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 March 31, 2002.

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


                           Commission File No: 0-23873


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

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

                       36 West 25th Street - Second Floor
                             New York, NY 10010-2706
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (212) 414-2700


Applicable only to issuers  involved in bankruptcy  proceedings  during the past
five years:

     Check whether the registrant  has filed all documents and reports  required
to be filed by Section 12, 13 or 15(d) of the Securities  Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Applicable only to corporate issuers:

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

     Common Stock, $.001par value, 180,000 shares at April 30, 2002.


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


<PAGE>

                          MOMENTUM HOLDINGS CORPORATION

                   Form 10-QSB - Quarter Ended March 31, 2002

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                   Page

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

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

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

Item 1.           Legal Proceedings..................................................................................10
Item 2.           Changes in Securities..............................................................................10
Item 3.           Defaults Upon Senior Securities....................................................................10
Item 4.           Submission of Matters to a Vote of Security Holders................................................11
Item 5.           Other Information..................................................................................11
Item 6.           Exhibits and Reports on Form 8-K...................................................................11

                  SIGNATURE PAGE.....................................................................................11

                  EXHIBITS.......................................................................................... 12

<PAGE>

____________________


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                                                               2

<PAGE>

     The unaudited condensed  consolidated financial statements of registrant as
of March 31,  2002 and for the three  months  ended March 31, 2002 and March 31,
2001  follow.  The  condensed  consolidated  financial  statements  reflect  all
adjustments  that  are,  in  the  opinion  of  management,  necessary  to a fair
statement of the results for the interim periods presented.


                          MOMENTUM HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                              March 31,
                                                 2002      December 31,
                                              (unaudited)    2001
                                           -----------    -----------
ASSETS

Current assets:
     Cash                                  $       100    $        41
                                           -----------    -----------
               Total current assets                100             41
                                           ===========    ===========
                Total assets               $       100    $        41



STOCKHOLDERS' EQUITY

Stockholders' equity:
     Preferred stock                       $      --      $        --
     Common stock                                  180            180
     Additional paid-in capital              4,176,504      4,161,504
     Retained earnings                      (4,176,584)    (4,161,643)
                                           -----------    -----------
              Total stockholders' equity   $       100    $        41
                                           ===========    ===========


      See accompanying Notes to Condensed Consolidated Financial Statements


                                                                               3

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    Unaudited

                                                     Three Months Ended
                                                         March 31,
                                                     ------------------
                                                     2002          2001
                                                     ----          ----

Revenue:
    Box office income                        $        --    $ 1,880,814
    Royalties and other income                        --         34,882
                                                 --------    -----------
                     Total revenue                    --      1,915,696
                                                 --------    -----------
Costs of revenue:
    Theatre production expenses                       --      2,394,639
    Development costs                                 --          5,928
    Amortization of production costs                  --      5,644,060
                                                 --------    -----------
                     Total cost of revenue            --      8,044,627
                                                 --------    -----------

Gross loss                                            --     (6,128,931)

General and administrative expenses               14,841        540,681
                                                 --------    -----------

Operating loss before
    minority                                     (14,841)    (6,669,612)
interest
Minority interest                                     --      3,504,495
                                                 --------    -----------
Loss before taxes                                (14,841)    (3,165,117)
                                                 --------    -----------
Income tax expense:
    Current                                          100            770
    Deferred                                          --        175,000
                                                 --------    -----------
                                                     100        175,770

Net loss                                     $   (14,941)   $(3,340,887)
                                                 ========    ===========

Loss per share - basic and diluted           $     (0.08)   $    (25.48)
                                                 ========    ===========
Weighted average shares outstanding -
    basic and diluted                            180,000        131,142
                                                 ========    ===========


     See accompanying Notes to Condensed Consolidated Financial Statements.


                                                                               4

<PAGE>


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

                                                                                                                        Total
                            Preferred stock,           Common           Additional      Retained                    stockholders'
                            $0.01 par value            stock             paid-in       earnings       Minority        equity
                             Shares   Amount     Shares      Amount       capital       (deficit)      interest     (deficiency)
                             ------   ------     ------      ------       -------       ---------      --------     ------------

Balance, January 1, 2001       --   $   --    11,704,500    $    11,704    $   687,495   $  (583,462)   $ 1,046,828    $ 1,162,565
Effect of 1:100 Reverse
Split of Common Stock          --       --   (11,587,455)       (11,587)        11,587            --             --             --
                           ------   ------   -----------    -----------    -----------   -----------    -----------    -----------
January 1, 2001, restated      --       --       117,045            117        699,082      (583,462)     1,046,828      1,162,565

Issuance of shares in
cancellation of debt -
      Third parties            --       --        20,000             20         79,980            --             --         80,000
      Related parties          --       --        37,500             37        149,963            --             --        150,000

Minority interest -
   Change in capital, net      --       --            --             --             --            --      2,760,000      2,760,000
   Share of period results     --       --            --             --             --            --     (3,504,495)    (3,504,495)

Net loss                       --       --            --             --             --    (3,340,887)            --     (3,340,887)
                           ------   ------   -----------    -----------    -----------   -----------    -----------    -----------
Balance, March 31, 2001,
Restated                       --   $   --       174,545    $       174    $   929,025   $(3,924,349)   $   302,333    $(2,692,817)
                           ======   ======   ===========    ===========    ===========   ===========    ===========    ===========
Balance, January 1, 2002       --   $   --    18,000,000    $    18,000    $ 4,143,684   $(4,161,643)   $        --    $        41
Effect of 1:100 Reverse
Split of Common Stock          --       --   (17,820,000)       (17,820)        17,820            --             --             --
                           ------   ------   -----------    -----------    -----------   -----------    -----------    -----------
January 1, 2002, restated      --       --       180,000            180      4,161,504    (4,161,643)            --             41

Contribution by MMM            --       --            --             --         15,000            --             --         15,000

Net loss                       --       --            --             --             --       (14,941)            --        (14,941)
                           ------   ------   -----------    -----------    -----------   -----------    -----------    -----------
Balance, March 31, 2002        --   $   --       180,000    $       180    $ 4,176,504   $(4,176,584)   $        --    $       100
                           ======   ======   ===========    ===========    ===========   ===========    ===========    ===========



     See accompanying Notes to Condensed Consolidated Financial Statements.

                                                                               5

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited




                                                         Three Months Ended March 31,
                                                         ----------------------------
                                                              2002            2001
                                                              ----            ----

Cash provided (used) by:
    Operating activities:
        Cash received from customers                     $        --    $ 1,943,947
        Cash paid to suppliers                               (14,841)      (822,150)
        Income taxes paid                                       (100)          (770)
                                                         -----------    -----------
            Net cash provided by (used in) operating         (14,941)     1,121,027
                                                         -----------    -----------
activities

Investing activities:
    Theatre productions in development                            --     (4,668,563)
                                                         -----------    -----------
            Net cash used by investing activities                 --     (4,668,563)
                                                         -----------    -----------

Financing activities:
    Proceeds from issuance of notes payable                       --        561,000
    Repayment of loan payable - related parties                   --         (6,500)
    Contribution to additional paid-in capital by MMM         15,000             --
                                                         -----------    -----------
    Minority interest                                             --      2,760,000
                                                         -----------    -----------
             Net cash provided by financing activities        15,000      3,314,500

Increase (decrease) in cash, net                                  59       (233,036)

Cash, beginning of period                                         41        249,497
                                                         -----------    -----------
Cash, end of period                                      $       100    $    16,461
                                                         ===========    ===========



     See accompanying Notes to Condensed Consolidated Financial Statements.




                                                     MOMENTUM HOLDINGS CORPORATION
                                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                               Unaudited
                                                              (Concluded)



                                                         Three Months Ended March 31,
                                                         ----------------------------
                                                              2002            2001
                                                              ----            ----

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

Net loss                                                $   (14,941)   $(3,340,887)
                                                        -----------    -----------
Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:

     Amortization                                                --      5,644,060
      Minority interest                                          --     (3,504,495)
   Deferred income taxes                                         --        175,000

     Decreases in assets:
       Accounts receivable                                       --         28,251
       Prepaid expenses                                          --
                                                                            10,083
       Deposits                                                  --         25,000

     Changes in liabilities increase (decrease):
       Accounts payable and accrued expenses                     --      2,097,270
Accounts  payable  and  accrued  expenses - related
party                                                            --        (13,255)
                                                        -----------    -----------
         Total adjustments                                       --      4,461,914
                                                        -----------    -----------
Net cash provided by (used in) operating activities     $   (14,941)   $ 1,121,027
                                                        ===========   ============



Supplemental schedule of non-cash financing activity:
-----------------------------------------------------

During the three months ended March 31, 2001, the Company issued 57,500 shares
of its Common Stock, $.001 par value, in exchange for the cancellation of
delinquent obligations of $230,000.
</TABLE>



     See accompanying Notes to Condensed Consolidated Financial Statements.


                                                                               7

<PAGE>

                          MOMENTUM HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

1. Accounting Policies. The Company's condensed consolidated financial
statements for the three months ended March 31, 2002 and March 31, 2001, have
been prepared in accordance with accounting policies described in its Annual
Report on Form 10K-SB for the year ended December 31, 2001 supplemented by Notes
1 through 6 provided herein. Management believes the enclosed condensed
consolidated statements include all adjustments necessary to present fairly the
results of the Company's operations for the interim periods presented, and its
financial condition at March 31, 2002. Interim financial statements may not be
indicative of full year results and should be read in conjunction with the
Company's audited report for the year ended December 31, 2001.

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

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

4. Related Party Transactions. On February 5, 2002, the Trust conveyed its
interest in 12,001,465 shares (or 66.7%) of the Company's outstanding common
stock to Midwest Merger Management, LLC, a Kentucky limited liability company
("MMM"), in exchange for $250,000 in cash, notes, and common stock. During the
three months ended March 31, 2002, MMM contributed $15,000 to additional paid-in
capital of the Company representing approximately all of the administrative
costs for the period.

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

The Company has rented its office facilities for $5,500 per month on a
month-to-month basis from an entity owned by two of its executives through
September 30, 2001 and at no charge thereafter. During the three months ended
March 31, 2001 the Company's executives forgave $150,000 in compensation owed
them by the Company in exchange for 37,500 shares of common stock (after
restatement for the reverse split) on the same terms as those granted to
unrelated parties in connection with their forgiveness of $80,000 owed them by
the Company.


                                                                               8

<PAGE>

5. Redirection of the Company's Activities: On February 5, 2002, MMM acquired
12,001,465 shares of the Company's common stock from the Company's former
officers, directors, and a Trust formed for the purpose of taking ownership of
MPI and resolving its affairs. As MMM acquired 66.67% of the issued and
outstanding shares of Company's common stock, it may materially influence and
exercise effective control over the Company's affairs, including but not limited
to, the election of directors. MMM is in the business of identifying, acquiring
and financing business operations for more than five years. Although MMM is
actively seeking a new business operation for the Company, no assurances can be
given that its plan of redirection can be executed in a timely and seamless
manner, or that it will achieve meaningful success.

6. Reverse Split of Common Stock: Effective April 5, 2002, pursuant to approval
by its shareholders at a Special Meeting held March 25, 2002, the Company's
Common Stock was reverse split on the basis of each 100 shares outstanding
becoming 1 share going forward. As a result of the split, the number of common
shares outstanding was reduced from 18,000,000 to 180,000 shares. The reverse
split has been reflected in the opening balances of the enclosed condensed
consolidated financial statements.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

Three Month Periods Ended March 31, 2002 and 2001:

Revenues - Total revenue for the three months ended March 31, 2001 ("TM1") was
$1,915,696 compared to $ -0- for the three months ended March 31, 2002 ("TM2").
The principal reasons for this decrease are centered in the continued decline in
viability of the Company's former live entertainment business (MPI), which led
to the Company's disposition of that operation on December 31, 2001.

                                                                               9

<PAGE>

Cost of Revenues and Gross Loss - Cost of revenues was $8,044,627 during TM1
compared to $ -0- for TM2. This reduction is consistent with the declining
viability of the Company's former live entertainment operation and its
disposition in December 2001.

Expenses and Operating Loss - General and administrative expenses for TM1 were
$540,681 compared to $14,841 for TM2. This reduction is similarly in line with
the Company's strategy of exiting the failing live entertainment business.
Consistent with that strategy, the Company has redirected its focus toward
becoming a candidate to acquire or merge with a new business operation.

Net Loss - During TM1 our operating results before taxes was allocated to our
minority interest in proportion to their stake in profits and losses. After such
allocation, provision for minimum taxes, net of any tax benefits that may be
applicable, is made at statutory rates. During TM1 the entire tax benefit of
$175,000 that had been provided throughout 2000 was written off as its recovery
could no longer be assured. The result is a net loss of $3,340,887 for TM1
compared to the Company's net loss of $14,941 for TM2. The average number of
common shares outstanding in each period, after restatement for the reverse
split, yields a loss per share of $25.48 for TM1 versus $0.08 for TM2.

Liquidity and Capital Resources

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

Additionally, on February 5, 2002, the Trust conveyed its interest in 12,001,465
(66.7%) of the Company's common stock outstanding to MMM, a company engaged in
the business of identifying, acquiring and financing business operations. In
connection with MMM actively seeking a new operating business for the Company,
it contributed $15,000 to additional paid-in capital during TM2, which
approximated the Company's total operating expenses during the period.

No assurances can be given that MMM's plan to acquire or merge the Company with
another business operation will be successful.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None.

ITEM 2. CHANGES IN SECURITIES - During March 2002, the Company's shareholders
approved a 1 for 100 reverse split of the Company's Common Stock. As a result of
the foregoing, the number of shares of Common Stock outstanding was reduced from
18,000,000 to 180,000 shares effective April 5, 2002, and its symbol on the NASD
over-the-counter Bulletin Board was changed from MMHD to MMHG.


                                                                              10

<PAGE>


ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - On March 25, 2002
the Company held a Special Meeting of Shareholders to vote upon a 1 for 100
reverse split of its common stock outstanding, and to elect a new director.
Reference is hereby made to the Company's Form DEFS14A filed February 25, 2002.

ITEM 5. OTHER INFORMATION - None.

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

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

(b)  Reports:   Form 8-K dated February 19, 2002 (Incorporated by reference).

                Proxy Statement dated February 25, 2002 (Incorporated by
                reference).


                                   SIGNATURES


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

MOMENTUM HOLDINGS CORPORATION
 (Registrant)

Date:  May 17, 2002


/s/ Anthony R. Russo
--------------------
Anthony R. Russo, President,
   Chief Executive Officer, and Director


/s/ Danny L. Pixler
-------------------
Danny L. Pixler, Vice President,
    Chief Operating Officer, and Director


                                                                              11

<PAGE>



                                    Exhibit A

             [Letterhead of Marden, Harrison & Kreuter, CPAs, P.C.]


INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Stockholder
Momentum Holdings Corporation
36 West 25th Street
New York, New York 10001

We have reviewed the accompanying condensed consolidated balance sheet of
Momentum Holdings Corporation as of March 31, 2002 and the related condensed
consolidated statements of operations, shareholders' equity (delinquency) and
cash flows for the three month periods ended March 31, 2002 and 2001. These
condensed consolidated financial statements are the responsibility of the
Company's management.

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

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

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Momentum Holdings Corporation as of December 31, 2001, presented herein, and the
related consolidated statements of operations and retained earnings (deficit),
stockholders' equity and cash flows for the year then ended not presented
herein; and in our report dated February 5, 2002, we expressed an unqualified
opinion on those financial statements.

Marden, Harrison & Kreuter
Certified Public Accountants, P.C.



White Plains, New York
May 14, 2002