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

                                   Form 10Q-SB

(Mark One)

  [X]     Quarterly report under section 13 or 15(d) of the Securities  Exchange
          Act of 1934 for the quarterly period ended June 30, 2002.

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


                           Commission File No: 0-23873


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

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

             477 Madison Avenue, 14th Floor, New York, NY 10022-5802
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (212) 751-1414


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 [X] 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, 2,000,000 shares at July 31, 2002.

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


<PAGE>

                          MOMENTUM HOLDINGS CORPORATION

                   Form 10-QSB - Quarter Ended June 30, 2002

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                     Page

<S>                                                                                                   <C>
PART I      FINANCIAL INFORMATION......................................................................2

Item 1.         Financial Statements...................................................................2
                Condensed Consolidated Balance Sheets at June 30, 2002 and
                   December 31, 2001...................................................................3
                Condensed Consolidated Statements of Operations for the Six Months and
                   Three Months Ended June 30, 2002 and June 30, 2001..................................4
                Condensed Consolidated Statements of Stockholders' Equity (Deficiency)
                   for the Six Months Ended June 30, 2002 and June 30, 2001............................5
                Condensed Consolidated Statements of Cash Flows for the Six Months Ended
                   June 30, 2002 and June 30, 2001.....................................................6
                Notes to Condensed Consolidated Financial Statements...................................8
Item 2.         Management's Discussion and Analysis...................................................9

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

Item 2.         Changes in Securities.................................................................10
Item 6.         Exhibits and Reports on Form 8-K......................................................11

            CERTIFICATION AND SIGNATURE PAGE..........................................................12

            EXHIBITS..................................................................................13


</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         The unaudited condensed consolidated financial statements of registrant
as of June 30, 2002 and for the six months and three months ended June 30, 2002
and June 30, 2001 follow. The condensed consolidated financial statements
reflect all adjustments that are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented.



                                                                               2

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                    June 30,
                                                      2002                         December 31,
                                                   (UNAUDITED)                         2001
                                                   -----------                     -------------
<S>                                                <C>                             <C>
ASSETS
Current assets:

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

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

STOCKHOLDERS' EQUITY

Stockholders' equity:
     Preferred stock                                       $     -                          $     -
     Common stock                                            2,000                              180
     Additional paid-in capital                          4,232,563                        4,161,504
     Retained earnings                                  (4,234,443)                      (4,161,643)
                                                       -----------                      -----------

              Total stockholders' equity           $           120                  $             41
                                                   ===============                 ================
</TABLE>

      See accompanying Notes to Condensed Consolidated Financial Statements


                                                                               3

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED


<TABLE>
<CAPTION>

                                                      Six Months Ended                   Three Months Ended
                                                          JUNE 30,                             JUNE 30,
                                                   ---------------------                ----------------------
                                                   2002             2001                2002                2001
                                                   ----             ----                ----                ----
<S>                                             <C>           <C>                <C>                 <C>
Revenue:
    Box office income                           $    --       $   4,962,025      $        --         $    3,081,211
    Royalties and other income                       --              63,927               --                 29,045
                                                ----------    -------------      -------------       --------------
                     Total revenue                   --           5,025,952               --              3,110,256
                                                ----------    -------------      -------------       --------------

Costs of revenue:
    Theatre production expenses                      --           5,827,188               --              3,432,549
    Development costs                                --              12,028               --                  6,100
    Amortization of production costs                 --           6,110,973               --                466,913
                                                ----------    -------------      -------------       --------------
                 Total cost of revenue               --          11,950,189               --              3,905,562
                                                ----------    -------------      -------------       --------------

Gross loss                                           --          (6,924,237)              --               (795,306)
General and administrative expenses                72,600           863,645             57,759              322,964
                                                ----------    -------------      -------------       --------------

Operating loss before minority interest           (72,600)       (7,787,882)           (57,759)          (1,118,270)

Minority interest                                    --           4,207,857               --                703,362
                                                ----------    -------------      -------------       --------------
Loss before taxes

Income tax expense:                               (72,600)       (3,580,025)           (57,759)            (414,908)
                                                ----------    -------------      -------------       --------------
    Current                                           200             1,424                100                  654
    Deferred                                         --             175,000               --                  --
                                                ----------    -------------      -------------       --------------
                                                      200           176,424                100                  654
                                                ----------    -------------      -------------       --------------

Net loss                                        $ (72,800)    $  (3,756,449)           (57,859)      $     (415,562)
                                                ==========    =============      =============       ==============


Loss per share - basic and diluted              $   (0.11)    $      (25.06)     $       (0.05)      $       (2.38)
                                                ==========    =============      =============       ==============

Weighted average shares outstanding -
    basic and diluted                             648,180           149,902          1,111,220             174,545
                                                ==========    =============      =============       ==============


</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                                                               4

<PAGE>

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

<TABLE>
<CAPTION>



                                                     Preferred stock,
                                                     $0.01 par value                       Common stock
                                               ----------------------------         ---------------------------
                                               Shares               Amount          Shares              Amount
                                               ------               ------          ------              ------
<S>                                         <C>                    <C>             <C>                 <C>
Balance, January 1, 2001                            -              $     -         11,704,500          $11,704
Effect of 1:100 Reverse Split of
Common Stock                                        -                    -        (11,587,455)         (11,587)
                                            ---------              --------          -----------      --------

January 1, 2001, restated                           -                    -            117,045              117
Issuance of shares in
cancellation of debt -
      Third parties                                 -                    -             20,000               20
      Related parties                               -                    -             37,500               37

Sale of preferred shares                      350,000                3,500                  -                -
Minority interest -
   Change in capital, net                           -                    -                  -                -
   Share of period results                          -                    -                  -                -

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

Balance, June 30, 2001, Restated              350,000              $ 3,500            174,545          $   174
                                            =========           ==========         ===========         ========


Balance, January 1, 2002                            -           $        -         18,000,000          $18,000
Effect of 1:100 Reverse
Split of Common Stock                               -                    -        (17,820,000)         (17,820)
                                            ---------           ----------        ------------      -----------
January 1, 2002, restated                           -                    -            180,000              180

Issuance of common shares for - cash                -                    -              1,975                2
                                services            -                    -          1,818,025            1,818

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

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

<CAPTION>

                                                                                                                      Total
                                                      Additional           Retained                               stockholders'
                                                       paid-in             earnings             Minority              equity
                                                       Capital             (Deficit)            Interest           (Deficiency)
                                                      ----------          ---------             ---------           ------------
<S>                                                 <C>                 <C>                 <C>                   <C>
Balance, January 1, 2001                            $    687,495        $   (583,462)       $   1,046,828         $    1,162,565
Effect of 1:100 Reverse Split of
Common Stock                                              11,587                   -                    -                      -
                                                    ------------        ------------        -------------         --------------
January 1, 2001, restated                                699,082            (583,462)           1,046,828              1,162,565
Issuance of shares in
cancellation of debt -
      Third parties                                       79,980                    -                   -                 80,000
      Related parties                                    149,963                    -                   -                150,000

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

Minority interest -
   Change in capital, net                                      -                    -           3,254,493              3,254,493
   Share of period results                                     -                    -          (4,207,857)            (4,207,857)
Net loss                                                       -          (3,756,449)                   -             (3,756,449)
                                                    ------------        ------------        -------------         ---------------

Balance, June 30, 2001, Restated                    $    929,025        $ (4,339,911)       $     302,333         $   (3,002,249)
                                                    ============        ============        =============         ==============


Balance, January 1, 2002                            $  4,143,684        $ (4,161,643)       $           -         $           41
Effect of 1:100 Reverse
Split of Common Stock                                     17,820                   -                    -                      -
                                                    ------------        ------------        -------------         --------------
January 1, 2002, restated                              4,161,504          (4,161,643)                   -                     41

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

Balance, June 30, 2002                              $  4,232,563        $ (4,234,443)       $           -         $          120
                                                    ============        ============        =============         ==============

</TABLE>



     See accompanying Notes to Condensed Consolidated Financial Statements.

                                                                               5

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED



<TABLE>
<CAPTION>

                                                                                        SIX MONTHS ENDED JUNE 30,
                                                                                 --------------------------------------
                                                                                 2002                              2001
                                                                                 ----                              ----
<S>                                                                          <C>                           <C>
Cash provided (used) by:
    Operating activities:
        Cash received from customers                                         $        -                    $    5,102,453
        Cash paid to suppliers                                                        -                        (5,005,773)
        Income taxes paid                                                             -                            (1,424)
                                                                             -----------                   ---------------
            Net cash provided by (used in) operating activities                       -                             95,256
                                                                             -----------                   ---------------

Investing activities:

    Theatre productions in development                                                 -                       (4,954,169)
                                                                             -----------                   ---------------
            Net cash used by investing activities                                      -                       (4,954,169)
                                                                             -----------                   ---------------


Financing activities:
    Proceeds from issuance of notes payable                                            -                         1,036,000
    Proceeds form issuance of notes payable - related parties                          -                            84,800
    Proceeds from sale of preferred shares                                             -                           314,999
    Proceeds from issuance of common shares for cash                                   -                                 -
    Services received in exchange for common shares                                   79                                 -
    Minority interest                                                                  -                         3,254,493
                                                                             -----------                   ---------------


             Net cash provided by financing activities                                79                         4,690,292
                                                                             -----------                   ---------------

Increase (decrease) in cash, net                                                      79                         (168,621)

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

Cash, end of period                                                          $       120                   $        80,876
                                                                             ===========                   ===============

</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                                                               6



<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                                   (CONCLUDED)



<TABLE>
<CAPTION>
                                                                                             THREE MONTHS ENDED JUNE 30,
                                                                                         ------------------------------------
                                                                                              2002                    2001
                                                                                              -----                   ----
<S>                                                                                      <C>                     <C>
Reconciliation of net loss to net cash provided by (used in)
 operating activities:

Net loss                                                                                 $    (72,800)           $ (3,756,449)
                                                                                         -------------           -------------

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

      Amortization                                                                              72,800              6,110,973
      Minority interest                                                                              -             (4,207,857)
   Deferred income taxes                                                                             -                175,000

      Decreases in assets:
         Accounts receivable                                                                         -                 76,501
         Prepaid expenses                                                                            -                 27,557
         Deposits                                                                                    -                100,882
      Changes in liabilities increase (decrease):

         Accounts payable and accrued expenses                                                       -              1,738,904

Accounts payable and accrued expenses - related party                                                -               (170,255)
                                                                                         -------------           -------------


            Total adjustments                                                                        -              3,851,705
                                                                                         -------------           -------------

Net cash provided by (used in) operating activities                                      $           -           $     95,256
                                                                                         ==============          =============

</TABLE>


SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:

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

During the six months ended June 30,2001, the Registrant issued 57,500 shares of
its Common Stock, $.001 par value, in exchange for the cancellation of
delinquent obligations of $230,000.



     See accompanying Notes to Condensed Consolidated Financial Statements.

                                                                               7


<PAGE>

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

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

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

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

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

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


                                                                               8

<PAGE>


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

5. REDIRECTION OF THE REGISTRANT'S ACTIVITIES: On February 5, 2002, MMM acquired
12,001,465 shares of the Registrant's Common Stock from the Registrant's former
officers, directors, and the Trust. As MMM acquired 66.67% of the issued and
outstanding shares of the Registrant's Common Stock, it may materially influence
and exercise effective control over the Registrant's affairs, including but not
limited to, the election of directors. Accordingly, MMM may be deemed to be a
parent of the Registrant. MMM has been engaged in the business of identifying,
acquiring and financing business operations for more than five years. Although
MMM is actively seeking a new business operation for the Registrant, there can
be no assurance that MMM's plan of redirection can be implemented in a timely
manner, if at all, or that such plan will achieve any material degree of
success.

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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

            When used in this discussion, words such as "believes,"
"anticipates," "expects," "intends," and similar expressions are intended to
identify forward-looking statements, but are not the exclusive means of
identifying forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this Report. The Registrant undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
subsequently arise. Readers are urged to carefully review and consider the
various disclosures made by us in this report and other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Registrant's business.
                                                                               9



<PAGE>

SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001:

REVENUES - Total revenue for the six months ended June 30, 2001 ("SM1") was
$5,025,952 compared to

$ -0- for the six months ended June 30, 2002 ("SM2"). The principal reasons for
this decrease are centered in the continued decline in viability of the
Registrant's former live entertainment business (MPI), which led to the
Registrant's disposition of that operation on December 31, 2001.

COST OF REVENUES AND GROSS LOSS - Cost of revenues was $11,950,189 during SM1
compared to $ -0- for SM2. This reduction is consistent with the declining
viability of the Registrant's former live entertainment operation and its
disposition in December 2001.

EXPENSES AND OPERATING LOSS - General and administrative expenses for SM1 were
$863,645 compared to $72,600 for SM2. This reduction is similarly in line with
the Registrant's strategy of exiting the failing live entertainment business.
Consistent with that strategy, the Registrant has redirected its focus toward
becoming a candidate to acquire or merge with a new business operation.

NET LOSS - During SM1 the Registrant's operating results before taxes was
allocated to the Registrant's minority interest in proportion to their stake in
profits and losses. After such allocation, provision for minimum taxes, net of
any tax benefits that may be applicable, is made at statutory rates. During SM1
the entire tax benefit of $175,000 that had been provided throughout 2000 was
written off as its recovery could no longer be assured. The result is a net loss
of $3,756,449 for SM1 compared to the Registrant's net loss of $72,800 for SM2.
The average number of shares of Common Stock outstanding in each period, after
restatement for the reverse split, yields a loss per share of $25.06 for SM1
versus $0.11 for SM2.

QUARTERS ENDED JUNE 30, 2002 AND 2001:

REVENUES - Total revenue for the second quarter 2001 ("SQ1") was $3,110,256
compared to $ -0- for the second quarter 2002 ("SQ2"). The principal reasons for
this decrease are centered in the continued decline in viability of the
Registrant's former live entertainment business (MPI), which led to the
Registrant's disposition of that operation on December 31, 2001.

COST OF REVENUES AND GROSS LOSS - Cost of revenues was $3,905,562 during SQ1
compared to $ -0- for SQ2. This reduction is consistent with the declining
viability of the Registrant's former live entertainment operation and its
disposition in December 2001.

EXPENSES AND OPERATING LOSS - General and administrative expenses for SQ1 were
$322,964 compared to $57,759 for SQ2. This reduction is similarly in line with
the Registrant's strategy of exiting the failing live entertainment business.
Consistent with that strategy, the Registrant has redirected its focus toward
becoming a candidate to acquire or merge with a new business operation.

NET LOSS - During SM1 the Registrant's operating results before taxes was
allocated to the Registrant's minority interest in proportion to their stake in
profits and losses. After such allocation, provision for minimum taxes (tax
benefits accrued during 2000 were written off in FQ1 as their recovery could no
longer be assured) is made at statutory rates. The result is a net loss of
$415,562 for SQ1 compared to the Registrant's net loss of $57,859 for SQ2. The
average number of shares of Common Stock outstanding in each period, after
restatement for the reverse split, yields a loss per share of $2.38 for SQ1
versus $0.05 for SQ2.

                                                                              10

<PAGE>


Liquidity and Capital Resources

As a result of the failure of MPI's operations to achieve economic viability,
the Registrant deemed it in its best interest to dispose of MPI and its live
theatrical business. On December 31, 2001, the Registrant entered into an Asset
Disposition Agreement with MPI Resolution Trust, an affiliate (the "Trust"),
which provided for the sale of 100% of the outstanding shares of MPI in exchange
for the Trust's assumption of $300,000 of specified liabilities of the
Registrant. As MPI's liabilities exceeded its assets by $2,614,731, the
disposition resulted in an aggregate increase to the Registrant's additional
paid-in capital of $2,914,731.

Additionally, on February 5, 2002, the Trust conveyed its interest in 12,001,465
(66.7%) outstanding shares of the Registrant's Common Stock to MMM. The
conveyance was made in connection with MMM's actively seeking a new operating
business for the Registrant. In April 2002, and in exchange for 1,000,000 shares
of the Registrant's Common Stock valued at $20,000, MMM arranged for its
merchant bank to represent the Registrant in the Registrant's acquisition
search. MMM also converted its advances of $16,400 through June 2002, into
820,000 shares of the Registrant's Common Stock. The cash and merchant banking
services represent virtually all of the administrative expenses of the
Registrant to date. No assurances can be given that MMM's plan to acquire or
merge the Registrant with another business operation will be successful.

                            PART II OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES - During April 2002 MMM arranged for its merchant
bank to represent the Registrant in its search for an operating business in
exchange for 1,000,000 shares of the Registrant's Common Stock valued at $0.04
per share, or $40,000. In addition, during June 2002, MMM converted its advances
to the Registrant since March 2002, of $32,879 into 820,000 shares of the
Registrant's Common Stock. The advances and services funded all of the
Registrant's administrative costs for the six months ended June 30, 2002.

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

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

(b)     Reports: Form 8-K filed June 19, 2002, and Form 8-K filed August 15,
        2002.


                                   SIGNATURES

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

MOMENTUM HOLDINGS CORPORATION
 (Registrant)

Date:  August 19, 2002

/s/ANTHONY R. RUSSO
   ----------------
Anthony R. Russo
Chief Executive Officer

/s/DANNY L. PIXLER
   ---------------
Danny L. Pixler
Chief Financial Officer


<PAGE>

                                    EXHIBIT A

          [LETTERHEAD OF PASCALE RAZZINO ALEXANDERSON & CO., PLLC, CPAS

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders
Momentum Holdings Corporation
477 Madison Avenue - 14th Floor

New York, NY  10022-5802

Gentlemen:

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

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

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

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

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

/s/ PASCALE RAZZINO ALEXANDERSON & Co., PLLC
Certified Public Accountants
North Bellmore, New York
August 15, 2002