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

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

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
                        COMMISSION FILE NUMBER 33-16736

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

                                 eCONTENT, INC.
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
             (Exact name of registrant as specified in its charter)

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

105 S. NARCISSUS AVE. #701 WEST PALM BEACH, FL               33401
   (Address of principal executive offices)               (Zip Code)
</TABLE>

       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 / /

    As of September 30, 2000 the Company had 17,590,314 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. In the fiscal year ended September 30, 2000, the Company acquired a
majority interest in MPI Media Productions International, Inc. for $1,768,000
cash and 1,350,000 shares of restricted common stock.

    eContent Inc. is a vertically integrated marketing company engaged in the
creation and exploitation of television programming, Internet content, and
related merchandising and distribution strategies. The Company completed the
developmental stage operation with the acquisition of the majority interest in
MPI discussed above.

    MPI Media Productions International, Inc. is a diversified television
production company, which develops, produces and syndicates programming to major
networks. Founded in 1985, by award-winning producer/director Bob Marty,
MPI Media Productions International, Inc. has produced shows for PBS, CBS, BBC,
A&E and the Discovery Health Channel. MPI Media Productions International, Inc.
programs have been viewed by an estimated 150 million people worldwide.

    On or before April 1, 2001, the Company intends to acquire the remaining 49%
minority interest of MPI.

ORGANIZATIONAL BACKGROUND

    eContent, Inc., originally named Gulfstar Industries, was incorporated under
the laws of Delaware on December 3, 1986. The Company was formed to seek
potential business opportunities, which in the opinion of the management would
provide a profit. Gulfstar became 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%), in the new company. The Gulfstar
creditors were issued 30,970 shares (.6%).

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

    During the year ended September 30, 2000, the Company increased its
investment in MPI to $1,768,0000, and MPI has become a consolidated subsidiary
of ETNT. In the stock purchase agreement dated May 30, 2000, the Companies were
not scheduled to consolidate operations until the second quarter of 2001.

    MPI is a full service video production and post-production company that
creates video products for broadcast television, major corporate and industrial
clients, and the home video market.

    MPI has a successful track record marketing home videos through various
distribution channels including spot television ads, print, catalogs,
infomercials and public relations and editorial placements.

    In conjunction with eContent this marketing continuum is extended to include
Internet Stores and retail sales channels.

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

                                       2
<PAGE>
ITEM 1.  BUSINESS. (CONTINUED)
    On September 27, 2000, the Company executed a non-binding letter of intent
to acquire Internet Broadcast Networks, Inc. The acquisition, if consummated,
would be based upon a mutually agreed quantity of the Company's common shares
and IBN's designates would have the right to appoint one member to the Board of
Directors of the Company.

EMPLOYEES AND CONSULTANTS

    As of September 30, 2000, the Company and its consolidated subsidiary had
approximately 5 executive consultants and 10 full time employees. In the normal
course of business the Company's production subsidiary engages the services of
as many as 75 television production specialists.

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.

    Our corporate headquarters are located at 105 S. Narcissus Ave., Suite 701,
West Palm Beach, Florida 33401. The lease provides for approximately 2500 sq.
feet of space, expires in 2002 and the annual rent is approximately $45,000.

    The Company's MPI Subsidiary leases approximately 5,000 square feet in New
York City for approximately $60,000 per year through 2001 and $61,500 for 2002.

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 have been dismissed as a result of the reorganization. The former
President of the PTS Subsidiary has appealed this decision and the Company's
counsel has advised them it is unlikely he will prevail on any or all of his
claims.(See Item 7 Part F/S "Contingencies")

    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. The Company believes they
were justified in this termination and anticipate no material costs in excess of
those accrued in the financial statement as a result of this claim.

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

    None.

                                       3
<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.

<TABLE>
<CAPTION>
                                                               HIGH BID       LOW BID
                                                              -----------   -----------
<S>                                                           <C>           <C>
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
</TABLE>

    (B)  SHAREHOLDERS

    As of September 30, 2000, we had 17,590,314 shares of common stock
outstanding and approximately 998 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.

                                       4
<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, 2000 VS. YEAR END SEPTEMBER 30, 1999

    The Company has recorded revenue of $1,474,209 for the year ended September
30, 2000 as compared to no revenue for the comparable period ended September 30,
1999.

    The Company recorded a net loss of $3,516,517 for the year ended September
30, 2000 as compared to a loss of $3,942,234 for the comparable period ended
September 30, 1999 a decrease of $425,717. This represents a loss per common
share of $.27 for the year ended September 30, 2000 as compared to a loss per
common share of $.70 for the period ended September 30, 1999.

    Development, production and distribution expenses rose to $1,869,268 in
fiscal 2000 compared to $127,387 in fiscal 1999. General and administrative
expenses rose to $1,520,294 in fiscal 2000 from $726,219 for the comparable
period in fiscal 1999. The initial revenue from operations included in fiscal
2000 are a result of the acquisition of the MPI Subsidiary, effective June 1,
2000.

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. The production subsidiary of eContent
Inc., MPI Media Productions International, Inc. develops, produces and
syndicates programming to major networks worldwide. Founded in 1986, by
award-winning producer/director Bob Marty, MPI has produced shows for PBS, CBS,
BBC, A&E and the Discovery Health Channel. MPI programs have been viewed by an
estimated 150 million people. eContent Inc. has a long-term contract to produce
network quality television programming for distribution to the Independence
Public Media, Philadelphia. Public Television reaches 99% of American
households. There are 346 Public Television Stations, with 101 million loyal
weekly viewers nationwide. MPI has established itself as a major producer of
Public Television family oriented entertainment including high profile
"SELF-HELP" and "CONCERT" Fund Raising Specials. PBS will release six new MPI
Specials this season; fifteen new shows are in various stages of pre-production
and production for various networks including Public Television.

    The Company develops and retains a financial interest in products related to
each MPI Special. Public Television offers these products (ie. books, cd's,
videos, etc.) to viewers as an incentive to pledge during the station's
Membership Drives. 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
--------------  ---------------   ------------------   -----------------   -------------   --------------
<C>             <C>               <C>                  <S>                 <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>

                                       5
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
         OPERATIONS.

(CONTINUED)
    In the future, eContent Inc. will offer products, entertainment, and
informational interactive services at a niche web community created in
conjunction with each MPI Special. All customers, at all sales channels, will be
issued a GOLD MEMBERSHIP at the Web Community for the show that inspired their
purchase. Customers at each sales channel can produce current cash flow and
earnings and become pre-qualified, zero cost, AAA Members of an eContent Niche
Web Community.

    eContent Inc. has long standing relationships with large, well-respected
companies in the telemarketing, credit card processing and fulfillment
industries. This should insure convenient, safe, problem free electronic
transactions for the eContent Inc. direct response and Web community customer.

    In summary, the eContent, Inc./MPI business model is designed to use proven
structure to link "THE POWER OF TELEVISION TO THE POWER OF THE INTERNET". The
Business Model has been tested and refined. Until the third quarter of 2001, its
value will remain unproven.

LIQUIDITY AND CAPITAL RESOURCES

    The Company's working capital at September 30, 2000 was $178,476. Since the
reorganization, the Company has funded its operations from the issuance of
common stock and loans.

    The Company raised approximately $600,000 through the issuance of the
Company's Common Stock during the quarter ending December 31, 2000 and plans to
raise an additional $5,000,000 during fiscal 2001 in private placement
transactions with accredited investors that are intended to be exempt from
registration pursuant to 506 of Regulation D promulgated by the Securities and
Exchange Commission under the Securities Act of 1933.

    The Company intends on acquiring the remaining 49% of MPI during fiscal
2001, which will utilize approximately $2,100,000 of these funds, the balance
would be available for general corporate purposes.

    Should the Company not complete the 100% acquisition of MPI, the strategic
alliance and production schedules will continue.

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.

                                       6
<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.)

<TABLE>
<CAPTION>
                                                                PAGES
                                                              ----------
<S>                                                           <C>
Report of Independent Auditors'.............................         F-1
Consolidated Balance Sheet of eContent, Inc. and
  Subsidiaries (formerly Media Vision Productions, Inc.) as
  of September 30, 2000.....................................         F-2
Consolidated Statements of Operations of eContent, Inc. and
  Subsidiaries (formerly Media Vision Productions, Inc.) for
  the years ended September 30, 2000 and September 30, 1999
  and for the period from inception (April 1, 1998) through
  September 30, 2000........................................         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, 2000........................................   F-4 - F-6
Consolidated Statements of Cash Flows of eContent, Inc. and
  Subsidiaries (formerly Media Vision Productions, Inc.) for
  the years ended September 30, 2000 and September 30, 1999
  and for the period from inception (April 1, 1998) through
  September 30, 2000........................................         F-7
Notes to Consolidated Financial Statements..................  F-8 - F-19
</TABLE>

    b.  Interim Financial Statements.

          Not Applicable

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

          Not Applicable

                                       7
<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:

<TABLE>
<CAPTION>
NAME                                          AGE      POSITION HELD
------------------------------------------  --------   ------------------------------------------
<S>                                         <C>        <C>
John P. Sgarlat...........................     50      Chairman of the Board of Directors and
                                                       Chief Executive Officer
William H. Campbell.......................     55      Executive Vice President, CFO, Corporate
                                                       Secretary and Director
Gary A. Goodell...........................     50      Director
John B.A. Haggin, Jr......................     44      Executive Vice President--Development
                                                       and Director
Cornelia Eldridge.........................     46      Director
</TABLE>

    John P. Sgarlat has served as our Chairman of the Board of Directors and
Executive Officer since January 4, 1999. Mr. Sgarlat has extensive experience in
the Investment Banking, Direct Response Marketing and Media Industries.
Mr. Sgarlat graduated from Villanova University, Magna Cum Laude, with a
Bachelor of Arts degree in Philosophy. He also completed a three-year program in
the Securities Industry Association Division of the University of
Pennsylvania--Wharton School of Finance.

    William H. Campbell has served as our Executive Vice President--Corporate
Affairs since January 4, 1999. 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 Executive 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.

    John B.A. Haggin, Jr. has served as our Executive Vice
President--Development since January 4, 1999. Mr. Haggin is a real estate
developer and philanthropist; B.A. in Business, Valley Forge Military Academy,
Wayne, PA, 1977. CEO Tri-Star Construction, Wellington, FL 1994; Founder, Haggin
Family Foundation for Special Olympics, Palm Beach, FL Fundraiser, Migrant
Workers of Hope Town, Florida 1996.

    Cornelia Eldridge has served as a director since February 2000. She is
President of Eldridge Associates, Inc. (EAI), a management consulting firm she
founded in 1981. Prior to building her own Firm, Cornelia held management
positions at Mass Mutual Life Insurance Co., Loeb Rhoades and Touche Ross & Co.
She was also a Partner at Ditri Associates, a leverage buyout firm that focuses
on taking over under performing manufacturing companies. Cornelia has a BA from
Ohio Wesleyan University and an MBA from University of Massachusetts. She serves
on the Board of DE Frey, Inc., a financial services firm, SysComm, Inc., the
largest assembler and reseller of IBM mid-range computers, and Registry
Magic, Inc., a voice recognition company.

                                       8
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>
                                                                                        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
                 ------------------                    ---------------   -----------   ------------
<S>                                                    <C>               <C>           <C>
John P. Sgarlat(1) ..................................  Chairman, CEO      $240,000            0
William H. Campbell(1) ..............................  Exec. VP            150,000            0
Gary A. Goodell(1) ..................................  Exec. VP            100,250            0
John Haggin(1) ......................................  Exec. VP            165,897           --
                                                                          --------
                                                                          $656,147            0
</TABLE>

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

(1) Denotes Director.

    On September 24, 1999 the Company entered into employment agreements with
Messrs. Sgarlat, Campbell and Goodell. The general terms of the agreements
provide for the officers to receive annual salaries of $240,000, $150,000 and
$125,000, respectively and annual increases of 10% in future years. After the
initial three year term, the agreements provide for one year annual renewals at
a 10% increase. The agreements also provide for options to purchase an aggregate
of 133,333 shares per year for the first 3 years at $.625.

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 its MPI Subsidiary and by each person
owning five percent or more of the Company's outstanding shares, as of September
30, 2000.

<TABLE>
<CAPTION>
                                                              AMOUNT AND NATURE OF   PERCENTAGE OF
NAME AND ADDRESS                                              BENEFICIAL OWNERSHIP    CLASS OWNED
----------------                                              --------------------   -------------
<S>                                                           <C>                    <C>
John Sgarlat(1) ............................................        3,000,000            17.1
William Campbell............................................        1,025,179             5.8
Gary Goodell................................................        1,017,384             5.8
John B. Haggin..............................................          904,736             5.1
Cornelia Eldridge...........................................                0               0
Robert Marty................................................        1,350,000             7.7
</TABLE>

    All officers and directors as a group own 7,297,299 or 41.5% of the
outstanding shares of the Company.

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

(1) Includes 88,875 held by family members.

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. These advances are expected to be repaid from the
proceeds of pending private placements.

                                       9
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. (CONTINUED)
    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 and to date no demand has been made
for repayment.

    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. The Company has placed 200,000 shares in
escrow and recorded the shares as treasury stock pending the acceptance or lack
thereof of the offer. The offer value was based upon 58,833 shares reserved at
the time of the plan of reorganization at $.105 and 141,167 shares valued at
$1.25, the market price on the date the shares were put in escrow. The Company
will record a charge to additional paid in capital if the offer is accepted.

    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.

                                       10
<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.

<TABLE>
<CAPTION>
EXHIBIT NUMBER
REFERENCE                                       DESCRIPTION
---------------------   ------------------------------------------------------------
<S>                     <C>
   (2a)*                2nd Amended Plan of Reorganization

                        Agreement and Plan of Merger between Media Vision
   (2b)*                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)*                 Employment Agreement with:

  (10.1)                (a)* John P. Sgarlat

                        (b)* William Campbell

                        (c)* Gary Goodell

                        (d) John B. Haggin

   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.

                        Stock Purchase Agreement between MPI Media Productions
   10.5*                International, Inc. and eContent, Inc.
</TABLE>

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

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

                                       11
<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, thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       eCONTENT, INC.
                                                       (formerly Media Vision Productions, Inc.)
Dated: February 10, 2001

                                                       By:             /s/ JOHN P. SGARLAT
                                                            -----------------------------------------
                                                                         John P. Sgarlat
                                                                          CHAIRMAN, CEO
</TABLE>

    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.

<TABLE>
<CAPTION>
                        NAME                                    TITLE                      DATE
                        ----                                    -----                      ----
<C>                                                    <S>                       <C>
                 /s/ JOHN P. SGARLAT
     -------------------------------------------       Chairman, CEO                February 10, 2001
                   John P. Sgarlat

               /s/ WILLIAM H. CAMPBELL
     -------------------------------------------       CFO                          February 10, 2001
                 William H. Campbell

                   /s/ JOHN HAGGIN
     -------------------------------------------       COO                          February 10, 2001
                     John Haggin
</TABLE>

                                       12
<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, 2000 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, 2000 and the consolidated statement of
stockholders' equity from October 1, 1997 through September 30, 2000 in the
accompanying index to the financial statements (Item 7.). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of eContent, Inc. and
Subsidiaries (formerly Media Vision, Inc) as of September 30, 2000, 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, 2000 in conformity with
generally accepted accounting principles.

                                          SCHUHALTER, COUGHLIN & SUOZZO, LLC

Raritan, New Jersey
January 4, 2001

                                      F-1
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000

<TABLE>
<S>                                                           <C>
                           ASSETS
Current Assets
  Cash and equivalents......................................  $   267,813
  Restricted cash...........................................        1,860
  Accounts receivable billed and unbilled--Net of $9000
    allowance for bad debt..................................      401,717
  Due from selling stockholder..............................      141,265
  Prepaid expenses and other current assets.................       74,089
                                                              -----------

    Total Current Assets....................................      886,744
                                                              -----------
Property and equipment, net of $18,790 accumulated
  depreciation..............................................      132,169
                                                              -----------

Other Assets
  Intangible assets, net of accumulated amortization of
    $205,975................................................    6,121,199
  Deposits..................................................       19,544
                                                              -----------
    Total Other Assets......................................    6,140,743
                                                              -----------
    Total Assets............................................    7,159,656
                                                              ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Accounts payable and accrued expenses.....................      323,691
  Corporate taxes payable...................................       66,431
  Bank credit line..........................................       53,146
  Due to stockholder........................................       15,000
  Due to selling stockholder................................      100,000
  Due to director...........................................      150,000
                                                              -----------
    Total Liabilities.......................................      709,268
                                                              -----------

Commitments and Contingencies (Note 7)......................           --
Minority interests in consolidated subsidiary...............       36,775
                                                              -----------

Stockholders' Equity
  Common stock, par value $.08 per share; authorized
    50,000,000 shares, 17,590,314 issued and outstanding....    1,407,225
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding......           --
  Additional paid in capital................................   12,660,898
  Deferred compensation.....................................      (53,000)
  Deficit accumulated during development stage..............   (7,600,510)
                                                              -----------
    Total Stockholders' Equity..............................    6,414,613
                                                              -----------
    Total Liabilities and Stockholders' Deficit.............    7,159,656
                                                              ===========
</TABLE>

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

                                      F-2
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                             FROM
                                                                                           APRIL 1,
                                                                                             1998
                                                            FOR THE         FOR THE        (DATE OF
                                                             YEAR            YEAR         INCEPTION)
                                                             ENDED           ENDED            TO
                                                         SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                             1999            2000            2000
                                                         -------------   -------------   -------------
<S>                                                      <C>             <C>             <C>
Production Revenue.....................................   $        --     $ 1,131,398     $ 1,131,398
Royalty and Other Revenue..............................            --         342,811         342,811
                                                          -----------     -----------     -----------
TOTAL REVENUES.........................................   $        --       1,474,209       1,474,209
                                                          -----------     -----------     -----------
COSTS AND EXPENSES:
  Development, production and distribution.............       127,387       1,869,268       1,996,655
  General and administrative...........................       726,219       1,520,294       2,388,272
  Depreciation and amortization........................        16,905         207,500         224,405
  Stock based compensation.............................     3,043,667       1,289,396       4,333,062
                                                          -----------     -----------     -----------
      TOTAL COSTS AND EXPENSES.........................     3,914,178       4,886,457       8,942,394

      LOSS FROM OPERATIONS
        before other expenses and provision
        for income taxes...............................     3,914,178       3,412,248       7,468,185

      OTHER INCOME (EXPENSE):
        Bad debt expense...............................            --          (3,000)         (3,000)
        Settlement expense.............................       (10,556)        (22,288)        (32,844)
        Interest income................................            --           2,487           2,487
        Interest expense...............................       (17,500)         (3,703)        (21,203)
        Minority interest in consolidated subsidiary
          earnings.....................................            --         (36,775)        (36,775)
                                                          -----------     -----------     -----------
      TOTAL OTHER INCOME (EXPENSE).....................       (28,056)        (63,279)        (91,335)
                                                          -----------     -----------     -----------

      LOSS BEFORE INCOME TAXES.........................     3,942,234       3,475,527       7,559,520
        Provision for income taxes.....................            --         (40,990)        (40,990)
                                                          -----------     -----------     -----------
      NET LOSS.........................................   $(3,942,234)    $(3,516,517)    $(7,600,510)
                                                          ===========     ===========     ===========
LOSS PER COMMON SHARE, BASIC
  AND DILUTED..........................................   $      (.70)    $      (.27)
                                                          ===========     ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND
  DILUTED..............................................     5,653,619      12,914,484
                                                          ===========     ===========
</TABLE>

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

                                      F-3
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                   FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
                                 COMMON STOCK           PREFERRED STOCK                      ADDITIONAL
                            -----------------------   --------------------     DEFERRED        PAID IN
                              SHARES       AMOUNT      SHARES     AMOUNT     COMPENSATION      CAPITAL      (DEFICIT)
                            -----------   ---------   --------   ---------   -------------   -----------   ------------
<S>                         <C>           <C>         <C>        <C>         <C>             <C>           <C>
Balance, October 1, 1997
  as previously
  reported................    9,106,365   $ 291,404     75,000   $ 750,000             --    $ 3,166,718   $  5,313,638
Cancellation of preferred
  shares for conversion to
  common stock on one to
  one basis in
  reorganization..........       75,000       2,400    (75,000)   (750,000)            --        747,600             --
Reverse split of one new     (9,181,365)   (293,804)        --          --             --             --             --
  share of common
  stock for each 25 prior
  shares of common
  stock and change of
  par value to $.80.......      367,355     293,804         --          --             --             --             --
Retained deficit prior to
  reorganization charged
  to additional paid in
  capital.................           --          --         --          --             --     (4,211,354)    (4,211,354)
Net income reported by
  predecessor for the year
  ended September 30,
  1998....................           --          --         --          --             --      1,016,185      1,016,185
Issuance of common stock
  for the cancellation of
  indebtedness pursuant to
  plan of
  reorganization..........       30,970      24,632         --          --             --        (21,400)            --
                            -----------   ---------   --------   ---------    -----------    -----------   ------------
  Subtotal................      398,045     318,436         --          --             --       (318,436)       (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
                            -----------   ---------   --------   ---------    -----------    -----------   ------------
Balance as restated for
  recapitalization
  effective April 1,
  1998....................    4,398,045   $ 351,844   $     --   $      --    $        --    $  (351,844)  $         --
                            ===========   =========   ========   =========    ===========    ===========   ============

<CAPTION>
                                TOTAL
                            STOCKHOLDERS'
                               EQUITY
                            -------------
<S>                         <C>
Balance, October 1, 1997
  as previously
  reported................  $ (1,102,284)
Cancellation of preferred
  shares for conversion to
  common stock on one to
  one basis in
  reorganization..........            --
Reverse split of one new              --
  share of common
  stock for each 25 prior
  shares of common
  stock and change of
  par value to $.80.......            --
Retained deficit prior to
  reorganization charged
  to additional paid in
  capital.................            --
Net income reported by
  predecessor for the year
  ended September 30,
  1998....................            --
Issuance of common stock
  for the cancellation of
  indebtedness pursuant to
  plan of
  reorganization..........            --
                            ------------
  Subtotal................       (86,099)
Change of par value from
  $.80 to $.08............            --
Retroactive effect of
  recapitalization on
  January 4, 1999
  including the
  elimination of prior
  retained deficit........        86,099
                            ------------
Balance as restated for
  recapitalization
  effective April 1,
  1998....................  $         --
                            ============
</TABLE>

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

                                      F-4
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)

                   FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
                               COMMON STOCK                                                ADDITIONAL
                           ---------------------   PREFERRED    STOCK       DEFERRED        PAID IN
                             SHARES      AMOUNT     SHARES      AMOUNT    COMPENSATION      CAPITAL       (DEFICIT)
                           ----------   --------   ---------   --------   -------------   ------------   ------------
<S>                        <C>          <C>        <C>         <C>        <C>             <C>            <C>
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             --
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)
                           ----------   --------    -------    --------    ----------     ------------   ------------
Balance, September 30,
  1998, as restated......   4,650,209    372,017         --          --            --         (131,028)      (141,759)
Issuance of common stock
  in connection with the
  extension of note
  payable................     500,000     40,000         --          --            --          (15,000)            --
Issuance of common stock
  in private placements,
  net of offering costs
  of $62,472.............     912,500     73,000         --          --            --          776,028             --
Issuance of common stock
  in consideration for
  cancellation of note
  payable plus accrued
  interest...............     500,000     40,000         --          --            --          227,500             --
Issuance of common stock
  to employees for
  services...............   3,400,000    272,000         --          --            --        2,754,000             --
Issuance of stock options
  to employees...........          --         --         --          --       (88,333)         106,000             --
Net loss for the year
  ended September 30,
  1999...................          --         --         --          --            --               --     (3,942,234)
                           ----------   --------    -------    --------    ----------     ------------   ------------
Balance at September 30,
  1999...................  10,162,709   $797,017         --    $     --    $  (88,333)    $  3,717,500   $ (4,083,993)
                           ==========   ========    =======    ========    ==========     ============   ============

<CAPTION>
                               TOTAL
                           STOCKHOLDERS'
                              EQUITY
                           -------------
<S>                        <C>
Balance as restated for
  recapitalization
  effective April 1,
  1998...................  $         --
Issuance of common stock,
  in private placement,
  net of offering costs
  of $14,011.............       240,989
Correction of predecessor
  shares canceled in
  reverse split and
  cancellation of
  indebtedness...........            --
Net loss for the period
  from April 1, 1998
  (date of inception) to
  September 30, 1998.....      (141,759)
                           ------------
Balance, September 30,
  1998, as restated......        99,230
Issuance of common stock
  in connection with the
  extension of note
  payable................        25,000
Issuance of common stock
  in private placements,
  net of offering costs
  of $62,472.............       849,028
Issuance of common stock
  in consideration for
  cancellation of note
  payable plus accrued
  interest...............       267,500
Issuance of common stock
  to employees for
  services...............     3,026,000
Issuance of stock options
  to employees...........        17,667
Net loss for the year
  ended September 30,
  1999...................    (3,942,234)
                           ------------
Balance at September 30,
  1999...................  $    342,191
                           ============
</TABLE>

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

                                      F-5
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)

                   FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
                               COMMON STOCK                                                ADDITIONAL
                          -----------------------   PREFERRED    STOCK       DEFERRAL        PAID IN
                            SHARES       AMOUNT      SHARES      AMOUNT    COMPENSATION      CAPITAL      (DEFICIT)
                          ----------   ----------   ---------   --------   -------------   -----------   ------------
<S>                       <C>          <C>          <C>         <C>        <C>             <C>           <C>
Balance at October 1,
  1999..................   9,962,709   $  797,017         --          --     $(88,333)     $ 3,717,500   $ (4,083,993)
Shares issued in
  consideration for
  cancellation of
  officer loans.........     805,424       64,434         --          --           --          740,990             --
Issuance of shares in
  connection with
  acquisition of MPI
  subsidiary............   1,350,000      108,000         --          --           --        4,042,000             --
Issuance of stock
  options to employee of
  subsidiary............          --           --         --          --           --          368,750             --
Exercise of stock
  options...............     500,000       40,000         --          --           --           60,000             --
Issuance of common stock
  for services..........   1,135,000       90,800         --          --           --        1,801,952             --
Issuance of shares in
  private placement, net
  of option costs of
  $184,975..............   3,437,181      274,974         --          --           --        1,811,706             --
Shared issued for cash
  and guarantee of
  acquisition note......     400,000       32,000         --          --           --          118,000             --
Amortization of deferred
  compensation..........          --           --         --          --       35,333               --             --
  Net Loss..............          --           --         --          --           --               --     (3,516,517)
                          ----------   ----------    -------    --------     --------      -----------   ------------
                          17,590,314   $1,407,225         --          --     $(53,000)     $12,650,878   $ (7,600,510)
                          ==========   ==========    =======    ========     ========      ===========   ============

<CAPTION>
                              TOTAL
                          STOCKHOLDERS'
                             EQUITY
                          -------------
<S>                       <C>
Balance at October 1,
  1999..................  $    342,191
Shares issued in
  consideration for
  cancellation of
  officer loans.........       805,424
Issuance of shares in
  connection with
  acquisition of MPI
  subsidiary............     4,150,000
Issuance of stock
  options to employee of
  subsidiary............       368,750
Exercise of stock
  options...............       100,000
Issuance of common stock
  for services..........     1,892,752
Issuance of shares in
  private placement, net
  of option costs of
  $184,975..............     2,086,680
Shared issued for cash
  and guarantee of
  acquisition note......       150,000
Amortization of deferred
  compensation..........        35,333
  Net Loss..............    (3,516,517)
                          ------------
                          $  6,414,613
                          ============
</TABLE>

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

                                      F-6
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           FROM
                                                                                         APRIL 1,
                                                                                           1998
                                                          FOR THE         FOR THE        (DATE OF
                                                           YEAR            YEAR         INCEPTION)
                                                           ENDED           ENDED            TO
                                                       SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                           1999            2000            2000
                                                       -------------   -------------   -------------
<S>                                                    <C>             <C>             <C>
Cash flows from operating activities:
  Net Loss...........................................  $ (3,942,234)   $ (3,516,517)   $ (7,600,510)
  Adjustments to reconcile net loss to net cash used
    in operating activities:
    Depreciation and amortization....................        16,905         207,500         224,405
    Interest expense.................................        17,500              --          17,500
    Loan fees........................................        25,000              --          25,000
    Stock based compensation and expenses paid by
      stock..........................................     3,043,667       2,585,670       5,629,337
Changes in assets and liabilities:
  Restricted Cash....................................            --         252,221         252,221
  Accounts Receivable................................            --         (88,465)        (88,465)
  Prepaid Expenses and other Current Assets..........            --          75,223          75,223
  Deferred Revenue...................................            --        (274,094)       (274,094)
  Taxes Payable......................................            --          47,012          47,012
  Accounts payable and accrued expenses..............        74,078        (111,037)        (31,672)
    Deposits.........................................        (4,200)         (2,390)         (6,590)
                                                       ------------    ------------    ------------
    Net cash used in operating activities............      (769,284)       (824,877)     (1,730,633)
                                                       ------------    ------------    ------------
Cash flows from investing activities:
  Investment in intangible assets....................       (90,481)     (1,737,500)     (1,827,981)
  Investment in property and equipment...............       (22,184)        (13,498)        (35,682)
  Advance on production rights.......................      (375,000)             --        (375,000)
                                                       ------------    ------------    ------------
    Net cash used in investing activities............      (487,665)     (1,750,998)     (2,238,663)
                                                       ------------    ------------    ------------
Cash flows from financing activities:
  Cash acquired in acquisition.......................            --         290,656         290,656
  Net proceeds from issuance of common stock.........       835,017       2,236,680       3,326,697
  Proceeds from loans................................       250,000              --         298,713
  Advances from officers.............................        38,954         327,000         365,954
  Advance from stockholder...........................        15,000              --          15,000
  Repayment of loans.................................       (48,713)        (11,198)        (59,911)
                                                       ------------    ------------    ------------
    Net cash provided by financing activities........     1,090,258       2,843,138       4,237,109
                                                       ------------    ------------    ------------
Net increase (decrease)in cash and cash
  equivalents........................................      (166,691)        267,263         267,813
Cash and cash equivalents,
  Beginning of Period................................       167,241             550               0
                                                       ------------    ------------    ------------
Cash and cash equivalents,
  End of Period......................................  $        550    $    267,813    $    267,813
                                                       ============    ============    ============
</TABLE>

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

                                      F-7
<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. (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. After the completion of its public offering
in August of 1987 as Flair Communications, the Company went through management
and operational changes and on October 1, 1993 underwent a quasi-reorganization.
On September 26, 1994, the Company acquired all of the issued and outstanding
shares of Tier Environmental Services, Inc. ("Tier of Florida"), a Florida
corporation. 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.

    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.

    In May, 2000, the Company acquired a 41% interest in Media Productions
International, Inc. and on September 28, 2000 the Company increased its
ownership to 51% of MPI.

NOTE 2--LOSSES DURING THE DEVELOPMENT STAGE

    The Company has incurred operating losses totaling $7,600,510 from inception
April 1, 1998 through September 30, 2000.

    The Company has been in the development stage through September 30, 2000 and
its activities have been focused on the acquisition of the MPI subsidiary and
the development of MPI's programs. Because eContent has been in the development
stage, the accompanying financial statements should not be regarded as typical
for normal operating periods.

    The Company believes that its remaining cash resources at September 30,
2000, along with cash flows expected to be generated from financings that are
expected to close in the short term will be sufficient to fund the Company's
operations through 2001. Additional funding will be required to purchase the
remaining minority interest of the MPI subsidiary. However, there can be no
assurance that the Company will generate sufficient revenues to provide positive
cash flows from operations or that sufficient capital will be available, when
required, to permit the Company to realize its plans.

                                      F-8
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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, 1999
includes the accounts of the Company and its wholly owned subsidiary, Media
Vision Properties Inc., which commenced operations on April 1, 1998. The
accompanying consolidated balance sheet as of September 30, 2000 includes the
Company and its wholly owned subsidiaries, Media Vision Properties Inc. and
National Licensing Corporation, as well as the Company's 51% owned subsidiary,
MPI Media Productions International, Inc. The consolidated statements of
operations include the results of operations of the Company and Media Vision
Properties, Inc. for all periods presented and MPI Media Productions
International, Inc. effective June 1, 2000 and National Licensing Corporation
effective September 5, 2000.

    All significant intercompany accounts and transactions have been eliminated.

RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

    Due to the recapitalization, historical stockholders' equity of the acquirer
(Media Vision Properties, Inc.) prior to the merger is retroactively restated
for the equivalent number of shares received in the merger after giving effect
to any difference in par value of the issuer's and acquirer's stock with an
offset to paid-in capital. Retained deficit of the acquirer has been carried
forward after the acquisition.

    Certain reclassifications have been made to the 1999 financial statements to
conform with the 2000 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.

                                      F-9
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)
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.

    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.

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.

                                      F-10
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)
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

<TABLE>
<CAPTION>
                                                                FOR THE YEARS ENDED
                                                                   SEPTEMBER 30,
                                                              -----------------------
                                                                1999           2000
                                                              --------       --------
<S>                                                           <C>            <C>
Interest Paid...............................................   $    0         $3,703
                                                               ======         ======
Income Taxes Paid...........................................   $    0         $  625
                                                               ======         ======
</TABLE>

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

<TABLE>
<CAPTION>
                                                              FOR THE YEARS ENDED
                                                                 SEPTEMBER 30,
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Issuance of 500,000 shares of common shares for loan fees...  $ 25,000   $      0
                                                              ========   ========
Cancellation of $250,000 loan principal and accrued interest
  of $17,500 for issuance of 500,000 shares of common
  stock.....................................................  $267,500   $      0
                                                              ========   ========
Cancellation of $327,000 of advances from officers for
  issuance of 327,000 shares of common stock................  $      0   $327,000
                                                              ========   ========
Cancellation of $478,424 unpaid salary and expenses for
  issuance of 478,424 shares of common stock................  $      0   $478,424
                                                              ========   ========
</TABLE>

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 $0, $13,572 and $18,096 for the period from April
1, 1998 through September 30, 1999 and for the years ended September 30, 1999
and 2000, respectively.

                                      F-11
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)
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.

INTANGIBLE ASSETS

    Intangible assets consist of Intellectual Property including Goodwill,
licensing rights and customer lists were capitalized in connection with the
acquisition discussed in Note 11, and MVPI pursuant to APB 16. Amortization is
computed using the straight-line method over the estimated useful life of the
assets, generally 20, 10 and 7 years, respectively.

    Amortization expense was $13,572 and $196,093 for the years ended
September 30, 1999 and 2000, respectively.

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 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.

NOTE 4--STOCKHOLDERS' EQUITY

COMMON STOCK

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

                                      F-12
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--STOCKHOLDERS' EQUITY (CONTINUED)
    As of October 1, 1997 the Company's predecessor had 9,181,365 shares of
common stock outstanding, after the exchange of 75,000 preferred shares to
common shares pursuant to the Plan of Reorganization.

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

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

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

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

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

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

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

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

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

    During fiscal year ended September 30, 2000 the Company issued 3,437,181
shares for $.69 per share, 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.

                                      F-13
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--STOCKHOLDERS' EQUITY (CONTINUED)

RESERVED SHARES AND TREASURY STOCK

    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. On November 3, 1999, the Company placed 200,000 shares in
escrow in connection with an offer to settle the dispute with the prior
shareholder of the predecessor corporation. These shares were valued at the
settlement value of $182,600 and recorded as treasury stock. These shares were
treated as outstanding as of September 30, 1999 pursuant to SFAS 128 and a like
amount was recorded as accrued settlement in current liabilities. In February,
this offer was rescinded and the financial statements were restated to reverse
the treasury stock.

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 two years ended September
2000, all of which were nonqualified stock options, is set forth below:

<TABLE>
<CAPTION>
                                                            WEIGHTED    AVERAGE
                                                            NUMBER OF   EXERCISE
                                                             OPTIONS     PRICE
                                                            ---------   --------
<S>                                                         <C>         <C>
Granted...................................................   400,000     $.625
Exercised.................................................        --        --
Cancelled.................................................        --        --
                                                            --------     -----
Outstanding at September 30, 1999.........................   400,000     $.625
                                                            --------     -----
Granted...................................................   500,000     $ .20
Exercised.................................................  (500,000)      .20
Cancelled.................................................        --        --
                                                            --------     -----
Outstanding at September 30, 2000.........................   400,000     $.625
                                                            ========     =====
</TABLE>

    The per share weighted average remaining life of the options outstanding at
September 30, 2000 is 1.5 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 1999 and
2000 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%, risk-free interest rate ranging
from 4.85 to 6.18 and expected option life of 3

                                      F-14
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--STOCKHOLDERS' EQUITY (CONTINUED)
years. The per share weighted-average fair value of stock options granted during
1999 was $2.18. 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 1999 and 2000 would have been increased to the pro forma amounts shown
below.

<TABLE>
<CAPTION>
                                                     SEPTEMBER 30,   SEPTEMBER 30,
                                                         1999            2000
                                                     -------------   -------------
<S>                                                  <C>             <C>
Net loss:
  As reported......................................   $3,942,234       3,516,517
  Pro forma........................................   $4,069,899       3,548,117
</TABLE>

    For the years ended September 30, 1999 and 2000 the Company recorded noncash
charges totaling $17,666 and $35,333, in connection with the grant of 400,000
options to employees and $368,750 in connection with the grant of 500,000
options to employees in 2000. 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, 3,556,040 warrants are exercisable at $1.50.

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 $0 and $1,350
was recorded for the fiscal year ended September 30, 1999 and, to date no demand
has been made for repayment.

                                      F-15
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--TRANSACTIONS WITH RELATED PARTIES

(CONTINUED)
    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.

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.
The Company's MPI subsidiary recently extended its New York City premises lease
through December, 2002. The leases call for basic rent and certain occupancy
costs and the remaining minimum payments under the lease at September 30, 2000
are as follows:

    Through fiscal year ending:

<TABLE>
<S>                                                           <C>
September 30, 2001..........................................  $106,301
September 30, 2002..........................................    77,201
September 30, 2003..........................................    15,374
                                                              --------
  Total.....................................................  $198,876
                                                              ========
</TABLE>

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. The Company has placed 200,000 shares in
escrow and recorded the shares as treasury stock pending the acceptance or lack
thereof of the offer. The offer value was based upon 58,833 shares reserved at
the time of the plan of reorganization at $.105 and 141,167 shares valued at
$1.25, the market price on the date the shares were put in escrow. The Company
rescinded its offer and restated opening equity by reversing treasury 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

                                      F-16
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--COMMITMENTS AND CONTINGENCIES (CONTINUED)
annual salaries totaling $515,000 for fiscal 2000, $566,500 for fiscal 2001 and
$623,150 for fiscal 2002. Additionally, the agreements provide for stock options
and grants of shares enumerated in Note 4.

    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 for up to nine years as follows:

<TABLE>
<CAPTION>
CALENDAR YEAR                                                  AMOUNT
-------------                                                 --------
<S>                                                           <C>
2001........................................................  $25,000
2002........................................................  $25,000
2003........................................................  $30,000
2004........................................................  $36,000
2005........................................................  $43,200
2006........................................................  $51,850
2007........................................................  $62,200
2008........................................................  $74,650
</TABLE>

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 $2,828,800 in the form of net operating loss ("NOL")
carryforwards of approximately $8,320,000 for federal income tax purposes to
reduce future taxable income. If not utilized, the federal NOL's expire at
various dates through 2020.

    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.

    During the fiscal year end September 30, 2000 provision for taxes on the
Company's consolidated subsidiary for the four months ended September 30, 2000
consisted of the following:

<TABLE>
<CAPTION>
                                                 TOTAL     FEDERAL    STATE & LOCAL
                                                --------   --------   --------------
<S>                                             <C>        <C>        <C>
Current.......................................  $39,740    $20,645        $19,095
Deferred......................................    1,250         --          1,250
                                                -------    -------        -------
  Total.......................................  $40,990    $20,645        $20,345
                                                =======    =======        =======
</TABLE>

                                      F-17
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--PROPERTY AND EQUIPMENT

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

<TABLE>
<S>                                                           <C>
Production equipment........................................  $112,796
Office equipment............................................  $ 35,683
Leasehold improvements......................................  $  2,480
                                                              --------
Less-Accumulated depreciation...............................   (18,790)
                                                              --------
                                                              $132,169
                                                              ========
</TABLE>

    Depreciation expense for the period from April 1, 1998 (date of inception)
through September 30, 1999 and the year ended September 30, 2000 was $3,333 and
$15,097, 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, when
the Company's shares were not 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, both of which were repaid subsequent to
September 30, 2000.

    Bank credit line represents revolving line of credit of the Company's MPI
subsidiary at prime plus 2.5 percent personally guaranteed by the officer.

NOTE 11--ACQUISITION OF MAJORITY INTEREST IN CONSOLIDATED SUBSIDIARY

    On December 12, 1999 the Company agreed to acquire up to 100% of the issued
and outstanding shares of Media Productions International, Inc., ("MPI") a
privately held New York Corporation which primarily operates as a television
production company. The terms provide the Company will pay $1,150,000 by January
31, 2000, $2,800,000 by June 1, 2000 and the issuance of 1,350,000 shares of the
Company's Common Stock. Additionally, the Company is to provide up to $550,000
working capital and agreed to enter into an employment agreement with MPI's
president.

    On May 31, 2000 the Company acquired 46% and on September 28, 2000 the
Company acquired an additional 5% of MPI with the issuance of 1,350,000 shares
of the Company's common stock, cash and expenses totaling $5,987,500 and assumed
liabilities in excess of basis of $249,193. This excess was recorded at
$2,760,000 of goodwill with a 20 year life; $2,607,519 of licensing rights with
the life of 10 years and $869,174 of customer lists with a life of 7 years, all
of which are included in intangible assets, net of $177,997 of amortization for
the four months ended September 30, 2000.

                                      F-18
<PAGE>
                        eCONTENT, INC. AND SUBSIDIARIES
                   (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--ACQUISITION OF MAJORITY INTEREST IN CONSOLIDATED SUBSIDIARY (CONTINUED)
    The following unaudited pro forma summary presents the consolidated results
of operations as if the business combination had occurred on October 1, 1999:

<TABLE>
<CAPTION>
                                                              FOR THE YEAR ENDED
                                                              SEPTEMBER 30, 2000
                                                              ------------------
<S>                                                           <C>
Revenue.....................................................      $ 3,515,133
Net loss....................................................       (3,312,117)
Loss per share..............................................      $      (.23)
</TABLE>

    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 business combination had
taken place at the date and on the basis assumed above.

                                      F-19