<PAGE>

                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)

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

For the fiscal year ended September 30, 1999

                                       OR

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

Commission file number 33-16736

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

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

105 S. NARCISSOS AVE. # 701 WEST PALM BEACH, FL              33401
  (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

                                      NONE
                                ----------------
                                (Title of Class)


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

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

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

         As of September 30, 1999 the Company had 10,162,709 shares of common
stock and no shares of preferred stock outstanding.


                                        1


<PAGE>

                                     PART I

Item 1.           BUSINESS.

GENERAL DESCRIPTION OF BUSINESS

         We are a development stage company engaged in the creation and
exploitation of television programming, Internet content, and related
merchandising opportunities. We are a vertically integrated eCommerce Marketing
Company, headquartered in West Palm Beach, Florida.

         To date, we have had no operation revenue.......

         We have a five year contract with Independence Public Media
Philadelphia TV-35 to produce network quality entertainment specials for
distribution to 351 Public Broadcast Stations, with 101,000,000 weekly viewers
nationwide. Twenty- four shows have been approved for syndication in the next
two years. Four shows will debut nationally during the March 2000 PBS Membership
Drive. We select and retain rights to all products, licenses and brand names
featured in the shows. Concurrently, we will develop and promote specific
Communities, Stores and Content targeted to the known audience for each program.

         Our products will be initially offered with a Direct Response 800#
highlighted regularly during each PBS airing, then crossed promoted and sold
through major Print, TV shopping, Retail and Web Channels. Merchandising
relationships are firmly in place. We have synchronized this network of sales
channels to link the "Power of PBS" to the "Power of Internet". PBS viewers
become our customers... then our WEB Members.

         Programming will be produced in strategic alliance with award winning
producer Bob Marty and MPI Media Productions International, a highly acclaimed,
full service television production company, which develops, produces and
syndicates programming to major networks worldwide. On December 14, 1999, we
executed an agreement to purchase MPI Media Productions International.

         We are currently in negotiations with Irving Azoff Entertainment and
Iliad Inc. for production and syndication of three holiday television specials
starring some of the most well known voices in the recording industry.

         During the next twelve months.....

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

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

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

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


<PAGE>

         RECENT REORGANIZATION AND NAME CHANGE.

         In January 1999 the Company changed its name to Media Vision
Productions, Inc.

         On October 1, 1999 the Company

         MEDIA VISION PRODUCTIONS, INC. (FORMERLY GULFSTAR INDUSTRIES, INC.)
(PARENT COMPANY)

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

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

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

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

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

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

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

         TIER ENVIRONMENTAL OF FLORIDA

         On September 26, 1994, the Company acquired all of the issued and
outstanding shares of Tier Environmental Services, Inc. ("Tier of Florida"), a
Florida corporation. The Company issued 1,491,032 restricted shares of the
Company's common stock in exchange for all of the issued and outstanding common
shares of Tier of Florida. This subsidiary was included in the Company's results
of operating activities for the years ended September 30, 1995 and 1996. DURING
THE YEAR ENDED SEPTEMBER 30,1997 THE COMPANY DISCONTINUED THE OPERATIONS (SEE
PART F/S - ITEM 7; "DISCONTINUED OPERATIONS") OF THIS SUBSIDIARY AND ON
SEPTEMBER 26,1997 THIS CORPORATION WAS ADMINISTRATIVELY DISSOLVED BY THE STATE
OF FLORIDA.

         PLANT TECHNICAL SERVICES, INC.

         On September 27, 1995, the Company entered into a merger and
acquisition plan to acquire all the shares and assets of Plant Technical
Services, Inc. ("PTS"), an engineering and technical services firm consulting to
the power industry, located in the Dallas/Ft. Worth area of North-Central Texas.
The Company issued Seventy Five Thousand (75,000) shares of convertible
preferred stock at a par value of Ten Dollars ($10) per share, in addition to
Seven



<PAGE>

Hundred Fifty Thousand (750,000) shares of common stock as per Rule 144, to the
shareholders of PTS, in exchange for all the issued and outstanding stock of
PTS. The cash and note consideration, in addition to the shares issued was a
total of One Million Two Hundred Twenty Thousand Dollars ($1,220,000) to be paid
as follows: One Hundred Thousand Dollars ($100,000) at closing: Two Hundred
Twenty Thousand Dollars ($220,000) within One Hundred Eighty (180) days from the
closing date, and the balance of Nine Hundred Thousand Dollars ($900,000) in the
form of a note, to be paid in installments over a five year period commencing on
March 1, 1996. The initial management of PTS was headed by the former majority
shareholder of PTS and the existing managerial staff at the time of the
acquisition.

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

         This subsidiary was included in the Company's results of operating
activities for the fiscal year ended September 30, 1996 and the first quarter of
the fiscal year ended September 30, 1997, and discontinued operations effective
March 31, 1997.

         During the year ended September 30,1997 the PTS subsidiary discontinued
operations and the subsidiary recorded losses on the abandonment of a project in
Mexico, offset by liabilities directly associated with this project as well as
the impairment of fixed assets and goodwill offset by liabilities directly
associated with these assets including liabilities it had recorded to a
shareholder pursuant to APB16, accounting for the acquisition of a subsidiary
utilizing the purchase method. Certain administrative liabilities remained as of
September 30,1997 (See Part F/S - Item 7; "Discontinued Operations"). ON JULY
22,1998 PTS SUBSIDIARY FILED A VOLUNTARY PETITION FOR COMPLETE LIQUIDATION UNDER
CHAPTER 7 OF THE BANKRUPTCY CODE IN THE MIDDLE DISTRICT OF FLORIDA, TAMPA
DIVISION. Effective September 30, 1998, for accounting purposes, the subsidiary
has been treated as liquidated as the last day of the fiscal period.

(b)      PUBLIC OFFERING OF SECURITIES

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

                                        3


<PAGE>

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

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

(c)      OTHER MATTERS

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

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

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


                                       4


<PAGE>

(d)      COMPETITION

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

(e)      EMPLOYEES AND CONSULTANTS

         We presently have individuals who are employees and consultants.

Item 2.           PROPERTIES.

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

Item 3.           LEGAL PROCEEDINGS.

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

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

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

                                     PART II


<PAGE>

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 through a merger
with Gulfstar Industries, Inc., formerly known as Tier Environmental Services,
Inc. 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>                   <C>
1999                  First Quarter
                      Second Quarter
                      Third Quarter                                    2 5/8                 1/2
                      Fourth Quarter                                   1 3/8                 3/4

1998                  Unavailable at this time

1997                  Unavailable at this time

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

</TABLE>


(b)      SHAREHOLDERS.

As of ________________, 1999, we had ______________ shares of common stock
outstanding and approximately ___________ 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.

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

         The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management. The Company's operating divisions included Tier
Environmental, Inc. and Plant Technical Services, Inc. during the year ended
September 30, 1997 and both subsidiaries discontinued operations and the Company
filed a voluntary petition for reorganization under Chapter 11 of the bankruptcy
laws.

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

TIER ENVIRONMENTAL SERVICES, INC.

         The primary revenue of this environmental subsidiary came from its work



<PAGE>

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

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

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

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

PLANT TECHNICAL SERVICES

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

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

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1998 VS. SEPTEMBER 30, 1997

         The Company's results from operations for the year ended September 30,
1998 consisted of an $45,527 administrative expenses of the reorganization. Net
income for the year ended September 30, 1998 of $1,016,185 is solely due to the
recording of the cancellation of indebtedness income reflecting the effect of
the completion of the bankruptcy which is non-recurring. During the year ended
September 30, 1997, the Company reported a loss from operations,


<PAGE>

primarily of the PTS subsidiary for the first quarter of the fiscal year of
$93,433 on total revenues of $967,260 as well as the loss from discontinued
operations of the Tier subsidiary of $1,136,162 which included the impairment of
the remaining goodwill and cancellation of indebtedness income and the loss from
discontinued operations of PTS subsidiary of $231,277, which included the
impairment of goodwill and abandonment of assets, net of the cancellation of
indebtedness directly associated with the acquisition of the same.

Year 2000 Issues

Many computer systems and software programs, including several used by the
Company may require modification and conversion to allow date code fields to
accept dates beginning with the year 2000. Major system failures or erroneous
calculations can result if computer system failures are not year 2000 compliant.

The Company is in the process of evaluating the computer systems they now have
in use and does not anticipate a major undertaking to be compliant.

All costs associated with year 2000 compliance that have been incurred by the
Company have been expensed and have not been capitalized. The overall cost to
the Company of modifications and conversion for year 2000 compliance with
relation to the financial statements taken as a whole is not material. The
Company is advised by a substantial majority of its vendors of computer products
upgraded to be year 2000 compliant, or will not be affected by the year 2000
problem. The Company's business could not materially adversely affected if the
Company's computer-based systems are not year 2000 compliant in a timely manner,
the Company incurs significant additional expenses pursuing year 2000
compliance, the Company's vendors do not timely provide year 2000 compliant
products, or the Company is subject to warranty or other claims by the Company's
clients related to product failures caused by the year 2000 problem.

LIQUIDITY AND WORKING CAPITAL AND PLAN OF OPERATION

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

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

         INFLATION

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

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," "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.

<PAGE>

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.


<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 FORMERLY MEDIA VISION PRODUCTIONS, INC.

<TABLE>
<CAPTION>

                                                                                                             Pages
                                                                                                             -----

<S>                                                                                                            <C>
      Report of Independent Auditors'                                                                          F-1


      Consolidated Balance Sheet of EContent, Inc (formerly
       Media Vision Productions, Inc.) as of September 30, 1999                                                F-3

      Consolidated Statements of Operations of EContent, Inc (formerly
       Media Vision Productions, Inc.) for the years ended
       September 30, 1999 and September 30, 1998 (Unaudited)                                                   F-4

      Consolidated Statements of Changes in Stockholders'
        Equity of EContent, Inc (formerly Media Vision
        Productions, Inc.) for the period from October 1, 1996
        to September 30, 1997 (Unaudited) and October 1, 1997
        to September 30, 1999                                                                              F-5,F-6

      Consolidated Statements of Cash Flows of EContent, Inc (formerly
       Media Vision Productions, Inc.) for the years ended
       September 30, 1999 and September 30, 1998 (Unaudited)                                               F-7,F-8

      Notes to the Financial Statements of EContent, Inc (formerly
       Media Vision Productions)                                                                          F-9-F-25

</TABLE>


b.       Interim Financial Statements.

         Not Applicable

c.       Financial Statements of Businesses Acquired and to be Acquired

         Not Applicable


                                        9


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of Media Vision
Productions, Inc. (formerly Gulfstar Industries, Inc.) and subsidiaries as of
September 30, 1999 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the year then ended in the
accompanying index to the financial statements (Item 7.). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Media Vision Productions, Inc.
(formerly Gulfstar Industries, Inc.) as of September 30, 1999, and the results
of operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

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

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


Raritan, New Jersey

_____________, 1999



                                                                             F-1


<PAGE>

                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999

<TABLE>


<S>                                                                  <C>
      Assets

Current Assets
  Cash                                                               $      550
                                                                      ---------

      Total Current Assets                                                  550

Advance on production rights                                            375,000
                                                                      ---------

Property and equipment, net of $3,333
 accumulated depreciation                                                18,851
                                                                      ---------

Other Assets
 Organization costs, net of accumulated
  amortization of $13,572                                                76,909
 Deposits                                                                 4,200
                                                                      ---------

      Total Other Assets                                                 81,109

      Total Assets                                                      475,510
                                                                      =========
      Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable and accrued expenses                                   79,365
 Accrued settlement                                                     182,600
 Due to officers                                                         38,954
 Due to stockholder                                                      15,000
                                                                      ---------

      Total Current Liabilities                                         315,919

Stockholders' Equity

  Common stock, par value $.08 per share; authorized
    50,000,000  shares, issued and outstanding 10,162,709               813,017
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                        -
Additional paid in capital                                            3,613,167
Deficit accumulated during development stage                         (4,083,993)
Treasury stock, at settlement value                                    (182,600)
                                                                      ---------

      Total Stockholders' Equity                                        159,591
                                                                        -------

      Total Liabilities and Stockholders' Deficit                    $  475,510
                                                                      ---------
                                                                      ---------

</TABLE>



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


                                                                             F-2

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                        From                              From
                                       April 1,                          April 1,
                                         1998          For the            1998
                                       (Date of          Year           (Date of
                                       Inception         Ended          Inception
                                      September 30    September 30,    September 30,
                                          1998            1999            1999
                                      -------------   -------------    ------------
<S>                                  <C>             <C>             <C>

TOTAL REVENUES                         $          -    $        -     $         -
                                       ------------    ----------     -----------
COSTS AND EXPENSES:
  Research and development
  Synocorion and Produciton
   costs                                          -             -               -
  General and administrative                 41,759        83,500          83,500
  Depreciation and amortization                   -       743,124         884,883
  Stock based compensation                        -     3,043,667       3,043,667
                                       ------------    ----------     -----------
      TOTAL COSTS AND EXPENSES              141,759     3,914,178       4,055,937

      NET LOSS FROM OPERATIONS              141,759     3,914,178       4,055,937

      OTHER INCOME (EXPENSE):

        Settlement expense                        -        10,556          10,556
        Interest expense                          -        17,500          17,500
                                       ------------    ----------     -----------
      TOTAL OTHER EXPENSE                         -        28,056          28,056
                                       ------------    ----------     -----------
      NET LOSS                         $    141,759    $3,942,234     $ 4,083,993
                                       ------------    ----------     -----------
                                       ------------    ----------     -----------

      LOSS PER COMMON SHARE, BASIC
        AND DILUTED                    $       .032    $     1.43
                                       ------------    ----------
                                       ------------    ----------
      COMMON SHARES OUTSTANDING,
        BASIC AND DILUTED                 4,423,171     5,653,619
                                       ------------    ----------
                                       ------------    ----------

</TABLE>


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



                                                                             F-3

<PAGE>



                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 1999

<TABLE>
<CAPTION>

                               Common Stock                         Preferred        Stock
                                  Shares            Amount            Shares         Amount
                                  ------            ------            ------         ------
<S>                              <C>              <C>                  <C>          <C>
Balance, October 1, 1997
 as previously reported          9,106,365        $  291,404           75,000       $ 750,000

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

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 vale to $.80                  367,355           293,804                -               -

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             30,970            24,632                -               -
                                 ---------         ---------          -------         -------
  Subtotal                         398,045           318,436                -               -

Change of par value from $.80
 to $.08                                 -          (286,592)               -               -

Retroactive effect of
 recapitalization on
 January 4, 1999 including
 the elimination of
 prior retained deficit          4,000,000           320,000                -               -
                                 ---------         ---------          -------         -------

Balance as restated for
 recapitalization
 effective April 1, 1998        $4,398,045         $ 351,844          $     -         $     -
                                 ---------         ---------          -------         -------
                                 ---------         ---------          -------         -------

</TABLE>


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


                                                                             F-4

<PAGE>

<TABLE>
<CAPTION>

                                                 Additional                                      Total
                                Treasury           Paid In                                    Stockholders'
                                 Stock             Capital             (Deficit)                 Equity
                                --------          ---------            ---------             -------------

<S>                                   <C>        <C>                  <C>                   <C>
                                       -         $3,166,718           $5,313,638             $(1,102,284)

                                       -            747,600                    -                       -

                                       -                  -                    -                       -



                                       -                  -                    -                       -



                                       -         (4,211,354)          (4,211,354)                      -



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




                                       -            (21,400)                   -                       -
                                --------          ---------            ---------               ---------

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


                                       -            286,592                    -                       -



                                       -           (320,000)              86,099                  86,099
                                --------          ---------            ---------               ---------


                                $      -          $(351,844)           $       -               $       -
                                --------          ---------            ---------               ---------
                                --------          ---------            ---------               ---------
</TABLE>


                                                                             F-5
<PAGE>



                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   FROM OCTOBER 1, 1997 TO SEPTEMBER 30, 1999

<TABLE>
<CAPTION>

                                                          Common Stock                      Preferred Stock
                                                   Shares              Amount            Shares         Amount
                                                   ------              ------            ------         ------
<S>                                               <C>                 <C>                    <C>             <C>
Balance as restated for
 recapitalization
 effective April 1, 1998                           4,398,045           351,844                -               -

Issuance of common stock, in
 private placement, net of
 offering costs of $14,011                           255,000            20,400                -               -

Correction of predecessor
 shares canceled in reverse
 split and cancellation of
 indebtedness                                         (2,836)             (227)               -               -

Net loss for the period from
 April 1, 1998 (date of
 inception) to September 30,
 1998                                                      -                 -                -               -
                                                   ---------         ---------         --------       ---------

Balance, September 30, 1998,
 as restated                                       4,650,209           372,017                -               -

Issuance of common stock
 in connection with the
 extension of note payable                           500,000            40,000                -               -

Issuance of common stock in
 private placements, net of
 offering costs of $62,472                           912,500            73,000                -               -

Issuance of common stock in
 consideration for cancellation
 of note payable plus accrued
 interest                                            500,000            40,000                -               -

Issuance of 200,000 shares of
 common stock to treasury at
 settlement value                                    200,000            16,000                -               -

Issuance of common stock to
 employees for services                            3,400,000           272,000                -               -

Issuance of stock options to
 employees                                                 -                 -                -               -

Net loss for the year ended
 September 30, 1999                                        -                 -                -               -
                                                  ----------           -------          -------       ---------

Balance at September 30, 1999                     10,162,709         $ 813,017                -      $        -
                                                  ----------           -------          -------       ---------
                                                  ----------           -------          -------       ---------

</TABLE>


                                                                             F-6
<PAGE>

<TABLE>
<CAPTION>


                                                  Additional                                     Total
                                  Treasury          Paid In           Accumulated            Stockholders'
                                   Stock            Capital            (Deficit)                 Equity
                                   -----            -------            ---------                 ------

<S>                                   <C>          <C>                        <C>               <C>
                                       -           (351,844)                   -                       -



                                       -            220,589                    -                 240,989




                                       -                227                    -                       -




                                       -                  -             (141,759)               (141,759)
                                 -------          ---------            ---------               ---------


                                       -           (131,028)             141,759                  99,230



                                       -            (15,000)                   -                  25,000



                                       -            776,028                    -                 849,028




                                       -            227,500                    -                 267,500



                                (182,600)           (16,000)                   -                (182,600)


                                       -          2,754,000                    -               3,026,000


                                       -             17,667                    -                  17,667


                                       -                  -           (3,942,234)             (3,942,234)
                                 -------          ---------            ---------               ---------

                               $(182,600)        $3,613,167          $(4,083,993)             $  159,591
                                 -------          ---------            ---------               ---------
                                 -------          ---------            ---------               ---------

</TABLE>


                                                                             F-7
<PAGE>

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

<TABLE>
<CAPTION>

                                                                  From
                                                                October 2,
                                                                   1996
                                                                (Date of
                                                                Inception)
                                        For the Years Ended         to
                                           September 30,       September 30,
                                        1998          1999         1999
                                     ----------    ----------   ----------
<S>                                    <C>         <C>          <C>
Cash flows from operating
  activities:
  Net Loss
  Adjustments to reconcile net
   loss to net cash used in
    operating activities:
    Depreciation and amortization
    Interest expense
    Loss on unconsolidated subsidiary
    Stock based compensation
Changes in assets and liabilities:
    Prepaid expenses and other current
      assets
    Accounts payable
    Accrued expenses
    Due to affiliate
    Deferred revenue
    Increase in cash overdraft
    Increase in receivables from
      subsidiary
      Net cash used in operating
        activities

Cash flows from investing activities:
  Investment in organizational costs
  Investment in licensing rights
  Investment in property and equipment
  Investment in unconsolidated
    subsidiary
      Net cash used in investing
        activities

Cash flows from financing activities:
  Proceeds from loan
  Proceeds from issuance of common
    stock, net of offering costs
  Repurchase of treasury stock
    at cost
     Net cash provided by financing
       activities

Net increase (decrease)in cash and cash
  equivalents
Cash and cash equivalents, Beginning
  of Period

Cash and cash equivalents, End of
  Period

</TABLE>


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

                                                                             F-8


<PAGE>



                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION (SEPTEMBER 30, 1997 - UNAUDITED)

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

         NATURE OF BUSINESS

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

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

         On September 26, 1994, the Company acquired all of the issued and
         outstanding shares of Tier Environmental Services, Inc. ("Tier of
         Florida"), a Florida corporation. The Company issued 1,491,032
         restricted shares of the Company's common stock in exchange for all of
         the issued and outstanding common shares of Tier of Florida. During the
         year ended September 30, 1997 (Unaudited) this subsidiary discontinued
         operations and was administratively dissolved by the State of Florida
         on September 26, 1997.

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

         On September 27, 1995, the Company entered into a merger and
         acquisition plan to acquire all the shares and assets of Plant
         Technical Services, Inc. ("PTS"), an engineering and technical services
         firm consulting to the power industry, located in Texas. The Company
         issued Seventy Five Thousand (75,000) shares of convertible preferred
         stock at a par value of Ten Dollars ($10) per shares, Seven Hundred
         Fifty Thousand (750,000) shares of common stock pursuant to SEC Rule
         144, as well as cash and debt of $1,220,000 to the shareholders of PTS,
         in exchange for all the issued and outstanding stock of PTS.

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

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


                                                                             F-8

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

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

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

         REORGANIZATION UNDER BANKRUPTCY PROCEEDINGS

         In July 1997, the Company filed a petition under Chapter 11 of the
         Bankruptcy laws. This generally delays payment of liabilities incurred
         prior to filing the petition while the Company develops a plan of
         reorganization that is satisfactory to its creditors and allows it to
         continue as a going concern (see Note 2). The carrying amounts of
         assets and liabilities are unaffected by the proceedings, but
         liabilities are presented according to the status of creditors for the
         year ended September 30, 1997. The Company's petition was confirmed by
         the Bankruptcy Court on September 2, 1998 and became effective on
         January 4, 1999. The Plan of Reorganization and confirmation of the
         same included the acceptance of the agreement and merger plan between
         Media Visions Productions, Inc. (the Company) and Media Vision
         Properties, Inc., whereby holders of existing voting shares immediately
         before the confirmation retain less than 50% of the voting shares of
         the surviving entity (See Note 10) and the post petition liabilities
         allowed and claims exceed the carrying value of assets. Therefore the
         Company has adopted the fresh-start approach for accounting purposes
         and retained deficits prior to September 30, 1998 have been charged to
         additional paid in capital.

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

         ACQUISITION AND DISCONTINUATION OF TIER ENVIRONMENTAL SERVICES, INC.

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


                                                                             F-9

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

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

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

         ACQUISITION AND DISCONTINUATION OF PLANT TECHNICAL SERVICES, INC.

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

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

         During the quarter ending March 31, 1997 the Texas subsidiary made the
         determination to cease operations which it did so on approximately May
         20, 1997 (Unaudited).

         PRINCIPLES OF CONSOLIDATION

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


                                                                            F-10

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

         All significant intercompany accounts and transactions have been
         eliminated.

         RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

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

         REVENUE RECOGNITION

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

         CASH AND CASH EQUIVALENTS

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

         FIXED ASSETS

         Fixed assets were stated at cost less accumulated depreciation.
         Maintenance, repairs and minor replacements are charged to operations
         as incurred; major replacements and betterments are capitalized.
         Depreciation of fixed assets is provided on the straight-line method
         over estimated useful lives of 5 to 7 years. The cost of assets sold or
         retired and related accumulated depreciation are removed from the
         accounts at the time of disposition, and any resulting gain or loss is
         reflected in income for the period. During the year ended September 30,
         1997 (unaudited) the company recorded abandonment losses in the
         discontinued operations of its two subsidiaries.

         LONG-LIVED ASSETS

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

         GOODWILL

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


                                                                            F-11

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)


         FINANCIAL INSTRUMENTS

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

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

         ACCOUNTS PAYABLE AND ACCRUED EXPENSES: The carrying value of the
         accounts payable and accrued expenses approximate their fair value and
         were reflected at the post-petition value at September 30, 1998.

              INCOME TAXES

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

         ECONOMIC DEPENDENCE

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

         USE OF ESTIMATES

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

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


                                                                            F-12

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

         ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

<TABLE>
<CAPTION>

<S>                                                               <C>
           Administrative (expenses) (to be paid by
              Acquirer pursuant to plan of reorganization)        $31,093

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

           Advanced Expenses (which have already been paid by
              Acquirer pursuant to plan of reorganization)         15,038
                                                                  -------
                                                                  $86,131
                                                                  -------
                                                                  -------

</TABLE>


         EARNINGS PER SHARE

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

      SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                  For the Years Ended
                                    September, 1998
                                   1998        1999
                                  ------      ------
<S>                                <C>        <C>
      Interest Paid                $ 0
                                  ------
                                  ------

      Income Taxes Paid            $ 0
                                  ------
                                  ------

</TABLE>

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

<TABLE>
<CAPTION>

                                                         For the Years Ended
                                                             September 30,
                                                          1999           1998
                                                       ----------     ----------
<S>                                                    <C>            <C>
      Rescission of 357,133 contingent shares of
        common stock issued to "Tier" shareholders

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

      Income from the cancellation of unsecured
        notes payable of the "Tier" subsidiary

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

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

</TABLE>


                                                                            F-13

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

NOTE 2 - PLAN OF REORGANIZATION

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

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

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

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

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

NOTE 3 - CAPITAL STOCK

         COMMON STOCK

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

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


                                                                            F-14

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

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

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

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

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

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

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

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

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

         RESERVED SHARES

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

         In connection with the plan of reorganization, the company objected to
         the claim of the prior shareholder of the PTS subsidiary, and as
         discussed in Note 6, the disallowed claim would have to be overturned,
         which the company has been advised by counsel is unlikely. Had the
         claim been allowed, this shareholder could be awarded up to 58,833 of
         "new" shares pursuant to the plan of reorganization.


                                                                            F-15

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

         PREFERRED STOCK

         The certificate of incorporation of the Company authorizes its board of
         directors to issue for value 1,000,000 shares of preferred stock, $10
         par value. Preferred stock may be issued in series with such
         designations, relative rights, preferences and limitations as may be
         fixed from time to time by the board of directors of the Company. In
         connection with the acquisition of PTS, the Company issued 75,000
         shares which are convertible into common stock on a one to one basis.

NOTE 4 - TRANSACTIONS WITH RELATED PARTIES

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

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

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

NOTE 5 - LEASES

         The Company had leased certain of its office facilities and office
         equipment under operating leases. As a result of the plan of
         reorganization, no obligations for leases remained as of September 30,
         1998.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

         The Company's Tier subsidiary was a defendant in various lawsuits from
         vendors who are seeking moneys which are payable, by the State of
         Florida, for services related to the assessment and clean-up of
         petroleum contamination. The services for which payments are sought are
         generally authorized for reimbursement pursuant to legislative
         enactments. The lawsuits have mostly resulted from the State of Florida
         delaying payments and by eliminating the payment of interest. The
         Company had been successful in eliminating similar lawsuits as its
         "funding packages" are factored, as discussed in Note 10 and submitted
         to the State of Florida.

         The Company's Tier subsidiary was also a defendant in four cases not
         related to reimbursement from the State of Florida. These cases involve
         allegations of direct debts of the Company. The original debts of the
         plaintiff's have been recorded on the Company's financial statements.
         The management of the Company was negotiating to resolve these cases,
         and with the discontinuance of this subsidiary and the administrative
         dissolution


                                                                            F-16

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

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

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

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

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

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


                                                                            F-17

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

NOTE 7 - INCOME TAXES

         Provision for income taxes relating to the company's Tier subsidiary
         consists of the following:

<TABLE>
<CAPTION>

                                                         1998        1997
                                                      ---------   ---------
                                                                  (Unaudited)
<S>                                                     <C>         <C>
           (Income tax expense) benefit from taxes
            - deferred                                  $   --      $   --
                                                      ---------   ---------
                                                      ---------   ---------

</TABLE>

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

<TABLE>
<CAPTION>

                                                         1998        1997
                                                      ---------   ---------
                                                                  (Unaudited)
<S>                                                     <C>         <C>
           Effect of non-deductible expenses            $  --       $   --
           Deferred tax effects of temporary
             differences                                   --           --
                                                      ---------   ---------
           (Provision for) benefit from income
             taxes                                      $  --       $   --
                                                      ---------   ---------
                                                      ---------   ---------

</TABLE>


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

<TABLE>
<CAPTION>

                                                         1998        1997
                                                      ---------   ---------
                                                                  (Unaudited)
<S>                                                    <C>         <C>

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

                                                             --            --
           Total deferred tax liabilities                    --            --
                                                       --------   -----------
           Net deferred tax liability                  $     --   $        --
                                                       --------   -----------
                                                       --------   -----------

</TABLE>

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

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

NOTE 8 - DEFINED EMPLOYEE CONTRIBUTION PLANS

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


                                                                            F-18

<PAGE>


                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited for the year ended September 30, 1997)

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

NOTE 9 - NOTES PAYABLE

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

<TABLE>
<CAPTION>

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

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

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

          Note payable, 8% interest, originally due
            December 22, 1994, unsecured and in arrears      30,561
                                                           --------
                                                           $136,561
                                                           --------
                                                           --------

</TABLE>


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

NOTE 10 - SUBSEQUENT EVENTS

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

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


                                                                            F-19

<PAGE>


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

         NONE.

                                    PART III

Item 9.           DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

Our present executive officers and directors are:

<TABLE>
<CAPTION>

NAME                        AGE         POSITION HELD
----                        ---         -------------
<S>                        <C>          <C>
John P. Sgarlat                         Chairman of the Board of
                                        Directors and Chief Executive
                                        Officer

Robert M. Marty                         President and Executive Producer

John J. Tsucalas                        Chief Financial Officer

William H. Campbell                     Executive Vice President - Corporate
                                        Secretary and Director

William Marty                           Executive Vice President -
                                        Operations and Director

Gary A. Goodell                         Executive Vice President -
                                        Marketing and Director

John B.A. Haggin, Jr.                   Executive Vice President -
                                        Development and Director

Jennifer Swanson                        Executive Vice President -
                                        Investor Relations

</TABLE>

         John P. Sgarlat has served as our Chairman of the Board of Directors
and Executive Officer since _________________________. 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.

         Robert M. Marty has served as our President and Executive Producer
since _______________________. He is also the President of MIP, Media
Productions International Inc. Mr. Marty began his career creating "Sesame
Street" characters with Jim Henson at the Children's Workshop Network and later
advanced into television programming. He is also an accomplished public affairs
programming producer, having created award-winning public service campaign
announcements, educational programs for children, historical specials plus
documentaries shot on location in Africa, Great Britain, France and Mexico.

         John J. Tsucalas has served as our Chief Financing Officer since
______________________. Mr. Tsucalas is 1961 graduate of Columbia College with a
BA in economics and he also received his MBA from the Wharton School of the
University of Pennsylvania in 1967 with a major in finance. Mr. Tsucalas served
in the United States Air Force from September 1962 to September 1966, when he
was honorably discharged with the rank of First Lieutenant. He is also engaged
in his own corporate finance business which encompasses all types of financings,
mergers and acquisitions, in particular leveraged buyouts; dispositions;
financial and management consulting.

         William H. Campbell has served as our Executive Vice President -
Corporate Affairs since _________________________. 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.


                                       9

<PAGE>


         William Marty has served as our Executive Vice President - Operations
since ____________________________.

         Gary Goodell has served as our Executive Vice President - Marketing
since _________________________. Mr. Goodell is a graduate of Moravian College
where he holds a Bachelor of Arts degree in Business Administration. He has
twenty-five years personal experience in the entertainment industry.

         John B.A. Haggin, Jr. has served as our Executive Vice President -
Development since ______________________.

         Jennifer Swanson has served as our Executive Vice President - Investor
Relations since ____________________________.


                                       10

<PAGE>


Item 10.          EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>

                                                                   Securities
                                                                   of property
                                                   Salaries,        insurance
                                                     fees,         benefits or
                                                   director's       repayment
Name of individual                                   fees,             of
or number of                  Capacities in        commission       personal
persons in group               which served        and bonuses      benefits
----------------               ------------        -----------      --------
<S>                            <C>                  <C>             <C>
Officers and Directors
  as a group                                        $       0             0
                                                    ---------        -------
                                                    ---------        -------

</TABLE>

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

         MANAGEMENT

         The following table sets forth the number of Common Shares of the
Company owned by record, or to the knowledge of the Company, beneficially, by
each Officer or Director of the Company and by each person owning five percent
or more of the Company's outstanding shares, as of September 30, 1998.

<TABLE>
<CAPTION>

                                      Amount and Nature of      Percentage of
Name and Address                      Beneficial Ownership       Class Owned
----------------                      --------------------       -----------
<S>                                          <C>                    <C>
Warren Douglas Cattanach                     609,250                7.09%

Amin T. Bishara                              750,000                8.73%

</TABLE>


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

Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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


                                       11

<PAGE>



                                     PART IV

Item 13.          EXHIBITS.

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

<TABLE>
<CAPTION>

Exhibit Number
Reference                  Description
---------                  -----------
<S>                <C>
(3a)*              Articles of Incorporation, as amended

(3b)*              By-laws, as amended

(4)*               Specimen of Common Stock certificate

(101)*             Agreement and merger plan between Tier Environmental
                   Services, Inc. and Plant Technical Services, Inc.

(10m)*             Employment Agreement with:
                   (a) Amin Bishara
                   (b) Frank Corris

(12)*              Agreement of Sale between Tier Environmental Services, Inc.
                   and MBT Associates, Inc.

</TABLE>


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


                                       12

<PAGE>


                                   SIGNATURES

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

                                  GULFSTAR INDUSTRIES, INC.
                                  FORMERLY TIER ENVIRONMENTAL SERVICES, INC
                                  -----------------------------------------

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


                                       13