FORM 10-KSB/A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         _____________________________

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002

                          _____________________________



                                 eCONTENT, INC.
                                 --------------
                    (FORMERLY MEDIA VISION PRODUCTIONS, 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.)

2760 Appaloosa Trail, Wellington Florida                           33314
----------------------------------------                         ---------
   (Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (561) 835-0094

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

                                (Title of Class)


                         _____________________________


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

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

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

         Effective December 31, 2002 the Company had 29,311,697 shares of common
stock and no shares of preferred stock outstanding.





<PAGE>



                                     PART I

ITEM 1. BUSINESS.

GENERAL DESCRIPTION OF BUSINESS

         eContent,  Inc. is a fully reporting  public  company,  registered with
Standard & Poors and listed for  trading on the NASDAQ  OTC:BB  under the symbol
ETNT.

         eContent Inc. is an integrated  vertical marketing company that designs
and executes  business  development  strategies for three primary client groups;
content providers, developers, and distributors. The Company is concentrating on
building its revenue  base with  companies  that operate in three core  industry
sectors;  entertainment  and media,  film and movie  productions,  and marketing
consumer goods.

         On February 7, 2003  eContent  Inc.  completed a corporate  combination
agreement to merge with Angelbabies LLC, a California Limited Liability Company.
The terms of the agreement  require eContent to receive 100% of all Angelbabies,
LLC's  interests.  And, in exchange for the Angelbabies  interest the members of
the  limited  liability  company  will be issued  shares of  eContent  common or
preferred stock, totaling  approximately 80% of the new combination.  The number
of shares to be issued is  subject  to an  adjustment  after the  issuance  of a
fairness  opinion.  All terms and  conditions  of the  agreement  are subject to
shareholder approval.

         On February 7, 2003, pursuant to the Corporate  Combination  Agreement,
eContent appointed Daniel P. Cannon, Managing Director of Angelbabies,  as Chief
Executive Officer. Cannon's appointment was made effective immediately.

         Presently,  after  the  merger,  the  Company's  focus is to  identify,
develop,  produce,  promote  television  programs and television  specials,  and
ultimately   distribute   programming,   also  market  products  developed  from
programming  on a  project-by-project  basis.  The  consumer  products  will  be
marketed  through,  direct  response  television,  print media,  retail,  and as
premiums.


ORGANIZATIONAL BACKGROUND

         eContent, Inc., previously named Gulfstar Industries,  was incorporated
under the laws of Delaware on December 3, 1986.  Gulfstar evolved into a holding
company with two wholly owned subsidiaries,  Plant Technical Services,  Inc., an
engineering  consulting  and  placement  service  and  Tier  Environmental,   an
environmental preservation company, both of which discontinued operations in the
fiscal year ended September 30, 1997.

         On July 22, 1997,  Gulfstar filed a petition for  reorganization  under
Chapter  11 of the  Federal  Bankruptcy  Code.  On  September  2, 1998 the Court
approved a proposed plan of  reorganization,  which would be funded  through the
reverse merger of Gulfstar with Media Vision Productions, Inc.

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



                                       2
<PAGE>


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

         During  the year  ended  September  30,  2000,  the  Company  initially
recorded its investment in MPI as a consolidated  subsidiary of ETNT pursuant to
a stock  purchase  agreement  from May of 2000.  Upon the  acquisition  of a 51%
interest in MPI at that time,  the Company had a  conditional  option to acquire
the remaining 49% of MPI, with certain extensions through July 30, 2001. On July
30, 2001,  eContent let its right to complete the acquisition of MPI expire, and
subject to the return of certain shares,  the Company  forfeited any interest in
MPI.  The  level of the  Company's  working  capital,  the  effect  a  completed
acquisition  would  have on the  dilution  of the  Company's  stock,  and  MPI's
willingness to work with us on future  productions had an impact on the decision
to not to exercise the option to complete the acquisition.

         The Company has restated its financial  statements  for the fiscal year
ended  September  30,  2000  to  record  this  investment  as an  unconsolidated
subsidiary in this instant filing and during the fiscal year ended September 30,
2001 the Company  recorded a loss on the  termination  of its  investment in MPI
effective July 30, 2001 (See Part 7. F/S). Subsequent to September 30, 2001, the
Company  and  MPI  concurrently  exchanged  certain  releases  relating  to  the
preceding and entered into a preliminary program production agreement,  which in
light of all th factors the Company  considered,  gives us the most dexterity to
implement our business plan at this time.

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

         On February 7, 2003, pursuant to the Corporate  Combination  Agreement,
eContent appointed Daniel P. Cannon, Managing Director of Angelbabies,  as Chief
Executive Officer. Cannon's appointment was made effective immediately.



EMPLOYEES AND CONSULTANTS

         As of September  30, 2002,  the Company had  approximately  2 executive
consultants.



                                       3
<PAGE>

LICENSING RIGHTS

         On October 26,  1999,  eContent,  Inc.  acquired  the master  licensing
rights to Spartan Sporting Goods and Fashion.  Spartan is one of the most widely
recognized and respected  trademarks in the history of televised  sports. In the
past forty years,  an estimated 400 million  boxing fans worldwide have seen the
SPARTAN name. Spartan's major competitor EVERLAST, capitalized on its popularity
in the boxing world to build a $100 million  licensing  empire.  SPARTAN trunks,
robes and gloves have been worn by over "100 Champion Title  Holders"  including
Rocky Marciano, Muhammad Ali, Larry Holmes, George Foreman, Roberto Duran, Tommy
Hearns, Macho Camacho and Sugar Ray Leonard. In the next twelve months,  SPARTAN
will outfit over 50 boxers in fights televised by HBO, ESPN, FOX and Showtime. A
wide range of Spartan licensed  equipment and fashion is being developed for the
fast growing health, fitness and exercise markets.

ITEM 2. PROPERTIES.

         The West Palm Beach office was closed in May,  2001.  The Company plans
to open new offices in the Los Angeles area within the next quarter. The company
maintains a temporary office at 2760 Appaloosa Trail, Wellington Florida


ITEM 3. LEGAL PROCEEDINGS.

         eContent, Inc.'s predecessor had commenced an action against its former
president of its MBT  subsidiary.  On May 16,1996 we terminated the President of
the former  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. 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 were dismissed in the  reorganization.  The former  President of the
PTS  Subsidiary  appealed this decision and  effective  September 30, 2001,  the
Company recorded the settlement with the former President,  Amin Bashara for the
issuance of 91,833  shares of the Company's  common stock valued at $13,775,  as
well as the  extension of 33,000  warrants  for one share each of the  Company's
common stock exercisable  through October,  2004 for a price equal to 75% of the
trading price on the date of exercise.

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

         In May 2001,  the suit was settled,  resulting in the return of certain
shares by both directors and the agreement to lock up their remaining shares for
six months  through  October 26,  2001,  and the payment of $48,000 each through
May, 2002.


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

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

         None.

                                        4

<PAGE>



                                     PART II

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

         (A)      MARKET PRICES OF COMMON STOCK

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

                                                 HIGH BID           LOW BID

FISCAL YEAR ENDED SEPTEMBER 30, 1999
    First Quarter                               Unavailable       Unavailable
    Second Quarter                              Unavailable       Unavailable
    Third Quarter                                 $   2.625           $   .50
    Fourth Quarter                                $   1.375           $   .75

FISCAL YEAR ENDED SEPTEMBER 30, 2000
    First Quarter                                 $   2.125         $   .4375
    Second Quarter                                $   2.125         $   .8438
    Third Quarter                                 $  2.4375         $  1.0625
    Fourth Quarter                                $  1.1875         $    .375

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

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


         (B)      SHAREHOLDERS

         As of December  31,  2002,  we had  29,311,697  shares of common  stock
outstanding and approximately 1,000 stockholders of record.

         (C)      DIVIDENDS

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

                                        5

<PAGE>



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

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

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 2002 VS. YEAR END SEPTEMBER 30, 2001

         The Company  has not yet  recorded  any  revenue,  as restated  for the
termination  of its  investment  in MPI.  The  Company  recorded  a net  loss of
$1,578,316  for the year  ended  September  30,  2002 as  compared  to a loss of
$3,118,454 for the period ended  September 30, 2001.  This represents a loss per
common share of $.07 for the year ended September 30, 2002 as compared to a loss
per common share of $.16 for the period September 30, 2001.

         Production  expenses were $416,511 for fiscal 2002 compared to $551,536
in fiscal 2002.  These  included non cash charges for  production  services paid
with equity of $137,200 in 2002 as compared to $175,500 in 2001.  This reduction
is attributable to reduced projects under development in fiscal 2001.

         General and administrative  expenses were reduced to $800,997 in fiscal
2002 from  $1,708,937  in fiscal  2001.  These  included  non cash  charges  for
administrative  services  paid with  equity of  $562,500  in 2002 as compared to
$774,426 in 2001. The decrease in these costs primarily  relate to the reduction
of full time employees and reduction in overall marketing efforts related to the
co-production of syndicated programming and reduced legal costs in 2002.



PLAN OF OPERATIONS AND BUSINESS STRATEGY

         Marketing is an exciting  business based on an exact science.  Consumer
spending is a direct function of media exposure.  Television is the nations most
popular and powerful media.

         eContent,  Inc.,  ETNT, is a vertically  integrated  marketing  company
engaged in the  creation of  television  show  concepts and the  development  of
related  products  and  merchandising  strategies.  eContent  is  an  integrated
vertical  marketing  company  that  designs and  executes  business  development
strategies for three primary client groups; content providers,  developers,  and
distributors.  The Company is  concentrating  on building  its revenue base with
companies that operate in three core industry sectors;  entertainment and media,
film and movie  productions,  and the cross  marketing  of consumer  goods.  The
merger with Angel Babies, LLC. provides a flagship product and property that the
company can commence its integrated marketing plan.

         The  Company  develops  and  retains a  financial  interest in products
related to each television special,  generally in the form of a royalty.  Public
Television offers these products (ie. books, cd's,  videos,  etc.) to viewers as
an incentive to pledge during the station's Membership Drives. To date the

                                        6

<PAGE>



Company  has  not  recorded  any  revenue.  This  nationwide  exposure  provides
invaluable consumer recognition. These and other products are cross promoted and
sold through a synchronized network of Mass Merchants, Bookstores, Music & Video
Outlets, TV Shopping, Web and Print Channels.

<TABLE>
<CAPTION>

MASS MERCHANTS       BOOKS        MUSIC & VIDEOS      PRINT         TV SHOPPING        WEB
<S>               <C>             <C>               <C>             <C>            <C>
Walmart              Borders         Tower             Parade           QVC         Amazon.com
K-Mart             Waldenbooks     Sam Goody      National Enquirer     HSN         CDNow.com
Target           Barnes & Noble    Best Buy          USA Weekly     Infomercial   ibookstore.com
</TABLE>


         The  Company  plans  to  generate  its  revenues  from  retainer  fees,
performance incentives, and equity-based annuities created through the formation
of  partnerships;  agreements  influenced by the scope of  engagement  with each
client.  As the Company reaches  critical mass in its client base,  revenues can
multiply from cross-client promotions, and equity position providing significant
upside at  substantially  lower risk.  This is a key  component  of the business
model and an important valuation driver for the Company as it grows. By building
a diverse  portfolio of clients the Company  minimizes the risk  associated with
any one  particular  property or project but maximizes  benefits for revenue and
profit.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  working  capital at September 30, 2002 was a deficit of
$516,298.  Since the reorganization,  the Company has funded its operations from
the issuance of common stock and loans from  officers and certain  shareholders.
The Company has incurred  operating  losses totaling  $12,375,955 from inception
April 1, 1998 through September 30, 2002. The Company's ability to continue as a
going  concern  and its future  success is  dependent  upon its ability to raise
capital in the near term to: (1) satisfy its current  obligations,  (2) continue
its development of programs,  and (3) successfully implement its plans to market
the products of co-venturers  through the television and other media for a share
of the revenue from the exploitation of each program.

         The Company  believes  that it will be able to complete  the  necessary
steps in order to meet its cash flow  requirements  throughout  fiscal  2003 and
continue its development and  commercialization  efforts.  Management's plans in
this regard include, but are not limited to, the following:

         Management  believes that actions presently being taken,  including the
present  merger with Angelbabies,  LLC.,  to complete the Company's  development
stage through the successful production of professional content with associative
distribution earning and revenue sharing agreements,  and ultimately  sufficient
revenue thereon to support operations.  However,  there can be no assurance that
eContent will generate sufficient revenues to

                                        7

<PAGE>



provide  positive cash flows from operations or that sufficient  capital will be
available,  when  required,  to permit the  Company to  realize  its plans.  The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

         In  conjunction  with the merger with Angel  Babies,  LLC,  the company
commenced   negotiations  with  two  financial  institutions  to  raise  between
$2,000,000 and $3,000,000 in private placement transactions. The company expects
to complete the  negotiations in the near future and expects to receive the bulk
of the proceeds during the 2nd and 3rd quarter of 2003.


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.

FORWARD LOOKING AND OTHER STATEMENTS

         We have  made  statements  in this  document  that are  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words  such  as  "may,"  "can,"  "will,"
"expect," "anticipate,"  "believe," "estimate," and "continue" or similar words.
You should read statements that contain these words carefully  because they: (1)
discuss our future  expectations;  (2) contain projections of our future results
of operations or on our fiscal conditions,  or (3) state other "forward looking"
information.

         We believe it is  important  to  communicate  our  expectations  to our
investors.  However,  there may be events in the future  that we are not able to
accurately  predict or which we do not fully  control.  Important  factors  that
could cause actual results to differ  materially from these expressed or implied
by our forward-looking  statement,  include, but are not limited to those risks,
uncertainties and other factors discussed in this document.



                                        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, eContent,
                  Inc. and  Subsidiaries  (formerly  Media  Vision  Productions,
                  Inc.)

                                                                          PAGES


Report of Independent Auditors'                                            F-1

Consolidated Balance Sheet of eContent, Inc. and
 Subsidiaries (formerly Media Vision Productions, Inc.) as
 of September 30, 2002                                                     F-2

Consolidated Statements of Operations of eContent, Inc. and
 Subsidiaries (formerly Media Vision Productions, Inc.) for
 the years ended September 30, 2002 and September 30, 2001
 and for the period from inception (April 1, 1998) through
 September 30, 2002                                                        F-3

Consolidated Statements of Changes in Stockholders' Equity
 of eContent, Inc. and Subsidiaries (formerly Media Vision
 Productions, Inc.) for the period from October 1, 1997 to
 September 30, 2002                                                        F-4

Consolidated Statements of Cash Flows of eContent, Inc. and
 Subsidiaries (formerly Media Vision Productions, Inc.) for
 the years ended September 30, 2002 and September 30, 2001
 and for the period from inception (April 1, 1998) through
 September 30, 2002                                                        F-8

Notes to Consolidated Financial Statements                                 F-9

         b.       Interim Financial Statements.

                  Not Applicable

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

                  Not Applicable



                                        9

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

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

         We  have  audited  the  accompanying   consolidated  balance  sheet  of
eContent,  Inc. and Subsidiaries  (formerly Media Vision Productions,  Inc.) and
subsidiaries as of September 30, 2002 and the related consolidated statements of
operations  and cash  flows for the two years  then ended and from April 1, 1998
(Date of Inception) through September 30, 2002 and the consolidated statement of
stockholders'  equity from  October 1, 1997  through  September  30, 2002 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 in the United States of America.  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 eContent,  Inc. and
Subsidiaries  (formerly  Media Vision,  Inc) as of September  30, 2002,  and the
results of  operations  and its cash flows for the two years then ended and from
April 1, 1998 (Date of Inception)  through September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations  and is in a  working  capital  deficit  position  that  raises
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  these matters are also described in Note 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                              SCHUHALTER, COUGHLIN & SUOZZO, LLC



Raritan, New Jersey

February 14, 2003




                                                                             F-1

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002

      ASSETS

Current Assets
  Cash and equivalents                                             $          4
  Due from prior investee                                                20,000
  Deferred costs                                                         92,188
                                                                   ------------
      Total Current Assets                                              112,191
                                                                   ------------
Deferred production costs                                               221,409
                                                                   ------------
Property and equipment, net accumulated
    depreciation of $32,715                                              56,847
                                                                   ------------

Other Assets
  Due from prior investee                                                80,000
  Intangible assets, net of accumulated
    amortization of $67,861                                              22,620
                                                                   ------------

      Total Other Assets                                                102,620
                                                                   ------------
      Total Assets                                                      493,067
                                                                   ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable and accrued expenses                                 326,031
  Due to stockholder                                                     15,000
  Other current liabilities                                             287,458
                                                                   ------------
      Total Current Liabilities                                         628,489
                                                                   ------------
Other Liabilities                                                       174,750
                                                                   ------------
Bridge loans, expected to converted to equity                           191,500
                                                                   ------------
Commitments and Contingencies (Note 7)

Stockholders' Equity
  Common stock, par value $.08 per share; authorized
    50,000,000 shares, 25,988,572 issued and outstanding              2,079,086
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                     --
  Additional paid in capital                                          9,795,197
  Deficit accumulated during development stage                      (12,375,955)
                                                                   ------------
      Total Stockholders' Equity (Deficit)                             (501,672)
                                                                   ------------

      Total Liabilities and Stockholders' Equity Deficit           $    493,067
                                                                   ============



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


                                                                            F-2

<PAGE>
<TABLE>
<CAPTION>
                             eCONTENT, INC. AND SUBSIDIARIES
                        (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                              (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                               FROM
                                                                              APRIL 1,
                                                                               1998
                                         FOR THE            FOR THE          (DATE OF
                                           YEAR               YEAR           INCEPTION)
                                           ENDED              ENDED              TO
                                       SEPTEMBER 30,      SEPTEMBER 30,     SEPTEMBER 30,
                                            2001              2002              2002
                                        ------------      ------------      ------------
<S>                                     <C>               <C>               <C>
TOTAL REVENUES                          $       --        $       --        $       --
                                        ------------      ------------      ------------
COSTS AND EXPENSES:
 Development, production and
  distribution including non-cash
  stock related charges of
  $175,500, $137,200 and $916,056
  respectively                               551,536           416,526         2,257,406
 General and administrative
  including non cash stock related
  charges of $774,426, $562,500 and
  $2,222,239, respectively                 1,708,937           800,997         5,422,227
 Depreciation and amortization                27,322            30,346            97,501
 Stock based compensation                    136,500           286,000         3,870,249
                                        ------------      ------------      ------------

   TOTAL COSTS AND EXPENSES                2,424,295         1,533,869        11,647,383
                                        ------------      ------------      ------------

LOSS FROM OPERATIONS
  (Loss) before other expenses
    and provision for income taxes        (2,424,295)       (1,533,869)      (11,647,383)
                                        ------------      ------------      ------------

OTHER INCOME (EXPENSE):
  Interest income                                501                 0             1,666
  Settlement income (expense)              1,245,665                 0         1,235,109
  Interest expense                           (12,922)          (44,447)          (76,219)
  Equity in earnings of
    unconsolidated subsidiary                 58,498                 0            96,774
  Loss from termination of interest
    in unconsolidated subsidiary          (1,985,901)                0        (1,985,901)
                                        ------------      ------------      ------------

   TOTAL OTHER INCOME (EXPENSE)             (694,159)          (44,447)         (728,571)
                                        ------------      ------------      ------------

   LOSS BEFORE INCOME TAXES               (3,118,454)       (1,578,316)      (12,375,954)

   Provision for income taxes                      0                 0                 0
                                        ------------      ------------      ------------

      NET LOSS                          $ (3,118,454)     ($ 1,578,316)     ($12,375,954)
                                        ------------      ------------      ------------

LOSS PER COMMON SHARE, BASIC
 AND DILUTED                            $      (0.16)     ($      0.07)
                                        ============      =============

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING, BASIC AND DILUTED           19,921,270        23,012,791
                                        ============      =============


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

                                                                                      F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                            eCONTENT, INC. AND SUBSIDIARIES
                                       (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                             (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                      FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2002


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

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


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


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

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

                                                                                                                  F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        eCONTENT, INC. AND SUBSIDIARIES
                                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                  FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2002


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

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





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


                                                                                                          F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                              eCONTENT, INC. AND SUBSIDIARIES
                                         (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                               (A DEVELOPMENT STAGE COMPANY)
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                         FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2002


                                                                               ADDITIONAL                         TOTAL
                                      COMMON STOCK              DEFERRED        PAID IN         (RETAINED      STOCKHOLDERS'
                                  SHARES          AMOUNT      COMPENSATION      CAPITAL          DEFICIT)         EQUITY
<S>                            <C>            <C>             <C>             <C>             <C>             <C>
Balance, September 30,
 2000 (restated)                17,590,314    $  1,407,225    $    (53,000)   $ 12,660,898    $ (7,679,185)   $  6,335,938

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

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



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


                                                                                                                       F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                          eCONTENT, INC. AND SUBSIDIARIES
                                     (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                           (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                    FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2002


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

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

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

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

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

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

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

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

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





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


                                                                                                               F-7
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   eCONTENT, INC. AND SUBSIDIARIES
                              (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                         FROM
                                                                                        APRIL 1,
                                                                                          1998
                                                     FOR THE           FOR THE          (DATE OF
                                                      YEAR               YEAR           INCEPTION)
                                                      ENDED              ENDED              TO
                                                  SEPTEMBER 30,      SEPTEMBER 30,     SEPTEMBER 30,
                                                       2001              2002              2002
                                                   ------------      ------------      ------------
<S>                                               <C>                <C>               <C>
Cash flows from operating activities:
 Net Loss                                          $ (3,118,454)       (1,578,316)      (12,375,955)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                          27,322            30,346            97,501
  Interest expense paid with equity                        --                --              17,500
  Loan fees                                                --                --              25,000
  Stock based compensation and expenses
   paid by stock                                        992,298           985,700         7,607,335
  Equity in earnings of unconsolidated
   subsidiary                                           (58,498)             --             (96,774)
  Settlement income relating to stock                (1,393,769)             --          (1,393,769)
  Loss on termination of interest in
    unconsolidated subsidiary                         1,985,909              --           1,985,909
Changes in assets and liabilities:
 Deferred charges and other current assets               81,651           131,283           110,070
 Other liabilities                                      258,604           230,704           489,310
 Accounts payable and accrued expenses                  266,593            44,629           773,616
                                                   ------------      ------------      ------------
  Net cash used in operating activities                (958,344)         (155,654)       (2,760,257)
                                                   ------------      ------------      ------------

Cash flows from investing activities:
 Investment in intangible assets                           --                --             (90,481)
 Investment in property and equipment                   (53,880)             --             (67,378)
 Advance on production rights                              --                --            (337,500)
 Investment in MPI                                      (50,000)             --          (1,850,000)
                                                   ------------      ------------      ------------

  Net cash used in investing activities                (103,880)             --          (2,345,359)
                                                   ------------      ------------      ------------

Cash flows from financing activities:
 Net proceeds from issuance of common stock           1,086,469              --           4,413,166
 Proceeds from loans                                     45,000           146,500           590,213
 Advances from officers and stockholders                 20,000              --             400,954
 Repayment of loans                                    (250,000)             --            (298,713)
                                                   ------------      ------------      ------------

  Net cash provided by financing activities             901,469           146,500         5,105,620
                                                   ------------      ------------      ------------

Net increase (decrease)in cash and cash
 equivalents                                           (160,755)           (9,154)                4

Cash and cash equivalents, Beginning of Period          169,913             9,158              --
                                                   ------------      ------------      ------------


Cash and cash equivalents, End of Period           $      9,158      $          4      $          4
                                                   ============      ============      ============


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


                                                                                                 F-8
</TABLE>

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1-ORGANIZATION AND NATURE OF BUSINESS


         eContent Inc. is an integrated  vertical marketing company that designs
and executes  business  development  strategies for three primary client groups;
content providers, developers, and distributors. The Company is concentrating on
building its revenue  base with  companies  that operate in three core  industry
sectors;  entertainment  and media,  film and movie  productions,  and marketing
consumer goods.

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

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

         On October 1, 1999 the Company  changed its name to eContent,  Inc. The
primary  business  of  eContent  is to design,  develop  and  market  television
programming,  internet  content  and  to  capitalize  on  related  merchandising
opportunities.

         During  the year  ended  September  30,  2000,  the  Company  initially
recorded its investment in MPI as a consolidated  subsidiary of ETNT pursuant to
a stock  purchase  agreement  from May of 2000.  Upon the  acquisition  of a 51%
interest in MPI at that time,  the Company had a  conditional  option to acquire
the remaining 49% of MPI, with certain extensions through July 30, 2001. On July
30, 2001,  eContent let its right to complete the acquisition of MPI expire, and
subject to the return of certain shares,  the Company  forfeited any interest in
MPI.  The  level of the  Company's  working  capital,  the  effect  a  completed
acquisition  would  have on the  dilution  of the  Company's  stock,  and  MPI's
willingness to work with us on future  productions had an impact on the decision
to not to exercise the option to complete the acquisition.

         On February 7, 2003  eContent  Inc.  completed a corporate  combination
agreement to merge with Angelbabies LLC, a California Limited Liability Company.
The terms of the agreement  require eContent to receive 100% of all Angelbabies,
LLC's  interests.  And, in exchange for the Angelbabies  interest the members of
the  limited  liability  company  will be issued  shares of  eContent  common or
preferred stock, totaling  approximately 80% of the new combination.  The number
of shares to be issued is  subject  to an  adjustment  after the  issuance  of a
fairness  opinion.  All terms and  conditions  of the  agreement  are subject to
shareholder approval.

         On the same date eContent appointed Daniel P. Cannon, Managing Director
of  Angelbabies,  as Chief  Executive  Officer.  Cannon's  appointment  was made
effective immediately.

         Presently,  after  the  merger,  the  Company's  focus is to  identify,
develop,  produce,  promote  television  programs and television  specials,  and
ultimately   distribute   programming,   also  market  products  developed  from
programming  on a  project-by-project  basis.  The  consumer  products  will  be
marketed  through,  direct  response  television,  print media,  retail,  and as
premiums.


                                                                            F-9

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2-LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENTS PLANS

         The  Company's had a working  capital  deficit at September 30, 2001 of
$250,336.  Since the reorganization,  the Company has funded its operations from
the issuance of common stock and loans from  officers and certain  shareholders.
The Company has incurred  operating  losses totaling  $10,797,639 from inception
April 1, 1998 through September 30, 2001. The Company's ability to continue as a
going  concern  and its future  success is  dependent  upon its ability to raise
capital in the near term to: (1) satisfy its current  obligations,  (2) continue
its development of programs,  and (3) successfully implement its plans to market
the products of co-venturers  through the television and other media for a share
of the revenue from the exploitation of each program.

         The Company  believes  that it will be able to complete  the  necessary
steps in order to meet its cash flow  requirements  throughout  fiscal  2002 and
continue its development and  commercialization  efforts.  Management's plans in
this regard include, but are not limited to, the following:

         Subsequent  to year end, the Company has entered  into a commitment  to
         secure up to  approximately  $500,000 of bridge  loans  convertible  to
         equity. The Company presently has ongoing  discussions and negotiations
         with a number  of  additional  financing  alternatives,  one or more of
         which  it  believes  will be  able to  successfully  close  to  provide
         necessary working capital, while maintaining sensitivity to shareholder
         dilution issues.

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

         The Company has entered into a preliminary program production agreement
         with MPI and has  relationships  with other producers.  The Company has
         built working  alliances with several  outside  production  studios and
         talent pools and the Company has  identified  several  projects it will
         implement on a program by program basis during fiscal 2002.

         Management  believes that actions presently being taken to complete the
         Company's  development  stage  through  the  successful  production  of
         professional content with associative  distribution earning and revenue
         sharing  agreements,  and  ultimately  sufficient  revenue  thereon  to
         support  operations.  However,  there can be no assurance that eContent
         will generate  sufficient  revenues to provide positive cash flows from
         operations or that sufficient capital will be available, when required,
         to permit the Company to realize its plans. The accompanying  financial
         statements  do not include any  adjustments  that might result from the
         outcome of this uncertainty.

NOTE 3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION

         In July 1997, the Company's predecessor,  Gulfstar Industries,  filed a
petition  under Chapter 11 of the Bankruptcy  laws.  The Company's  petition was
confirmed by the Bankruptcy  Court on September 2, 1998 and became  effective on
January  4,  1999.  The  Plan of  Reorganization  and  confirmation  of the same
included the  acceptance of the agreement and merger plan between  eContent Inc.
(formerly  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 and the post petition  liabilities allowed and claims exceed the carrying
value of assets. On January 4, 1999,  pursuant to the plan of reorganization and
plan of merger the Company

                                                                            F-10

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


changed  its name to Media  Vision  Productions,  Inc.  On October 1, 1999,  the
Company changed its name to eContent, Inc.

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

PRINCIPLES OF CONSOLIDATION

         The  accompanying  consolidated  balance sheet as of September 30, 2001
includes  the  accounts of the Company and its wholly  owned  subsidiary,  Media
Vision Properties Inc., which commenced operations on April 1, 1998 and National
Licensing  Corporation,  which  commenced  operations on September 5, 2000.  The
consolidated  statements of operations  include the results of operations of the
Company and Media Vision Properties, Inc. for all periods presented and National
Licensing Corporation effective September 5, 2000.

         All  significant  intercompany  accounts  and  transactions  have  been
eliminated.

RESTATEMENT

         During  the year  ended  September  30,  2000,  the  Company  initially
recorded its investment in MPI as a consolidated  subsidiary of ETNT pursuant to
a stock  purchase  agreement  from May of 2000.  Upon the  acquisition  of a 51%
interest in MPI at that time,  the Company had a  conditional  option to acquire
the remaining 49% of MPI, with certain extensions through July 30, 2001. On July
30, 2001,  eContent let its right to complete the acquisition of MPI expire, and
subject to the return of certain shares,  the Company  forfeited any interest in
MPI.

         The Company  has rested its  financial  statements  for the fiscal year
ended  September  30,  2000  to  record  this  investment  as an  unconsolidated
subsidiary,  which is a change in the  reporting  entities of the  Company,  and
during the fiscal year ended  September 30, 2001 the Company  recorded a loss on
the termination of its investment in MPI effective July 30, 2001.  Subsequent to
September 30, 2001, the Company and MPI concurrently  exchanged certain releases
relating to the  preceding  and entered into a  preliminary  program  production
agreement. (See Note 11.)

         On a  proforma  basis,  the  results  on a  consolidated  basis for the
periods presented would be as follows: (Including MPI information from May, 2000
through July 30, 2001, the effective date of the termination:

         On a proforma basis, the results of operations on a consolidated  basis
for the periods  presented would be as follows:  (Including MPI information from
May, 2000 through July 30, 2001, the effective date of the termination:)



                                                                            F-11

<PAGE>
                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                             For the Year
                                                 Ended
                                             September 30,
                                                  2001
                                             -------------

Proforma Revenue                               $  1,890,203
Proforma Costs and Expenses                      (4,036,107)
Proforma Depreciation and Amortization             (560,531)
Proforma Other Income and (Expense)                (126,584)
                                               ------------
Proforma Net Loss                              $ (2,833,019)
                                               ============
Proforma Net Loss Per Share                    $       (.14)
                                               ============
Proforma Shares Outstanding                      19,921,270
                                               ============

                                              (Includes MPI
                                               information
                                                 through
                                             July 30, 2001)

         The above  amounts are based upon  certain  assumptions  and  estimates
which  the  Company  believes  are  reasonable.  The pro  forma  results  do not
necessarily  represent  results which would have occurred if the termination had
not taken place at the date and on the basis assumed above.

RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

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

CASH AND CASH EQUIVALENTS

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

FIXED ASSETS

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

LONG-LIVED ASSETS

         The Company accounts for long-lived assets under the provisions of SFAS
No. 121,  "Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to Be  Disposed  of," which  states  that  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable and long-lived assets and certain identifiable intangibles are to be
disposed  of, they  should be  reported at the lower of carrying  amount or fair
value less cost to sell.  The Company  does not believe that any such changes in
circumstances have occurred.

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.

                                                                            F-12

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

INCOME TAXES

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

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

USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.

LOSS PER COMMON SHARE, BASIC AND DILUTED

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

SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS

                           FOR THE YEARS ENDED
                               SEPTEMBER 30,
                            2001         2002
                          -------      -------
                         (Restated)

Interest Paid             $ 11,621      $     0
                           =======       ======


                                                                            F-13

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                             FOR THE YEARS ENDED
                                                                SEPTEMBER 30,
                                                             2001         2002
                                                           --------     --------

Issuance of 100,000 shares of common stock and 1,500,000
  warrants for production rights                           $112,500     $235,200
                                                           ========     ========

Cancellation of $115,405 and $405,000 of unpaid salary and
  expenses for the issuance of 1,442,563 and 2,550,000
  shares of common stock                                   $115,405     $405,000
                                                           ========     ========

Issuance of 1,245,000 shares of common stock for service   $   --       $473,850
                                                           ========     ========

Issuance of shares of common stock for repayment of loan
   and accrued interest                                    $   --       $ 21,500
                                                           ========     ========



                                                                            F-14

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


ORGANIZATIONAL COSTS

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

         Amortization  expense  was  $18,096  and  $18,096  for the years  ended
September 30, 2001 and 2002, respectively.

STOCK-BASED COMPENSATION

         The Company  accounts for  stock-based  compensation in accordance with
SFAS No. 123, "Accounting for Stock-Based  Compensation," which permits entities
to  recognize  as  expense  over  the  vesting  period,  the  fair  value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows
entities to continue to apply the  provisions  of  Accounting  Principles  Board
("APB")  Opinion No. 25 and provide pro forma net income and pro forma  earnings
per  share  disclosures  for  employee  stock  option  grants  as  if  the  fair
value-based  method,  as defined,  had been applied.  The Company has elected to
continue to apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure required by SFAS No. 123.  Compensation expense is generally recorded
on the date of grant only if the current  market price of the  underlying  stock
exceeded the exercise price.

         The Company accounts for nonemployee  stock-based awards in which goods
or services are the  consideration  received for the equity  instruments  issued
based on the fair value of the  consideration  received or the fair value of the
equity instrument issued, whichever is more readily determinable.

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 1999, the  Securities and Exchange  Commission  (the "SEC")
issued  Staff  Accounting  Bulletin  ("SAB") No. 101,  "Revenue  Recognition  in
Financial  Statements."  SAB No.  101  expresses  the  views of the SEC staff in
applying generally accepted accounting principles to certain revenue recognition
issues. In June 2000, the SEC issued SAB No. 101B to defer the effective date of
the  implementation  of SAB No.  101 until the fourth  quarter  of fiscal  2000.
Management is currently  evaluating the imapct of adopting the SAB, but does not
believe that this SAB will have a material  impact on its financial  position or
its results of operations.

         In July 2001,  the FASB  issued SFAS No.  141,  "Business  Combination"
("SFAS 141") and SFAS No. 142,  "Goodwill and Other  Intangible  Assets"  ("SFAS
142"). SFAS 141 required all business combinations initiated after June 30, 2001
to be accounted  for using the  purchase  method.  Under SFAS 142,  goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually (or more  frequently if impairment  indicators  arise) for  impairment.
Separable  intangible  assets that are not deemed to have indefinite  lives will
continue to be amortized over their useful lives (but with no maximum life). The
amortization  provisions  of SFAS 142 apply to goodwill  and  intangible  assets
acquired  after June 30, 2001.  With respect to goodwill and  intangible  assets
acquired  prior to July 1,  2001,  the  Company  is  required  to adopt SFAS 142
effective  January 1, 2002. The Company is currently  evaluating the effect that
the  adoption  of the  provisions  of  SFAS  142  will  have on its  results  of
operations and financial  position.  In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivatives and Hedging  Activities." The Statement  establishes
accounting and reporting standards for derivative instruments (including certain
derivative  instruments embedded in other contracts) and for hedging activities.
SFAS No. 133 is effective for all fiscal quarters  beginning after June 15, 2000
(as  amended by SFAS No. 137) and will not require  retroactive  restatement  of
prior-period financial statements. The Company currently does not use derivative
and therefore this new pronouncement is not applicable.

                                                                            F-15

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FAIR VALUE OF FINANCIAL INSTRUMENTS

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

DEFERRED COSTS

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

NOTE 4-STOCKHOLDERS' EQUITY

COMMON STOCK

         The Company has authorized 50,000,000 shares of common stock with a par
value of $.08.

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

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

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

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

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

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

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

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

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

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


                                                                            F-16

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

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

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

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

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

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

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

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

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

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

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


                                                                            F-17

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

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

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

RESERVED SHARES AND SETTLEMENTS

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

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

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

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

STOCK OPTIONS

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

         A summary  of the stock  option  activity  for the  three  years  ended
September  2001,  all of which were  nonqualified  stock  options,  is set forth
below:

                                                                            F-18

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                       WEIGHTED         AVERAGE
                                                       NUMBER OF        EXERCISE
                                                        OPTIONS           PRICE

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

         The  per  share  weighted   average   remaining  life  of  the  options
outstanding at September 30, 2002 is 2 years.

         The  Company  has  elected  to  continue  to  account  for  stock-based
compensation  under APB Opinion No. 25, under which no compensation  expense has
been recognized for stock options granted to employees at fair market value. For
pro forma purposes,  the weighted  average fair value of options granted in 2000
and 2001 were  estimated as of the date of grant using the  Black-Scholes  stock
option  pricing  model,  based on the following  weighted  average  assumptions:
annual  expected  return of 0%,  annual  volatility  of 90% and 160%,  risk-free
interest  rate  ranging  from 4.85 to 6.18 in 2000 and 6.0 in 2001 and  expected
option  life  of 3  years  for  2000  and  2001,  respectively.  The  per  share
weighted-average  fair value of stock options  granted  during 2000 was $.16 and
2001 was $.215.  Had  compensation  expense for stock options  granted under the
Plan been determined  based on fair value at the grant dates,  the Company's net
loss for 2001 and 2002 would have been  increased to the pro forma amounts shown
below.

                                    SEPTEMBER 30,       SEPTEMBER 30,
                                         2001               2000
                                    --------------      -------------

Net loss:
  As reported                         $3,118,454         $ 1,578,316
  Pro forma                           $3,172,204         $ 1,578,316

         For the year ended  September  30,  2001 the Company  recorded  noncash
charges totaling $25,999 in 2001. Such charges are the result of the differences
between the quoted  market  value of the  Company's  common stock on the date of
grant and the exercise price for options issued to employees.

WARRANTS

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

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

                                                                            F-19
<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         Additionally, in connection with the private placements discussed above
in September  and  October,  2000 and again  through June 30, 2001,  the Company
issued 886,444 warrants for services to an investment  banker at prices of $.40,
$.69 and  $1.50,  respectively.  This same  investment  banker  received  20,000
warrants to purchase the Company"s  common stock at $.20 for a period of 5 years
through September, 2006 in connection with bridge loans discussed in Note 10.

         As a result of the  preceding  the Company has the  following  warrants
outstanding as of September 30, 2001.

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

October 2004                             33,000             $ .12
October 2005                            642,103             $ .69
November 2005 to
  August 2006                         3,150,241             $1.50
August 2006                             138,426             $ .40
September 2006                           42,500             $ .20
October 2007 to
  February 2008                       1,591,000             $ .14
                                      ---------              ----
   Total                              5,607,270
                                      =========

Weighted average
  exercise price                                            $0.97
                                                             ====



PREFERRED STOCK

         The certificate of incorporation of the Company authorizes its board of
directors to issue for value 1,000,000 shares of preferred stock, $10 par value.
Preferred stock may be issued in series with such designations, relative rights,
preferences  and  limitations  as may be fixed from time to time by the board of
directors of the Company.  In connection with the  predecessor's  acquisition of
PTS, the Company  issued 75,000 shares which were converted into common stock on
a one to one basis pursuant to the plan of  reorganization.  As of September 30,
2000 the Company had no preferred stock outstanding.

NOTE 5-TRANSACTIONS WITH RELATED PARTIES

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

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

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

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

                                                                            F-20

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

         In July, 2001 a director lent The Company $20,000,  with interest at 6%
per year and is due upon  completion  of a  private  placement  by the  Company.
During the years ended  September 30, 2001 and 2002  interest  expense of $1,200
and  $300  respectively.  This  note was paid in June  2002 by the  issuance  of
100,000 shares of the company's common stock.

NOTE 6-LEASES

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

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

NOTE 7-COMMITMENTS AND CONTINGENCIES

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

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

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

         On October 5, 1999, the Company entered into a licensing agreement with
an  individual  and Spartan  Sporting  Goods and  Fashions,  Inc.  ("Spartan") a
privately held New York  Corporation for the exclusive master license of certain
logos,  trademarks and copyrights.  The agreement  provides that the Company pay
30% of all royalty  income  received from the producers  under this agreement to
the Licensor,  or "Spartan".  Additionally,  the agreement  provides for minimum
annual non-refundable license fees, annually for each optional renewal,  through
2008 as follows:

CALENDAR YEAR           AMOUNT
-------------          --------

     2003              $30,000
     2004              $36,000
     2005              $43,200
     2006              $51,850
     2007              $62,200
     2008              $74,650


                                                                            F-21

<PAGE>

                         eCONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8-INCOME TAXES

         No  provision  has been made for  corporate  income taxes on the parent
company due to cumulative losses incurred.  The Company has available unrealized
tax  benefits of  approximately  $4,212,600  in the form of net  operating  loss
("NOL")  carryforwards  of  approximately  $12,390,000  for  federal  income tax
purposes to reduce future  taxable  income.  If not utilized,  the federal NOL's
expire at various dates through 2022.

         Certain  changes in stock  ownership  can result in a limitation in the
amount of net operating loss and tax credit carryovers that can be utilized each
year, including the merger and plan of acquisition dated January 4, 1999.

         The Company has  recognized  these tax benefits as a deferred tax asset
subject to a 100% valuation allowance since it is uncertain whether or not these
tax benefits will be realized.

NOTE 9-PROPERTY AND EQUIPMENT

         Property and equipment, at cost, at September 30, 2000 is as follows:

Office equipment                                               $ 89,562

Less-Accumulated depreciation                                   (32,715)
                                                               ---------
                                                               $ 56,847
                                                               =========


         Depreciation  expense for the period for the year ended  September  30,
2001 and 2002 was $12,300 and $12,250, respectively.


NOTE 10-NOTES PAYABLE

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

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

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

         In  September,  2001,  the Company  issued  $45,000 of bridge  notes to
investor,  due to mature  the  earlier  of one year from the date of note or the
closing of an equitably funding if at least $2,000,000.

         The notes bear an interest  rate of 10% and the note  holders  received
22,500  warrants to purchase  one share each of the  Company's  common  stock at
$.20. In the event of a default the investors would receive an additional 22,500
warrants with an exercisable price of $.10.

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



                                                                            F-22

<PAGE>

NOTE 11-SUBSEQUENT EVENTS

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


         On February 7, 2003  eContent  Inc.  completed a corporate  combination
agreement to merge with Angelbabies LLC, a California Limited Liability Company.
The terms of the agreement  require eContent to receive 100% of all Angelbabies,
LLC's  interests.  And, in exchange for the Angelbabies  interest the members of
the  limited  liability  company  will be issued  shares of  eContent  common or
preferred stock, totaling  approximately 80% of the new combination.  The number
of shares to be issued is  subject  to an  adjustment  after the  issuance  of a
fairness  opinion.  All terms and  conditions  of the  agreement  are subject to
shareholder approval.



                                                                            F-23

<PAGE>


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

         None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

         Our present executive officers and directors are:

NAME                        AGE            POSITION HELD

Daniel P. Cannon             41            CEO

William H. Campbell          57            Corporate Secretary and Director

Gary A. Goodell              52            Director/Vice President


Current Directors

         Daniel P.  Cannon,  Managing  Member has been a member of the  National
Association of Securities  Dealers wince 1989. In 1991, Mr. Cannon developed and
organized the first ever Export Import Bank loan  guarantees  for the government
of Poland for infrastructure development. Mr. Cannon envisioned and formed joint
ventures in the country of Poland  valued at over $900 million,  between  Polish
and United States public  companies.  Mr. Cannon has syndicated tens of millions
of dollars of real estate in the Los Angeles area. Mr. Cannon recently served as
Senior  Vice  President,  Private  Client  Group,  for four years at  Interfirst
Capital  Corporation,  a Paine Webber affiliate.  Cannon has produced the motion
picture "Reasonable Doubt" in 2000. Recently,  Mr. Cannon resigned at Interfirst
Capital  Corporation  to form  Angelbabies,  LLC. Mr. Cannon was educated at the
University of Maryland in Economics, 1983.

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

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

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

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

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

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

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

                                       10
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

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

Daniel P. Cannon (1)        CEO,
                            Director,
                            President            -                 -
William H. Campbell(1)      Director       $ 118,000 (2)           0

Gary A. Goodell(1)          Director       $ 118,000 (2)           0
                                           ---------          -------
Cornelia Eldridge           Former
                            President      $ 50,000 (3)            0

                                           $286,000
                                           ========


(1)      Denotes Director.

(2)      Includes $118,000 in consulting/management fees paid by the issuance of
         900,000 shares of the Company's common stock.

(3)      Includes $50,000 in consulting/management  fees paid by the issuance of
         250,000 share of the company's common stock.


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 February 14, 2003, based upon
29,311,617 shares outstanding

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

Daniel P. Cannon             100,000                .34%
William Campbell           1,800,000               6.14%
Gary Goodell               1,450,484               4.95%

         All  officers and  directors as a group own  3,350,484 or 11.43% of the
outstanding shares of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

         In connection with the  predecessor's  acquisition and operation of its
former  operating  subsidiary  PTS, the Company had  terminated and commenced an
action against the

                                       11
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       12
<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

   (2a)*          2nd Amended Plan of Reorganization

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

   (3a)*          Articles of Incorporation, as amended

   (3b)*          By-laws, as amended

   (4)*           Specimen of Common Stock certificate

                  (a)

   (10)*          Agreement with:

   (10.1)         (a)* John P. Sgarlat

                  (b)* William Campbell

                  (c)* Gary Goodell

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

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

   10.4*          (c) Licensing Agreement Spartan Sporting Goods.

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

   10.6*          Stock Warrant

   10.7*          Programming deal memo

   10.8*          General release with indemnity from Company to Marty

   10.9*          General release with indemnity from Marty to Company

   10.99          Merger Agreement with Angel Babies, LLC.

   99.1           Officers Certifications

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


ITEM 14 - CONTROL PROCEDURES

         The Company's present Board of Directors performed an evaluation of the
Company's  disclosure controls and procedures within 90 days prior to the filing
date of this report.  Base on their  evaluation,  they  concluded  that material
information  concerning  the Company  which could affect the  disclosure  in the
Company's  quarterly  and  annual  reports  is made  know  to them by the  other
officers and employees of the Company,  and that the  communications  occur with
promptness  sufficient  to assure the inclusion of the  information  in the then
current report.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other  factors that could  significantly  affect  those  controls
subsequent to the date on which the Board performed their evaluation.

                                       13
<PAGE>



                                   SIGNATURES

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

                                        eCONTENT, INC.
                                       (formerly Media Vision Productions, Inc.)
Dated: February 19, 2003
       -----------------

                                        By: /s/ DANIEL P. CANNON
                                            ---------------------
                                            Daniel P. Cannon


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

NAME                          TITLE                                DATE


/s/ DANIEL P. CANNON          CEO                              February 19, 2003
---------------------
    Daniel P. Cannon


/s/ WILLIAM H. CAMPBELL       President, Acting Chief          February 19, 2003
-----------------------
    William H. Campbell       Financial Officer, Corporate,
                              Secretary and Director

/s/ GARY GOODELL              Director                         February 19, 2003
 ---------------
    Gary Goodell



<PAGE>
                                                                    EXHIBIT 99.1


                                 ECONTENT, INC.


   Certification of Procedures Followed in Connection with Sarbanes-Oxley Act
                                 Certification


     The  undersigned,  Chief  Executive  Officer of  eContent,  Inc.,  a Nevada
Corporation (the "Company")  hereby  certifies,  for purposes of documenting the
steps  followed by the officer in connection  with the execution and delivery to
the  Securities  and  Exchange  Commission  of the  attached  certification,  as
follows:

         (1) I  reviewed  in detail  the  Annual  Report on Form  10-KSB for the
period  ending   September  30,  2002,   (the   "Report")   shortly  before  the
certification was provided.

         (2) I discussed  the substance of the Report with each of the Company's
outside auditors and acting controller.  These discussions took place at various
times and covered  principally the financial  statement  portions of the reports
(including the notes which are an integral part of the financial statements) and
related financial disclosures.  These discussions included my verifying that the
financial  statements included in the report are accurate and complete,  and are
properly  prepared  and  consolidated.  I  confirmed  that  each of the  outside
auditors and acting  controller  were  satisfied that the notes to the financial
statements  read  clearly  and that  the  notes  fairly  explain  the  company's
significant accounting principles and significant estimates, as well as disclose
all material  contingencies and "off balance sheet" transactions and commitments
known to them. In addition,  my  discussions  with outside  auditors  included a
discussion of any material  issues that came up in their review of the financial
statements and the resolution of those issues.  I also verified with the outside
auditors and acting controller that internal controls are in place and operating
to warrant reliance upon the financial and business  information  provided to me
by management.

         (3) I confirmed that the consolidated  financial statements included in
the Report are  accurate  and  complete in all  material  respects,  reflect all
transactions  of the  Company  during  and for the  statement  period  following
accounting  principles  consistent with those applied in prior periods, and that
all  period  end  adjustments  have  been made in a manner  consistent  with the
accounting  principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).

         (4) I informed the heads of the Company's  primary  business  units and
divisions, as well as any officers of those business units or divisions who have
the primary  financial  reporting  responsibility,  that I would be  providing a
certification  regarding the accuracy of the Report and confirmed  orally and in
writing with each such head and financial officer that insofar as they knew, the
Report did not include any untrue  statement of a material fact or omit to state
a material fact.

         (5) As a result of the foregoing  procedures,  I concluded that, to the
best of my knowledge, I was able to provide the certification without exception.


         In witness whereof,  I have executed this  certification as of the 19th
day of February, 2003.



/s/ Daniel P. Cannon
-----------------------
Name: Daniel P. Cannon
Chief Executive Officer




<PAGE>

                                 ECONTENT, INC.


   Certification of Procedures Followed in Connection with Sarbanes-Oxley Act
                                 Certification


         The undersigned,  Chief Financial  Officer of eContent,  Inc., a Nevada
Corporation (the "Company")  hereby  certifies,  for purposes of documenting the
steps  followed by the officer in connection  with the execution and delivery to
the  Securities  and  Exchange  Commission  of the  attached  certification,  as
follows:

         (1) I  reviewed  in detail  the  Annual  Report on Form  10-KSB for the
period  ending   September  30,  2002,   (the   "Report")   shortly  before  the
certification was provided.

         (2) I discussed  the substance of the Report with each of the Company's
outside auditors and acting controller.  These discussions took place at various
times and covered  principally the financial  statement  portions of the reports
(including the notes which are an integral part of the financial statements) and
related financial disclosures.  These discussions included my verifying that the
financial  statements included in the report are accurate and complete,  and are
properly  prepared  and  consolidated.  I  confirmed  that  each of the  outside
auditors and acting  controller  were  satisfied that the notes to the financial
statements  read  clearly  and that  the  notes  fairly  explain  the  company's
significant accounting principles and significant estimates, as well as disclose
all material  contingencies and "off balance sheet" transactions and commitments
known to them. In addition,  my  discussions  with outside  auditors  included a
discussion of any material  issues that came up in their review of the financial
statements and the resolution of those issues.  I also verified with the outside
auditors and acting controller that internal controls are in place and operating
to warrant reliance upon the financial and business  information  provided to me
by management.

         (3) I confirmed that the consolidated  financial statements included in
the Report are  accurate  and  complete in all  material  respects,  reflect all
transactions  of the  Company  during  and for the  statement  period  following
accounting  principles  consistent with those applied in prior periods, and that
all  period  end  adjustments  have  been made in a manner  consistent  with the
accounting  principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).

         (4) I informed the heads of the Company's  primary  business  units and
divisions, as well as any officers of those business units or divisions who have
the primary  financial  reporting  responsibility,  that I would be  providing a
certification  regarding the accuracy of the Report and confirmed  orally and in
writing with each such head and financial officer that insofar as they knew, the
Report did not include any untrue  statement of a material fact or omit to state
a material fact.

         (5) As a result of the foregoing  procedures,  I concluded that, to the
best of my knowledge, I was able to provide the certification without exception.


         In witness whereof,  I have executed this  certification as of the 19th
day of February, 2003.



/s/ William Campbell
-----------------------
Name: William Campbell
Chief Financial Officer