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

                                  Form 10Q-SB/A

(Mark One)

...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                                (IRS
incorporation)                                     mployer 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 ]


<PAGE>


                                TABLE OF CONTENTS

The Registrant  hereby files this Amendment No.1 to its Quarterly on Form 10-QSB
for the three  months ended March 31, 2003,  (the  "Quarterly  Report") to amend
Part I of the Quarterly  Report to include Item 3. Controls and Procedures.  The
foregoing Item 3 was inadvertently not attached to the Quarterly Report filed on
April 30, 2003. No other changes have been made to the  Quarterly  Report.  This
amendment does not reflect any events  occurring  after April 30, 2003, the date
the Registrant filed the Quarterly Report.


                         PART I - FINANCIAL INFORMATION

ITEM 3.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

(b) Changes in Internal Controls

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

                                   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

May 1, 2003






                                 CERTIFICATIONS

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

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

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included in this amended quarterly  report,  fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the registrant as of, and for, the periods  presented in this
     amended quarterly 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 amended  quarterly
     report  is  being  prepared;   b)  evaluated  the   effectiveness   of  the
     Registrant's disclosure controls and procedures as of a date within 90 days
     prior to the filing date of this amended  quarterly report (the "Evaluation
     Date");  and c) presented in this amended  quarterly 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 amended quarterly report whether or not there were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

Date:   May 1, 2003

/s/  Anthony R. Russo
Chief Executive Officer


                                 CERTIFICATIONS

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

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

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included in this amended quarterly  report,  fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the Registrant as of, and for, the periods  presented in this
     amended quarterly 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 amended  quarterly
     report  is  being  prepared;   b)  evaluated  the   effectiveness   of  the
     Registrant's disclosure controls and procedures as of a date within 90 days
     prior to the filing date of this amended  quarterly report (the "Evaluation
     Date");  and c) presented in this amended  quarterly 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 amended quarterly report whether or not there were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

Date:   May 1, 2003

/s/  Anthony R. Russo
Chief Financial Officer