FORM 10-KSB

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1998

                                OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-16736

                  MEDIA VISION PROPERTIES, INC.
               (FORMERLY GULFSTAR INDUSTRIES, 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.)

400 Cleveland St. Clearwater, FL                      34655      
(Address of principal executive offices)           (Zip Code)    

Registrant's telephone number, including area code:  (727) 441-4442

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.
[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 confirm by a court. Yes X  No    
     As of September 30, 1998 the Company had 398,045 shares of common stock and
no shares of preferred stock outstanding.







                                1

<PAGE>
                              PART I
Item 1.   Business.

(a)  General Development of Business

     Gulfstar Industries, Inc. (formerly Tier Environmental Services, Inc.) (the
"Company"), was incorporated under the laws of Delaware on December 3, 1986. The
Company was formed to seek potential business opportunities which in the opinion
of management may provide a profit to the Company.

     On July 14, 1989, the Company entered into an Agreement and Plan of Re-
organization with Models World, Inc. ("MWI"), pursuant to which the Company
acquired all the issued and outstanding shares of MWI.

     On October 1, 1993, the Company spun off all of its subsidiaries through
that date and had, as a result, recorded a quasi-reorganization as of that date.

     The Company is presently a holding corporation which previously consisted
of two wholly owned subsidiaries that discontinued operations during the fiscal
year ended September 30, 1997; Plant Technical Services, Inc. in Texas, and Tier
Environmental of Florida.  The Texas subsidiary was an engineering consulting 
and placement service and the Florida subsidiary has been involved in 
environmental clean-up.

     Tier Environmental of Florida

     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.  The Company issued 1,491,032 restricted shares of the
Company's common stock in exchange for all of the issued and outstanding common
shares of Tier of Florida. This subsidiary was included in the Company's results
of operating activities for the years ended September 30, 1995 and 1996.  During
the year ended September 30,1997 the Company discontinued the operations (see
Part F/S - Item 7; "Discontinued Operations") of this subsidiary and on 
September 26,1997 this corporation was administratively dissolved by the 
state of Florida.

     Media Vision Productions, Inc. (Formerly Gulfstar Industries, Inc.) (Parent
     Company)

     On September 29, 1994 the Company changed its name to Tier Environmental
Services, Inc. to reflect the above-mentioned merger. On January 10, 1996 the
Company changed its name to Gulfstar Industries, Inc..

     On July 22, 1997 the Company filed a petition under Chapter 11 of the
bankruptcy laws.  The significant petition proposals for the reorganization of
the Company includes:

     1.   The reverse split of prior outstanding shares of (1) one "new" share
          for each (25) twenty-five "old" shares.

     2.   The 75,000 preferred shares will be converted to common shares prior
          to the reverse split above.

     3.   The shareholders of the post reverse split shares above shall be
          granted an option to purchase one share for each share held, at 75%
          of the market price on the date exercised, exercisable not sooner
          than six months from the date of confirmation of the plan of
          reorganization becoming effective, January 4, 1999, and not later
          than eighteen months after such date.



                                2
<PAGE>
     4.   Accepted proof of claims by creditors in class III (unsecured) and
          class IV (secured) will receive one share of post reverse split
          common stock for every $30 of the amount in which the holder has an
          approved claim.

     On September 2, 1998 the court confirmed the plan of reorganization, which
became effective on January 4, 1999.  Additionally, on January 4, 1999 the
Company entered into a plan of merger with Media Vision Properties, Inc. 
pursuant to the plan of merger the parent company changed its name to Media 
Vision.

     Plant Technical 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 the Dallas/Ft. Worth area of North-Central Texas.  The
Company issued Seventy Five Thousand (75,000) shares of convertible preferred
stock at a par value of Ten Dollars ($10) per share, in addition to Seven 
Hundred Fifty Thousand (750,000) shares of common stock as per Rule 144, to the
shareholders of PTS, in exchange for all the issued and outstanding stock of 
PTS. 
The cash and note consideration, in addition to the shares issued was a total of
One Million Two Hundred Twenty Thousand Dollars ($1,220,000) to be paid as
follows: One Hundred Thousand Dollars ($100,000) at closing: Two Hundred Twenty
Thousand Dollars ($220,000) within One Hundred Eighty (180) days from the 
closing date, and the balance of Nine Hundred Thousand Dollars ($900,000) in 
the form of a note, to be paid in installments over a five year period 
commencing on March 1, 1996. The initial management of PTS was headed by the 
former majority shareholder of PTS and the existing managerial staff at the 
time of the acquisition.

     On May 15, 1996 the Company terminated the president and former shareholder
and the Company has been involved in litigation. The note was canceled in the
reorganization discussed above and the former president has appealed this
decision. The Company has withheld payments on the note above during this period
until such time a resolution has been reached.

     This subsidiary was included in the Company's results of operating
activities for the fiscal year ended September 30, 1996 and the first quarter of
the fiscal year ended September 30, 1997, and discontinued operations effective
March 31, 1997.
     
     During the year ended September 30,1997 the PTS subsidiary discontinued
operations and the subsidiary recorded losses on the abandonment of a project in
Mexico, offset by liabilities directly associated with this project as well as
the impairment of fixed assets and goodwill offset by liabilities directly
associated with these assets including liabilities it had recorded to a
shareholder pursuant to APB16, accounting for the acquisition of a subsidiary
utilizing the purchase method.  Certain administrative liabilities remained as
of September 30,1997 (See Part F/S - Item 7; "Discontinued Operations"). On July
22,1998 PTS subsidiary filed a voluntary petition  for complete liquidation 
under Chapter 7 of the bankruptcy code in the Middle District of Florida, Tampa
Division.  Effective September 30, 1998, for accounting purposes, the subsidiary
has been treated as liquidated as the last day of the fiscal period.

(b)  Public Offering of Securities

     On August 28, 1987, the Company filed a Form S-18 Registration Statement
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission (the "Registration Statement").  The Registration Statement was
declared effective on April 6, 1988. Pursuant to the Registration Statement,the



                                3

<PAGE>
Company offered and sold 10,000,000 Units (250,000 units adjusted for the 1 for
40 reverse stock split), each Unit consisting of one share of $.0001 ($.004
adjusted for 1 for 40 reverse split) par value Common Stock and one-half Class
A Warrant, one-half Class B Warrant and one-half Class C Warrant (the Class A
Warrants, Class B Warrants and Class C Warrants are collectively referred to
herein as the "Warrants"), at a price of $.02 ($.80 adjusted for the 1 for 40
reverse split) per Unit. The period for exercise of all the Warrants has expired
without any of the Warrants being exercised.

     At the closing of such public offering on July 25, 1988, the Company
received aggregate net proceeds of $138,242 after deduction of expenses totaling
approximately $61,758 which consisted primarily of broker commissions and a 
non-accountable expense allowance to the underwriter, and filing, legal, 
accounting, printing and miscellaneous expenses.

(c)  Other Matters

     On November 25, 1989, the shareholders and directors of the Company
approved a proposal to reverse split the Company's common stock on a 1 for 40
basis, increase the exercise price of the Class A, B, and C Warrants to $1.60,
$2.40 and $3.20 respectively and increase the par value of the Common Stock to
$.004 per share.

     On September 9, 1994 there was a reverse split of eight to one (8:1) that
resulted in a par value of $.032 from the previous par value of $.004.  All
amounts related to common stock issued and outstanding as well as earnings per
share figures for 1993 have been restated to reflect the above split.

     During the year ended September 30, 1992 the Company issued 1,354,000
restricted shares of its common stock as a result of the merger with HBL.  In
addition, the Company issued 3,310,000 restricted shares of its common stock to
individuals who provided services to the Company in prior years. As of September
30, 1993 the total number of shares outstanding was 9,892,495.  After the 8:1
reverse split, effective September 8, 1994 this number became 1,236,562.  On
September 22, 1994, there were an additional 350,000 shares that the Company
issued as part of a Regulation S registration.  Also, an additional 1,311,570
shares were issued as part of several S-8 registration statements that the
Company authorized for individuals that had provided services for it during the
last several years.  On September 26, 1994, as part of the agreement with Tier
Environmental Services, Inc. of Florida the Company issued 1,491,032 restricted
shares of its common stock to the Tier shareholders.  On January 26, 1995 the
Company issued 325,000 shares as part of an S-8 registration, to various 
entities for services provided for the Company as per their consulting 
agreements. On that same date the Company also issued 75,000 restricted 
shares under Rule 144 for work to be performed on behalf of the Company. On 
April 18, 1995, May 5, 1995, and May 8, 1995 the Company issued an aggregate 
625,000 shares in connection with Regulation S agreements with five offshore 
investment entities.  
On May 10, 1995 the Company requested the retirement of 136,466 restricted 
shares from a shareholder who was issued the shares as part of a performance 
contract which was never finalized and in dispute. On September 22, 1995 the 
Company issued 800,000 shares as part of four separate consulting agreements 
for work performed for the Company. On September 27, 1995, as part of the 
agreement, to  acquire PTS, the Company issued an additional 750,000 shares 
of common stock and 75,000 shares of convertible preferred stock to the 
previous PTS shareholders. 
On September 28, 1995 the Company retired the 600,000 MBT convertible preferred
shares, in connection with the rescission of the merger with MBT.  In June of
1996 the Company issued 110,000 shares to a law firm and a consultant for
services performed during the period ended September 30, 1996.




                                4
<PAGE>
(d)  Competition

     The Company has many competitors who are engaged in the various areas of
its business in the United States and Canada.  Many of these competitors have
substantially greater financial and technical resources, and marketing
capabilities than the Company.  Competitors with superior resources may be able
to utilize such resources to market these products and idea, and gain a
competitive edge over the Company.

(e)  Employees

     During the periods ended September 30, 1997 and prior the Company had
consultants in the Florida subsidiary, and up to 15 full-time employees in the
Texas subsidiary.  In addition, and through its subsidiaries, the Company from
time to time, hired 500 to 600 employees in the Texas subsidiary and
subcontractors, as needed in both subsidiaries prior to the discontinuance of
operations in these subsidiaries.  The Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to engage
any full-time employees at this time.

Item 2.   Properties.

     The Company had maintained its offices at 20505 U.S. 19N., #12-283,
Clearwater, FL.  34624.  The operational division of the Tier subsidiary was
located at 2901 West Busch Blvd., #711, Tampa, FL.  33618 through December 31,
1996, and the operational headquarters of PTS were located at 500 Grapevine
Highway, Suite 335, Hurst, Texas  76054, through May 8, 1997.

Item 3.   Legal Proceedings.

     The Company had commenced an action against its former president of its MBT
subsidiary.  On May 16,1996 the Company terminated the President of the PTS
Subsidiary.  The former president of the PTS subsidiary has commenced an action
for wrongful termination and the Company has defended its position and has
commenced a countersuit alleging misrepresentation in connection with the
acquisition of PTS.  Both subsidiaries were defendants in various litigations
with debtors, over contract obligations and performance clauses.  The Company
filed for reorganization under Chapter 11 of the bankruptcy laws, which has been
approved by the court and which has been deemed effective on January 4, 1999. 
The above claims against the company have been dismissed as a result of the
reorganization.  The former President of the PTS Subsidiary has appealed this
decision and the company's counsel has advised them it is unlikely he will
prevail on any or all of his claims.(See Item 7 Part F/S "Contingencies")  


Item 4.   Submission of Matters to a Vote of Security Holders.

     The second plan of reorganization pursuant to Bankruptcy provisions under
Chapter 11, dated August 12, 1998.  This vote was approved by a majority of
shareholders included those that did and did not vote, as noted in the order
confirming the plan on September 2, 1998, which became effective January 4, 
1999.

                             PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters.

     (a)  Market Information.  The Company's Common Stock is traded in the
over-the-counter market.



                                5
<PAGE>
     The following sets forth the high and low bid quotations for each quarter
for the three-year period through September 30, 1998, based upon information
received from the National Quotation Bureau.  Such quotations reflect inter-
dealer prices, and do not include retail mark-up, mark-down or commission.  They
may not represent actual transactions.

                                       High Bid    Low Bid
1998        Unavailable at this time

1997        Unavailable at this time

1996        First Quarter              $1.000      $ .656
            Second Quarter             $ .843      $ .578
            Third Quarter              $ .828      $ .359
            Fourth Quarter             $ .421      $ .198


     (b)  Shareholders.  As of September 30, 1998, the Company had 398,045
shares of common stock outstanding, held by approximately 100 persons of record,
including brokerage firms and/or clearing houses holding the Company's common
shares in "street name" for their clients.  The Company believes that there are
approximately 3,500 beneficial owners of its common stock.  In addition, the
Company had authorized and issued 75,000 shares of Convertible Preferred stock
in 1995 as part of the PTS transaction, which as part of the plan of
reorganization was converted to a like amount of shares of common stock.  
Effective for accounting purposes at September 30,1998 the Company recorded the
reverse split of the "old" shares totaling 9,181,365, including 75,000 preferred
shares converted to common with one (1) "new" share for each (25) twenty-five
"old" shares.

     (c)  Dividends.  The Company has not paid or declared any dividends upon
its Common Stock since its inception and does not contemplate or anticipate
paying any dividends upon its Common Stock in the foreseeable future.

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. The Company's operating divisions included Tier 
Environmental, Inc. and Plant Technical Services, Inc. during the year ended 
September 30, 1997 and both subsidiaries discontinued operations and the 
Company filed a voluntary petition for reorganization under Chapter 11 of the 
bankruptcy laws.

ABOUT THE SUBSIDIARIES DISCONTINUED DURING THE YEAR ENDED SEPTEMBER 30, 1998

TIER Environmental Services, Inc.

     The primary revenue of this environmental subsidiary came from its work in
direct cooperation with the Florida legislature towards reimbursement for
eligible sites for environmental clean-up.  The Governor's executive order dated
March 8, 1995 in reference to the Inland Protection Trust Fund (the "fund")
referendum had caused an uncertainty during the fiscal year ended September 30,
1996 and, in the opinion of management, ultimately led to the discontinuation of
this subsidiary during the first quarter of the fiscal year ended September 30,
1997.






                                  6

<PAGE>
     On March 29, 1995 Governor Chiles signed into law 95-2, Laws of Florida 
(SB 1290). This law revises Florida Statute 376 as it relates to continued and
future site rehabilitation tasks for eligible sites.  Chapter 95-2 does not
specifically amend or change the reimbursement regulations set forth in Chapter
62-773, F.A.C.  

     It should also be noted that the Legislature, DEP and representatives from
the petroleum clean-up industry worked during the last Legislative session in
1996 to pay off the entire outstanding backlog of reimbursement claims through
a bond issue, which included most "packages" the Company had in place through
December 31, 1996.  During the quarter ended December 31, 1996, the Tier
subsidiary discontinued operations.


     During the quarter ended December 31,1996, the first quarter of fiscal year
ended September 30,1997, the company recorded the discontinuation of the Tier
Subsidiary as it chose to undertake no new projects of the new funding method. 
Management determined that it require more working capital to revitalize
operations.  The new method and when coupled with the resignation of the
President and the present working capital position, this subsidiary was
discontinued on September 26,1997 the subsidiary corporation was 
administratively dissolved.

Plant Technical Services

     The primary revenue sources of this subsidiary came from placing temporary
employees with utilities in North America with high demands at peak periods for
engineering professionals.

     During the fourth quarter 1995 the Company's former president spent a
substantial portion of his time pursuing one acquisition in Mexico, the Hemyc
Group (see form 10-K for the fiscal year ended September 30, 1996) which in 
turn, the Company has since rescinded.  The Company had also continued to 
attempt to complete or resolve a joint venture it had started with the Hemyc 
Group which was substantially delayed as for the fiscal year ended September 
30, 1996, due to the fiscal instability of the Hemyc group, which in the 
present opinion of management was a fiscally unstable customer of this 
subsidiary prior to the Company's acquisition, and is a subject to the 
Company's litigation with the selling shareholder of PTS. The Company had 
pursued and received a novation of the Hemyc portion of the contract and 
plans on dealing with the utility directly. The Company negotiated with 
several providers whom they had desired to complete the Mexican Laundry 
project with or sell to outright. The Company also commenced negotiations to 
sell or co-venture its placement services operations with a substantially 
larger technical placement company, yet these negotiations did not provide a 
resolution and the Company discontinued operations of this subsidiary 
effective the quarter ended March 31, 1997.

RESULTS OF OPERATIONS

Year Ended September 30, 1998 vs. September 30, 1997
     The Company's results from operations for the year ended September 30, 1998
consisted of an $45,527 administrative expenses of the reorganization.  Net
income for the year ended September 30, 1998 of $1,016,185 is solely due to the
recording of the cancellation of indebtedness income reflecting the effect of 
 








                                     7

<PAGE>
the completion of the bankruptcy which is non-recurring. During the year ended
September 30, 1997, the Company reported a loss from operations, primarily of 
the PTS subsidiary for the first quarter of the fiscal year of $93,433 on total
revenues of $967,260 as well as the loss from discontinued operations of the 
Tier subsidiary of $1,136,162 which included the impairment of the remaining 
goodwill and cancellation of indebtedness income and the loss from discontinued 
operations of PTS subsidiary of $231,277, which included the impairment of 
goodwill and abandonment of assets, net of the cancellation of indebtedness 
directly associated with the acquisition of the same.

Liquidity and Working Capital and Plan of Operation

     The Company's working capital deficit for the year ended September 30, 1998
is $ 86,099.  At September 30, 1997 the Company had a deficit of $1,105,516.

     As a result of the above, management believes the filing of the plan of
reorganization under Chapter 11 offers the best opportunity to restore
shareholder value to the Company's stockholders in light of the results of
operations and the financial condition of the Company, and on January 4, 1999 
the Company's plan of reorganization became effective pursuant to the order of
September 2, 1998 confirming the second amended plan of reorganization.

     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.



































                                8
<PAGE>
Item 7.   Financial Statements.

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

a.   Consolidated Financial Statements of the Registrant, 
        Media Vision Productions, Inc. (formerly Gulfstar Industries, Inc.)

                                                           Pages 

      Report of Independent Auditors'                                     F-1 

      Report of Independent Accountants'                                  F-2

      Consolidated Balance Sheet of Media Vision Productions, Inc.
       (formerly Gulfstar Industries, Inc.) as of September 30, 1998      F-3 

      Consolidated Statements of Operations of Media Vision
        Productions, Inc (formerly Gulfstar Industries, Inc.)
        for the years ended September 30, 1998 and
        September 30, 1997 (Unaudited)                                    F-4 

      Consolidated Statements of Changes in Stockholders'
        Equity of Media Vision Productions, Inc. (formerly Gulfstar
        Industries, Inc. for the period from October 1, 1996
        to September 30, 1997 (Unaudited) and October 1, 1997
        to September 30, 1998                                        F-5,F-6 

      Consolidated Statements of Cash Flows of Media Vision
        Productions, Inc. (formerly Gulfstar Industries,  Inc.)
         for the years ended September 30, 1998 and 
         September 30, 1997 (Unaudited)                              F-7,F-8 

      Notes to the Financial Statements of Media Vision 
     Productions (formerly Gulfstar Industries, Inc.)               F-9,F-25
                                                            
b.   Interim Financial Statements.

     Not Applicable

c.   Financial Statements of Businesses Acquired and to be Acquired

     Not Available; see note 10





















                                9<PAGE>

                                 







                    INDEPENDENT AUDITOR'S REPORT





To the Board of Directors and Stockholders
of Media Vision Productions, Inc. (Formerly Gulfstar Industries, Inc.)

We have audited the accompanying consolidated balance sheet of Media Vision
Productions, Inc. (formerly Gulfstar Industries, Inc.) and subsidiaries as of
September 30, 1998 and the related consolidated statements of operations, 
changes in stockholders' equity and cash flows for the year then ended in the
accompanying index to the financial statements (Item 7.). These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial 
statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Media Vision Productions, Inc.
(formerly Gulfstar Industries, Inc.) as of September 30, 1998, and the results
of operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

The financial statements for the year ended September 30, 1997 were compiled by
us, and our report thereon, dated December 30, 1998, stated that we did not 
audit or review those financial statements and, accordingly, expressed no 
opinion or any other form of assurance on them.



                                         /s/Schuhalter, Coughlin & Suozzo, LLC 
                                            SCHUHALTER, COUGHLIN & SUOZZO, LLC
Raritan, New Jersey

February 2, 1999














                                                              F-1
<PAGE>














                INDEPENDENT ACCOUNTANTS' REPORT






To the Board of Directors and Stockholders
of Gulfstar Industries, Inc.


We have compiled the consolidated statements of operations, changes in
stockholder's equity and cash flows of Gulfstar Industries, Inc. for the year
ended September 30, 1997, in the accompanying index to the financial statements
(Item 7.), in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management.  We have not audited or
reviewed the accompanying 1997 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.

The financial statements for the year ended September 30, 1996, were audited by
us, and we expressed a qualified opinion regarding the entity's ability to
continue as a going concern and the uncertainty of the effect that a change in
the State of Florida's program which provided the primary source of revenue to
the Florida Subsidiary would have on the Company in our report dated January 9,
1997, but we have not performed any auditing procedures since that date.




                                         /s/Schuhalter, Coughlin & Suozzo, LLC 
                                            SCHUHALTER, COUGHLIN & SUOZZO, LLC



Raritan, New Jersey

December 30, 1998














                                                              F-2
<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
              (FORMERLY GULFSTAR INDUSTRIES, INC.)
                        AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                       SEPTEMBER 30, 1998






      Assets

Current Assets
  Cash                                                        $       32
 
     Total Current Assets                                             32

      Total Assets                                            $       32




      Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable and accrued expenses                       $   86,131

      Total Current Liabilities                                   86,131

Stockholders' Equity
  Common stock, par value $.80 per share; authorized
    10,000,000  shares, issued and outstanding 398,045           318,436
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                 -
Additional paid in capital                                      (318,436)
Retained deficit, subsequent to reorganization (7-22-97)         (86,099)

      Total Stockholders' Deficit                                (86,099)

      Total Liabilities and Stockholders' Deficit             $       32



























The accompanying notes are an integral part of these financial statements.
                                                              F-3

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
               (FORMERLY GULFSTAR INDUSTRIES, INC.)
                        AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS




                                                      For          For
                                                    the Year     the Year
                                                     Ended        Ended
                                                  September 30, September 30, 
                                                       1998         1997   
                                                                 (Unaudited)

Contract Revenues Earned                            $       - $  967,260
Other Income                                                -          -

  Total Revenue                                             -    967,260

Cost of contract revenues earned                            -    823,028

Gross Profit                                                -    144,232

Operating Expenses
  Selling and administrative expenses                  45,527    174,383
  Depreciation and amortization                             -     28,896
  Interest expense                                          -     32,386
  Provision for bad debts                                   -      2,000

Loss from operations                                  (45,527)   (93,433)

Cancellation of indebtedness income                 1,061,712          -

Loss from discontinued operations of Florida
  environmental subsidiary including $1,101,929      
  of impairment of goodwill, $38,946 of bad
  debts, $16,403 abandonment of fixed assets,
  $196,132 cancellation of indebtedness income
  and $213,961 loss from operations during the
  phase out period                                          - (1,136,162)

Loss from discontinued operations of Texas
  engineering consulting subsidiary including
  $492,590 of impairment of goodwill, $113,359
  of bad debts, $1,151,092 abandonment of data
  base and fixed assets, $28,997 depreciation
  and amortization, $1,556,981 cancellation of
  indebtedness income and $144,576 loss from
  operations during the phase out period                    -   (231,277)

Income (loss) before taxes                          1,016,185 (1,460,872)

Benefit from (provision for) income taxes                   -          -

      Net (Loss)                                   $1,016,185$(1,460,872)

Income (loss) per share                             $     2.77  $  (3.98)

Weighted average shares outstanding                   367,255    367,255








The accompanying notes are an integral part of these financial statements.
                                                              F-4
<PAGE>
                   MEDIA VISION PRODUCTIONS, INC.  
      (FORMERLY GULFSTAR INDUSTRIES, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM OCTOBER 1, 1996 THROUGH SEPTEMBER 30, 1997 (UNAUDITED) AND
           OCTOBER 1, 1997 THROUGH SEPTEMBER 30, 1998
          (EFFECTIVE DATE OF APPROVAL OF THE COMPANY'S
            PLAN OF REORGANIZATION UNDER CHAPTER 11)




                                    Common Stock        Preferred Stock
                                  Shares     Amount     Shares     Amount  

Balance, October 1, 1996       9,509,123  $  304,292    75,000  $ 750,000

Recision of contingent common
 stock from prior acquisition   (357,133)    (11,428)        -          -
 (Unaudited)

Recision of common stock for
 services (Unaudited)            (45,625)     (1,460)        -          -

Net loss for year ended
  September 30, 1997
  (Unaudited)                          -           -         -          -

Balance, September 30, 1997
  (Unaudited)                  9,106,365     291,404    75,000    750,000

Cancellation of preferred
 shares for conversion to
 common stock on one to one
 basis                            75,000       2,400  (75,000)   (750,000)

Reverse split of 1 new share  (9,181,365)   (293,804)       -           -
 of common stock for each 25
 prior shares of common stock
 and change of par value to 
$.80                             367,255     293,804        -           -

Issuance of common stock for
 the cancellation of
 indebtedness pursuant to plan
 of reorganization                30,970      24,632        -           -

Retained deficit prior to re-
 organization charged to
 additional paid in capital            -           -        -           -

Net income for year ended
  September 30, 1998                   -           -        -           -

Balance, September 30, 1998      398,045  $  318,436  $     -      $    -















The accompanying notes are an integral part of these financial statements.
                                                              F-5

<PAGE>




                                        Retained
                                        Deficit
                                       Subsequent
                                        to Quasi-
                        Quasi-        Reorganization
      Additional     Reorganization        and
       Paid In         (10-1-93)      Reorganization
       Capital         Adjustment      (of 7-22-97 )         Total  

     $3,314,934     $  (59,033)         $(3,793,733)    $  516,460


       (131,426)             -                    -       (142,854)



        (16,790)             -                    -        (18,250)



              -              -           (1,460,872)    (1,460,872)


      3,166,718        (59,033)          (5,254,605)    (1,105,516)


        747,600              -                    -              -

              -              -                    -              -


              -              -                    -              -






        (21,400)             -                    -          3,232



              -              -            1,016,185      1,016,185


     (4,211,354)        59,033            4,152,321              -

     $ (318,436)     $       -           $  (86,099)    $  (86,099)















The accompanying notes are an integral part of these financial statements.
                                                              F-6
<PAGE>
                MEDIA VISION PRODUCTIONS, INC.  
     (FORMERLY GULFSTAR INDUSTRIES, INC.) AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS





                                                       For the Years Ended
                                                          September 30,
                                                        1998         1997   
                                                                  (Unaudited)
OPERATING ACTIVITIES
  Cash Flows From (Used In) Operating Activities:
    Net loss                                        $1,016,185 $  (93,433)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
    Depreciation and amortization                            -     28,896
    Expense reduction via recision of common stock           -    (18,250)
    Provision for bad debts                                  -      2,000
    Cancellation of indebtedness income             (1,061,712)         -
    Decrease (increase) in accounts receivable               -    (60,716)
    Increase in accounts payable and accrued
      expenses                                          45,430    160,090
    Increase in accrued interest                             -     32,386
         Net cash from (used in) operating activities      (97)    50,973

DISCONTINUED OPERATING ACTIVITIES:
  Cash Flows (Used In) Discontinued Operating
   Activities:
   Net loss                                                  - (1,367,439)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                            -     28,997
    Provision for bad debts                                  -    152,305
    Loss on assets disposed                                  -  1,167,495
    Impairment losses                                        -  1,594,519
    Cancellation of indebtedness                             -  1,616,552
    Decrease (increase) in contracts in progress             -  1,493,814
    Decrease (increase) in accounts receivable               -    720,491
    (Increase) decrease in other receivables and
      escrow deposits                                        -    304,212
    (Decrease) increase in contracts payable                 - (1,493,814)
    (Decrease) increase in accounts payable and
      accrued expenses                                       - (1,037,529)
      Net cash (used in) discontinued operating
        activities                                           -    (52,501)

Net (decrease) in cash and cash equivalents                (97)    (1,528)

Cash and cash equivalents, beginning of year               129      1,657

Cash and cash equivalents, end of year              $       32 $      129















The accompanying notes are an integral part of these financial statements.
                                                              F-7

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation (September 30, 1997 - Unaudited)

     The accompanying consolidated balance sheet at September 30, 1997 and the
     related statements of income, cash flows and stockholders' equity for the
     year then ended is unaudited.  In the opinion of the Company's management
     these reflect all adjustments necessary for a fair presentation of the
     results for the unaudited period.  Specifically, insufficient information
     was available for certain accounting records of the discontinued
     subsidiaries to be audited, which provided a scope limitation beyond the
     control of management, and the Company's independent accountant informed
     the Company that the compiled financial statements for September 30, 1997
     was the highest level of service that they could provide under the
     circumstances.  The Company believes the September 30, 1997 financial
     statements satisfy the filing requirements, under these circumstances, in
     reliance upon Exchange Act Rule 12B-21 as they represent the best and most
     current financial information that the Company has at this time.

     Nature of Business

     Gulfstar Industries, Inc. (the "Company") was originally incorporated
     under the laws of the State of Delaware on December 3, 1986 as Flair
     Communications, Inc.

     After the completion of its public offering in August of 1987 as Flair
     Communications, the Company went through management and operational
     changes and on October 1, 1993 underwent a quasi-reorganization.

     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.  The Company issued 1,491,032 restricted
     shares of the Company's common stock in exchange for all of the issued and
     outstanding common shares of Tier of Florida.  During the year ended
     September 30, 1997 (Unaudited) this subsidiary discontinued operations and
     was administratively dissolved by the State of Florida on September 26,
     1997.

     On September 29, 1994 the Company changed its name to Tier Environmental
     Services, Inc. to reflect the above-mentioned merger.

     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.  The Company issued Seventy Five
     Thousand (75,000) shares of convertible preferred stock at a par value of
     Ten Dollars ($10) per shares, Seven Hundred Fifty Thousand (750,000)
     shares of common stock pursuant to SEC Rule 144, as well as cash and debt
     of $1,220,000 to the shareholders of PTS, in exchange for all the issued
     and outstanding stock of PTS.

     In February 1996, the Company changed its name to Gulfstar Industries,
     Inc.

     During the year ended September 30, 1997 (Unaudited) the PTS subsidiary
     discontinued operations and the subsidiary recorded losses on the
     abandonment of a project in Mexico, offset by liabilities directly
     associated with this project as well as the impairment of fixed assets and
     goodwill offset by liabilities directly associated with these assets
     including liabilities it had recorded to a shareholder pursuant to APB16,


                                                              F-8

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)
                                


     accounting for the acquisition of a subsidiary utilizing the purchase
     method.  Certain administrative liabilities remained as of September 30,
     1997.

     On July 22, 1998 the PTS subsidiary filed a voluntary petition for
     complete liquidation under Chapter 7 of the bankruptcy code in the middle
     district of Florida, Tampa Division.  On July 27, 1998 the court set a
     date for a meeting of creditors of August 19, 1998 and a deadline for
     filing proof of claims of November 17, 1998.  The Company anticipates
     approval and confirmation of the petition at which time no liabilities,
     other than the same $40,000 of post petition liabilities from the
     reorganization plan of the Company in its chapter 11 petition, will
     survive that proceeding.

     Reorganization under Bankruptcy Proceedings

     In July 1997, the Company filed a petition under Chapter 11 of the
     Bankruptcy laws.  This generally delays payment of liabilities incurred
     prior to filing the petition while the Company develops a plan of
     reorganization that is satisfactory to its creditors and allows it to
     continue as a going concern (see Note 2).  The carrying amounts of assets
     and liabilities are unaffected by the proceedings, but liabilities are
     presented according to the status of creditors for the year ended
     September 30, 1997.  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 Media Visions
     Productions, 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 (See
     Note 10) and the post petition liabilities allowed and claims exceed the
     carrying value of assets.  Therefore the Company has adopted the fresh-
     start approach for accounting purposes and retained deficits prior to
     September 30, 1998 have been charged to additional paid in capital.

     In February 1996, the Company changed its name to Gulfstar Industries,
     Inc.  On January 4, 1999, pursuant to the plan of reorganization and plan
     of merger the company changed its name to Media Vision Productions, Inc.

     Acquisition and Discontinuation of Tier Environmental Services, Inc.

     On September 26, 1994 Gulfstar Industries, Inc. acquired all of the common
     stock of Tier Environmental Services, Inc. through an acquisition and
     redemption by Tier Environmental Services, Inc. of its common stock
     totaling approximately $2,982,400 in value, exclusive of acquisition
     costs.  Tier's principal business is to provide environmental remediation
     services in the State of Florida, at petroleum contaminated sites
     designated by the State of Florida as sites subject to authorized
     reimbursement under the Inland Protective Trust Fund.  The acquisition was
     accounted for as a purchase in accordance with Accounting Principles Board
     Opinion No. 16.  The agreement also called for the additional issuance of
     Gulfstar stock to Tier shareholders if the Company spun off a former
     subsidiary, which in turn the Company did on September 25, 1995.  As such,
     the Company was required to issue an additional 357,133 shares which were
     included in the balance sheet and valued at $142,855 for the balance sheet
     at September 30, 1996.  For the year ended September 30, 1997, the Company
     rescinded these amounts, reducing the carrying amount of the goodwill from
     this transaction by the same $142,855.  The excess (approximately
     $2,845,220) of the total acquisition cost over the recorded value of
     assets acquired was allocated to goodwill and was being amortized over 20
     years.  After reviewing the carrying value at September 30, 1996 over one

                                                              F-9

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



     half of the unamortized balance was written off to impairment loss due to
     the uncertainty of the effect of the change in the Florida program will
     have on the Company.   During the year ended September 30, 1997
     (Unaudited) the subsidiary discontinued operations and the remaining
     carrying value was recorded as an impairment loss. The statement of
     operations includes Tier's results of operations for the year ended
     September 30, 1997 (Unaudited).  During that year, the Tier subsidiary
     recorded losses on the abandonment of all the assets including the
     permanent impairment of goodwill of this subsidiary which was offset by
     income from the cancellation of indebtedness due to insolvency.  As of
     October 1, 1997 no activity of this former subsidiary are included in the
     financial statements.

     Acquisition costs aggregating $250,000 ($75,000 in 1995 and $175,000 in
     1994) had been capitalized as a result of this acquisition.  Additional
     acquisition costs aggregating $340,000 and $516,250 were charged to
     additional paid in capital in 1995 and 1994 respectively.  Such
     capitalized acquisition costs related to the financing costs associated
     with the acquisition, which represent premiums paid to a finance company
     to assist the funding of these projects and were being amortized over 5
     years.  Due to the change in the funding method of this program the
     balance of these acquisition costs which related to the funding method
     were written off at September 30, 1996 and is included in impairment loss
     for that year.

     Acquisition and Discontinuation of Plant Technical Services, Inc.

     Plant Technical Services, Inc. was engaged in the professional engineering
     business, providing consulting, design, start-up support, operation,
     maintenance, contract personnel and construction management service to
     technical industries throughout the United States.

     On September 29, 1995 Gulfstar acquired all of the common stock of Plant
     Technical Services, Inc. (PTS) through an acquisition and redemption by
     PTS of its stock with the issuance of 750,000 shares of Gulfstar common
     stock, 75,000 shares of Gulfstar $10.00 preferred stock and cash and notes
     of $1,220,000, exclusive of acquisition costs.  The acquisition was
     accounted for as a purchase in accordance with Accounting Principles Board
     Opinion No. 16.  The excess (approximately $1,277,000) of the total
     acquisition cost over the recorded value of assets acquired was allocated
     $500,000 to a proprietary database PTS developed which is being amortized
     over seven years and $571,144 (which has been reduced by $199,006 for the
     accrued loss on a long term contract net of a $6,772 deferred tax benefit)
     to goodwill which was being amortized over 20 years. 
     
     During the quarter ending March 31, 1997 the Texas subsidiary made the
     determination to cease operations which it did so on approximately May 20,
     1997 (Unaudited).

  Principles of Consolidation

  The accompanying consolidated balance sheet as of September 30, 1998
  includes the accounts of the Company and the $40,000 of post petition
  liabilities recorded on the Company's books from the PTS subsidiary.  The
  statement of operations for 1997 includes Media Vision Productions, Inc.
  (formerly Gulfstar Industries, Inc.); the Tier subsidiary and the PTS
  subsidiary.  The statement of operations for 1998 includes Media Vision
  Productions, Inc. and the effect of the final liquidation of the PTS
  subsidiary.



                                                             F-10

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



  All significant intercompany accounts and transactions have been
  eliminated.

  Restatement and Reclassification of Financial Statement Presentation

  On October 1, 1993, by unanimous consent of the board of directors, which
  at the time represented a majority of the shareholders of the Company, the
  Company spun off all of its subsidiaries except for MBT Associates; a
  subsidiary in which the acquisition was subsequently rescinded; and as of
  that date recorded a quasi-reorganization adjustment.

     Revenue Recognition

     During the year ended September 30, 1997, the Company's primary revenues
     were derived mainly from engineering placement services, and were based
     upon standard billing rates charged by the hours worked.  Corresponding
     expenses were recorded for all hours included in revenue.

     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.  During the year ended September 30, 1997
     (unaudited) the company recorded abandonment losses in the discontinued
     operations of its two subsidiaries.

     Long-lived Assets

     Long-lived assets are reviewed for impairment whenever events or changes
     in circumstances indicate that the carrying amount may not be recoverable. 
     If the sum of the expected future undiscounted cash flows is less than the
     carrying amount of the asset, a loss is recognized for the difference
     between the fair value and carrying value of the asset.  During the year
     ended September 30, 1997 the company recorded the total impairment of
     goodwill in the discontinued operations of both its subsidiaries and
     abandonment loss on the data base in the PTS subsidiary.

  Goodwill

  Goodwill is the excess of the purchase price over the fair value of net
  assets acquired in business combinations accounted for as purchases. 
  Goodwill is amortized on a straight-line basis over 20 years.  Goodwill is
  reviewed for impairment whenever events or changes in circumstances
  indicate that the carrying amount may not be recoverable.  If the sum of
  the expected future undiscounted cash flows is less than the carrying
  amount of the goodwill, a loss is recognized for the difference between
  the fair value and carrying value of the goodwill.  During the year ended
  September 30, 1997, the company recorded the total impairment of goodwill
  due to the discontinuance of activity in its subsidiaries.


                                                             F-11

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



  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 and were
  reflected at the post-petition value at September 30, 1998.

                              Income Taxes

  SFAS No. 109 "Accounting for Income Taxes" was issued by the Financial
  Accounting Standards Board in February, 1992.  SFAS No. 109 requires the
  asset and liability method of accounting for income taxes.  Under this
  method, deferred income taxes are recognized for the tax consequences of
  "temporary differences" by applying enacted statutory tax rates applicable
  to future years to differences between the financial statement carrying
  amounts and the tax basis of existing assets and liabilities.  The Company
  adopted SFAS No. 109 for the year ended September 30, 1994 and all periods
  thereafter.

  Economic Dependence

  The Company was dependent upon a secured creditor, not demanding payment
  on its demand note, which the creditor is a corporation affiliated with a
  stockholder and director of the Company.  Subsequent to the Chapter 11
  reorganization, no liabilities remained this shareholder.

  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 statement and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from these
  estimates.

  Significant estimates included in the financial statements include the
  value ascribed the consideration of the Company's stock issued in
  connection with the acquisition of Tier in September, 1994 as well as the
  contingent shares issued in September 1995, the value ascribed to the
  Company's stock issued in connection with the acquisition of PTS in
  September, 1995, and the corresponding impairment losses for both
  subsidiaries recorded for the year ended September 30, 1997.














                                                             F-12

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



  Accounts payable and accrued expenses

  Accounts payable and accrued expenses have been adjusted to reflect post
  petition values and consisted of the following at September 30, 1998:

           Administrative (expenses) (to be paid by
              Acquiror pursuant to plan of reorganization)      $ 31,093

           Accrued 401K Contributions (to be paid by
              Acquiror pursuant to plan of reorganization         40,000

           Advanced Expenses (which have already been paid by
              Acquirior pursuant to plan of reorganization)       15,038

                                                                $ 86,131

     Earnings Per Share

     Earnings per share amounts are computed based on the weighted average
     shares outstanding plus shares that would be outstanding assuming
     conversion of the preferred stock which are considered common stock
     equivalents.  For the 1997 (Unaudited) earning per share included in the
     statement of operations, the weighted average was computed as if the
     rescissions were recorded on the first day of the period.  The 1998
     earnings per share (and 1997 unaudited) were restated to reflect the 1 for
     25 split pursuant to the plan of re-organization, effective at the
     beginning of both periods.

      Supplemental Information - Statement of Cash Flows

                                                    For the Years Ended
                                                      September, 1998
                                                      1997        1998  

      Interest Paid                               $      0    $      0

      Income Taxes Paid                           $      0    $      0

Schedule of Non Cash Investing and Financing Activities:
                                                  
                                                     For the Years Ended
                                                         September 30,
                                                      1998           1997   
                                                                  (Unaudited)
      Rescission of 357,133 contingent shares of
        common stock issued to "Tier" shareholders                 $ 142,854

      Rescission of 45,625 shares issued for services
        previously charged to operating expenses                   $  18,250

      Income from the cancellation of unsecured
        notes payable of the "Tier" subsidiary                     $ 136,561

      Cancellation of preferred stock credited to
        additional paid in capital                  $ 750,000

      Reclassification of liabilities to common
        stock pursuant to plan of reorganization    $   3,232




                                                             F-13

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



NOTE 2 - PLAN OF REORGANIZATION

     As stated in Note 1, the Company Media Vision Productions, Inc. (formerly
     Gulfstar Industries, Inc. and Subsidiaries) has filed a petition under
     Chapter 11 of the Bankruptcy laws.  The significant petition proposals
     divide prepetition liabilities into two categories:

     - Class II consisted of unsecured obligations totaling $53,111.  The
     obligees will be impaired to the extent that they will not be paid the
     full amount owed them, and will receive one share of post reverse split
     common stock for every $30 of the amount in which the holder has an
     approved claim.

     - Class IV consisted of equity security holders and related party lenders
     in the amount of $812,649 and 75,000 preferred shares.  The security
     holders will be impaired to the extent that they will not be paid the full
     amount owed them, and will receive one share of post reverse split stock
     for every $30 of the amount in which the holder has an approved claim. 
     Preferred shareholders shall receive one common share for each preferred
     share, prior to the reverse split of shares pursuant to the plan of
     reorganization.

     As a result of the above, $3,232 was recorded as common stock for the
     issuance of 30,970 shares based upon the OTC trading price at the time of
     conversion, and the balance of these liabilities were recorded as
     cancellation of indebtedness income during the year ended September 30,
     1998.  Additionally, the plan of reorganization provided for the
     shareholders as of the date of the reorganization to receive 1 share of
     "new" common stock for each 25 shares of "prior" common stock or 367,225
     "new" shares for the 9,181,365 "old" shares including 75,000 shares of
     preferred stock as converted, previously outstanding.

     Additionally, the Plan proposed the repayment of $40,000 of liabilities to
     a 401K plan and creditors with accepted proof of claims shall receive one
     share for every $30 of the amount in which that holders has an approved
     claim.  As stated in Note 1, the Plan as confirmed became effective on
     January 4, 1999.  The effects of the approval are reflected in the
     financial statements as of September 30, 1998.

NOTE 3 - CAPITAL STOCK

     Common Stock

     In December 1986 the Company authorized 3,000 shares and issued 1,000
     shares of no par common stock.  In 1987 the Company also sold 10,000 units
     of common stock and warrants in a public offering, which after giving
     effect to splits increased the outstanding shares of the Company to
     3,625,000 and the authorized shares to 10,000,000 with a par value of
     $.004.

     After additional issuances of stock from 1987 through 1993, and after
     adjusting for the effect of an eight to one reverse split recorded on
     September 22, 1994, the Company had 1,844,776 shares outstanding on
     October 1, 1993 with a par value $.032.  On this date, additional paid in
     capital was charged with retained deficit amounts other than par value
     pursuant to the quasi-reorganization discussed in Note 1.






                                                             F-14

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



     During 1994, the Company sold 350,000 shares in an overseas offering which
     generated gross proceeds of $700,000 to the Company.  Direct offering
     costs of $129,237 were incurred bringing net proceeds to the Company of
     $570,763.

     In connection with services rendered with the above transaction and the
     acquisition discussed in Note 1, the Company issued 341,182 shares of
     stock for services valued at $682,364.  A corresponding charge to
     additional paid in capital for the same amount was recorded.

     In 1994, in connection with the Company's acquisition of TIER
     Environmental Services, Inc. (Florida) the Company issued 1,491,032 shares
     of common stock as discussed in Note 1.  These shares are subject to the
     restrictions of SEC rule 144.

     In 1995 the Company sold 625,000 shares in an overseas offering which
     generated gross proceeds of $918,613 to the company.  Direct offering
     costs of $147,700 were incurred bringing net proceeds to the Company of
     $770,913.

     In 1995 the Company issued 2,155,000 shares of common stock for services
     in connection with the overseas offerings and the acquisition of PTS
     discussed in Note 1.  These shares were valued at $1,551,600 and a
     corresponding charge to additional paid in capital for the same amount was
     recorded.

     In connection with the acquisition of TIER of Florida discussed in Note 1,
     357,133 shares of common stock were to be issued to the shareholders of
     TIER in 1996. These shares were rescinded effective the first day of the
     fiscal year ended September 30, 1997.

     In 1996 and 1995 the Company issued 110,000 and 485,000 shares of common
     stock for services which were charged to operating expenses, respectively. 
     During the fiscal year ended September 30, 1997, 45,625 of these shares
     were recorded.

     The Company sold 1,000,000 shares in January and February 1996 in an
     overseas offering which generated gross proceeds to the company of
     $234,000.  Direct offering costs of $35,100 were incurred bringing net
     proceeds to the Company of $198,900.

     Reserved shares 

     In connection with the acquisition of TIER, discussed in Note 1, 357,133
     shares of common stock became due during 1995.  These shares, if and when
     issued, will be subject to restriction under SEC rule 144 and have been
     treated as outstanding as of September 30, 1996 and had yet to be issued. 
     These shares were rescinded, effective October 1, 1996, in connection with
     the discontinuance of this subsidiary during the quarter ending December
     31, 1996.

     In connection with the plan of reorganization, the company objected to the
     claim of the prior shareholder of the PTS subsidiary, and as discussed in
     Note 6, 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.





                                                             F-15
<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



     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
     acquisition of PTS, the Company issued 75,000 shares which are convertible
     into common stock on a one to one basis.

NOTE 4 - TRANSACTIONS WITH RELATED PARTIES

     During the year ending September 30, 1996, $44,419 was charged to
     operations based upon the value ascribed to 110,000 shares which were
     issued to a law firm and a consultant for services performed during the
     period. During the year ended September 30, 1997.

     Included in amounts due to related parties at September 30, 1996 for
     expenses advanced by a company affiliated with a stockholder and director
     of the company was $754,399 and $9,000 advanced from a corporate
     stockholder.  Other than the $9,000 from the corporate stockholder, these
     amounts bore an interest rate of prime and were due upon demand.  On July
     22, 1997 these amounts totaled $812,649 and $9,000 respectively, and these
     were discharged during the year ended September 30, 1998 for 27,088 shares
     and no shares, pursuant to the plan of reorganization as confirmed,
     respectively.

     Note payable to stockholder (the former sole stockholder of PTS) includes
     $7,145 of a non-interest bearing instrument.  Additionally, this note had
     been reduced by amounts reserved for the anticipated loss on long term
     contract and $918,944 remains which represents the balance on the
     acquisition note after such reduction, bearing interest at 8%.  $72,760 of
     interest was accrued on this note and is included in interest expense and
     accrued expenses for the year ending September 30, 1996.

NOTE 5 - 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.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     The Company's Tier subsidiary was a defendant in various lawsuits from
     vendors who are seeking moneys which are payable, by the State of Florida,
     for services related to the assessment and clean-up of petroleum
     contamination.  The services for which payments are sought are generally
     authorized for reimbursement pursuant to legislative enactments.  The
     lawsuits have mostly resulted from the State of Florida delaying payments
     and by eliminating the payment of interest.  The Company had been
     successful in eliminating similar lawsuits as its "funding packages" are
     factored, as discussed in Note 10 and submitted to the State of Florida. 
     
     The Company's Tier subsidiary was also a defendant in four cases not
     related to reimbursement from the State of Florida.  These cases involve
     allegations of direct debts of the Company.  The original debts of the
     plaintiff's have been recorded on the Company's financial statements.  The
     management of the Company was negotiating to resolve these cases, and with
     the discontinuance of this subsidiary and the administrative dissolution


                                                             F-16
<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



     by the State of Florida on September 26, 1997, these amounts were included
     as income from the cancellation of indebtedness during the year ended
     September 30, 1997.  No claims were made by the investors in the
     bankruptcy proceeding of the parent company.

     The Company's subsidiary PTS has various claims and pending actions
     incident to the business operations of the Company including equipment
     delivered for the Mexican project.  One supplier obtained a judgement of
     $388,904, which is included in the amounts already recorded as payables
     for this project.  During the year ended September 30, 1997, the company
     discontinued the PTS subsidiary and liabilities for the Mexican project
     were recorded as a reduction of the loss on the abandonment of the Mexican
     project.  Additionally, on July 22, 1998 the PTS subsidiary filed a
     voluntary petition for complete liquidation under Chapter 2 of the
     Bankruptcy Code, and as such no liabilities are expected to survive that
     proceeding.

     The Company's subsidiary PTS had entered into an employment agreement with
     its President for a period of five years beginning September 29, 1995 that
     provides for a minimum annual salary of $150,000 and also benefits,
     performance bonuses and a commission of 1% of the purchase price on all
     acquisitions completed on behalf of the Company.  The Company terminated
     the president in May of 1996 and is involved in litigation with their
     former president.  The former president is seeking salary under the terms
     of the employment agreement and under a cross complaint the Company is
     seeking a reduction in the note payable, pursuant to its lawsuit which
     among other things alleges breech of contract, failure to disclose a
     pending lawsuit as well as misrepresentation of financial conditions. 
     During the year ended September 30, 1997 the company discontinued
     operations of its PTS subsidiary and recorded the cancellation of all
     liabilities to this shareholder.  The former president filed a motion for
     rehearing or reconsideration of the confirmation and an order was entered
     on September 22, 1998 denying this motion finding this request as well as
     the record was without merit.  The former president has appealed this
     decision.  The Company has recorded no liabilities as it is expected this
     appeal will be dismissed.  In the unlikely event that the former president
     should prevail in any or all of its claims against the company, the
     company has reserved 58,833 of "new" shares, which represents the maximum
     amount of shares the former president would be entitled to under the plan
     of reorganization.

     The Company's subsidiary PTS had also entered into an employment agreement
     with its Vice President for a period of three years commencing September
     29, 1995 that provides for annual compensation of $72,000 plus benefits
     and an option to purchase common stock of the Company valued at $100,000
     issued in the form of a warrant.

     In connection with the spin off of its MBT subsidiary discussed in Note 1,
     the Company subsequently became aware of the possibility of financial
     improprieties and potential misstatements in financial statements
     previously issued.  The Company has initiated a lawsuit against the former
     president of this subsidiary to whom the other subsidiary had been spun
     off to.  The suit alleges, amongst other items, that the president did not
     make available financial information as required in its agreement to the
     parent company.  The Company is seeking $5,000,000 in damages, in a
     lawsuit filed in Florida.  Both the former president and the former
     subsidiary corporation have defaulted and the Company is proceeding to
     obtain a default judgement against them.  The Company cannot at this time
     reasonably predict whether it will be able to collect this judgement.



                                                             F-17

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



NOTE 7 - INCOME TAXES

     Provision for income taxes relating to the company's Tier subsidiary
     consists of the following:
                                                         1998        1997  
                                                                 (Unaudited)
           (Income tax expense) benefit from taxes
            - deferred                                $      -   $      -

  Provision for income tax differs from income tax expense that would result
  from applying domestic statutory rates to pretax income from continuing
  operations as follows:
                                                     1998        1997  
                                                              (Unaudited)

           Effect of non-deductible expenses        $      -   $      -
           Deferred tax effects of temporary
             differences                                   -          -
           (Provision for) benefit from income
             taxes                                  $      -   $      -


  Deferred taxes consist of the following at September 30, 1998:

                                                     1998        1997  
                                                              (Unaudited)

           Total deferred tax assets              $   29,270      $1,148,016
           Less:  valuation allowance                (29,270)     (1,148,016)
                                                           -               -
           Total deferred tax liabilities                  -               -
           Net deferred tax liability             $        -      $        -

  Deferred tax assets and liabilities are attributable to temporary
  differences relating to accounts receivable and accounts payable that
  arise primarily because one of the Company's subsidiaries is on a cash
  basis for federal income tax purposes.  The other subsidiary has deferred
  tax assets which are attributable to temporary differences relating to the
  anticipated loss on long term contracts.  The approximate tax affects of
  these temporary differences are reflected in the figures for total
  deferred tax assets and total deferred tax liabilities above.  In
  addition, the Company has net operating loss carryovers of approximately
  $5,079,000 available to offset taxable income on July 22, 1997.  At the
  effective date of the reorganization discussed in Note 1, (September 30,
  1998 for accounting purposes); the Company had available net operation
  loss carryforwards of $5,079,000 for which the tax benefits will be
  reported as a direct addition to contributed capital if the tax benefits
  are recognized in a subsequent year.  Deferred tax assets are provided on
  net operating loss carryforwards for tax purposes after the
  reorganization; or $86,099, which have arisen subsequent to the
  reorganization of the 7-22-97.

  As a result of the merger discussed in Note 10, the utilization of these
  net operating losses will be substantially limited annually due to the
  change in control arising from the merger.

NOTE 8 - DEFINED EMPLOYEE CONTRIBUTION PLANS

     Effective May 1, 1990, the Company's PTS subsidiary adopted the Comerica
     Bank-Texas Profit Sharing and 401(k) Master Defined Contribution Plan and
     Trust.  All employees were eligible for participation.  The Company may

                                                             F-18

<PAGE>
                 MEDIA VISION PRODUCTIONS, INC.
      FORMERLY GULFSTAR INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited for the year ended September 30, 1997)



     make matching contributions equal to the participant's eligible
     contributions, which may not exceed 5% of the participant's compensation
     for the plan year.  No matching contributions to the plan were made during
     the years ending September 30, 1997.  In connection with the
     discontinuance of the PTS subsidiary and the bankruptcy of this subsidiary
     and the plan of reorganization of the Company, the acquiror has agreed to
     deposit approximately $40,000 within six months after the plan of
     reorganization for any contribution shortfalls, after which the company
     has no further obligations under this plan.

NOTE 9 - NOTES PAYABLE

     Notes payable consisted of the following at September 30, 1996:

          Note payable, 8% interest, originally due
            December 1, 1994, unsecured and in arrears          $  48,000

          Note payable, 9% interest, originally due
            December 23, 1993, unsecured and in arrears            25,000

          Note payable, 9% interest, originally due
            November 18, 1993, unsecured and in arrears            33,000

          Note payable, 8% interest, originally due
            December 22, 1994, unsecured and in arrears            30,561

                                                                $ 136,561

     During the year ended September 30, 1997, the company discontinued
     operations and was administratively dissolved and as such recorded the
     cancellation of these notes as income which offset the abandonment losses
     in this subsidiary.  No obligations from these notes survived the plan of
     reorganization which became effective on January 4, 1999.

NOTE 10 - SUBSEQUENT EVENTS

  On January 4, 1999 the company's plan of reorganization became effective,
  as confirmed on September 2, 1998 and pursuant to that plan the company
  entered into a plan of merger with Media Vision Properties, Inc. and the
  company changed its name to Media Vision Productions, Inc.  The agreement
  provides for the exchange of 1 share of Media Vision Productions, Inc.
  (the company) for each share of Media Vision Properties, Inc.  It is
  anticipated that up to 4,500,000 shares of the Company's stock will be
  issued the shareholders of Media Vision Properties, Inc. to effect this
  exchange.

  Additionally, for purposes of accounting going forward, Media Vision
  Properties, Inc. (Subsidiary) will be considered the acquiror and the plan
  of reorganization provides for the acquiror to pay certain accrued
  expenses as noted in Notes 1 and 2.












                                                             F-19

<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.

  (a)  Directors and Officers.  The following schedule sets forth the name
of each director and officer of the Company and the nature of all positions, and
offices with the Company presently held by them during the fiscal year ended
September 30, 1997.  Each director and officer, except Amin Bishara who was
appointed temporarily to fill a vacancy, has been elected until the next annual
meeting of shareholders of the Company, or until his successor shall have been
elected and qualified.  As part of the acquisition agreement with Plant 
Technical Services, Inc., of Texas, some of the previous directors have 
resigned and new directors have been appointed in their place as of September 
30, 1996.

  The executive officers and directors of the Company are as follows:

Name                       Age            Position Held

Warren Douglas Cattanach   54             Director and Officer
                                          (resigned December, 1996)

George E. Fiske            63             Director and Officer
                                          (resigned January, 1997)

Amin T. Bishara            54             Director (Temporary)
                                          (terminated May, 1996)

Frank Corris               52             President of Plant
                                          Technical Services, Inc.
                                          (resigned May, 1997)

William O'Callaghan        58             Outside Director

Martin Sportschuetz        38             Outside Director

Jochen Brenner             33             Outside Director
                                          (resigned July, 1997)

     Warren Douglas (Doug) Cattanach, had been the President and CEO of Tier of
Florida since January of 1994.  He had served as Vice President and Construction
Coordinator of Tier since June of 1992.  Previous to that position was the Vice
President, Chief Estimator and Project Manager of the Greater Bay Construction
Company, where he was involved in commercial construction projects of up to 
$5m. His experience as Project Coordinator and General Manager was gained while
working for Innovative Remodeling and Design, Inc.; Soltesz/Brandt Development
Corporation; and Chattan Development Corporation, during the period from June
1989 until September 1991.  On December 26, 1996, Mr. Cattanach resigned as
president of Tier of Florida.

     Amin T. Bishara joined the Company as a temporary Director on September 27,
1995, pending stockholder approval, as part of the acquisition and merger
agreement with Plant Technical Services, Inc.  Mr. Bishara was the majority
shareholder of PTS and originally stayed on as the President of the subsidiary
and was assigned a seat on the Board of Directors.  On May 19, 1996 Mr. Bishara
was terminated.  The Company is presently in litigation with Mr. Bishara.

     Martin Sportschuetz became a director in March, 1996 and represents the
interest of various German clients who have invested in the Company since 1993.

     Mr. Jochen A. Brenner became a director of the Company in connection with
the shareholders' meeting of March 15, 1996, in representation for the interest
of German clients who have been purchasing the Company's securities in the open
market since 1993. Mr.Brenner is the founder and chief executive officer of SFU 

                                10

<PAGE>
Group, Ltd. SFU manages funds for a number of other private investors, 
including investments in real estate, energy, and currency trading.  Mr. 
Brenner attended the University of Hohenheim, Stuttgart, where he studied 
economics from 1986 to 1989. Mr Brenner resigned upon the filing of the 
Company's voluntary Petition for Bankruptcy under Chapter 11.  

Item 10.  Executive Compensation.
                                                                   Securities
                                                                   of 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

Officers and Directors
  as a group                                      $       0         0

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 September 30, 1998.

                                      Amount and Nature of      Percentage of
Name and Address                      Beneficial Ownership       Class Owned

Warren Douglas Cattanach                        609,250            7.09%

Amin T. Bishara                                 750,000            8.73%


     All officers and directors as a group own 1,359,250 or 15.82% of the
outstanding shares of the Company.

Item 12.  Certain Relationships and Related Transactions.

     During the year ended September 30, 1996, $44,419 was charged to operations
based upon the value ascribed to 110,000 shares which were issued to a law firm
and a consultant for services performed during the period. During the year ended
September 30,1997, $18,250 was treated as a reduction of operating expenses as
a result of the rescission of 45,625 of these shares. 

     Included in amounts due to related parties at September 30, 1997 for
expenses advanced by a company affiliated with a stockholder and director of the
company was $812,659 and $9,000 advanced from a corporate stockholder.  Other
than the $9,000 from the corporate stockholder, these amounts bear an interest
rate of prime and are due upon demand. No amounts remaining as of September
30,1998.

     Note payable to stockholder (the former sole stockholder of PTS) includes
$7,145 of a non-interest bearing instrument.  Additionally, this note has been
reduced by amounts reserved for the anticipated loss on long term contract and
$918,944 remains which represents the balance on the acquisition note after such
reduction, bearing interest at 8%.  The company commenced litigation with this
shareholder and during the fiscal year ended September 30, 1997 these notes were
recorded as cancellation of indebtedness income in connection with the
discontinuation of the PTS Subsidiary.







                                11

<PAGE>
                             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
(3a)*          Articles of Incorporation, as amended
(3b)*          By-laws, as amended
(4)*           Specimen of Common Stock certificate
(101)*         Agreement and merger plan between Tier Environmental Services,
               Inc. and Plant Technical Services, Inc.
(10m)*         Employment Agreement with:
               (a)  Amin Bishara
               (b)  Frank Corris
(12)*          Agreement of Sale between Tier Environmental Services, Inc. 
               and MBT Associates, Inc.


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













































                                12

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



                                   GULFSTAR INDUSTRIES, INC.
                          FORMERLY TIER ENVIRONMENTAL SERVICES, INC   



Dated: February 4, 1999,
and submitted with       By:/s/William O'Callaghan                 
re-assigned access codes William O'Calllaghan, Acting President
February 19, 1999

















































                                13