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

     N. Speculative Nature of the Company's Proposed Operations.  The success of
the Company's  proposed  plan of operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established operating histories, there can be no assurance that the Company will
be able to  identify a  candidate  satisfying  such  criteria.  In the event the
Company  completes a business  combination,  of which there can be no assurance,
the success of the Company's operations will be dependent upon management of the
target  company and numerous  other  factors  beyond the Company's  control.  O.
Scarcity of and Competition for Business  Opportunities  and  Combinations.  The
Company is and will continue to be an insignificant  participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and  well-financed  entities,  including  venture capital firms, are
active  in  mergers  and  acquisitions  of  companies  which  may be  merger  or
acquisition  target  candidates  for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete  with  numerous  other  small  public  companies  in  seeking  merger or
acquisition candidates.

     P. No Agreement for Business Combination or Other Transaction--No Standards
for Business Combination.  The Company has no current arrangement,  agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific  business  entity.  There can be no assurance  that the Company will be
successful in identifying and evaluating  suitable business  opportunities or in
concluding a business combination.  Management has not identified any particular
industry or specific  business within an industry for evaluation by the Company.
There can be no assurance  that the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established a
specific length of operating  history or a specified level of earnings,  assets,
net worth or other criteria  which it will require a target company  opportunity
to have  achieved,  or without  which the Company  would not consider a business
combination with such business entity. Accordingly, the Company may enter into a
business  combination  with a  business  entity  having  losses,  limited  or no
potential  for earnings,  limited  assets,  no  significant  operating  history,
negative net worth or other negative characteristics.

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

     R. Conflicts of Interest-General.  The Company's two directors  participate
in other business ventures which may compete directly with the Company. Although
none are anticipated, conflicts of interest and non-arms length transactions may
also arise in the future.  Management  does not anticipate that the Company will
seek a merger  with,  or  acquisition  of,  any  entity in which  any  member of
management serves as an officer,  director or partner, or in which they or their
family members own or hold any ownership interest.

     S. Reporting Requirements May Delay or Preclude Acquisition.  Section 13 of
the  Exchange  Act  requires   companies  subject  thereto  to  provide  certain
information  about  significant   acquisitions   including  certified  financial
statements for the company 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 Company.  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.

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

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

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

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

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

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

     Z.  Requirement of Audited  Financial  Statements  May Disqualify  Business
Opportunities.  Management  of the  Company  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 Company  rather than incur the burdens  associated  with  preparing  audited
financial  statements.  In such case,  the Company 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.

     6. The  Representations  and Warranties of the Company.  The Company hereby
represents and warrants to the Subscriber as follows:

     A. The Company is a corporation  duly formed,  validly existing and in good
standing  under the laws of the State of Delaware  with full power and authority
to conduct its business;

     B. The Company has the corporate power to execute, deliver and perform this
Agreement  in the time and  manner  contemplated,  and has taken  all  requisite
corporate  action  to sell,  originally  issue  and  deliver  the  Shares to the
Subscriber; and

     C. The Shares, upon original issuance and delivery to the Subscriber,  will
be duly and  validly  issued,  fully paid and  non-assessable  with no  personal
liability attaching to the ownership thereof.

         7. Subscriber's Representations, Warranties and Covenants. The
Subscriber hereby represents and warrants to and covenants with the Company as
follows:

     A. If the Subscriber is a natural person,  the Subscriber:  (i) is over the
age of 21; (ii) has adequate  means of providing  for the  Subscriber's  current
needs and possible  contingencies,  and the Subscriber has no need for liquidity
of the Subscriber's  investment in the Company; (iii) can bear the economic risk
of losing  the  Subscriber's  entire  investment  in the  Shares;  (iv) has such
knowledge and  experience in business and financial  matters that the Subscriber
is capable  of  evaluating  the  relative  risks and merits of the  Subscriber's
investment  in the  Shares;  (v) has  reviewed  the  definition  of  "Accredited
Investor"  under the  Securities  Act as set forth on Exhibit "D" annexed hereto
and  incorporated  herein by  reference  and affirms that the  Subscriber  is an
"Accredited  Investor";  (vi)  has  not  relied  upon  any  oral  statements  or
representations  by the Company or its  principals;  and (vii)  understands  the
undercapitalized  and speculative nature of the Company's proposed business,  as
well as the  uncertainty  attendant  upon  the  Company's  status  as a  "shell"
corporation;

     B.  If  the  Subscriber  is  a  corporation,   partnership,  trust  or  any
unincorporated association: (i) the person executing this Agreement does so with
full right,  power and authority to make this investment;  (ii) that such entity
was not formed for the specific  purpose of making an investment in the Company;
and (iii) that all further  representations  and warranties made herein are true
and  correct  with  respect  to  such   corporation,   partnership,   trust  and
unincorporated association;

     C. The  Subscriber  has had an  opportunity to ask questions of and receive
answers from the Company or a person or persons acting on its behalf, concerning
the terms and  conditions  of this  investment  and the content of the  exhibits
annexed hereto;

     D. The  Subscriber's  compliance  with the  terms  and  conditions  of this
Agreement will not conflict with any  instrument or agreement  pertaining to the
Shares or the transactions contemplated herein; and will not conflict in, result
in a breach  of, or  constitute  a default  under  any  instrument  to which the
Subscriber is a party or the Shares are the subject;

     E. The Subscriber will seek the  Subscriber's own legal, tax and investment
advice  concerning tax  implications  attendant upon the purchase of the Shares,
and understands and accepts that the Company is relying upon this representation
insofar as disclosure of legal, tax and investment matters is concerned;

     F. The  Subscriber  acknowledges,  accepts and  understands  that:  (i) the
Shares  will be  "restricted  securities"  as that  term is  defined  under  the
Securities Act ; (ii) the Subscriber will be acquiring the Shares solely for the
Subscriber's own account, for investment purposes and without a view towards the
resale or distribution thereof; (iii) the Subscriber will hold the Shares for at
least the applicable  one year holding  period  proscribed by Rule 144 under the
Securities  Act ; and (iv) any sale of the Shares will be  accomplished  only in
accordance  with the  Securities  Act or the  rules and  regulations  of the SEC
adopted  thereunder.   In  addition,  the  Subscriber  hereby  consents  to  the
imprinting  of a  standard  form  of  restrictive  legend  on  all  certificates
representing  the Shares as well as the  imposition  of a standard  form of stop
transfer  order  against  the Shares on the books and  records of the  Company's
transfer agent;

     G. The Subscriber  understands that except as set forth herein, the Company
is under no  obligation  to register the Shares under the  Securities  Act or to
comply  with  the  requirements  for any  exemption  which  might  otherwise  be
available,  or to supply the Subscriber with any information necessary to enable
the  Subscriber  to make routine sales of the Shares under Rule 144 or any other
rule of the Rules and  Regulations of the SEC adopted under the Securities  Act;
and

     The foregoing  representations  and  warranties are true and accurate as of
the date hereof and shall be true and accurate as of the date of delivery of the
subscription to the Company and shall survive such delivery. If, in any respect,
such  representations  and  warranties  shall  not be  true  and  accurate,  the
Subscriber  shall give written  notice of such fact to the  Company,  specifying
which  representations  and warranties are not true and accurate and the reasons
therefore.

     8.  Responsibility.  the Company or its officers and directors shall not be
liable, responsible or accountable in damages or otherwise to Subscriber for any
act or  omission  performed  or  omitted  by them in good  faith and in a manner
reasonably  believed by them to be within the scope of the authority  granted to
them by this  Agreement and in the best  interests of the Company  provided they
were not guilty of gross negligence,  willful or wanton  misconduct,  fraud, bad
faith or any  other  breach  of  fiduciary  duty  with  respect  to such acts or
omissions.

     9. Miscellaneous.

     A. This  Agreement  shall be deemed to have been made and  delivered in and
governed by and  interpreted  under and  construed in all respects in accordance
with the laws of the State of New York, irrespective of the place of domicile or
resident  of  either  party.  In the  event of  controversy  arising  out of the
interpretation,  construction,  performance  or  breach of this  Agreement,  the
parties  hereby  agree and consent to the  jurisdiction  and venue of the United
States  District Court for the Southern  District of New York, and further agree
and consent that  personal  service of process in any such action or  proceeding
outside  of the  City of New  York,  State of New York  shall be  tantamount  to
service  in person  within  the City of New York,  State of New York,  and shall
confer personal jurisdiction and venue upon the said court.

     B. The Company and the  Subscriber  hereby  covenant that this Agreement is
intended to and does  contain and embody  herein all of the  understandings  and
Agreements, both written or oral, of the Company and the Subscriber with respect
to the subject matter of this Agreement, and that there exists no oral agreement
or understanding,  express or implied liability, whereby the absolute, final and
unconditional  character  and  nature  of  this  Agreement  shall  be in any way
invalidated,  empowered or affected.  There are no representations or warranties
other than those set forth herein;

     C. The headings of this  Agreement are for  convenient  reference  only and
they shall not limit or  otherwise  affect the  interpretation  or effect of any
terms or provisions hereof;

     D. This Agreement  shall not be changed or terminated  orally except as set
forth herein. All of the terms and provisions of this Agreement shall be binding
upon  and  inure  to the  benefit  of  and be  enforceable  by and  against  the
successors and assigns of the Company and the heirs,  executors,  administrators
and assigns of the Subscriber; and

     E. A  modification  or waiver of any of the  provisions  of this  Agreement
shall be effective  only if made in writing and executed with the same formality
as this Agreement. The failure of either the Company or the Subscriber to insist
upon strict  performance of any of the provisions of this Agreement shall not be
construed as a waiver of any subsequent  default of the same or similar  nature,
or of any other nature or kind.

10. Subscription Application for Individuals.  The undersigned Subscriber hereby
offers to purchase  and  subscribe  to ___ Shares this ___ day of January  2003.
Full  payment  of $___ or $.01 for each  Share has  previously  been sent to the
Company, the receipt of which is hereby acknowledged by the Company.


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

                                           AGREED TO AND ACCEPTED:

                                          Momentum Holdings Corporation


                                         BY:________________________________
                                            Anthony R. Russo, President






                                   EXHIBIT "D"

                            Form of Investment Letter

January   , 2003

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

Gentlemen:

In  connection  with the purchase by and delivery to the  undersigned  as of the
date first above written of 20,000  authorized but unissued shares of the Common
Stock, $.001 par value per share ("Shares"), of Momentum Holdings Corporation, a
publicly owned Delaware corporation (the "Company"), the undersigned for itself,
and its successors and assigns, hereby represents,  warrants and agrees with the
Company as follows with respect to the Shares:

     1. The undersigned will be acquiring the Shares for investment and not with
a view to the  distribution  thereof  and is  familiar  with the meaning of such
representation  and covenants and understands the restrictions which are imposed
thereby. More specifically,  but without limitation, the undersigned understands
that in the view of the  Securities  and Exchange  Commission,  one who acquires
securities for investment is not exempt from the  registration  requirements  of
the Securities  Act, if one merely  acquires such securities for resale upon the
occurrence or  non-occurrence of some  predetermined  event or for holding for a
fixed or determinable period in the future;

     2.  The   undersigned   will  be  acquiring   the  Shares  solely  for  the
undersigned's  own  account  and no other  person  or entity  has any  direct or
indirect beneficial ownership or interest therein;

     3. The Undersigned has a net worth  substantially  in excess of the cost of
the Shares to the  undersigned  and in the event the  undersigned  shall incur a
loss in the Shares, it would not materially  affect the undersigned's  financial
condition;

     4.  The   undersigned   has  been   advised   that  in   reliance   on  the
representations,  warranties and agreements herein made by the undersigned,  the
transfer and delivery of the Shares to the  undersigned  will not be  registered
under the Securities Act on the ground that the issuance  thereof is exempt from
registration  by virtue of Rule 506 of  regulation  D under the  Securities  Act
and/or Sections 4(2) thereof;

     5. The  undersigned  has such  knowledge  and  experience  in financial and
business matters that the undersigned is capable of evaluating and understanding
the merits and risks attendant upon the investment in the Company represented by
the acquisition of the Shares;

     6. The undersigned's  investment in the Company represented by the purchase
of the  Shares  came  about as a result of  direct  communications  between  the
Company  and the  undersigned,  and did not  result  from  any  form of  general
advertising or general solicitation including but not limited to, advertisements
or other communications in newspapers,  magazines, or other media; broadcasts on
radio or television, seminars or promotional meetings or any letter, circular or
other written communication; and

     7. Any sale of the Shares will be made in  accordance  with the  Securities
Act  and  the  terms  and  condition  of  Section  9 of an  Accredited  Investor
Subscription  Agreement of even date herewith  between the  undersigned  and the
Company to which this investment letter is attached as an exhibit.





                                   EXHIBIT "E"

                                   DEFINITION
                                       Of
                               ACCREDITED INVESTOR


Rule 501(a) of Regulation D under the Act of 1933,  as amended (the  "Securities
Act ") defines an  "Accredited  Investor"  as any person who comes within any of
the following categories, or who the issuer reasonably believes comes within any
of the following  categories,  at the time of the sale of the securities to that
person:

     (i) Any bank or savings and loan association as defined in Sections 3(a)(2)
and  3(a)(5)(A),  respectively,  of the  Securities  Act  acting  either  in its
individual or fiduciary capacity;

     (ii) Any broker dealer registered  pursuant to Section 15 of the Securities
Exchange Act ;

     (iii) Any insurance  company as defined in Section 2(13) of the  Securities
Act ;

     (iv) Any investment  company registered under the Investment Company Act of
1940 or a business  development  company as defined in Section  2(a)(48) of that
Act;

     (v) Any  Small  Business  Investment  Company  licensed  by the U.S.  Small
Business  Administration  under  Section  301(c)  or (d) of the  Small  Business
Investment Act of 1958;

     (vi)  Any  employee  benefit  plan  within  the  meaning  of Title I of the
Employee Retirement Income Security Act of 1974 and): ---

          (a) The investment decision is made by a plan fiduciary, as defined in
          Section  3(21) of such Act,  which is either a bank,  savings and loan
          association, insurance company, or registered investment adviser; or

          (b)  The  employee   benefit  plan  has  total  assets  in  excess  of
          $5,000,000; or

          (c) The plan is a self-directed  plan with  investment  decisions made
          solely by persons who are "Accredited  Investors" as defined under the
          Securities Act .

(vii) Any private business  development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940;

(viii) Any entity that has total assets in excess of $5,000,000,  was not formed
for the specific  purpose of acquiring  shares of the Company and is one or more
of the following:

          (a) an  organization  described  in Section  501(c)(3) of the Internal
          Revenue Code; or

          (b) a corporation; or

          (c) a Massachusetts or similar business trust; or

          (d) a partnership.

(ix) Any trust with total assets exceeding $5,000,000,  which was not formed for
the specific  purpose of acquiring  shares of the Company and whose  purchase is
directed by a person who has such  knowledge  and  experience  in financial  and
business  matters that he is capable of  evaluating  the merits and risks of the
investment in the shares;

(x) Any natural person who, together with the person's spouse,  have a net worth
of at least  $1,000,000 or the person,  individually,  has had net income of not
less than $200,000 during the last two years,  and reasonably  anticipates  that
the person will have an income of at least $200,000  during the present year and
the next year.