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, 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
    of Incorporation)                    (IRS Employer Identification No.)

                   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 March 31, 2004: 17,652,811 shares

Documents incorporated by reference: None

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

                              CIPHER HOLDING CORPORATION
                   FORM 10-QSB - QUARTER ENDED MARCH 31, 2004

                                      INDEX


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

Item 1.  Restated Financial Statements..........................................
                  Balance Sheets at March 31, 2004 and December 31, 2003........
                  Statements of Operations for the Three Months ended
                      March 31, 2004, and Three Months ended March 31, 2003.....
                  Statement of Shareholders' Equity (Deficiency) for the Period
                     January 1, 2002 through March 31, 2004.....................
                  Statements of Cash Flows for the Three Months Ended
                     March 31, 2004, and March 31, 2003.........................
                  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 March 31, 2004, the audited
balance sheet at December 31, 2003,  and the unaudited  statements of operations
for the three  months  ended  March 31,  2004 and March 31,  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 May 24, 2004,  including  the
restatement of the Company's financial  statements for the three ended March 31,
2004 and from inception on September 13, 2002 to March 31, 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

                                                      MARCH 31,     DECEMBER 31,
                                                        2004           2003
                                                     (UNAUDITED)      AUDITED
                                                       ------         ------
ASSETS

Cash                                                  $ 313      $     230
                                                        ---            ---

Total Current Assets                                    313            230
                                                        ---            ---

Total Assets                                          $ 313      $     230
                                                        ===            ===

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Accounts payable                                 $       --        $  1,455
Notes payable to shareholders'                      197,948         177,825
Notes payable - Other                               125,000         125,000
Interest Payable                                      7,374           4,500
                                                   --------         -------

Total Current Liabilities                           330,322         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 17,652,811
  shares issued and outstanding, on
  March 31, 2004 and December 31, 2003.               17,653         17,653


Additional paid-in capital  (restated, Note 2)       254,514        254,514
(Deficit) accumulated during
  the development stage                             (602,176)      (580,717)
                                                     -------        -------

Total Stockholders' (Deficit) restated, Note 2)    ( 330,009)      (308,550)
                                                     -------        -------

Total Liabilities and Stockholders'
  (Deficit)                                       $      313    $       230
                                                     =======        ========

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 MARCH 31, 2004 AND 2003 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO MARCH 31, 2004


                                                                   Inception
                                                                 September 19,
                                                                    2002 to
                                      March 31,     March 31,      March  31,
                                        2004          2003           2004
                                        ----         -----         --------

Revenues:                         $       170      $     --             170
                                       ------       -------        --------
Total revenues

Operating expenses:
Professional fees                      11,800        65,590          416,295
Marketing, general,
  and administrative                    5,088        43,497           89,262
                                       ------       -------           ------

Total operating expenses               16,888       109,087          505,557
                                      -------       -------          -------

Operating loss                        (16,718)     (109,087)        (505,387)

Other expenses
Interest expense                      ( 4,740)           --         ( 96,789)
                                      -------       -------         --------


 Total other expenses                 ( 4,740)           --         ( 96,789)
                                      -------       -------          -------

Net income(Loss)                    $ (21,458)    $      --         (602,176)

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

Net income(Loss)                   $  (21,458)    $(109,087)       $(602,176)
                                      =======       =======          =======

Per share amounts:
Loss per share                        (0.00)         (0.00)           (0.04)
                                       ====          ====              ====

Weighted average common
  Shares                           17,652,811      8,135,928       14,278,788
                                   ==========     ==========       ==========

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 THREE MONTH PERIOD ENDED MARCH 31, 2004 AND 2003 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO MARCH 31, 2004


                                                                    Inception
                                                                   September 19,
                                            Three months ended       2002 to
                                          March 31,     March 31,   March  31,
                                           2004          2003          2004
                                           ----         -----         --------

Cash Flows From Operating Activities:
Net (loss)(Restated, Note 2)               $(21,458) $(109,087)   $( 602,176)

Adjustments to Reconcile Net (Loss)
  to Net Cash (Used) by Operating
  Activities:
Shares issued for services                        --         --           --
Changes in operating current assets and
  liabilities
Interest expense-beneficial effect            84,767         --       84,767
Accounts payable                            (  1,455)        --           --
Interest payable to Brentwood                  2,874         --        7,374
                                             -------     ------      -------

Net Cash (Used) by Operating
  Activities                                  64,728   (109,087)    (510,035)

Cash Flows From Financing Activities:

Payment to shareholders of Momentum Holding       --         --           --
Loan payable to shareholders'                     --        973           --
Notes payable shareholders'                   20,122         --      197,948
Issuance of common stock                          --    110,000      308,367
Additional paid-in-capital                   (84,767)        --        4,033
                                             -------    -------      -------
Cash Flows Provided by
   Financing Activities                      (64,645)    110,973     510,348
                                             -------    --------     -------

Net increase in cash                              83      1,886          313

Cash at beginning of period                      230        173           --
                                              ------     ------       ------

Cash at end of period                          $ 313     $2,059       $  313
                                                 ===      =====        =====

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 THREE MONTH PERIOD ENDED MARCH 31, 2004 AND 2003 AND
       THE PERIOD FROM SEPTEMBER 13, 2002 (INCEPTION) TO MARCH 31, 2004

                                   (CONTINUED)

SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS


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.  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

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.


NOTE 2. 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  Holding  Corporation  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. The notes are presently in default.

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 $602,176  as of March 31,  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  March 31,  2004 and March 31,  2003 and from  inception,
September 19, 2002 to March 31, 2004, the financial  statements only include the
transactions  of Cipher Holding  Corporation  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 and 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
                                                            December 31,
                                                                2003
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

Cipher in  consideration  for the  purchase of the shares of  Momentum  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.

As of March 31,  2004 we have not paid the  principal  or interest of the notes.
The note holders have agreed to extend the notes. Note 9. Subsequent Events

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

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  1Q04,  1Q03 and from  inception  were  $16,888,
$109,087 and $505,057, respectively. Of the operating expenses professional fees
were  $11,800(70%),  $65,590(60%) and  $416,295(82%),  respectively.  Marketing,
general  and   administrative   expenses  were  $5,088(30%),   $43,497(40%)  and
$89,262(18%),  respectively.  There were no research and development  costs from
inception to March 31, 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 35% of our total loss of $21,458,  from
inception. The total loss from inception to March 31, 2004 was $602,176.

Financial Condition

The  Company  had no  substantial  revenues  or  operating  cash  inflows  since
inception of operations.  The net cash used by operations were $64,728, 109,087,
and 510,035, 1Q04, 1Q03 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 $197,948 and
$308,367, respectively.

On March 31, 2004, we had a net working capital deficiency of $330,009 and total
stockholders' deficit of $330,009.

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.

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

(a)  Certification  pursuant to Section 906 of  Sarbanes-Oxley  Act of 2002. (b)
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 first  quarter ended March
31, 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 May 21, 2004.

Cipher Holding Corporation


By: /s/ Patrick Rooney

Patrick Rooney
Chairman of the Board President




                             CIPHER HOLDING CORPORATION


                                  EXHIBIT 99(a)

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

In  connection  with the  Annual  Report of  Cipher  Holding  Corporation.  (the
"Company") on Form 10-QSB for the quarter ended March 31, 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 annual
report fully complies with the  requirements  of section 13(a) of the Securities
Exchange Act of 1934;  and (2) the  information  contained in the annual  report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.


Date:   May 21, 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 CORPORATION

                                  EXHIBIT 99(b)

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

In  connection  with the  Annual  Report  of  Cipher  Holding  Corporation  (the
"Company")  on Form  10-QSB for the year  quarter  ended March 31, 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 annual report fully complies with the
requirements  of section 13(a) of the  Securities  Exchange Act of 1934; and (2)
the information  contained in the annual report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



Date:   May 21, 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.


                             CIPHER HOLDING CORPORATION
                                 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
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this 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: May 21, 2004

/s/Patrick Rooney
Chief Executive Officer


                             CIPHER HOLDING CORPORATION
                                 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
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this 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: May 21, 2004

/s/Corey Conn
Chief Financial Officer