U.S. SECURITIES AND EXCHANGE

                                   COMMISSION

                             Washington, D.C. 20549


                                   FORM 10Q-SB
(Mark One)

(x) Quarterly Report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended September 30, 2004.

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

                        Commission File Number: 000-29449

                           CIPHER HOLDING CORPORATION
                               (FORMERLY KNOWN AS)

                          MOMENTUM HOLDINGS CORPORATION

                     (Name of small business in its charter)


          Delaware                                   13-4099008
--------------------------------------------------------------------------------
(State or other Jurisdiction                  (IRS Employer Identification No.)
    of Incorporation)

                   3801 N. Washington St. Oak Brook, IL 60523
           (Address of Principal executive Offices including Zip Code)

                                 (630) 371-5583

                         (Registrant's Telephone Number)

Indicate by check mark whether  Registrant (1) filed all reports  required to be
filed  by  Section  13 or 15 (d) of  the  Securities  Exchange  Act  during  the
preceeding  12  months  (or for such  shorter  period  that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days: Yes [ X ] No [ ]

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

Shares of Common Stock outstanding at November 10, 2004: 18,995,311 shares

Documents incorporated by reference: None

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

                           CIPHER HOLDING CORPORATION
              FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2004

                                      INDEX


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

Item 1.  Restated Financial Statements..........................................
                  Balance Sheets at September 30, 2004 (Unaudited) and
                   December 31, 2003 (Audited)..................................
                  Statements of Operations for the Nine Months ended
                   September 30, 2004 and 2003 and Inception September 13, 2002
                   to September 30, 2004 (Unaudited)
                  Statements of Operations for the Three Months ended
                   September 30, 2004 and 2003 (Unaudited)......................
                  Statements of Cash Flows for the Nine Months Ended
                   September 30, 2004 and 2003 and Inception September 13,
                   2002 to September 30, 2004 (Unaudited).......................
                  Notes to Financial Statements.................................
Item 2.  Management's Discussion and Analysis...................................

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

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

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

            SIGNATURES..........................................................

            EXHIBITS............................................................


                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

The  unaudited  balance sheet of the  Registrant  as of September 30, 2004,  the
balance  sheet is derived from the audited  financial  statemets at December 31,
2003,  and the  unaudited  statements  of  operations  for the nine months ended
September 30, 2004 and 2003 follow. The unaudited  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.

EXPLANATORY NOTE

This Form 10-QSB/A amends and restates the original Form 10-QSB, which was filed
with the Securities and Exchange Commission on , November 15, 2004 including the
restatement of the Company's  financial  statements for the nine ended September
30, 2004 and from  inception on September  13, 2002 to September  30, 2004.  See
Note (2) to the Consolidated  Financial  Statements and Management's  Discussion
and Analysis of Financial Condition and Results of Operations - Restatements.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                  SEPTEMBER 30,   DECEMBER 31,
                                                      2004           2003(1)
                                                  (UNAUDITED)       (AUDITED)
                                                  ------------    -----------
ASSETS

Cash                                              $      625       $     230
                                                     -------         -------
Total Current Assets                                     625             230
                                                     -------         -------
Total Assets                                      $      625       $     230
                                                     =======         =======

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Accounts payable                                  $      899       $   1,455
Notes payable to shareholders'                       225,055         177,825
Notes payable - Other                                130,000         125,000
Interest Payable                                      10,195           4,500
                                                    --------        --------
Total Current Liabilities                            366,149         308,780

Commitments and contingencies
Stockholders' (Deficit):

Preferred Stock, 5,000,000 share
 Authorized, no shares issued and
  Outstanding                                             --             --

Common stock, $0.001 par value;
95,000,000 shares authorized and
18,995,311 and 17,652,811 shares
issued and outstanding, on
September 30, 2004 and December 31, 2003             18,995         17,653
Additional paid-in capital                          320,296        169,747
(Deficit) accumulated during
  the development stage  (Restated, Note 2)        (704,815)      (495,950)
                                                     -------        -------
Total Stockholders' (Deficit)                     ( 365,524)      (308,550)
                                                    -------        -------
Total Liabilities and Stockholders'
  (Deficit)                                      $      625    $       230
                                                    =======       ========

(1) Derived from audited financial statements at December 31, 2003.

The accompanying notes are an integral part of the financial statements.




                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
       FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 AND 2003 AND FOR
      THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO SEPTEMBER 30, 2004
                                   (UNAUDITED)


                                                                    Inception
                                                                   September 13,
                                                                      2002 to
                                   September 30,    September 30,  September 30,
                                        2004             2003          2004
                                   ----------        ------------  -------------

Revenues                          $     1,421        $     --        $   1,421
                                      -------         -------         --------

Operating expenses:
Professional fees                      96,300          80,004          500,796
Marketing, general,
  and administrative                   16,226          47,080          100,400
                                      -------         -------          -------

Total operating expenses              112,526         127,084          601,196
                                      -------         -------          -------

Operating loss                       (111,105)       (127,084)        (599,775)

Other expenses:
Interest expense                       12,994              --         (105,041)
                                      -------         -------         --------
 Total other expenses                  12,994              --         (105,041)
                                      -------         -------         --------

Net income(Loss)(restated, Note 2)   (124,099)       (127,084)        (704,815)

Provision for income taxes:
Tax benefit of loss carryforward           --              --               --
                                       ------         -------         --------

Net income(Loss)                   $ (124,099)      $(127,084)      $ (704,815)
                                      =======         =======         =========
Per share amounts:
Loss per share                        (0.007)          (.01)           (0.04)
                                       =====            ===             ====
Weighted average common
  Shares                           18,995,311      14,849,108       15,416,807
                                    =========      ==========       ==========

The accompanying notes are an integral part of the financial statements.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

                                    September 30,         September 30,
                                        2004                  2003
                                        ----                 -----

Revenues:                         $     1,071              $     --
                                       ------               -------

Operating expenses:
Professional fees                       7,375                10,094
Marketing, general,
  and administrative                    5,630                 1,466
                                       ------               -------

Total operating expenses               13,005                11,560
                                       ------               -------

Operating loss                        (11,934)              (11,560)

Other expenses:
Interest expense                        6,234                    --
                                      -------               -------
 Total other expenses                   6,234                    --
                                      -------               -------

Net income(Loss)                     ( 18,168)              (11,560)

Provision for income taxes:
Tax benefit of loss carryforward           --                    --
                                       ------               -------

Net income(Loss)                   $ ( 18,168)             $(11,560)
                                      =======               =======

Per share amounts:
Loss per share                         (0.002)              (.001)
                                        ====                 =====

Weighted average common
  Shares                            18,995,311            16,452,811
                                    ==========            ==========

The accompanying notes are an integral part of the financial statements.




                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 AND 2003 AND
      THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO SEPTEMBER 30, 2004
                                   (UNAUDITED)

                                                                     Inception
                                                                   September 13,
                                           Nine months ended          2002 to
                                      September 30,  September 30, September 30,
                                           2004          2003          2004
                                         --------     -------     --------------

Cash Flows From Operating Activities:
Net (loss)(restated, Note 2)             $ (124,099)  $(127,084)   $( 704,815)

Adjustments to Reconcile Net (Loss)
  to Net Cash (Used) by Operating
  Activities:
Shares issued for services                       --          --       324,765
Changes in operating current assets and
  liabilities
Interest expense-beneficial effect           84,767          --        84,767
Accounts payable                            (   556)         --           900
Interest payable                              5,695          --        10,196
                                            -------     -------      --------
Net Cash (Used) by Operating
  Activities                                (34,193)   (127,084)     (284,187)


Cash Flows From Financing Activities:
Notes payable shareholders'                  47,229     167,123       225,055
Payment of Momentum shareholders                       (150,000)     (150,000)
Notes payable - other                         5,000                     5,000
Issuance of common stock                     67,126     110,000       204,757
                                             ------     -------       -------
Net Cash Flows Provided by (Used in)
   Financing Activities                      34,588     127,123       284,812
                                            -------     -------       -------

Net increase in cash                            395          40           625

Cash at beginning of period                     230         173            --
                                             ------     -------       -------
Cash at end of period                       $   625    $    213     $     625
                                             ======     =======       =======

The accompanying notes are an integral part of the financial statements.


                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 AND 2003 AND
      THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO SEPTEMBER 30, 2004

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS

2004

In June 2004,  1,342,500 shares were issued in exchange for consulting services,
which amounted to $67,125.

2003

In August 2003,  Cipher  entered a reverse  merger  agreement  with the majority
shareholders of Momentum.  Under the agreement Cipher purchased 1,900,000 shares
of Momentum for $150,000  cash and two notes  payable in the amounts of $60,000,
and $65,000 each,  the notes were repaid in April 2004.  Also,  Momentum  issued
14,052,800  new shares in  exchange  for all issued  and  outstanding  shares of
common stock of Cipher.  The majority  shareholder of Cipher loaned  $150,000 to
Cipher.

At the  time of  acquisition  Momentum  did not  have  any  assets  and the only
liability of Momentum was to Brentwood Capital Corp., a selling shareholder, who
had waived the liability  prior to the  exchange.  Cipher wrote off the acquired
goodwill  of  $250,000  in  Momentum  because  of  uncertain  future  cash  flow
projections from the acquisition.

The accompanying notes are an integral part of the financial statements.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION AND BUSINESS ORGANIZATION

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 us,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission (the "SEC"). 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 we believe 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 our audited financial
statements  and notes  thereto  included  in its Form 10-KSB for the fiscal year
ended December 31, 2003.  Results of operations for the interim  periods are not
indicative of annual results.


Business  Organization

Cipher  Holding  Corporation  ("Cipher",  "the  Company") , a development  stage
company,  was incorporated  under the laws of the State of Illinois on September
13, 2002. We commenced our  operations  upon  incorporation  and has been in the
development stage since then and have had very little revenue.

Cipher is a digital  distribution  solution and marketing  company which secures
and allows access to digital content through  proprietary  encoding,  encryption
and authorization technology.  Cipher's technology and services allow publishers
and  distributors  to  distribute  digital  content  in a secure  format to mass
markets.  Secured  video and  software  content is  distributed  through new and
existing commercial product offerings and distribution channels.

Reverse Merger

On August 19, 2003, Momentum Holdings Corporation (the "Company", Midwest Merger
Management,  LLC, a Kentucky  limited  liability  Company and Brentwood  Capital
Corp.,  a New  York  Corporation  (collectively,  the  "Selling  Shareholders"),
consummated  the terms of a Stock  Purchase  Agreement  (the  "Agreement")  with
Cipher Multimedia,  Inc., a privately-owned,  Illinois  corporation  ("Cipher").
Pursuant  to the  terms of the  Agreement,  Cipher  purchased  an  aggregate  of
1,900,000  shares of the 2,100,011  issued and outstanding  shares of our common
Stock, par value $.001 per share, from the Selling shareholders for the purchase
price of $275,000 of cash and debt. Cipher delivered the sum of $150,000 by wire
transfer and executed promissory notes in the amount of $60,000 due on September
6, 2003 and a second promissory note in the amount of $65,000 due on December 5,
2003. These notes were paid in April 2004.

Also, under the terms of the exchange agreement,  Momentum exchanged  14,052,800
newly-issued shares of common stock for all of the issued and outstanding shares
of common  stock of Cipher,  amounting to 100% of Cipher's  outstanding  capital
stock after the  Exchange,  leaving  16,152,811  shares of the  Company's  stock
issued and outstanding.

As a result of reverse  merger  agreement,  Cipher  acquired  voting  control of
Momentum on August 19, 2003 and became Momentum's majority shareholder.

Also on August 19,  2003,  Anthony R. Russo and Danny L. Pixler  resigned as the
sole  officers and directors of the Company.  Patrick  Rooney was elected as the
Company's  President  and Chairman of the Board of Directors  and Corey Conn was
elected as the Company's Chief Financial Officer, Secretary and Director.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS  ORGANIZATION (Continued)

Going Concern

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business.  The Company has sustained losses since inception
and has  accumulated  losses of $704,815 as of September 30, 2004. The Company's
ability  to  continue  as a going  concern  is  dependent  upon  the  successful
completion of additional  financing  arrangements and its ability to develop and
sell its  services.  Management  plans to raise  equity  capital to finance  the
operating and capital  requirements  of the Company.  While we are expending our
best  efforts  to  achieve  the above  plans,  there is no  assurance  that such
activity will generate  sufficient funds to accomplish its business purpose,  or
that our business plan will be successful.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Nature of Operations

For the  period  ended  September  30,  2004  and  September  30,  2003 and from
inception,  September 13, 2002 to September 30, 2004,  the financial  statements
only include the transactions of Cipher and not that of Momentum Holdings Corp.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original  maturities of
three months or less to be cash equivalents.

Income Taxes: The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement No.
109, the asset and  liability  method is used in  accounting  for income  taxes.
Deferred  taxes are recognized  for temporary  differences  between the bases of
assets and  liabilities  for financial  statement  and income tax purposes.  The
temporary  differences relate primarily to net operating loss  carryforwards.  A
valuation  allowance  is recorded for deferred tax assets when it is more likely
than  not that  some or all of the  deferred  tax  assets  will not be  realized
through future operations.

                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loss Per Share

Loss per share is computed  based on the  weighted  average  number of shares of
common stock outstanding.  All per share data retroactively  reflects the effect
of the reverse acquisition.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

In November 2002, the EITF finalized its consensus on EITF Issue 00-21, "Revenue
Arrangements with Multiple Deliverables, " which provides guidance on the method
of revenue  recognition for sales arrangements that include the delivery of more
than  one  product  or  service.  EITF  00-21  is  effective  prospectively  for
arrangements entered into in fiscal periods beginning after June 15, 2003. Under
EITF 00-21, revenue must be allocated to all deliverables  regardless of whether
an individual  element is incidental or perfunctory.  The adoption of EITF 00-21
did not have a  material  impact  on the  Company's  results  of  operations  or
financial position.  In January 2003, the FASB issued FASB Interpretation No. 46
("FIN 46"),  "Consolidation of Variable Interest Entities." FIN 46 clarifies the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements,"  to certain  entities  in which  equity  investors  do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. FIN 46 applies immediately to
variable  interest  entities  ("VIE's")  created after January 31, 2003,  and to
VIE's in which an enterprise  obtains an interest after that date. On October 9,
2003 the FASB issued FASB Staff  Position No. FIN 46-6  "Effective  Date of FASB
Interpretation  No.46 Consolidation of Variable Interest Entities," which defers
the implementation  date for public entities that hold an interest in a variable
interest entity or potential variable interest entity from the first fiscal year
or interim period  beginning after June 15, 2003 to the end of the first interim
or annual period ending after December 15, 2003.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting  Pronouncements  (Continued) This deferral applies only if 1) the
variable  interest  entity was created before February 1, 2003 and 2) the public
entity has not issued  financial  statements  reporting  that variable  interest
entity in accordance with FIN 46, other than  disclosures  required by paragraph
26 of FIN 46.  The  adoption  of FIN 46 did not have a  material  impact  on the
Company's financial position, liquidity or results of operations.

In May 2003,  the FASB issued  SFAS No.  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  This  Statement  amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under FASB
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities."  SFAS No. 149 is effective for  contracts  entered into or modified
after June 30, 2003,  and for hedging  relationships  designated  after June 30,
2003.  The  adoption  of SFAS No. 149 did not  materially  impact the  Company's
financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity." The statement
requires that an issuer classify financial instruments that are within its scope
as a  liability.  Many of those  instruments  were  classified  as equity  under
previous  guidance.  SFAS No. 150 is  effective  for all  financial  instruments
entered into or modified after May 31, 2003. Otherwise,  it is effective on July
1, 2003 except for mandatory  redeemable  non  controlling  (minority)  interest
which, on October 29, 2003, the FASB decided to defer indefinitely. The adoption
of SFAS No. 150 did not materially  impact the Company's  financial  position or
results of operations

In December  2003,  the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 104,
"Revenue  Recognition,"  which supercedes SAB No. 101,  "Revenue  Recognition in
Financial  Statements." SAB No. 104 rescinds  accounting guidance in SAB No. 101
related to multiple  element  arrangements,  which was previously  superceded by
EITF  00-21 (see  above).  The  adoption  of SAB No. 104 did not have a material
impact on the Company's results of operations or financial position.

Restatement of financial statements

The Company  adopted  recapitalization  accounting  for the  reverse  merger and
restated the financial  statements for eliminated the  recognition and immediate
write off of $275,000 of goodwill. The additional paid in capital was reduced by
$275,000 for the liabilities incurred to acquire Momentum Holding Corporation.

Although the restatement did not change the total stockholders'  equity. The net
loss,  accumulated  deficit, and additional paid in capital were each reduced by
$275,000. The net loss per share before and after restatement are as follows:

                                                     From Inception to
                                                        September 30,
                                                            2004
Net loss per share
       After Restatement                                   $ 0.04
       Before restatement                                    0.06
                                                             ----


                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  NOTES PAYABLE

Notes Payable Other

In  consideration  for the purchase of the shares of  Momentum,  Cipher paid the
sellers  $150,000 and issued two promissory  notes in the amounts of $60,000 and
$65,000.  The $60,000 and $65,000 notes bear 9% interest and are payable  within
30 and 120 days, respectively.  The notes are secured by the personal guarantees
of Mr. Patrick Rooney a principal shareholder and officer of the Company.  These
notes were repaid in April 2004.

A  promissory  note was  signed on April 18,  2004 for the  principal  amount of
$130,000 with John Rooney who is the brother of the principal  shareholder.  The
note is a demand note and it is payable no later than  December  31,  2005.  The
interest  on the note is at the prime rate and shall be payable on the  maturity
date of the note.

Notes Payable Shareholder

1.   Our principal  shareholder  loaned $150,000 to Cipher to provide for a part
     of the  acquisition  cost of Momentum.  The unsecured note is a demand note
     and is payable no later than December 31, 2004. The interest on the note is
     the prime rate.

2.   The principal shareholder has advanced funds to finance our working capital
     requirements.  The  advances are made against a demand note that is payable
     by December 31, 2004. Interest on the amounts advanced is computed at prime
     rate.  The note may be  converted  to  common  stock at a rate of $0.01 per
     share.



                           CIPHER HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For the Nine Months ended September 30, 2004 and 2003

Results of Operations

We have been at a  development  stage since the  inception of our  operations on
September 13, 2002 and have had no substantial revenues to date.

Total operating  expenses for the nine months ended September 30, 2004 and 2003,
and from inception on September 13, 2002, were $112,526,  $127,084 and $601,195,
respectively.  Of the operating  expenses  professional fees were $96,300 (86%),
$80,004  (63%)  and  $500,795  (83%),  respectively.   Marketing,   general  and
administrative  expenses were $16,226 (14%),  $47,080 (37%) and $100,400  (17%),
respectively.  There were no research and  development  costs from  inception to
September 30, 2004.

We restated our financial  statements and  reclassified  the amount of $275,000,
previously  recorded  and written off as goodwill  from the  acquisition  of the
shares of Momentum, as a reduction in the additional paid in capital.

Based on the limited  operating  background  of the company and  uncertainty  of
future cash flows from  operations,  we determined  that the goodwill  resulting
from the acquisition of Momentum Holding Corp. was impaired and we wrote it off.
The write off  contributed  $275,000 or 31% of our total loss of $124,099,  from
inception. The total loss from inception to September 30, 2004 was $704,815.

Financial Condition

The  Company  had no  substantial  revenues  or  operating  cash  inflows  since
inception  of  operations.  The net  cash  used  by  operations  were  $34,193,
$127,084,  and $284,187,  for the nine months ended September 30, 2004 and 2003,
and from  inception  on  September  13,  2002,  respectively.  The Company  also
expended $150,000 for the acquisition of Momentum Holding Corp.

The  principal  source of cash inflows since  inception  were notes payable to a
shareholder,  and  issuance  of common  stock in the  amounts  of  $110,000  and
$204,757, respectively.

On September 30, 2004, we had a net working  capital  deficiency of $365,524 and
total stockholders' deficit of $365,524.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position  or  operating  results.  Future  Plans Our Digital  Rights  Management
technology allows  publishers and distributors to mass distribute,  full-feature
video and/or  software in a secure format.  Secured digital content is delivered
in the form of CD/DVD's,  PC disk drives, and Internet download.  Once received,
the consumer has the ability to view a trailer of the video or demo the software
before the decision to purchase and unlock the full product for immediate use on
PC. The purchase and delivery  transactions are immediate and facilitated though
our transaction  processing service. Our technology protects publisher's content
from copyright infringement.  This delivery of secure content enables publishers
and  distributors  to  gain  exposure  through  mass  distribution,  create  and
immediately  fulfill  demand for  digital  product.  We develop  unique and cost
effective distribution  campaigns for software and video content publishers.  We
enable publisher's exposure and delivery to the end consumer on a massive scale.
Utilizing our technology and services,  publishers  produce multimedia CD's that
introduce,  promote and sell digital content for immediate use on customer's PC.
Publishers  can also offer an  additional  up sell  opportunity  to customers by
offering an additional feature on the unused portion of their own DVD's that can
be purchased and immediately  used by the consumer on their PC. Our distribution
solution  focus is the  development  of  campaigns  that assist our clients with
greater  reach  and  increased  sales of  products.  Our  services  benefit  the
following;  major and independent  film studios,  software  publishers,  monthly
magazine and catalog  companies,  retail stores,  Internet  retailers,  computer
manufacturers,  Internet Service  Providers and digital content direct marketing
companies.  These companies represent substantial distribution  opportunities of
CD's, DVD's, PC hard drives and Internet downloads per year.

Forward Looking Statements

This report includes "Forward-Looking  Statements" within the meaning of Section
27A of the  Securities  Act and Section 21E of the Exchange Act. Any  statements
that express or involve  discussions with respect to predictions,  expectations,
beliefs,  plans,  projections,  objectives,  assumptions  or  future  events  or
performance (often, but not always,  using words or phrases such as "expects" or
"does not  expect",  "is  expected",  "anticipates"  or "does  not  anticipate",
"plans",  "estimates" or "intends",  or stating that certain actions,  events or
results  "may",  "could",  "would",  "might"  or "will"  be  taken,  occur or be
achieved) are not statements of historical  fact and may be considered  "forward
looking  statements".  Such statements are included,  among other places in this
registration  statement,  in the sections entitled "Management's  Discussion and
Analysis or Plan of Operation,"  "Description  of Business" and  "Description of
Property." Forward-looking  statements are based on expectations,  estimates and
projections  at the time the  statements are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially  from those  presently  anticipated.  Although  we  believe  that the
expectations  reflected in such forward-looking  statements are reasonable,  the
Registrant can give no assurance that such  expectations will prove to have been
correct.

For the Three Months Ended September 30, 2004 and 2003

The Company had total  operating  expenses of $13,005 for the three months ended
September 30, 2004 as compared to $11,560 for the same period in 2003.

Professional  fees accounted for $7,375 of operating expense for the nine months
ended September 30, 2004 as compared to $10,094 in the same quarter in 2003.

Our total operating losses were $18,168 in 3Q4 as compared to $11,560 in 3Q3.


ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

For  purposes of rule 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934
("Exchange  Act") the term  "disclosure  controls and procedures"  refers to the
controls  and other  procedures  of a company  that are  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
under the Exchange Act is recorded,  processed,  summarized and reported  within
required  time  periods.  Within  90 days  prior  to the  date  of  this  report
("Evaluation Date"),  Cipher carried out an evaluation under the supervision and
with the  participation  of  Cipher's  Chief  Executive  Officer  and its  Chief
Financial  Officer  of the  effectiveness  of the design  and  operation  of its
disclosure  controls and procedures.  Based on that evaluation,  Chief Executive
Officer and Chief  Financial  Officer have concluded  that, as of the Evaluation
Date,  such  controls and  procedures  were  effective at ensuring that required
information  will be disclosed on a timely basis in our periodic  reports  filed
under and pursuant to the Exchange Act.

(b) Changes in internal controls

There were no significant  changes to our internal  controls or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.


PART II.  OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 2. Changes in Securities

There  have been no  changes in the  instruments  defining  the rights or rights
evidenced by any class of registered securities.

There have been no dividends declared.

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Submission of Matters to Vote of Security Holders

None

ITEM 5. Other Information

None

ITEM 6. Exhibits and Reports on Form 8-K


(a) Exhibits

(31)  Certification  pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(32)  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

1.  There  were no  reports  filed on a Form  8-K for the  third  quarter  ended
September 30, 2004.


SIGNATURES

Pursuant  to the  requirements  of the  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the City of New
York, State of New York on November 12, 2004.

Cipher Holding Corp.


By: /s/ Patrick Rooney
Patrick Rooney
Chairman of the Board President




                                 CERTIFICATIONS

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

1. I have reviewed this quarterly report on Form 10-QSB of Cipher Holding Corp.;

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

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

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which  this  quarterly  report is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within 90 days  prior to the filing  date of this  quarterly  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2004

/s/Corey Conn
Chief Financial Officer



                                 CERTIFICATIONS

I, Patrick Rooney, the Registrant's Chief Executive Officer, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB  of Cipher  Holding
Corp.,;

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

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

4.  The  Registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which  this  quarterly  report is being  prepared;  b)  evaluated  the
effectiveness  of the  Registrant's  disclosure  controls and procedures as of a
date  within 90 days  prior to the filing  date of this  quarterly  report  (the
"Evaluation Date"); and c) presented in this annual report our conclusions about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2004

/s/Patrick Rooney
Chief Executive Officer


                               CIPHER HOLDING CORP


                                  EXHIBIT 99(a)

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

In connection with the Annual Report of Cipher Multimedia,  Inc. (the "Company")
on Form  10-QSB  for the  quarter  ended  September  30,  2004 as filed with the
Securities  and  Exchange  Commission  on the date hereof,  I,  Patrick  Rooney,
President and Chairman of the Board of the Company, certify, pursuant to section
906 of the Sarbanes-Oxley  Act of 2002, that to my knowledge:  (1) the quarterly
report fully complies with the  requirements  of section 13(a) of the Securities
Exchange Act of 1934; and (2) the information  contained in the quarterly report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.


Date: November 12, 2004

/s/ Patrick Rooney
President,
Chief Executive Officer,
Chairman of the Board and Director




A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley  Act has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.



                               CIPHER HOLDING CORP
                                  EXHIBIT 99(b)

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

In connection with the Annual Report of Cipher Multimedia,  Inc. (the "Company")
on Form 10-QSB for the year quarter  ended  September 30, 2004 as filed with the
Securities  and Exchange  Commission  on the date hereof,  I, Corey Conn,  Chief
Financial Officer, certify, pursuant to section 906 of the Sarbanes-Oxley Act of
2002,  that to my knowledge:  (1) the quarterly  report fully  complies with the
requirements  of section 13(a) of the  Securities  Exchange Act of 1934; and (2)
the  information  contained in the  quarterly  report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Date: November 12, 2004


/s/ Corey Conn
Chief Financial Officer,


A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley  Act has been provided to the Company and will be retained by the
Company and  furnished to the  Securities  and Exchange  Commission or its staff
upon request.