FORM 10-KSB/A
                                (Amendment No. 1)
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -----------------------------

            /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

                          -----------------------------



                                 eCONTENT, INC.
                                 --------------

             (Exact name of registrant as specified in its charter)


          DELAWARE                                               23-2442288
------------------------------                               ------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

324 Dutura Street, West Palm Beach, Florida                         33314
----------------------------------------                         ---------
   (Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (561) 719-9841

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE

                                (Title of Class)


                          -----------------------------


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 / /

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of  registrant's  knowledge,  in definite proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-K. Yes /X/

     Indicate by check  whether the issuer has filed all  documents  and reports
required  to be filed by  Section  12,  13,  or 5(d) of the  Exchange  Act after
distribution of securities under a plan confirmed by a court. Yes /X/ No / /

     Effective  December 15, 2003 Company had 48,292,738  shares of common stock
and no shares of preferred stock outstanding.

Amendment No. 1
---------------

     This amendment is filed in order to remove the audit opinion of Schuhalter,
Coughlin & Suozzo P.C. that was included in the original filing. The opinion is
being removed because Schuhalter, Coughlin & Suozzo P.C. was not registered with
the Public Company Accounting Oversight Board at the time it rendered its
opinion.


<PAGE>
                                     PART I

ITEM 1. BUSINESS.

GENERAL DESCRIPTION OF BUSINESS

         eContent, Inc. is a reporting public company listed on the NASDAQ
OTC:BB and currently trades its common stock under the symbol ETNT. The Company
is a development stage company and the Company has not yet recorded any revenue
since inception, as restated for the termination of its investment in MPI. The
Company recorded a net loss of $1,042,078 for the year ended September 30, 2003
as compared to a loss of $1,578,316 for the period ended September 30, 2002.

         The Company's primary business is the creation, co-production,
marketing and distribution of high quality, world class children's and family
oriented entertainment properties. The properties are marketed in all
multi-platform areas of commercial exposition ranging from Television to Home
Video to Merchandise Licensing to Electronic & Video Games to Book and Music
Publishing.

         The Company also forms Teaming Agreements with outside companies for
the co-operative marketing of hit potential entertainment properties. The
Company is establishing an artistic & commercial `bridge' between producers, TV
broadcasters, publishing companies and merchandise groups in North America,
Europe and Asia. The establishment of such `bridge' relationships among
entertainment entities, who otherwise would not be able to globally expand their
world market share in such a near horizon timeframe, will ensure that the
Company is privy to substantial `first look/first option' opportunities on a
wide array of world class entertainment properties.

         On February 7, 2003 eContent Inc. entered into a conditional plan for a
corporate combination agreement to merge with Anglebabies LLC, a California
Limited Liability Company. The terms of the agreement provided for eContent to
receive 100% of all Anglebabies, LLC's interests; in exchange for which the
interest of the members of the limited liability company were to be issued
shares of eContent common or preferred stock, totaling approximately 80% of the
value of the new combination. The number of shares to be issued were subject to
an adjustment after the issuance of a fairness opinion. All terms and conditions
of the agreement were subject to shareholder approval. On June 13, 2003 the
Company elected to not implement this agreement and the proposed merger with
Angel Babies, LLC was terminated.

     On  June  15,  2003  appointed  Peter  Keefe  as the  Company's  President.
Management considered that Mr. Keefe's network of global contacts,  associations
and  affiliations  in  the  children  and  family  entertainment  and  licensing
industries  would  connect  the Company  with a uniquely  broad,  and  extremely
valuable, base of exciting revenue generating marketing  opportunities.  At that
time, the Company began to establish its current  platform to launch  properties
and products in television and merchandise licensing sales, and marketing of the
Nine Dog  Christmas,  Nine  Dog  Night  of  Fright  and  Z-Force  animated  show
properties.  On December 31, 2003, the Company's Board of Directors  approved an
agreement  with  Peter  Keefe,  the  Company's  president,  pursuant  to a  deal
memorandum  dated December 1, 2003,  which is intended to be binding and subject
to  definitive  agreements,  whereby in exchange for the issuance of  10,000,000
restricted  shares of the Company's common stock (or an equivalent value of both
common  stock and  warrants to purchase  shares of common  stock-based  upon the
Company's share price as of December 1, 2003; $.20,) or a total of approximately
$2,000,000,  the Company will  acquire  rights to certain  properties  which are
expected to be allocated as follows:



   Rights Acquired             Property Name             Interest   $ Allocation
   ---------------             -------------             --------   ------------

Profit Participation
  Ownership                    Z-Force                      45%

Global Management & Control
  of TV & Home Video/DVD       Z-Force                     100%
  Sales,  Merchandise
  Licensing and Distribution

  TOTAL Z-FORCE $ ALLOCATION                                         $1,700,000

US Television                  Nine Dog Christmas         100%
  Distribution Rights          Nine Dog Night of Fright   100%

Gross Revenue
  Merchandise Licensing        Nine Dog Christmas           5%
                               Nine Dog Night of Fright     5%

  Home Video/DVD Sales         Nine Dog Christmas           2%
                               Nine Dog Night of Fright     3%

Profit Participation
  Ownership                    Nine Dog Christmas           3%
Profit Participation
  Ownership                    Nine Dog Night of Fright    12%

  TOTAL NINE DOG $ ALLOCATION                                           300,000
                                                                      ----------

Total                                                                 $2,000,000
                                                                      ==========

                                       3
<PAGE>


         Further, the Board agreed to place the equity shares (and warrants, if
any) in escrow subject to completion of definitive agreements and the Company's
due diligence, which is expected in to be completed during January, 2004. The
parties agreed to obtain appropriate third party valuation review, fairness
opinions and other sufficient documentation of the Company's interest in these
properties. The parties also agree to get counter party confirmation of the
assignment, assignment percentages and distribution agreements and rights
including any disclosure of conflicts of interests, as required by the Company's
by-laws, Federal Securities laws, as well as California and Delaware law.
Additionally, Mr. Keefe represented that these interests he is assigning to the
Company pursuant to the agreement represent his entire interest in these
properties.

ORGANIZATIONAL BACKGROUND

         eContent, Inc., previously named Gulfstar Industries, was incorporated
under the laws of Delaware on December 3, 1986. Gulfstar evolved into a holding
company with two wholly owned subsidiaries, Plant Technical Services, Inc., an
engineering consulting and placement service and Tier Environmental, an
environmental preservation company, both of which discontinued operations in the
fiscal year ended September 30, 1997. On July 22, 1997, Gulfstar filed a
petition for reorganization under Chapter 11 of the Federal Bankruptcy Code. On
September 2, 1998 the Court approved a proposed plan of reorganization, which
would be funded through the reverse merger of Gulfstar with Media Vision
Productions, Inc.

         On January 4, 1999, the merger was consummated, Gulfstar was
recapitalized and changed its name to Media Vision Productions, Inc. The
original Gulfstar shareholders retained 367,355 shares (7% at the time of
recapitalization), in the new company. The Gulfstar creditors were issued 30,970
shares (.6% at the time of recapitalization).

         On October 1, 1999, the stock commenced trading, with a new name,
e-Content, Inc., a new symbol, "ETNT" with a new focus on Television Driven
E-Commerce Marketing.

         On September 5, 2000 the Company incorporated a wholly owned subsidiary
to hold and capitalize on its sports marketing licenses called National
Licensing Corporation.

         During the year ended September 30, 2000, the Company initially
recorded its investment in MPI as a consolidated subsidiary of ETNT pursuant to
a stock purchase agreement from May of 2000. Upon the acquisition of a 51%
interest in MPI at that time, the Company had a conditional option to acquire
the remaining 49% of MPI, with certain extensions through July 30, 2001. On July
30, 2001, eContent let its right to complete the acquisition of MPI expire, and
subject to the return of certain shares, the Company forfeited any interest in
MPI. The Company restated its financial statements for the fiscal year ended
September 30, 2000 to record this investment as an unconsoliated subsidiary in
its filing for the fiscal year ended September 30, 2001 in which the Company
recorded a loss on the termination of its investment in MPI effective July 30,
2001. (See Part 7. F/S).

          Subsequent to September 30, 2001, the Company and MPI concurrently
exchanged certain releases relating to the preceding and entered into a
preliminary program production agreement, which in light of all the factors the
Company considered, gave the Company the most dexterity to implement its
business plan at that time. On September 30, 2003, the Company executed an
agreement to terminate its preliminary production agreement with MPI. As part of
the agreement, the Company issued 125,000 shares of its common stock to MPI and
cancelled 1,400,000 warrants issued to MPI's President, Robert Marty, as part of
the initial production agreement. Additionally, both parties agreed to cancel
outstanding notes due to and from eContent, and again provide certain releases.

         On February 7, 2003 eContent Inc. entered into a conditional plan for a
corporate combination agreement to merge with Anglebabies LLC, a California
Limited Liability Company. The terms of the agreement provided for eContent to
receive 100% of all Anglebabies, LLC's interests; in exchange for which the
interest of the members of the limited liability company were to be issued
shares of eContent common or preferred stock, totaling approximately 80% of the
value of the new combination. The number of shares to be issued were subject to
an adjustment after the issuance of a fairness opinion. All terms and conditions
of the agreement were subject to shareholder approval. On June 13, 2003 the
Company elected to not implement this agreement and the proposed merger with
Angel Babies, LLC was terminated.

                                       4
<PAGE>



         On June 15, 2003 appointed Peter Keefe as the Company's President.
Management considered that Mr. Keefe's network of global contacts, associations
and affiliations in the children and family entertainment and licensing
industries would connect the Company with a uniquely broad, and extremely
valuable, base of exciting revenue generating marketing opportunities. At that
time, the Company began to establish its current platform to launch properties
and products in television and merchandise licensing sales, and marketing of the
Nine Dog Christmas, Nine Dog Night of Fright and Z-Force animated show
properties. On December 31, 2003, the Company's Board of Directors approved an
agreement with Peter Keefe, the Company's president, pursuant to a deal
memorandum dated December 1, 2003, which is intended to be binding and subject
to definitive agreements, whereby in exchange for the issuance of 10,000,000
restricted shares of the Company's common stock (or an equivalent value of both
common stock and warrants to purchase shares of common stock-based upon the
Company's share price as of December 1, 2003; $.20,) or a total value of
approximately $2,000,000, the Company will acquire rights to certain properties.

         Subsequent to the current fiscal year end, the Company issued a proxy
and held a Special Meeting of Stockholders on November 24, 2003 (see Item 4 -
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS). The matters considered at
this meeting were to:

1)   increase  the  number  of  the  Company's   Authorized  Common  Stock  from
     50,000,000 to 100,000,000,
2)   change the Company's Common Stock Par Value from $.08 to $.0015, and
3)   change the Company name to Earthworks Entertainment, Inc.

         All of these matters were approved by the shareholders.

                                       5
<PAGE>


EMPLOYEES AND CONSULTANTS

         As of September 30, 2003, the Company had 2 executive employees. In
June and July 2003, the Company executed employment contracts with its President
and CEO, and, its Executive Vice President and CFO, respectfully. Also, the
Company utilizes consultants from time to time on an as needed basis.

LICENSING RIGHTS

         On October 26, 1999, eContent, Inc. acquired the master licensing
rights to Spartan Sporting Goods and Fashion. Effective December 31, 2002, the
Company decided not to renew the agreement with Spartan. In February 2003 the
Company issued 1,200,000 shares in a settlement offer for outstanding licensing
fees due Spartan and after on-going negotiations, in September 2003, the parties
agreed to settle $100,000 of the outstanding balance for the 1,200,000 shares.
As of September 30, 2003 a balance of $102,400 remains due to Spartan for unpaid
license fees.

         On December 31, 2003, the Company's Board of Directors approved an
agreement with Peter Keefe, the Company's president, pursuant to a deal
memorandum dated December 1, 2003, which is intended to be binding and subject
to definitive agreements, whereby in exchange for the issuance of 10,000,000
restricted shares of the Company's common stock (or an equivalent value of both
common stock and warrants to purchase shares of common stock-based upon the
Company's share price as of December 1, 2003; $.20,) or a total value of
approximately $2,000,000, the Company will acquire rights to certain properties,
including direct profit participation, merchandise licensing and distribution
and the television distribution rights in connection with the Nine Dog
Christmas, Nine Dog Night of Fright and Z-Force animated show properties.

ITEM 2. PROPERTIES.

         The West Palm Beach office was closed in May, 2001. The Company plans
to open new offices in the Los Angeles area within the next quarter. The company
maintains a temporary office at 324 Datura Street, Suite 200, West Palm Beach,
Florida.

ITEM 3. LEGAL PROCEEDINGS.

         In May 2001, the prior president instituted a suit in federal court
against the Company's president at that time and an investment banker, in
connection with his termination. This suit was dropped. His termination resulted
in the return of certain shares to the Company and a consulting contract for
$2,500 per week for 103 weeks commencing on May 29, 2001.

         In December 2002, a former vendor filed a complaint against the Company
and its former president in the Circuit Court of the Fifteenth Judicial Circuit
in Palm Beach County seeking reimbursement of unpaid storage fees due on office
furniture and equipment held on behalf of the Company. The Company filed a
counter complaint seeking damages for the unauthorized release of the office
furniture and equipment to a former employee and to a vendor.

         In July 2003, the suit was settled in favor of the Company, resulting
in a cash payment of $12,500 to the Company as well as the settlement of $13,500
of accounts payable due to the former employee and $17,126 of accounts payable
due to a vendor.

         In September 2003, the Company was advised that a default judgement in
the amount of $32,000 (including accrued interest and legal fees) was recorded
against the Company in connection with a bridge note executed in 1999. In
December 2003, the Company reached a tentative settlement agreement with the
note obligor, whereby it will issue 200,000 shares of its Common Stock in
exchange for a full release of the judgement. The release will filed upon
issuance of the shares.

                                       6
<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                  Subsequent to the current fiscal year end, the Company issued
a proxy and held a Special Meeting of Stockholders on November 24, 2003. Matters
considered at the Special Meeting were:

1.   INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES:

     At the Special Meeting,  the Company's  Stockholders  were asked to approve
     the increase of the number of the  Company's  Authorized  Common Stock from
     Fifty  Million  (50,000,000)  to One  Hundred  Million  (100,000,000).  The
     increase in the number of  Authorized  Common  Shares was requested for the
     following reasons:

     A.   The  Company is actively  looking to acquire  ownership  positions  in
          entertainment  properties  and to be successful  will need  additional
          shares  to  complete  such   transactions,   as  called  for  in  such
          agreements, on a case by case basis.
     B.   To  attract  and  keep  key  executives.  Shares  made  available  for
          incentives and employment agreements.
     C.   Shares made available for Employee Stock Ownership Plans (ESOP).
     D.   The  Company's  success  depends in large part on its ability to raise
          capital. In order for the Company to raise capital,  additional shares
          must be made available for offerings  including common stock,  equity,
          convertible preferred, or convertible debt.

2.   PAR VALUE CHANGE - COMMON STOCK

     At the  Special  Meeting,  the  Company's  Stockholders  were also asked to
     approve  the change of the  Company's  Common  Stock Par Value from $.08 to
     $.0015.  This change will have no material effect on the Company's  balance
     sheet,  but will  save the  Company  thousands  of  dollars  each year when
     calculating its Delaware franchise tax.

3.   CHANGE THE NAME OF THE COMPANY TO EARTHWORKS ENTERTAINMENT, INC.

     The  Company  requested  the  change of its name  from  eContent,  Inc.  to
     Earthworks  Entertainment,  Inc.  which the  Company  believes  will have a
     positive  acceptance in the  marketplace,  and which reflects the Company's
     new business model.


As at December 11, 2003, Computershare Trust Company, Inc. provided the
following proxy count of all outstanding votable shares for all proposals voted
at the Special Meeting of Shareholders held on November 24, 2003:

Proposal #1 INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES

                     For                    Against            Abstain
                  25,211,662                860,888             2,580

Proposal #2 PAR VALUE CHANGE - COMMON STOCK

                     For                    Against            Abstain
                  24,792,327                461,457           821,346

Proposal #3 CHANGE THE NAME OF THE COMPANY TO EARTHWORKS ENTERTAINMENT, INC.

                     For                    Against            Abstain
                  25,937,500                 26,480           111,150


                                       7
<PAGE>

                                     PART II

STOCKHOLDER MATTERS ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED.

         (A)      MARKET PRICES OF COMMON STOCK

         The primary market for our common stock is the Nasdaq OTC Bulletin
Board, where it trades under the symbol "ETNT". The Company became publicly
traded as "MVPI" on June 28, 1999, when we were called Media Vision Productions,
Inc. through a merger with Gulfstar Industries, Inc., formerly known as Tier
Environmental Services, Inc. On October 1, 1999 the Company's name changed to
eContent and its symbol became "ETNT". The following table sets forth the high
and low closing bid prices for the shares for the periods indicated as provided
by the NASD's OTCBB System. The quotations shown reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not represent actual
transactions.


                                                   HIGH BID           LOW BID


FISCAL YEAR ENDED SEPTEMBER 30, 2001
    First Quarter                                $   1.1875         $    .375
    Second Quarter                               $   1.1875         $   .4062
    Third Quarter                                $      .64         $     .21
    Fourth Quarter                               $      .38         $     .05

FISCAL YEAR ENDED SEPTEMBER 30, 2002
    First Quarter                                $      .23         $     .03
    Second Quarter                               $      .20         $     .06
    Third Quarter                                $      .54         $     .04
    Fourth Quarter                               $      .30         $     .04

FISCAL YEAR ENDED SEPTEMBER 30, 2003
    First Quarter                                $      .07         $     .04
    Second Quarter                               $      .09         $     .02
    Third Quarter                                $      .09         $     .03
    Fourth Quarter                               $      .40         $     .04

         (B)      SHAREHOLDERS

         As of December 15, 2003, the Company had 48,292,738 shares of common
stock outstanding and approximately 1,000 stockholders of record.

         (C)      DIVIDENDS

         The Company has never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends in the foreseeable future.
The Company currently intends to retain future earnings, if any, to finance
operations and the expansion of our business. Any future determination to pay
cash dividends will be at the discretion of the board of directors and will be
based upon our financial condition, operating results, capital requirements,
plans for expansion, restrictions imposed by any financing arrangements and any
other factors that the board of directors deems relevant.


                                       6
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
           OF OPERATIONS.

         The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management.


                           FORWARD-LOOKING STATEMENTS


This report contains "forward-looking statements". In some cases, you can
identify forward-looking statements by terms such as "may," "intend," "might,"
"will," "should," "could," "would," "expect," "believe," "estimate," "predict,"
"potential," or the negative of these terms and similar expressions intended to
identify forward-looking statements. These statements reflect the Company's
current views with respect to future events and are based on assumptions and
subject to risks and uncertainties. These risks and uncertainties may cause the
Company's actual results, performance, or achievements to be materially
different from any future results, performance, or achievements expressed or
implied by the forward-looking statements. You should not place undue reliance
on these forward-looking statements. Also, these forward-looking statements
represent the Company's estimates and assumptions as of the date of this report.
The Company is under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.


RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 2003 VS. YEAR END SEPTEMBER 30, 2002

         The Company has not yet recorded any revenue since inception, as
restated for the termination of its investment in MPI. The Company recorded a
net loss of $1,325,451 for the year ended September 30, 2003 as compared to a
loss of $1,578,316 for the period September 30, 2002. This represents a loss per
common share of $(.04) for the year ended September 30, 2003 on basic and
diluted shares outstanding of 34,208,279 as compared to a loss per common share
of $(.07) on basic and diluted shares outstanding of 23,012,791 for the period
September 30, 2002.

         Production expenses were $145,106 for fiscal 2003 compared to $416,526
in fiscal 2002. These included non-cash charges for production services paid
with equity of $0 in 2003 as compared to $137,200 in 2002. This reduction is
attributable to reduced projects under development in fiscal 2003.

         General and administrative expenses were reduced to $736,773 in fiscal
2003 from $800,997 in fiscal 2002 despite an increase in non-cash charges for
administrative services paid with equity of $628,150 in 2003 as compared to
$562,500 in 2002. The increase in these costs primarily relate to executive
compensation primarily being paid in common stock, and other general corporate
overhead was kept to a minimum.

         Other operating expenses totaled $412,676 in 2003 as compared to
$44,447 in 2002 which consisted of:

         Interest expense went from $44,447 in 2002 down to $30,897 in 2003
primarily as the Company has lower debt since it has settled several past
obligations and some of its convertible bridge notes.

Settlement expense of $216,480 in 2003 only, which includes $94,000 in
connection with the terminated merger with Angel Babies, LLC and approximately
$80,000 associated with the Company's settlement with MPI and Robert Marty, and;

Impairment loss of $161,589 is associated primarily with the write down of
long-term projects, including approximately $50,000 in the Company's National
Licensing Corporation subsidiary and approximately $111,000 associated with the
write down of the residual value ascribed to the MPI production agreement and
corresponding deferred charges on projects the Company no longer intends to go
forward with as it plans on focusing on its new show properties



                                       7
<PAGE>

PLAN OF OPERATIONS AND BUSINESS STRATEGY

         The global market demand for high quality, character driven children
and family entertainment has never been greater. The proliferation of new
digital, satellite and cable broadcast networks throughout the world has
prompted industry analysts to predict that the demand for world class children's
and family entertainment properties will increase exponentially over the next
decade. Merchandising, licensing, publishing and other areas of marketing for
character driven hit entertainment properties can generate hundreds of millions
of dollars for the rights holders and tens of millions of dollars for the
companies who actually market the properties.

         eContent, Inc., ETNT, is a vertically integrated marketing company
engaged in the creation, co-production, marketing and distribution of high
quality, world class children's and family oriented entertainment properties.
The properties are marketed in all multi-platform areas of commercial exposition
ranging from Television to Home Video to Merchandise Licensing to Electronic &
Video Games to Book and Music Publishing.

         The Company also forms Teaming Agreements with outside companies for
the co-operative marketing of hit potential entertainment properties. The
Company is establishing an artistic & commercial `bridge' between producers, TV
broadcasters, publishing companies and merchandise groups in North America,
Europe and Asia. The establishment of such `bridge' relationships among
entertainment entities, who otherwise would not be able to globally expand their
world market share in such a near horizon timeframe, will ensure that the
Company is privy to substantial `first look/first option' opportunities on a
wide array of world class entertainment properties.

On June 15, 2003 appointed Peter Keefe as the Company's President. Management
considered that Mr. Keefe's network of global contacts, associations and
affiliations in the children and family entertainment and licensing industries
would connect the Company with a uniquely broad, and extremely valuable, base of
exciting revenue generating marketing opportunities. At that time, the Company
began to establish its current platform to launch properties and products in
television and merchandise licensing sales, and marketing of the Nine Dog
Christmas, Nine Dog Night of Fright and Z-Force animated show properties. On
December 31, 2003, the Company's Board of Directors approved an agreement with
Peter Keefe, the Company's president, pursuant to a deal memorandum dated
December 1, 2003, which is intended to be binding and subject to definitive
agreements, whereby in exchange for the issuance of 10,000,000 restricted shares
of the Company's common stock (or an equivalent value of both common stock and
warrants to purchase shares of common stock-based upon the Company's share price
as of December 1, 2003; $.20,) or a total of approximately $2,000,000, the
Company will acquire rights to certain properties which are expected to be
allocated as follows:

   Rights Acquired             Property Name             Interest   $ Allocation
   ---------------             -------------             --------   ------------

Profit Participation
  Ownership                    Z-Force                      45%

Global Management & Control
  of TV & Home Video/DVD       Z-Force                     100%
  Sales,  Merchandise
  Licensing and Distribution

  TOTAL Z-FORCE $ ALLOCATION                                         $1,700,000

US Television                  Nine Dog Christmas         100%
  Distribution Rights          Nine Dog Night of Fright   100%

Gross Revenue
  Merchandise Licensing        Nine Dog Christmas           5%
                               Nine Dog Night of Fright     5%

  Home Video/DVD Sales         Nine Dog Christmas           2%
                               Nine Dog Night of Fright     3%

Profit Participation
  Ownership                    Nine Dog Christmas           3%
Profit Participation
  Ownership                    Nine Dog Night of Fright    12%

  TOTAL NINE DOG $ ALLOCATION                                           300,000
                                                                      ----------
Total                                                                 $2,000,000
                                                                      ==========

                                       8
<PAGE>


     Further, the Board agreed to place the equity shares (and warrants, if any)
in escrow subject to completion of definitive agreements and the Company's due
diligence, which is expected in to be completed during January, 2004. The
parties agreed to obtain appropriate third party valuation review, fairness
opinions and other sufficient documentation of the Company's interest in these
properties. The parties also agree to get counter party confirmation of the
assignment, assignment percentages and distribution agreements and rights
including any disclosure of conflicts of interests, as required by the Company's
by-laws, Federal Securities laws, as well as California and Delaware law.
Additionally, Mr. Keefe represented that these interests he is assigning to the
Company pursuant to the agreement represent his entire interest in these
properties.

         The Company has not yet recorded any revenues. The properties that the
Company develops and targets for distribution and licensing are chosen to
provide the greatest probability for success across multi-platform market
categories. These market sectors include the following:

Television (pay, free, cable & satellite)     School Supplies
Home Video/DVD                                Educational Licensing
Merchandise Licensing                         Music & Book Publishing
Toys & Video Games                            Direct Marketing (to retail chains
Theme Park Licensing                          & through catalogues)
Fast Food Promotions                          Internet Applications
Gifts & Novelties



         The Company plans to generate its revenues from retainer and management
fees, performance incentives, and equity-based annuities created by the
formation of teaming agreements. As the Company reaches critical mass in its
property and project ownership and management base, revenues can multiply as
equity positions increase significantly at substantially lower risk levels. This
is a key component of the business model and an important valuation driver for
the Company as it grows. By building a diverse portfolio of properties and
projects the Company minimizes the risk associated with any one particular
property or project but maximizes the commercial exploitation of its
entertainment properties.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital at September 30, 2003 was a deficit of
$544,843. Since the reorganization, the Company has funded its operations from
the issuance of common stock and loans from officers and certain shareholders.
The Company has incurred operating losses totaling $13,701,405 from inception
April 1, 1998 through September 30, 2003. The Company's ability to continue as a
going concern and its future success is dependent upon its ability to raise
capital in the near term to:

(1)      satisfy its current obligations,
(2)      continue its development of properties and projects, and
(3)      successfully implement its plans to market the properties and projects.

         The Company believes that it will be able to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2004 and
continue its development and commercialization efforts. Management's plans in
this regard include, but are not limited to, the following:

(1)      The Company presently has ongoing negotiations with a number of
         financing alternatives, including obtaining working capital from the
         proceeds of convertible bridge notes and private placements of the
         Company's equity including its common stock and warrants. The Company
         also plans to settle prior obligations with equity and extended payment
         terms. The Company believes that any of the above, or a combination
         thereof, will be successfully closed in an orderly fashion and provide
         the necessary working capital, to maintain the current visibility and
         development of its show properties, until such time the Company can
         obtain cash flow from revenues and ultimately attain profitable
         operations.

(2)      In addition to the above financing activities, the following business
         initiatives are also ongoing and are expected to provide additional
         working capital to the Company:

         (A) On June 15, 2003 appointed Peter Keefe as the Company's President.
         Management believes Mr. Keefe's network of global contacts,
         associations and affiliations in the children and family entertainment
         and licensing industries will connect the Company with a uniquely
         broad, and extremely valuable, base of exciting revenue generating
         marketing opportunities. On December31, 2003, the Company's Board of
         Directors approved an agreement with Peter Keefe, the Company's
         president, pursuant to a deal memorandum dated December 1, 2003, which
         is intended to be binding and subject to definitive agreements. The
         agreement provides for the issuance of 10,000,000 restricted shares of
         the Company's common stock (or an equivalent value of both common stock
         and warrants to purchase shares of common stock-based upon the
         Company's share price as of December 1, 2003; $.20,) or a total value
         of approximately $2,000,000, the Company will acquire rights to certain
         properties, including direct profit participation, merchandise
         licensing and distribution and the US television distribution rights in
         connection with the Nine Dog Christmas, Nine Dog Night of Fright and
         Z-Force animated show properties.

         (B) The Company has established a platform to launch properties and
         products in television and merchandise licensing sales, and marketing
         of the Nine Dog Christmas, Nine Dog Night of Fright and Z-Force
         animated show properties and also has relationships with leading
         production, distribution and licensing groups. The Company has built
         working alliances with several outside production studios and talent
         pools and the Company has identified several projects it plans to
         implement on a property by property basis during fiscal 2004 and
         beyond.

         Management believes that actions presently being taken to complete the
Company's development stage through the successful production, licensing and
distribution of children's and family entertainment properties will ultimately
generate sufficient revenue to support its operations. However, there can be no
assurance that eContent will generate sufficient revenues to provide positive
cash flows from operations or that sufficient capital will be available, when
required, to permit the Company to realize its plans.

INFLATION

         The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.

                                       10
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

(a)(1)  The following documents are filed as part of this report:

a.  Consolidated Financial Statements of the Registrant, eContent, Inc.
    and  Subsidiaries

                                                                          PAGES


Consolidated Balance Sheet of eContent, Inc. and
 Subsidiaries as of September 30, 2003 (unaudited) ........................ F-1

Consolidated Statements of Operations of eContent,
 Inc. and Subsidiaries for the years ended
 September 30, 2003 and September 30, 2002 and for the
 period from inception (April 1, 1998) through
 September 30, 2003 (unaudited) ........................................... F-2

Consolidated Statements of Changes in Stockholders'
 Equity of eContent, Inc. and Subsidiaries for the
 period from October 1, 1997 to September 30, 2003
 (unaudited) .............................................................. F-3

Consolidated Statements of Cash Flows of eContent,
 Inc. and Subsidiaries for the years ended
 September 30, 2003 and September 30, 2002 and for
 the period from inception(April 1, 1998) through
 September 30, 2003 (unaudited) ........................................... F-8

Notes to Consolidated Financial Statements (unaudited) .................... F-9

b.   Interim Financial Statements.

     Not Applicable

c.   Financial Statements of Businesses Acquired and to be Acquired.

     Not Applicable





<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (Unaudited)


ASSETS

Current Assets:
  Cash                                                             $     86,316
  Stock Subscription Receivable                                           6,730
  Other current assets                                                    5,000
                                                                   ------------

     Total Current Assets                                                98,046
                                                                   ------------



Property and equipment, net of accumulated
               depreciation of $43,940                                   45,622

Other Assets:

 Intangible assets, net of accumulated
               amortization of $85,957                                    4,524
                                                                   ------------

      Total Other Assets                                                  4,524
                                                                   ------------

      Total Assets                                                      148,192
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Cash overdraft
  Accounts payable and accrued expenses                                 305,431
  Due to stockholder                                                     15,000
  Other current liabilities                                             322,458
                                                                   ------------

      Total Current Liabilities                                         642,889
                                                                   ------------

Other Liabilities                                                       119,692
                                                                   ------------

Bridge loans expected to convert to equity                              211,506
                                                                   ------------

Stockholders' Equity:
  Common stock, par value $.0015 per share; authorized
  100,000,000 shares, 48,292,738 issued and outstanding                  72,440
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                     --
  Additional paid in capital                                         12,803,070
  Deficit accumulated during development stage                      (13,701,406)
                                                                   ------------

      Total Stockholders' Equity (Deficit)                             (825,895)
                                                                   ------------

      Total Liabilities and Stockholders' Equity                   $    148,192
                                                                   ============

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

                                       F-1


<PAGE>
<TABLE>
<CAPTION>


                                   eCONTENT, INC. AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)
                                                                                       FROM APRIL 1,
                                                                                          1998
                                                                                        (DATE OF
                                                                                        INCEPTION)
                                                           FOR THE YEARS ENDED             TO
                                                              September 30,           SEPTEMBER 30,
                                                           2002           2003            2003
                                                      --------------  ------------   -------------
<S>                                                  <C>              <C>           <C>

Total Revenues                                       $            -  $          -   $           -
                                                      --------------  ------------   -------------

Direct Costs and Expenses:
  Development, production and distribution
     including non-cash stock related charges
     of $137,200, $0 and $916,056 respectively              416,526       145,106       2,402,512
  General and administrative including
     non-cash charges of $562,500, $651,983
    and $2,548,072                                          800,997       736,773      10,029,249
  Depreciation and amortization                             316,346        30,897         128,398
                                                      --------------  ------------   -------------

      Total Costs and Expenses                            1,533,869       912,776      12,560,159
                                                      --------------  ------------   -------------

  Loss from operations before other expenses
    and provisions for income taxes                     (1,533,869)     (912,776)    (12,560,159)
                                                      --------------  ------------   -------------

Other Operating Income (Expense):
  Interest income                                                 -             -           1,666
  Settlement income (expense)                                     -     (216,480)       1,018,629
  Interest expense (net)                                   (44,447)      (34,607)       (110,826)
  Equity in earnings of unconsolidated
    subsidiary                                                    -             -          96,774
  Loss from termination of interest in
    unconsolidated subsidiary                                     -             -     (1,985,901)
   Impairment Loss                                                -     (161,589)       (161,589)
                                                      --------------  ------------   -------------

      Total Other Operating Income (Expense)               (44,447)     (412,676)     (1,141,247)
                                                           --------     ---------     -----------

  Operating (Loss) before income taxes                  (1,578,316)   (1,325,451)    (13,701,405)

  Provision for income taxes                                      -             -               -
                                                      --------------  ------------   -------------

      Net (Loss)                                     $  (1,578,316)  $(1,325,451)   $(13,701,405)
                                                      ==============  ============   =============

Loss per common share, basic and diluted             $       (0.07)  $     (0.04)
                                                      ==============  ============

Weighted average common shares outstanding,
  basic and diluted                                      23,012,791    34,208,279
                                                      ==============  ============


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

                                                 F-2


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            eCONTENT, INC. AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                      FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2003
                                                        (Unaudited)

                                                                               ADDITIONAL                      TOTAL
                                        COMMON STOCK            DEFERRED        PAID IN        (RETAINED    STOCKHOLDERS'
                                    SHARES        AMOUNT      COMPENSATION      CAPITAL         DEFICIT)       EQUITY
                                -----------    -----------    -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>
Balance, October 1, 1997            398,045    $   318,436           --      $  (318,436)   $   (86,099)   $   (86,099)
Change of par value from
 $.80 to $.08                          --         (286,592)          --          286,592           --             --
Retroactive effect of
 recapitalization on
 January 4, 1999
 including the
 elimination of prior
 retained deficit                 4,000,000        320,000           --         (320,000)        86,099         86,099
                                -----------    -----------    -----------    -----------    -----------    -----------

Balance as restated for
 recapitalization
 effective April 1, 1998          4,398,045    $   351,844           --      $  (351,844)   $      --      $      --
Issuance of common stock,
 in private placement,
 net of offering costs
 of $14,011                         255,000         20,400           --          220,589           --          240,989
Correction of predecessor
 shares canceled in
 reverse split and
 cancellation of
 indebtedness                        (2,836)          (227)          --              227           --             --
Net loss for the period
 from April 1, 1998
 (date of inception) to
 September 30, 1998                    --             --             --             --         (141,759)      (141,759)
                                -----------    -----------    -----------    -----------    -----------    -----------

Balance, September 30, 1998,
as restated                        4,650,209        372,017           --         (131,028)      (141,759)        99,230
Issuance of common stock
 in connection with the
 extension of note
 payable                            500,000         40,000           --          (15,000)          --           25,000
Issuance of common stock
 in private placements,
 net of offering costs
 of $62,472                         912,500         73,000           --          776,028           --          849,028
Issuance of common stock
 in consideration for
 cancellation of note
 payable plus accrued
 interest                           500,000         40,000           --          227,500           --          267,500
Issuance of common stock
 to employees for
 services                         3,400,000        272,000           --        2,754,000           --        3,026,000
Issuance of stock options
 to employees                          --             --          (88,333)       106,000           --           17,667
Net loss for the year
 ended September 30, 1999              --             --             --             --       (3,942,234)    (3,942,234)
                                -----------    -----------    -----------    -----------    -----------    -----------


Balance at September 30, 1999     9,962,709    $   797,017    $   (88,333)   $ 3,717,500    $(4,083,993)   $   342,191
                                -----------    -----------    -----------    -----------    -----------    -----------

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

                                                         F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                        eCONTENT, INC. AND SUBSIDIARIES
                                          (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                  FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2003
                                                   (Unaudited)

                                                                         ADDITIONAL                     TOTAL
                                   COMMON STOCK             DEFERRED       PAID IN      (RETAINED    STOCKHOLDERS'
                                 SHARES       AMOUNT      COMPENSATION     CAPITAL       DEFICIT)       EQUITY
                               ---------   -----------   -------------  -----------   -----------   --------------
<S>                            <C>         <C>           <C>            <C>           <C>            <C>
Balance at October 1, 1999     9,962,709   $   797,017   $   (88,333)   $ 3,717,500   $(4,083,993)   $   342,191
Shares issued in
 consideration for
 cancellation of
 officer loans                   805,424        64,434          --          740,990          --          805,424
Issuance of shares in
 connection with
 investment in MPI
 subsidiary                    1,350,000       108,000          --        4,042,000          --        4,150,000
Issuance of stock
 options to employee of
 subsidiary                         --            --            --          368,750          --          368,750
Exercise of stock
 options                         500,000        40,000          --           60,000          --          100,000
Issuance of common stock
 for services                  1,135,000        90,800          --        1,801,952          --        1,892,752
Issuance of shares in
 private placement,
 together with warrants,
 net of cash offering
 costs of $184,975             3,437,181       274,974          --        1,811,706          --        2,086,680
Shared issued for cash
 and guarantee of
 acquisition note                400,000        32,000          --          118,000          --          150,000
Amortization of deferred
 compensation                       --            --          35,333           --            --           35,333
Net Loss for the year
 ended September 30,
 2000                               --            --            --             --      (3,595,192)    (3,595,192)
                             -----------   -----------   -----------    -----------   -----------    -----------

Balance, September 30,
 2000                         17,590,314   $ 1,407,225   $   (53,000)   $12,660,898   $(7,679,185)   $ 6,335,938
                             -----------   -----------   -----------    -----------   -----------    -----------




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


                                                       F-4



<PAGE>


                                              eCONTENT, INC. AND SUBSIDIARIES
                                               (A DEVELOPMENT STAGE COMPANY)
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                         FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2003
                                                         (Unaudited)

                                                                               ADDITIONAL                         TOTAL
                                      COMMON STOCK              DEFERRED        PAID IN         (RETAINED      STOCKHOLDERS'
                                  SHARES          AMOUNT      COMPENSATION      CAPITAL          DEFICIT)         EQUITY
                              ------------    ------------    ------------    ------------    ------------    ------------

Balance, September 30,
 2000                           17,590,314    $  1,407,225    $    (53,000)   $ 12,660,898    $ (7,679,185)   $  6,335,938

Issuance of shares in
 private placement,
 together with warrants,
 net of cash offering
 costs of $130,018               1,469,575         117,566            --           352,416            --           469,982
Exercise of warrants and
 issuance of reparative
 shares, net of cash
 offering costs of $99,718       2,454,975         196,398            --           834,964            --         1,031,362
Issuance of shares in
 private placement                 100,000           8,000            --            32,000            --            40,000
Issuance of common
 stock for production
 rights                            100,000           8,000            --           104,500            --           112,500
Amortization of deferred
 compensation                         --              --            25,999            --              --            25,999
Return of shares pursuant
 to settlement agreement
 with certain management        (1,675,688)       (134,055)           --        (1,273,489)           --        (1,407,544)
Cancellation of options
 pursuant to settlement
 agreement with certain
 management                           --              --            27,001         (27,001)           --              --
Return of shares in
 connection with
 termination of stock
 purchase agreement,
 effective July 30, 2001        (1,350,000)       (108,000)           --        (4,042,000)           --        (4,150,000)
Issuance of shares in
 settlement                         91,833           7,347            --             6,428            --            13,775
Issuance of shares to
 directors to cancel debt
 and accrue compensation         1,442,563         115,405            --              --              --           115,405
Issuance of common stock
 for services                    1,970,000         157,600            --           336,030            --           493,630
Net loss for the year
 ended September 30, 2001             --              --              --              --        (3,118,454)     (3,118,454)
                              ------------    ------------    ------------    ------------    ------------    ------------

Balance, September 30, 2001     22,193,572    $  1,775,486    $       --      $  8,984,746    $(10,797,639)   $    (37,407)
                              ------------    ------------    ------------    ------------    ------------    ------------



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


                                                         F-5




<PAGE>


                                            eCONTENT, INC. AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                      FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2003
                                                      (Unaudited)

                                                                          ADDITIONAL                      TOTAL
                                       COMMON STOCK         DEFERRED      PAID IN       (RETAINED      STOCKHOLDERS'
                                   SHARES          AMOUNT   COMPENSATION  CAPITAL       DEFICIT)         EQUITY
                                ----------    ------------  ------------ -----------  ------------     ------------

Balance, September 30, 2001      22,193,572   $  1,775,486   $  --     $  8,984,746   $(10,797,639)   $    (37,407)

Issuance of Warrants
   in Production Contract              --             --        --          235,200           --           235,200

Issuance of Shares in
   Settlement                       400,000         32,000      --           67,000           --            99,000

Issuance of Shares in
   Settlement Note                  100,000          8,000      --           12,000           --            20,000

Issuance of Shares for
   Compensation                   2,050,000        164,000      --          122,000           --           286,000

Issuance of Shares for
   Services                       1,245,000         99,600      --          374,250           --           473,850

Net loss for the year ended
   September 30, 2002                  --             --        --             --       (1,578,316)     (1,578,315)
                               ------------    -----------  ---------   -----------   -------------   -------------

Balance, September 30, 2002      25,988,572    $ 2,079,086  $   --      $ 9,795,196   $(12,375,955)   $   (501,672)
                               ============    ===========  =========   ===========   =============   =============





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


                                                          F-6




<PAGE>


                                            eCONTENT, INC. AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                      FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2003
                                                      (Unaudited)

                                                                          ADDITIONAL                       TOTAL
                                       COMMON STOCK         DEFERRED      PAID IN       (RETAINED      STOCKHOLDERS'
                                  SHARES         AMOUNT   COMPENSATION    CAPITAL        DEFICIT)         EQUITY
                                 ----------      ---------    -----    ------------    -----------     ------------


Balance, September 30, 2002      25,988,572   $  2,079,086   $  --     $  9,795,196   $(12,375,955)   $   (501,672)


Adjustment to reflect amended
   Par Value as revised from
    From $.08 to $.0015             --        $ (2,040,103)  $  --     $  2,040,103    $        --     $         --
                                 ----------      ---------    -----    ------------    -----------     ------------


Balance, October 1, 2002         25,988,572   $     38,983   $  --     $ 11,835,299    $        --     $         --

Issuance of Shares to
   Cancel Production Contract
   And retire warrants              125,000            188      --           36,062           --            36,250

Issuance of Shares to
   Convert Bridge Notes             458,333            687      --           43,647          --             44,334

Issuance of Shares to
   Cancel Unpaid Compensation
   And Professional Fees         10,675,000         16,013      --          214,887           --           230,900

Issuance of Shares for
   Reparations                      750,000          1,125      --           13,875           --            15,000

Issuance of Shares to
   Settle License Fees            1,200,000          1,800      --          106,200           --           108,000

Issuance of shares @ $.03
   Per share in Private
   Placements                     1,433,333           2,150     --            42,850           --            45,000

Issuance of shares @ $.08
   Per share in Private
   Placements                       625,000             938      --           49,062           --            50,000

Issuance of shares @ $.10
   Per share in Private
   Placements, net of cash
   offering costs of $46,006      1,637,500          2,456      --          115,288           --           117,744

Issuance of shares to
   Settle $50,000 loan and
   collateral in connection
   with cancelled merger
   agreement                      2,400,000          3,600      --          140,400           --           144,000

Issuance of Shares for
   Employment Agreement
   With President                 3,000,000          4,500      --          205,500          --            210,000

Net loss for the year ended
   September 30, 2003                  --             --        --             --       (1,325,451)     (1,325,451)
                               ------------    -----------  ---------   -----------   -------------   -------------

Balance, September 30, 2003      48,292,738    $    72,440  $   --      $12,803,070   $(13,701,406)   $   (825,895)
                               ============    ===========  =========   ===========   =============   =============





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


                                                          F-7



<PAGE>


                                        eCONTENT, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                                  (Unaudited)



                                                                                                    FROM APRIL 1,
                                                                FOR THE YEARS ENDED                 1998 (DATE
                                                                   SEPTEMBER 30,                   OF INCEPTION)
                                                               2002               2003               2003
                                                          ----------------   ----------------   ---------------
Cash flows from operating activities:
  Net Loss                                               $    (1,578,316)   $    (1,325,451)   $  (13,701,406)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                                  30,346             30,897           128,398
    Interest expense paid with equity                                   0                  0            17,500
    Loan fees                                                           0                  0            25,000
    Stock based compensation and expenses
      paid by stock                                               985,700            691,900         8,299,235
    Equity in earnings of unconsolidated subsidiary                     0                  0          (96,774)
    Settlement income relating to stock                                 0                  0       (1,393,769)
    Loss on termination of interest in unconsolidated
      subsidiary                                                        0                  0         1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets                       131,283            482,883           592,953
  Other liabilities                                               230,704           (39,558)           449,752
  Accounts payable and accrued expenses                            44,629           (22,987)           748,242
  Cash overdraft                                                        0            (2,387)                 0
                                                          ----------------   ----------------   ---------------

    Net cash used in operating activities                       (155,654)          (184,703)       (2,944,960)
                                                          ----------------   ----------------   ---------------

Cash flows from investing activities:
  Investment in intangible assets                                       0                  0          (90,481)
  Investment in property and equipment                                  0                  0          (67,378)
  Advance on production rights                                          0                  0         (337,500)
  Investment in MPI                                                     0                  0       (1,850,000)
                                                          ----------------   ----------------   ---------------

    Net cash used in investing activities                               0                  0       (2,345,359)
                                                          ----------------   ----------------   ---------------

Cash flows from financing activities:
  Net proceeds from issuance of common stock                            0            211,015         4,624,181
  Proceeds from loans                                             146,500             60,000           650,213
  Advances from officers and stockholders                               0                  0           400,954
  Repayment of loans                                                    0                  0         (298,713)
                                                          ----------------   ----------------   ---------------

    Net cash provided by financing activities                     146,500            271,015         5,376,635
                                                          ----------------   ----------------   ---------------

Net increase (decrease)in cash and cash equivalents               (9,154)             86,312            86,316

Cash and cash equivalents, Beginning of Period                      9,158                  4
                                                          ----------------   ----------------   ---------------

Cash and cash equivalents, End of Period                 $              4   $         86,316   $        86,316
                                                          ================   ================   ===============

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

                                                      F-8
</TABLE>


<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1-ORGANIZATION AND NATURE OF BUSINESS

         eContent Inc.'s primary business is the creation, co-production,
marketing and distribution of high quality, world class children's and family
oriented entertainment properties. The properties are marketed in all
multi-platform areas of commercial exposition ranging from Television to Home
Video to Merchandise Licensing to Electronic & Video Games to Book and Music
Publishing.

         eContent, Inc. (the "Company") was originally incorporated under the
laws of the State of Delaware on December 3, 1986 as Flair Communications, Inc.
On September 26, 1994, the Company acquired all of the issued and outstanding
shares of Tier Environmental Services, Inc. ("Tier of Florida"), a Florida
corporation. On September 29, 1994 the Company changed its name to Tier
Environmental Services, Inc. On September 27, 1995, the Company entered into a
merger and acquisition plan to acquire all the shares and assets of Plant
Technical Services, Inc. ("PTS"), an engineering and technical services firm
consulting to the power industry, located in Texas. In February 1996, the
Company changed its name to Gulfstar Industries, Inc.

         On January 4, 1999 the Company acquired all of the issued and
outstanding shares of Media Visions Properties, Inc. and changed its name to
Media Vision Productions, Inc. from Gulfstar Industries effective the same date.
This transaction was accounted for as a reverse merger. On October 1, 1999 the
Company changed its name to eContent, Inc.

         During the year ended September 30, 2000, the Company initially
recorded its investment in MPI as a consolidated subsidiary of ETNT pursuant to
a stock purchase agreement from May of 2000. Upon the acquisition of a 51%
interest in MPI at that time, the Company had a conditional option to acquire
the remaining 49% of MPI, with certain extensions through July 30, 2001. On July
30, 2001, eContent let its right to complete the acquisition of MPI expire, and
subject to the return of certain shares, the Company forfeited any interest in
MPI. The Company restated its financial statements for the fiscal year ended
September 30, 2000 to record this investment as an unconsoliated subsidiary in
its filing for the fiscal year ended September 30, 2001 in which the Company
recorded a loss on the termination of its investment in MPI effective July 30,
2001. Subsequent to September 30, 2001, the Company and MPI concurrently
exchanged certain releases relating to the preceding and entered into a
preliminary program production agreement. On September 30, 2003, the Company
executed an agreement to terminate its preliminary production agreement with
MPI. As part of the agreement, the Company issued 125,000 shares of its common
stock to MPI and cancelled 1,400,000 warrants issued to MPI's President, Robert
Marty, as part of the initial production agreement. Additionally, both parties
agreed to cancel outstanding notes due to and from eContent, and again provide
certain releases.

         On February 7, 2003 eContent Inc. entered into a conditional plan for a
corporate combination agreement to merge with Anglebabies LLC, a California
Limited Liability Company. The terms of the agreement provided for eContent to
receive 100% of all Anglebabies, LLC's interests; in exchange for which the
interest of the members of the limited liability company were to be issued
shares of eContent common or preferred stock, totaling approximately 80% of the
value of the new combination. The number of shares to be issued were subject to
an adjustment after the issuance of a fairness opinion. All terms and conditions
of the agreement were subject to shareholder approval. On June 13, 2003 the
Company elected to not implement this agreement and the proposed merger with
Angel Babies, LLC was terminated.

         On June 15, 2003 appointed Peter Keefe as the Company's President.
Management considered that Mr. Keefe's network of global contacts, associations
and affiliations in the children and family entertainment and licensing
industries would connect the Company with a uniquely broad, and extremely
valuable, base of exciting revenue generating marketing opportunities. Mr. Keefe
was issued 3,000,000 shares of the Company's common stock in connection with his
employment agreement. On December31, 2003, the Company's Board of Directors
approved an agreement with Peter Keefe, the Company's president, pursuant to a
deal memorandum dated December 1, 2003, which is intended to be binding and
subject to definitive agreements. The agreement provides for the issuance of
10,000,000 restricted shares of the Company's common stock (or an equivalent
value of both common stock and warrants to purchase shares of common stock)
whereby the Company will acquire rights to certain properties.

                                       F-9
<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 2-LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENTS PLANS

         The Company's working capital at September 30, 2003 was a deficit of
$544,843. Since the reorganization, the Company has funded its operations from
the issuance of common stock and loans from officers and certain shareholders.
The Company has incurred operating losses totaling $13,701,405 from inception
April 1, 1998 through September 30, 2003. The Company's ability to continue as a
going concern and its future success is dependent upon its ability to raise
capital in the near term to:

(1)  satisfy its current obligations,
(2)  continue its development of properties and projects, and
(3)  successfully implement its plans to market the properties and projects.

         The Company believes that it will be able to complete the necessary
steps in order to meet its cash flow requirements throughout fiscal 2004 and
continue its development and commercialization efforts. Management's plans in
this regard include, but are not limited to, the following:

         (1) The Company presently has ongoing negotiations with a number of
         financing alternatives, including obtaining working capital from the
         proceeds of convertible bridge notes and private placements of the
         Company's equity including its common stock and warrants. The Company
         also plans to settle prior obligations with equity and extended payment
         terms. The Company believes that any of the above, or a combination
         thereof, will be successfully closed in an orderly fashion and provide
         the necessary working capital, to maintain the current visibility and
         development of its show properties, until such time the Company can
         obtain cash flow from revenues and ultimately attain profitable
         operations.

         (2) In addition to the above financing activities, the following
         business initiatives are also ongoing and are expected to provide
         additional working capital to the Company:

           (A) On June 15, 2003 appointed Peter Keefe as the Company's
         President. Management believes Mr. Keefe's network of global contacts,
         associations and affiliations in the children and family entertainment
         and licensing industries will connect the Company with a uniquely
         broad, and extremely valuable, base of exciting revenue generating
         marketing opportunities. On December31, 2003, the Company's Board of
         Directors approved an agreement with Peter Keefe, the Company's
         president, pursuant to a deal memorandum dated December 1, 2003, which
         is intended to be binding and subject to definitive agreements. The
         agreement provides for the issuance of 10,000,000 restricted shares of
         the Company's common stock (or an equivalent value of both common stock
         and warrants to purchase shares of common stock-based upon the
         Company's share price as of December 1, 2003; $.20), or a total of
         approximately $2,000,000, the Company will acquire rights to certain
         properties, including direct profit participation, merchandise
         licensing and distribution and the US television distribution rights in
         connection with the Nine Dog Christmas, Nine Dog Night of Fright and
         Z-Force animated show properties.

           (B) The Company has established a platform to launch properties and
         products in television and merchandise licensing sales, and marketing
         of the Nine Dog Christmas, Nine Dog Night of Fright and Z-Force
         animated show properties and also has relationships with leading
         production, distribution and licensing groups. The Company has built
         working alliances with several outside production studios and talent
         pools and the Company has identified several projects it plans to
         implement on a property by property basis during fiscal 2004 and
         beyond.

         Management believes that actions presently being taken to complete the
Company's development stage through the successful production and distribution
of children's and family entertainment properties will ultimately generate
sufficient revenue to support its operations. However, there can be no assurance
that eContent will generate sufficient revenues to provide positive cash flows
from operations or that sufficient capital will be available, when required, to
permit the Company to realize its plans.


                                      F-10


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION

         In July 1997, the Company's predecessor, Gulfstar Industries, filed a
petition under Chapter 11 of the Bankruptcy laws. The Company's petition was
confirmed by the Bankruptcy Court on September 2, 1998 and became effective on
January 4, 1999. The Plan of Reorganization and confirmation of the same
included the acceptance of the agreement and merger plan between eContent Inc.
(the Company) and Media Vision Properties, Inc., whereby holders of existing
voting shares immediately before the confirmation retain less than 50% of the
voting shares of the surviving entity and the post petition liabilities allowed
and claims exceed the carrying value of assets. On January 4, 1999, pursuant to
the plan of reorganization and plan of merger the Company changed its name to
Media Vision Productions, Inc. On October 1, 1999, the Company changed its name
to eContent, Inc.

         For accounting purposes the acquisition has been treated as an
acquisition of eContent, Inc. by Media Vision Properties, Inc. and therefore a
recapitalization of Media Vision Properties, Inc. The historical financial
statements prior to January 4, 1999 are those of Media Vision Properties, which
was incorporated on June 17, 1997 but did not issue stock, have assets, or
commence operations until April 1, 1998. Additionally, proforma information is
not presented since the transaction is treated as a recapitalization.

PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated balance sheet as of September 30, 2003
includes the accounts of the Company and its wholly owned subsidiary, Media
Vision Properties Inc., which commenced operations on April 1, 1998 and National
Licensing Corporation, which commenced operations on September 5, 2000. The
consolidated statements of operations include the results of operations of the
Company and Media Vision Properties, Inc. for all periods presented and National
Licensing Corporation effective September 5, 2000.

         All significant intercompany accounts and transactions have been
eliminated.

RRECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

         Certain reclassifications have been made to the 2000 financial
statements to conform with the 2001 financial statement presentation.

CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, cash equivalents include
time deposits, certificates of deposit, and all highly liquid debt instruments
with original maturities of three months or less.

FIXED ASSETS

         Fixed assets were stated at cost less accumulated depreciation.
Maintenance, repairs and minor replacements are charged to operations as
incurred; major replacements and betterments are capitalized. Depreciation of
fixed assets is provided on the straight-line method over estimated useful lives
of 5 to 7 years. The cost of assets sold or retired and related accumulated
depreciation are removed from the accounts at the time of disposition, and any
resulting gain or loss is reflected in income for the period.

LONG-LIVED ASSETS

         In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets," ("FAS 142") which became effective for the Company October
1, 2002 for the fiscal year ended September 30, 2003. As a result of this new
standard, goodwill will no longer be amortized, but will be tested annually for
impairment beginning in fiscal year ending September, 2003. Goodwill impairment
testing will require that the Company make judgments concerning future cash
flows and appropriate discount rates. For the fiscal year ended September 30,
2003 the Company applied the transitional impairment test which resulted in the
company concluding that no impairment, in addition to the amortization as
previously recorded, was necessary during the year ended September 30, 2003,
however, the Company will continue its scheduled amortization policy for
organizational expenses.

                                      F-11


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

FINANCIAL INSTRUMENTS

         The following methods and assumptions were used by the Company to
estimate fair values of financial instruments as discussed herein:

         CASH AND CASH EQUIVALENTS: The carrying amount approximates fair value
because of the short period to maturity.

         ACCOUNTS PAYABLE AND ACCRUED EXPENSES: The carrying value of the
accounts payable and accrued expenses approximate their fair value.

INCOME TAXES

         The Company accounts for income taxes using the asset and liability
method. Under this method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using currently enacted tax
rates. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in results of operations in the period that includes the
enactment date. Because of the uncertainty regarding the Company's future
profitability, the future tax benefits of its losses have been fully reserved
for. Therefore, no benefit for the net operating loss has been recorded in the
accompanying consolidated financial statements.

         Utilization of net operating losses generated through September 30,
2001 may be limited due to changes in ownership that occurred.

USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles 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.


LOSS PER COMMON SHARE, BASIC AND DILUTED

         The Company accounts for net loss per common share in accordance with
the provisions of Statements of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share" ("EPS"). SFAS No. 128 reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Common equivalent shares
have been excluded from the computation of diluted EPS since their effect is
anti-dilutive. The 1998 earnings per share were restated to reflect the 1 for 25
split pursuant to the plan of re-organization, and the 4,000,000 shares issued
in the merger accounted for as a reorganization were treated as outstanding
effective from the date of inception.

SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS

                           FOR THE YEARS ENDED
                               SEPTEMBER 30,
                            2002         2003
                          -------      -------

Interest Paid             $      0      $     0
                           =======       ======


                                      F-12



<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                             FOR THE YEARS ENDED
                                                                SEPTEMBER 30,
                                                             2002         2003
                                                           --------     --------

Issuance of1,400,000 warrants for production
rights                                                     $235,200     $   --
                                                           ========     ========

Cancellation of $286,000 and $231,900 of unpaid salary,
  expenses and fees due to Officers, Directors and
  Professionals, including the Company's outside
  counsel, for the issuance of 2,050,000 and 10,675,000
  shares of common stock                                   $286,000     $231,900
                                                           ========     ========

Issuance of 1,245,000 and 3,000,000 shares of
  common stock for services                                $473,850     $210,000
                                                           ========     ========

Issuance of 100,000 and 458,333 shares of common
  stock for repayment of loan and accrued interest
  and the conversion of Bridge Notes and
  accrued interest                                         $ 21,500     $ 44,334
                                                           ========     ========

Issuance of 1,200,000 shares of common stock
  to settle outstanding licensing rights                   $   --       $108,000
                                                           ========     ========

Issuance of 125,000 shares of common stock
  to cancel production agreement and warrants              $   --       $ 36,250
                                                           ========     ========

Issuance of 750,000 shares of common stock
  to investor as reparation                                $   --       $ 15,000
                                                           ========     ========

Issuance of 2,400,000 shares of common stock
  to settle $50,000 loan and collateral, in
  connection with cancelled merger agreement               $   --       $144,000
                                                           ========     ========

                                      F-13



<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

ORGANIZATIONAL COSTS

         Costs incurred by the Company and liabilities assumed in the
acquisition of eContent, Inc. accounted for as a recapitalization of Media
Vision Properties, Inc. have been capitalized at historical cost. Amortization
is computed using the straight line method over the estimated life of 60 months.

         Amortization expense was $18,096 and $19,672 for the years ended
September 30, 2002 and 2003, respectively.

STOCK-BASED COMPENSATION

         Financial Accounting Statement No. 123, Accounting for Stock Based
Compensation, encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company has
chosen to continue to account for stock-based compensation using the intrinsic
method prescribed in Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock. The Company has adopted the
"disclosure only" alternative described in SFAS 123 and SFAS 148, which require
pro forma disclosures of net income and earnings per share as if the fair value
method of accounting had been applied.

Recent Accounting Pronouncements

   In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt," and an amendment of that statement, SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers," and SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement amends SFAS No. 13, "Accounting for Leases," to eliminate
inconsistencies between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Also, this statement
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Provisions of SFAS No. 145 related to the rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No. 13 were effective for transactions occurring after May 15, 2002. The
adoption of SFAS No. 145 did not have a material impact on our financial
statements.

   In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement covers restructuring type
activities beginning with plans initiated after December 31, 2002. Activities
covered by this standard that are entered into after that date will be recorded
in accordance with the provisions of SFAS No. 146. The adoption of SFAS No. 146
did not have a significant impact on our consolidated financial position or
results of operations.

   In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure," which provides alternative methods of
transition for a voluntary change to fair value based method of accounting for
stock-based employee compensation as prescribed in SFAS 123, "Accounting for
Stock-Based Compensation." Additionally, SFAS 148 required more prominent and
more frequent disclosures in financial statements about the effects of
stock-based compensation. The provisions of this Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain circumstances. The Company has adopted the disclosure provisions in our
consolidated financial statements as disclosed above under Stock Based
Compensation.


                                      F-14


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

  In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires a company, at
the time it issues a guarantee, to recognize an initial liability for the fair
value of obligations assumed under the guarantee and elaborates on existing
disclosure requirements related to guarantees and warranties. The initial
recognition requirements of FIN 45 are effective for guarantees issued or
modified after December 31, 2002 and adoption of the disclosure requirements are
effective for the Company during the first quarter ending December 31, 2003. The
adoption of FIN 45 will not have a significant impact on our consolidated
financial position or results of operations.

   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity 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 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The adoption of FIN 46 did not
have a significant impact on our consolidated financial position or results of
operations.

   In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement is not expected to have a significant impact on
the Company's results of operations or financial position.

VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts reported in the consolidated balance sheets for
eContent's cash, accounts receivable, accounts payable, and accrued expenses
approximate their fair values due to the short maturities of these financial
instruments.

DEFERRED COSTS

         Deferred costs relating to production agreements are charged to
operations over the effective period of each agreement. Deferred costs
anticipated to be charged to operations during the next year are classified as
current assets.

                                      F-15


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFAIR
                                   (Unaudited)


NOTE 4-STOCKHOLDERS' EQUITY

COMMON STOCK

         The Company had authorized 50,000,000 shares of common stock with a par
value of $.08, and during the fiscal year ended September 30, 2003, management
allowed, and on November 24, 2003, the stockholders ratified a change to
100,000,000 shares authorized and a par value of $.0015

         As of October 1, 1997 the Company's predecessor had 9,181,365 shares of
common stock outstanding, after the exchange of 75,000 preferred shares to
common shares pursuant to the Plan of Reorganization.

         The Company recorded a reverse split in bankruptcy of one new share of
common stock for each 25 prior shares.

         Also pursuant to the plan of reorganization the Company issued 30,970
shares to creditors.

         On January 4, 1999, and effective to April 1, 1998 due to the
recapitalization, the Company issued 4,000,000 shares of its common stock in
connection with the reverse acquisition of Media Vision Productions Inc.

         Through September 30, 1998, the Company issued 255,000 shares of its
common stock for $1.00 per share in private placements, which net of offering
costs of $14,011, generated net proceeds to the Company of $240,989.

         In February 1999 the Company issued 500,000 shares in connection with a
loan and recorded loan fees of $25,000.

         Through March 1999, the Company issued 742,500 shares of its common
stock for $1.00 per share in private placements, which net of offering costs of
$62,472, generated net proceeds to the Company of $680,028.

         In May and June 1999, the Company issued 170,000 shares of its Common
Stock for $1.00 in private transactions, generating net proceeds to the Company
of $170,000.

         In October 1999 the Company agreed to issue 500,000 shares of stock in
consideration for cancellation of the loan and accrued interest, discussed in
Note 8, totaling $267,500. These shares are treated as outstanding as of
September 30, 1999 pursuant to SFAS 128.

         On September 24, 1999 the Company granted 3,400,000 shares to officers
and directors in connection with their employment agreements.

         During fiscal year ended September 30, 2000 the Company issued
3,437,181 shares for $.69 per share, together with warrants to purchase one
share each of the Company's common stock at an exercise price of $1.50 expiring
in September 2005, which net of offering costs of $284,975 generated net
proceeds to the Company of $2,086,680.

         During the year ended September 30, 2000 the Company issued 805,420
shares to officers in consideration for cancellation of $327,000 of unpaid
advances and $478,424 of unpaid salary and expenses.

         The Company issued 500,000 stock options at $.20 per share, valued at
$368,750 which were exercised during the period.

         During the year ended September 30, 2000 the Company issued 1,135,000
shares of its common stock for services to consultants valued at $1,892,752.

         As discussed in Note 5, the Company issued 400,000 shares to an officer
in connection with the acquisition of MPI.

         During the month of October, 2000 the Company issued 1,319,575 shares
of its common stock for $.69 per share, together with warrants to purchase one
share each of the Company's common stock at an exercise price of $1.50 expiring
in October 2005, which net of offering costs of $130,018 generated net proceeds
to the Company of $469,982.

                                      F-16


<PAGE>


                        eCONTENT, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFAIR
                                   (Unaudited)


NOTE 4-STOCKHOLDERS' EQUITY - (Continued)

         In connection with this transaction, the Company issued 150,000 shares
of its common stock to an investment banking firm, together with 642,103
warrants with an exercise price of $.69, expiring in October 2005.

         In December, 2000, the Company issued 100,000 shares of its common
stock, valued at $112,500 based upon the fair market value of the Company's
common stock on the date of the agreement, for production rights for a product
line.

         In March, 2001, the Company issued 100,000 shares in a private
placement for $40,000.

         Through June 30, 2001, the Company agreed to a temporary reduction in
the exercise price of the $1.50 warrants to $.40 and offered to register those
shares of the September, 2000 and October, 2000 private placements as well as
the shares issued through the exercise of the amended warrants. Of the
5,6633,600 warrants available, 1,702,830 warrants were exercised at a price of
$.40, which net of offering costs of $99,718, generated net proceeds to the
Company of $576,487. Additionally, the Company issued 639,645 shares of its
common stock to the investors of the September 2000 and October 2000 shares in
lieu of registering the shares and warrants and a non-cash charge of $454,296 is
included in general and administrative expenses in fiscal 2001 for reparation
expense.

         In connection with this transaction the Company issued 112,500 shares
of its common stock to an investment banking firm together with 148,426 warrants
with an exercise price of $.40 and 96,315 warrants with an exercise price of
$1.50, expiring in August, 2006.

         In connection with settlement agreements with certain management, the
Company recorded the return of 1,675,688 shares, valued at $1,407,544 based upon
the original value ascribed to the shares when issued, effective May 31, 2001.

         In connection with the termination of the Company's investment in
MPI,the Company recorded the return of 1,350,000 shares of its common stock,
valued at $4,150,000 based upon the original value ascribed to the shares when
issued, effective July 30, 2001.

         During the year ended September 30, 2001, the Company issued 250,000 to
its current president in connection with an executive consulting agreement, and
issued 1,720,00 shares to consultants for services valued at $493,630 based upon
the fair market value on the date the shares were issued.

         In September, 2001, the Company issued 91,832 shares of its common
stock to a prior president, valued at $13,775, in connection with a settlement
of all claims.

         Effective September 30, 2001, the Company issued 1,442,563 shares of
its common stock to the current directors for unpaid salary and expenses
totaling $115,405, based upon the fair market value of the Company's common
stock on September 30, 2001.

                                      F-17


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4-STOCKHOLDERS' EQUITY - (Continued)

         Effective June 30, 2002, the company issued 1,125,000 shares of its
common stock values to consultants for services totaling $456,750, based upon
the fair market value of the company's common stock on June 30, 2002.

         During the year ended September 30, 2002 the company issued 250,000
shares to its former President and 1,800,000 to its executive officers for
compensation valued at $286,000 based upon the fair market value on the date the
shares were issued.

         In January 2003 the Company issued 750,000 shares as reparations to an
individual investor valued at $15,000.

         In February 2003 the Company issued 1,200,000 shares in a settlement
offer for outstanding licensing fees related to a licensing agreement executed
in 1999. After on-going negotiations, in September 2003, the parties agreed to
settle $100,000 of the outstanding balance. The 1,200,000 shares were valued at
$108,000 based upon the fair market value on the on the date the shares were
issued to the licensor. The Company recorded a settlement loss of $8,000 in the
quarter ended September 30, 2003.

         In May 2003, the Company issued 600,000 shares of its common stock for
$.03 per share in private placements which generated proceeds to the Company of
$20,000.

         In June 2003, in connection with the termination of the merger
agreement. the Company issued 2,400,000 shares of its common stock to certain
shareholders who pledged certain shares as collateral for a loan of $50,000.
This resulted in a reparative loss on settlement of $92,000 which was recorded
in the period ended June 30, 2003

         In July 2003, the Company issued 833,333 shares of its common stock for
$.03 per share in private placements which generated proceeds to the Company of
$25,000.

         In August 2003, the Company issued 625,000 shares of its common stock
for $.08 per share in private placements which generated proceeds to the Company
of $50,000.

         In September 2003, the Company issued 1,637,500 shares of its common
stock for $.08 per share in private placements, which net of offering costs of
$13,756, generated net proceeds to the Company of $117,744.

         In September 2003, the Company issued 125,000 shares valued at $36,250
to Robert Marty, the president of MPI, in connection with an agreement to cancel
1,400,000 warrants and to cancel a production agreement executed in June 2002.
Additionally, as part of this agreement, both parties agreed to settle the
outstanding notes due to and from eContent.

         During the year ended September 30, 2003 the Company issued 3,000,000
shares to its new President in connection with an employment agreement executed
in on June 15, 2003 valued at $210,000 based upon the fair market value on the
date the shares were issued. Additionally, the Company issued 6,800,000 shares
to two of its executive officers for compensation valued at $152,000 based upon
the fair market value on the on the dates the shares were issued.

         During the year ended September 30, 2003 the Company issued 4,000,000
shares for consulting services valued at $88,900 based upon the fair market
value on the date the shares were issued.



                                      F-20


<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4-STOCKHOLDERS' EQUITY - (Continued)

SETTLEMENTS

         In connection with the plan of reorganization, the Company objected to
the claim of the prior shareholder of the predecessor subsidiary, and as
discussed in Note 7, the disallowed claim would have to be overturned, which the
Company has been advised by counsel is unlikely. Had the claim been allowed,
this shareholder could be awarded up to 58,833 of "new" shares pursuant to the
plan of reorganization. Effective September 17, 2001 the Company settled with
this dispute with the issuance of 91,833 shares valued at $13,775.

         Additionally, the settlement stipulated that as the holder of 33,000
warrants which originally expired in July, 2000, said warrants were extended
until October 30, 2004.

         In May, 2001 the Company settled employment related disputes with two
of the Company's directors and the preceding president, which resulted in the
return of certain shared and an agreement for the Company to pay certain
compensation. The two directors returned 642,563 shares of stock, valued at
$642,563, based upon the value recorded when issued and agreed to $48,000 of
compensation to be paid for the twelve months ended May, 2002. Said payments to
be made at the discretion of the Company based upon working capital. A third
director returned 300,000 shares, valued at $112,500, based upon the value
recorded when issued. The Company's prior president agreed to return certain
un-hypothicated shares and have certain shares re-issued, resulting in the net
return of 733,125 shares to the Company, valued at $652,481, such value again
based upon the value ascribed when issued. The Company agreed to pay the prior
president compensation at $2,500 per week for 103 weeks. As such, included in
settlement income is $1,407,544 of the value originally ascribed to these shares
less $148,104, the discounted value of such payments.

         Effective June 30, 2002, the company issued 400,000 shares of its
common stock, valued at $99,000, based upon the value when issued, to settle
shareholder related disputes.

RESERVED SHARES

Licensing Rights and Distribution Agreements

         The Company has reserved up to 10,000,000 shares of its common stock ;
(or an equivalent value of both common stock and warrants to purchase shares of
common stock-based upon the Company's share price as of December 1, 2003; $.20);
in connection with certain licensing and distribution rights, the assignment for
which, subject to the completion of certain fairness reviews and valuation
appraisals is discussed in Note 11.

                                      F-21


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4-STOCKHOLDERS' EQUITY - (Continued)

STOCK OPTIONS

         In connection with the employment agreements discussed in Note 7, the
Company issued stock options to the officers which vest over the three years
covered in the agreement and generally expire in five years.

         A summary of the stock option activity for the three years ended
September 2003, all of which were nonqualified stock options, is set forth
below:
                                                                        WEIGHTED
                                                                        AVERAGE
                                                       NUMBER OF        EXERCISE
                                                        OPTIONS           PRICE

Outstanding at September 30, 1999                        400,000          $.625
                                                        --------          -----
Granted                                                  500,000          $.200
Exercised                                               (500,000)         (.200)
Canceled                                                    --               --
                                                        --------          -----
Outstanding at September 30, 2000                        400,000          $.625
                                                        ========          =====
Granted                                                  250,000           .250
Exercised                                                   --              --
Canceled                                                (400,000)         (.625)
                                                        --------          -----
Outstanding at September 30, 2001                        250,000          $.250
                                                        ========          =====
Outstanding at September 30, 2002                        250,000          $.250
                                                        ========          =====
Granted                                                  800,000           .250
Exercised                                                   --               --
Canceled                                                    --               --
                                                        --------          -----
Outstanding at September 30, 2003                      1,050,000          $.250
                                                        ========          =====

Exercisable at September 30, 2003                        450,000          $.250
                                                        ========          =====

         The per share weighted average remaining life of the options
outstanding at September 30, 2003 is 3.2 years.

         The Company has elected to continue to account for stock-based
compensation under APB Opinion No. 25, under which no compensation expense has
been recognized for stock options granted to employees at fair market value. For
pro forma purposes, the weighted average fair value of options granted in 2001
and 2003 were estimated as of the date of grant using the Black-Scholes stock
option pricing model, based on the following weighted average assumptions:
annual expected return of 0%, annual volatility of 160% and 210%, risk-free
interest rate ranging from 6.0 in 2001 and 3% in 2003 and expected option life
of 3 years for 2001 and 2003, respectively. The per share weighted-average fair
value of stock options granted during 2000 was $.16 and 2001 was $.215. Had
compensation expense for stock options granted under the Plan been determined
based on fair value at the grant dates, the Company's net loss for 2001 and 2002
would have been increased to the pro forma amounts shown below.

                                    SEPTEMBER 30,       SEPTEMBER 30,
                                         2002               2003
                                    --------------      -------------

Net loss:
  As reported                         $1,578,316         $ 1,325,451
  Pro forma                           $1,578,316         $ 1,334,951

                                      F-22


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4-STOCKHOLDERS' EQUITY - (Continued)

WARRANTS

         In connection with the Plan of Reorganization effective January 4,
1999, approximately 367,355 shares issued entitled each holder to a warrant to
purchase stock, effective from July 4, 1999 through July 4, 2000. The exercise
price is equal to 75% of the trading price on the date exercised.

         In connection with private placements during fiscal year ended
September 30, 2000 and through October, 2000, a total of 5,663,600 warrants were
issued and were initially exercisable at $1.50 for a period of five years. For
the period ended September 30, 2001, 1,702,830 of these warrants were exercised
at an amended price of $.40 and 3,150,241 remain unexercised at $1.50.

         In connection with the private placements discussed above in September
and October, 2000 and again through June 30, 2001, the Company issued 886,444
warrants for services to an investment banker at prices of $.40, $.69 and $1.50,
respectively. This same investment banker received 20,000 warrants to purchase
the Company's common stock at $.20 for a period of 5 years through September,
2006 in connection with bridge loans.

         In connection with the issuance of 125,000 shares to MPI to cancel the
Production agreement, the 1,400,000 warrants originally issued to Robert Marty,
the president of MPI, were cancelled.

         As a result of the preceding the Company has the following warrants
outstanding as of September 30, 2003.

                                        Exercise
Expiration                              Quantity            Price
----------                              --------            -----

October 2004                             33,000             $ .12
October 2005                            642,103             $ .69
November 2005 to
August 2006                           3,150,241             $1.50
August 2006                             138,426             $ .40
September 2006                           42,500             $ .20
October 2007 to
February 2008                           191,000             $ .14
                                      ---------              ----
   Total                              4,197,270
                                      =========

Weighted average
  exercise price                                            $1.25
                                                             ====


PREFERRED STOCK

         The certificate of incorporation of the Company authorizes its board of
directors to issue for value 1,000,000 shares of preferred stock, $10 par value.
Preferred stock may be issued in series with such designations, relative rights,
preferences and limitations as may be fixed from time to time by the board of
directors of the Company. In connection with the predecessor's acquisition of
PTS, the Company issued 75,000 shares which were converted into common stock on
a one to one basis pursuant to the plan of reorganization. As of September 30,
2003 the Company had no preferred stock outstanding.



                                      F-21


<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5-TRANSACTIONS WITH RELATED PARTIES

         During the fiscal year ended September 30, 1999 two officers of the
Company advanced $38,954 of working capital to the Company with no specific
repayment terms and no interest. These advances are expected to be repaid from
the proceeds of pending private placements.

         In September 1999, a shareholder advanced the Company $15,000 with
interest at 7% per annum and principal due on demand. Interest expense of $1,350
was recorded for the fiscal year ended September 30, 2000.

         During the fiscal year ended September 30, 2000 two officers of the
Company advanced $327,000 to the Company and in turn were issued 327,000 shares
of the Company's common stock for repayment.

During the fiscal year ended September 30, 2000 four officers received 478,424
shares of the Company's common stock in lieu of unpaid salary and expenses
totaling $478,424.

         In connection with the acquisition of the MPI Subsidiary an officer
advanced the Company $150,000 in September, 2000 and personally guaranteed a
$100,000 note to the seller in exchange for 400,000 shares of the Company's
common stock. This note was repaid in fiscal year 2001 and this officer returned
300,000 shares to the Company.

         In July, 2001 a director lent The Company $20,000, with interest at 6%
per year and is due upon completion of a private placement by the Company. This
note, plus accrued interest, was paid in June 2002 by the issuance of 100,000
shares of the company's common stock.

         In June 2003, the Company issued 200,000 shares of its common stock to
its former president and 1,400,000 shares of its common stock to an officer in
connection with shares pledged as collateral for a $50,000 loan issued to the
Company.

         During the fiscal year ended September 30, 2003, the Company issued
3,000,000 shares of its common stock to its new president in connection with an
employment agreement valued at $210,000. Additionally, the Company issued
6,800,000 to two of its executive officers in lieu of $152,000 of compensation.

         On December 31, 2003 the Company agreed to purchase rights from the
president, to be paid in equity, the approximate value of such equity of
approximately $2,000,000. (See also note 11.)


NOTE 6-LEASES

         The Company had leased certain of its office facilities and office
equipment under operating leases. As a result of the plan of reorganization, no
obligations for leases remained as of September 30, 1998. On January 5, 1999 the
Company entered into an operating lease for the present office premises for a
period of three years commencing on February 1, 1999 through January 31, 2002.
This lease was canceled in May, 2001.

         The company presently leases its temporary offices on a month to month
basis.


                                      F-22


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 7-COMMITMENTS AND CONTINGENCIES

         The Company's predecessor's subsidiaries were involved in various
litigation in connection with their prior operations which were eliminated by
the reorganization under bankruptcy.

In connection with the predecessor's acquisition and operation of its former
operating subsidiary PTS, the Company had terminated and commenced an action
against the former president of the PTS subsidiary. In turn, the former
president had commenced an action for wrongful termination against the Company.
These actions were dismissed in the bankruptcy proceedings and the former
president has appealed this decision. On September 13, 2001 this matter was
settled with this issuance of 91,833 shares of the Company's common stock.

         On September 24, 1999 the Company entered into employment agreements
with its president and two executive officers. The general terms of the
agreements provide for the three officers to receive annual salaries and certain
stock and option compensation. In May, 2001 these agreements were canceled and
certain shares were returned to the Company.

         On October 5, 1999, the Company entered into a licensing agreement with
an individual and Spartan Sporting Goods and Fashions, Inc. ("Spartan") a
privately held New York Corporation for the exclusive master license of certain
logos, trademarks and copyrights. The agreement provided that the Company pay
30% of all royalty income received under this agreement to the Licensor, or
"Spartan". Additionally, the agreement provided for minimum annual
non-refundable license fees, annually for each optional renewal, through 2008.
Effective December 31, 2002, the Company decided not to renew the agreement with
Spartan. As of September 30, 2003, net of the settlement of $100,000 for
1,200,000 shares, $102,400 remains due to Spartan for unpaid license rights
fees.

         On June 15, 2003, the Company entered into an employment agreement with
its president and chief executive officer. The general terms of the agreement
provides for a grant of 3,000,000 shares of common stock upon execution of the
agreement; a base salary of $185,000 per year with annual increases of 10%
through 2006 and a grant of 400,000 options at $.25 per share and vest for
100,000 options per year through 2006.

         On July 1, 2003, the Company entered into an employment agreement with
its executive vice president and chief operating/financial officer. The general
terms of the agreement provides for a base salary of $165,000 per year with
annual increases of 10% through 2006 and a grant of 400,000 options at $.25 per
share and vest for 100,000 options per year through 2006.

NOTE 8-INCOME TAXES

         No provision has been made for corporate income taxes on the parent
company due to cumulative losses incurred. The Company has available unrealized
tax benefits in the form of net operating loss ("NOL") carry-forwards of
approximately $13,430,000 for federal income tax purposes to reduce future
taxable income. If not utilized, the federal NOL's expire at various dates
through 2023.

         Certain changes in stock ownership can result in a limitation in the
amount of net operating loss and tax credit carryovers that can be utilized each
year, including the merger and plan of acquisition dated January 4, 1999. The
Company has recognized these tax benefits as a deferred tax asset subject to a
100% valuation allowance since it is uncertain whether or not these tax benefits
will be realized.

NOTE 9-PROPERTY AND EQUIPMENT

Property and equipment, at cost, at September 30, 2003 is as follows:

Office equipment                                               $ 89,562
Less-Accumulated depreciation                                   (43,940)
                                                               ---------
                                                               $ 45,622
                                                               =========
         Depreciation expense for the period for the year ended September 30,
2002 and 2003 was $12,250 and $11,225 respectively.

                                      F-23


<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 10-NOTES PAYABLE

         The Company borrowed $250,000 with notes bearing interest at 1% per
month, or 12% per annum, in February, 1999. In connection with these notes, the
Company issued 500,000 shares of its common stock to the makers, valued at
$25,000, prior to when the Company's shares began trading.

         Subsequent to September 30, 1999 the Company and the makers agreed to
convert these notes, together with accrued interest of $17,500, totaling
$267,500, to 500,000 shares of common stock. The shares have been reflected as
outstanding as of September 30, 1999 pursuant to SFAS 128.

         In connection with the acquisition of the majority interest of the MPI
subsidiary, an officer guaranteed a $100,000 note to the seller and lent an
additional $150,000 to the Company in September 2000, both of which were repaid
during the year ended September 30, 2001, together with $8,650 of interest
thereon.

         In September, 2001, the Company issued $45,000 of bridge notes to
investor, due to mature the earlier of one year from the date of note or the
closing of an equitably funding if at least $2,000,000. The notes bear an
interest rate of 10% and the note holders received 22,500 warrants to purchase
one share each of the Company's common stock at $.20. In the event of a default
the investors would receive an additional 22,500 warrants with an exercisable
price of $.10.

         In September 2002, the company issued $146,500 of bridge notes to
investors, due to mature the earlier of one year from the date of note or the
closing of an equitable funding of at least $2,000,000. These notes bear
interest of 10% and the note holders received 116,000 warrants to purchase one
share of the company's common stock at $.20.

During the year ended September 30, 2003 the Company accrued $11,906 of interest
on these notes and $40,000 of principle and $4,334 of accred interest was
converted into 458,333 shares of the Company's common stock.

NOTE 11-SUBSEQUENT EVENTS

         The Company issued a proxy and held a Special Meeting of Stockholders
on November 24, 2003. The matters considered at this meeting were to: 1)increase
the number of the Company's Authorized Common Stock from 50,000,000 to
100,000,000, 2)change the Company's Common Stock Par Value from $.08 to $.0015,
and 3)change the Company name to Earthworks Entertainment, Inc. All of these
matters were approved by the shareholders.

         In December 2003, the Company issued 200,000 shares of its Common
Stock, valued at $32,000 based upon the value of its common stock at the date of
issuance, in exchange for a full release of a default judgement that was filed
against the Company in connection with a bridge note executed in 1999.

         In December 2003, the Company reached a tentative settlement with its
former president to settle approximately $71,000 of unpaid expenses and
compensation for 400,000 shares of common stock. The Company intends to issue
the shares when the final settlement agreement is executed and also in December
2003, the Company reached a agreement with a vendor to settle approximately
$25,000 in accounts payable for a cash payment of $20,000. The Company plans to
make this payment during the second quarter, 2004.

         In December 2003, the Company reached a tentative agreement with two
officers to settle approximately $108,000 of unpaid expenses and compensation
due from a prior settlement for 675,000 shares of common stock. The Company
intends issue the shares once the final settlement agreement is executed.

         On December 31, 2003, the Company's Board of Directors approved an
agreement with Peter Keefe, the Company's president, pursuant to a deal
memorandum dated December 1, 2003, which is intended to be binding and subject
to definitive agreements. The agreement provides for the issuance of 10,000,000
restricted shares of the Company's common stock (or an equivalent value of both
common stock and warrants to purchase shares of common stock-based upon the
Company's share price as of December 1, 2003; $.20); or a total value of
approximately $2,000,000, the Company will acquire rights to certain properties.

                                      F-24


<PAGE>



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

         Our present executive officers and directors are:

NAME                                AGE        POSITION HELD

Peter Keefe                         51         President/CEO

William H. Campbell                 58         Executive Vice President/CFO

Gary A. Goodell                     52         Director


Current Directors

         Peter Keefe, President, Chief Executive Officer and Director, is a
highly regarded world-renowned creator, producer & marketer of superlative
television series and highly successful merchandise licensing properties. In the
past eighteen years he has created, produced and sold over 600 half hours of
award wining children's and family entertainment programming; TV shows watched
by hundreds of millions of viewers, generating hundreds of millions of dollars
in commercial business. Some of his `hit' performance properties in the global
entertainment market include Voltron, Denver the Last Dinosaur, Widget, Mr.
Bogus and Twinkle.

         William H. Campbell, Executive President, Chief Financial Officer and
Director, was not only one of the original founders of eContent, but also of
National Media, which became the largest purchaser of cable television time in
the United States. He has 15 years experience in investor and corporate
relations. Through the years Mr. Campbell established contacts with the
financial press, radio, television and print which included television
interviews with CNN, FNN and many local stations. He has also been interviewed
and quoted in many major business and financial publications.

         Gary Goodell, Director, served as our Vice President-Marketing from
January 4, 1999 through September, 2000. Mr. Goodell has 25 years experience in
radio, TV and recording industry. Prior to joining the Company, since 1994 he
was contracted with a major market television station to produce and syndicate
programming to over 300 stations. He has owned and operated radio stations. In
the record industry he has marketed and promoted top acts for CBS, Warner
Brothers, EMI, RCA and Capital.

Former Directors
----------------

         On April 17, 2001, John Haggin resigned from the eContent Board.

         On April 17, 2001 John Sgarlat resigned as Chairman/CEO and as Director
         of the Board; Cornelia Eldridge was appointed President/COO.

         On May 15, 2002 Cornelia Eldridge resigned as President/CEO.

         On February 7, 2002 Daniel Cannon was appointed President/CEO.

         On June 13, 2003 Daniel Cannon was terminated as President/CEO.

         On June 15, 2003 Peter Keefe was appointed President/CEO.

         On June 26, 2003 Daniel Cannon resigned as a Director.



<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

                                                          SECURITIES
                                                          AND PROPERTY
                                          SALARIES,        INSURANCE
                                            FEES,         BENEFITS OR
                                          DIRECTOR'S       REPAYMENT
NAME OF INDIVIDUAL                          FEES,              OF
 OR NUMBER OF             CAPACITIES IN  COMMISSION         PERSONAL
PERSONS IN GROUP          WHICH SERVED   AND BONUSES        BENEFITS
--------------------      ------------   -----------       ----------

Peter Keefe (1)            President
                           CEO,
                           Director,
                           President      $ 264,456 (2)  400,000 options (5)

William H. Campbell (1)    Executive Vice
                           President,
                           Director       $ 120,250 (3)  400,000 options (5)
Gary A. Goodell (1)        Director       $  86,510 (4)           0
                                           ---------          -------
                                          $ 471,216               0
                                            ========          =======

(1)      Denotes Director.

(2)      Includes $210,000 signing bonus paid by the issuance of 3,000,000
         shares of the Company's common stock.

(3)      Includes $76,000 in consulting/management fees paid by the issuance of
         3,400,000 shares of the company's common stock.

(4)      Includes $76,000 in consulting/management fees paid by the issuance of
         3,400,000 shares of the company's common stock.

(5)      pursuant to new employment agreements grant of 400,000 options to
         purchase the Company's common stock, which vest 100,000 shares per year
         2006.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

MANAGEMENT

         The following table sets forth the number of Common Shares of the
Company owned by record, or to the knowledge of the Company, beneficially, by
each Officer or Director of the Company and by each person owning five percent
or more of the Company's outstanding shares, as of December 15, 2003, based upon
48,292,738 shares outstanding

                       AMOUNT AND NATURE OF     PERCENTAGE OF
NAME AND ADDRESS       BENEFICIAL OWNERSHIP     CLASS OWNED

Peter Keefe (1)(2)         3,100,000               6.41%
William Campbell (1)       3,200,000               6.61%
Gary Goodell               3,374,942               6.99%

         All officers and directors as a group beneficially own 9,674,942 or
20.01% of the outstanding shares of the Company.

(1)      Includes 100,000 options vested as of December 15, 2003.

(2)      Does not include up to 10,000,000 shares subject to agreement approved
         on December 31, 2003.



<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During the fiscal year ended September 30, 1999 two officers of the
Company advanced $38,954 of working capital to the Company with no specific
repayment terms and no interest.

         In September 1999, a shareholder advanced the Company $15,000 with
interest at 7% per annum and principal due on demand. No interest expense was
recorded for the fiscal year ended September 30, 1999. Interest expense was
$1,350 for fiscal 2000 and 2001 respectively.

         In connection with the predecessor's acquisition and operation of its
former operating subsidiary PTS, the Company had terminated and commenced an
action against the former president of the PTS subsidiary. In turn, the former
president had commenced an action for wrongful termination against the Company.
These actions were settled effective September 17, 2001 for 1,833 shares of the
Company's common stock and the extension of time to exercise 33,000 warrants to
purchase one share each of the Company's common stock at 25% of the market value
on the date of exercise through October 30, 2004.

         Gary Goodell was issued no additional consideration for his assignment
of the rights to an agreement with Independence Public Media to the Company.

         During the fiscal year ended September 30, 2000 two officers of the
Company advanced $327,000 to the Company and in turn were issued 327,000 shares
of the Company's common stock for repayment.

         During the fiscal year ended September 30, 2000 four officers received
478,424 shares of the Company's common stock in lieu of unpaid salary and
expenses totaling $478,424.

         In connection with the acquisition of the MPI subsidiary an officer
advanced the Company $150,000 in September, 2000 and personally guaranteed a
$100,000 note to the seller in exchange for 400,000 shares of the Company's
common stock. During the fiscal year ended September 30, 2001, this note was
repaid and the officer returned 300,000 shares of the Company's common stock.

         In September, 2000 the Company terminated its Executive Vice President,
Gary A. Goodell. In December, 2000 the former Executive Vice President filed a
complaint in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach
County seeking restatement of his employment contract. In March 2001, Bill
Campbell joined Gary Goodell's suit.

         In May 2000, the prior president instituted a suit in federal court
against the Company's current president and an investment banker, in connection
with his employment contract. This suit was settled, resulting in the return of
certain shares and the payment of $2,500 per week for 103 weeks commencing on
May 29, 2001.

         In July, 2001, Gary Goodell lent the Company $20,000 at 6%, due upon
completion of a private placement by the Company.

         Effective September 30, 2001, Mr. Gary Goodell, William Campbell and
Cornelia Eldridge were issued 317,384, 325,179 and 800,000 shares, respectively,
valued at $.08 per share based upon the market price of the Company stock in
exchange for $25,390, $26,014 and $64,000 of unpaid salary and expenses.

         Effective September 30, 2001 Mr. Gary Goodell, William Campbell and
Cornelia Eldridge were issued 200,000 shares each for services performed during
fiscal year ended September 30, 2001.

         Effective June 30, 2002, the company issued 1,125,000 shares of its
common stock values to consultants for services totaling $456,750, based upon
the fair market value of the company's common stock on June 30, 2002.

         During the year ended September 30, 2002 the company issued 250,000
shares to its former President and 1,800,000 to its executive officers for
compensation valued at $286,000 base upon the fair market value on the date the
shares were issued.

         In December 2002, the company issued 800,000 shares of its common stock
to two of its officers for compensation valued at $32,000, based upon the value
of its common stock at the date of issuance.

         Effective June 30, 2002, the company issued 400,000 shares of its
common stock, valued at $99,000, based upon the value when issued, to settle
shareholder related disputes.

         Effective September 25, 2003 the Company issued 1,200,000 shares valued
at $108,000, based upon the value when issued, as settlement for outstanding
licensing fees related to a licensing agreement executed in 1999.

         Effective June 30, 2003, in connection with the termination of the
merger agreement. the Company issued 2,400,000 shares of its common stock to
certain shareholders who pledged certain shares as collateral for a loan of
$50,000. This resulted in a reparative loss on settlement of $92,000 which was
recorded in the period ended June 30, 2003


<PAGE>


         In September 2003, the Company issued 125,000 shares valued at $36,250
to Robert Marty, the president of MPI, in connection with an agreement to cancel
1,400,000 warrants and to cancel a production agreement executed in June 2002.
Additionally, as part of this agreement, both parties agreed to settle the
outstanding notes due to and from eContent.

         During the year ended September 30, 2003 the Company issued 3,000,000
shares to its new President in connection with an employment agreement executed
in on June 15, 2003 valued at $210,000 based upon the fair market value on the
date the shares were issued. Additionally, the Company issued 6,800,000 shares
to two of its executive officers for compensation valued at $152,000 based upon
the fair market value on the on the dates the shares were issued.

         During the year ended September 30, 2003 the Company issued 4,000,000
shares for consulting services valued at $88,900 based upon the fair market
value on the date the shares were issued.

         During the year ended September 30, 2003, in connection with employment
agreements executed with its executive officers, the Company has accrued unpaid
compensation of $36,960 to its President/CEO and $36,250 to its Executive Vice
President/CFO.

         On December31, 2003, the Company's Board of Directors approved an
agreement with Peter Keefe, the Company's president, pursuant to a deal
memorandum dated December 1, 2003, which is intended to be binding and subject
to definitive agreements. The agreement provides for the issuance of 10,000,000
restricted shares of the Company's common stock (or an equivalent value of both
common stock and warrants to purchase shares of common stock-based upon the
Company's share price as of December 1, 2003; $.20); or a total of approximately
$2,000,000, the Company will acquire rights to certain properties

                                     PART IV

ITEM 13. EXHIBITS.

         (a)(1) The following is a list of exhibits filed as part of this Annual
Report on Form 10-KSB. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference.

EXHIBIT NUMBER
REFERENCE         DESCRIPTION

   (2a)*          2nd Amended Plan of Reorganization

   (2b)*          Agreement and Plan of Merger between Media Vision Production,
                  Inc and Media Vision Properties, Inc.

   (3a)*          Articles of Incorporation, as amended

   (3b)*          By-laws, as amended

   (4)*           Specimen of Common Stock certificate

                  (a)

   (10)*          Agreement with:

   (10.1)         (a)* John P. Sgarlat

                  (b)* William Campbell

                  (c)* Gary Goodell

   10.2*          (a) Assignment of Rocky Mountain Music Marketing Contract

   10.3*          (b) Contract with Independence Public Media***

   10.4*          (c) Licensing Agreement Spartan Sporting Goods.

   10.5*          Stock Purchase Agreement between MPI Media Productions
                  International, Inc. and eContent, Inc.

   10.6*          Stock Warrant

   10.7           Entertainment Properties deal memo

<PAGE>

   10.8*          General release with indemnity from Company to Marty

   10.9*          General release with indemnity from Marty to Company

   10.99          Employment agreements with Peter Keefe, and William Campbell.

   99.1           Officers Certifications

* The above items were previously filed and are hereby incorporated by
reference.


ITEM 14 - CONTROL PROCEDURES

         The Company's chief executive officer and chief financial officer have
evaluated the controls and procedures within 90 days of the filing date of this
quarterly report and concluded that the Company's disclosure controls and
procedures were effective. There were no significant changes in the Company's
internal controls subsequent to the date of the evaluation by such officer.



<PAGE>




                           SIGNATURES

         In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant, caused this report to be signed
on its behalf by the undersigned based upon the best information available
pursuant to Section 12b-25, thereunto duly authorized.

                                                     eCONTENT, INC.

Dated: January 2, 2004
       -----------------

                                                  By: /s/ Peter Keefe
                                                  ---------------------
                                                  Peter Keefe, CEO/President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

NAME                           TITLE                               DATE


/s/ Peter Keefe            CEO, President                     January 2, 2004
-----------------------
Peter Keefe


/s/ WILLIAM H. CAMPBELL    CFO, Executive Vice President      January 2, 2004
-----------------------
William H. Campbell


/s/ GARY GOODELL           Director                           January 2, 2004
-----------------------
Gary Goodell