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FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) July 27, 2000
MOMENTUM HOLDINGS CORPORATION
formerly known as Buffalo Capital VIII, Ltd
(Exact name of Registrant as specified in its charter)
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Delaware 0-23873 13-4099008
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
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36 West 25th Street, Second Floor
New York, New York 10010
(Address of principal executive offices and Zip Code)
(212) 414-2700
(Registrant's telephone number including area code)
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
References in this document to "us," "we," or "the Company" refer to Momentum
Holdings Corporation and its subsidiary.
Item 1. Changes in Control of Registrant.
Note Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
We have appointed Marden, Harrison & Kreuter, CPA's, 1311 Mamaroneck
Avenue, White Plains, NY 10605, as our independent accountants for the
fiscal year ended December 31, 2000. This appointment was submitted to
the shareholders for ratification at our recent Shareholders' Meeting
and approved. In the period from the date of engagement to the date of
appointment of our new accountants, we and our former certified public
accountants, Comisky & Co., CPA's had no disagreements nor other events
reportable under Item 304 of Regulation S-K, including, but not limited
to, any disagreements during our most recent fiscal year and any
subsequent interim period preceding the date of resignation. Further,
the former auditor's report on the financial statements did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles. A
copy of a letter from our former accountants confirming the above
disclosure is attached hereto.
Item 5. Other Events
Our shareholders have approved a change of our state of incorporation
from Colorado to Delaware and a change of our name to Momentum Holdings
Corporation. Our new trading symbol on the NASD Bulletin Board is MMHD.
Our shareholders also approved the recapitalization of our authorized
shares. Our new Delaware Company has a capitalization of Fifty Million
(50,000,000) shares of one class of common stock of the par value of
One Mill ($.001) each; and One Million (1,000,000) shares of preferred
stock of the par value of One Cent ($.01) each, to have such classes,
series and preferences as the Board of Directors may determine from
time to time. The recapitalization of the authorized shares does not
affect the number of outstanding shares, nor does it affect the number
of shares owned by each shareholder. Our exhibits contain the
applicable documents on these transactions.
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Item 6. Resignation of Registrant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 2 Articles of Merger and Plan of Merger
Exhibit 3 Articles of Amendment Changing the Name of the Company
Exhibit 16 Accountants' Letter
Item 8. Change in Fiscal Year.
Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOMENTUM HOLDINGS CORPORATION
Dated: July 27, 2000 By: /s/ Mark Balsam
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President
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EXHIBIT INDEX
Exhibit No. Description
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2 Articles of Merger and Plan of Merger
3 Articles of Amendment Changing the Name of the Company
16 Accountants' Letter
