<PAGE>

                                  FORM 10-KSB/A

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

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

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

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


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

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

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

         As of September 30, 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 operating revenue and cannot say for certain
when we will record our initial 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 Television 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 programs for Internet 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 Public Television 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 Public Television" to the
"Power of Internet". Public Television 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, a
privately held company.


         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 we have several acquisitions scheduled
which we anticipate will provide operating revenue, the completion of which
will require the Company to raise additional working capital through the
issuance of its common stock.


ORGANIZATIONAL BACKGROUND

         eContent Inc. (formerly Media Vision Productions, 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.

         The Company was 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.

                                       2
<PAGE>

RECENT REORGANIZATION AND NAME CHANGE.

         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 included:

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

         2.       The conversion of the 75,000 preferred shares to common shares
                  prior to the reverse split above.

         3.       The shareholders of the post reverse split shares above would
                  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 18 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. As a result of the reorganization,
the Company issued a total of 367,355 warrants and 30,970 shares to creditors.
Also, on January 4, 1999 the Company changed its name to Media Vision
Productions, Inc., and acquired 100% of Media Vision Properties, Inc.
pursuant to the Plan of Merger accounted for as a recapitalization of Media
Vision Properties, Inc.

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

MPI MEDIA PRODUCTIONS INTERNATIONAL, INC. -- EXISTING STRATEGIC ALLIANCE AND
PROPOSED ACQUISITION.

In February 1999, the Company and MPI co-produced Gary Null's "Get Healthy
Now", a health and fitness documentary. The show aired in over 150 markets
nationally during the PBS March Telethon and drove Internet Sales of the book
to the Amazon.com Best Seller List.

During the year ended September 30, 1999 the Company advanced $375,000 to MPI
in connection with a letter of intent to produce, market and distribute
associated revenue producing activities in connection with mutually agreed
upon programs during the next 3 years.

The above sums and consideration may be applied to the acquisition of MPI, in
which the current terms are $3,950,000 of cash and 1,135,000 shares of the
Company's common stock.

The agreement provides for MPI to distribute eContent intellectual properties
to Public Television and all other appropriate networks with which MPI has a
working relationship.

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

Among MPI's products are:

    Entertainment programming
    Eductional videos
    Documentaries
    Corporate communications and sales videos
    Video news releases, satellite programs and teleconferences
    Public service and commercial advertising
    Video reports
    Agency capabilities presentations

MPI was founded in 1986 by Bob Marty, an internationally recognized,
award-winning producer of films, videos and documentaries. Bob began his
career creating Sesame Street characters for Children's Television Workshop
International, later moving into television entertainment and educational
programming.

                                       3
<PAGE>

MPI has produced film and video products for a range of major corporate
clients including AT&T, GTE, Apple Computer, IBM, Centocor, Inc.,
Bristol-Byers Squibb, Teva Pharmaceuticals USA, Kellogg, K-Mart, Pacific
Telesis, HarperCollins and Simon & Schuster, as well as giants in
broadcasting and entertainment leaders such as MTV Networks, NFL Films,
Really Useful Group (Andrew Lloyd Webber) and Time-Life Video.

MPI's videos for broadcast have been seen by an estimated 150-million people
in the United States. In recent years, MPI has been a major producer of
highly successful programming for the Public Broadcasting stations, much of
it for viewer pledge drives by the wide network of PBS affiliates across the
country. These specials include:

  GET HEALTHY NOW WITH GARY NULL -- PBS: March, 1999
  (Co-Produced with MVPI)
  SPIRIT -- A JOURNEY IN DANCE, DRUMS AND SONG -- PBS: March, 1999
  JOHN TESH -- ONE WORLD (Consulting Producers) PBS: March, 1999
  DANNY KAYE: A LEGACY OF LAUGHTER -- AMERICAN MASTERS -- PBS
  VICTOR BORGE: THEN AND NOW I, II AND III -- PBS
  HOW TO LIVE FOREVER WITH GARY NULL
  BOBBY DARIN Beyond the Song -- PBS
  FRANK PATTERSON IRELAND'S GOLDEN TENOR -- IRELAND IN SONG -- PBS
  FRANK PATTERSON IRELAND'S GOLDEN TENOR -- SONGS OF INSPIRATION -- PBS
  MISS PATTI PAGE: The Singing Rage -- PBS
  COLM WILKINSON IN CONCERT with PATTI LuPONE -- PBS
  THE INCOMPARABLE JUDY COLLINS -- PBS
  A JUDY COLLINS CHRISTMAS at the BILTMORE -- A&E NETWORKS
  THE ART OF THE KING'S SINGERS -- PBS
  NEW YEAR'S EVE WITH GUY LOMBARDO -- PBS
  GLENN MILLER'S GREATEST HITS I and II -- PBS
  THE TUNES OF TOMMY DORSEY: A SENTIMENTAL JOURNEY -- PBS
  BENNY GOODMAN'S GREATEST HITS -- PBS
  THE GREAT LOVE SONGS -- PBS
  THE SONGS OF JOHNNY MERCER -- PBS
  KATHIE LEE GIFFORD'S LULLABIES FOR LITTLE ONES -- PBS
  An Evening with PATTI LuPONE -- PBS
  ROBERT WELLS -- Swedish King of the Keyboard -- PBS

MPI's Home Video division produces educational and entertainment videotapes
for distribution in the home video market.

Among its major products are:

  Victor Borge: Then & Now
  Victor Borge: Then & Now II
  Victor Borge: Then & Now 3
  Glen Miller's Greatest Hits I & II
  Build It!
  The Best of Judy Collins
  The Very Funny World of Alan King
  The Tunes of Tommy Dorsey
  Growing Up Wild
  The Art of the King's Sisters
  The Best of Danny Kaye
  I Love America
  Victor Borge Tells Hans Christian Andersen Stories
  Kathie Lee Gifford's Lullabies for Little Ones
  Launch It!
  The Addams Family -- TV series
  The Great Love Songs
  The Songs of Johnny Mercer -- Too Marvelous for Words
  Benny Goodman's Greatest Hits
  An Evening with Patti LuPone
  Frank Patterson Ireland in Song
  A Judy Collins Christmas
  Frank Patterson Songs of Inspiration
  Robert Wells Swedish King of the Keyboards
  Miss Patti Page The Singing Rage
  BOBBY DARIN Beyond the Song
  HOW TO LIVE FOREVER with Gary Null
  Get Healthy Now! with Gary Null

                                       4
<PAGE>

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

In conjunction with eContent this marketing continuum would be extended to
include Internet Stores developed and operated by eContent.


ICLAS, INC.-- PROPOSED ACQUISITION

On July 31, 1999, the Company entered into an agreement to acquire 100% of
the common stock of ICLAS, Inc., which is the Internet and e-commerce
division of B&J Collectibles, one of the nations largest and most respected
distributors of autographed sports memorabilia. The acquisition will include
a strategic Internet alliance with CBS SPORTSLINE (SPLN) inaugurated in
July 1999 with the worldwide broadcast of ICLAS from the National Collectors
Convention in Atlanta. Internet viewers were provided exclusive information,
celebrity interviews and the immediate opportunity to purchase certified
autographs of some of the biggest names in sports collectibles.

The eContent-ICLAS presentation in Atlanta features Baseball Hall of Fame
members Reggie Jackson, Steve Carlton, Orlando Cepeda; retired football stars
Len Dawson, Archie Manning, Herschel Walker and 1998 All Pro Quarterback
Vinny Testeverde; Heavyweight Boxing Champion Joe Frazier; 1999 Indy Car
Rookie of the Year Robbie McGhee; and the renowned World Wresting Federation
Wrestler and Playboy Magazine cover girl Rena Mero formerly known as SABLE.

Jeffrey Rodman, Executive Vice President of B&J Collectibles Inc., was the
architect of the ICLAS concept. Simultaneous with B&J's sale of ICLAS, Inc.
Mr. Rodman will enter into a long term contract with the Company as President
and CEO of the ICLAS division. The agreement, dated July of 1999, calls for
the Company to issue up to 1,000,000 shares of the Company's common stock and
a deferred working capital investment of $500,000 to the future subsidiary
upon the completion of a private placement of the Company's stock. This
agreement is still subject to additional due diligence and has been extended
to January 31, 2000.

                                       5
<PAGE>

         EMPLOYEES AND CONSULTANTS

         We presently have 8 individuals who are employees and consultants.

Item 2.           PROPERTIES.

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

Item 3.           LEGAL PROCEEDINGS.

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

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.

                                       6
<PAGE>


                                     PART II

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

(a)      Market Prices of Common Stock

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

<TABLE>
<CAPTION>

                                                                      High Bid            Low Bid
                                                                      --------            -------

<S>                   <C>                                              <C>                   <C>
1999                  First Quarter              (unavailable)
                      Second Quarter             (unavailable)
                      Third Quarter                                    2 5/8                 1/2
                      Fourth Quarter                                   1 3/8                 3/4

</TABLE>



(b)      SHAREHOLDERS.



As of September 30, 1999, we had 10,162,709 shares of common stock
outstanding and approximately 200 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.

                                       7
<PAGE>

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



         The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management. Comparison to previously reported results of the
Company's predecessor operating divisions including Tier Environmental, Inc.
and Plant Technical Services, Inc. are meaningless since the recapitalization.

RESULTS OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999 VS. INCEPTION (APRIL 1, 1998) THROUGH
SEPTEMBER 30, 1998

The Company has not yet recorded any revenue. The Company recorded a net loss
of $3,942,234 for the year ended September 30, 1999 as compared to a loss in
the prior period from inception (April 1, 1998) through September 30, 1998 of
$141,759. This represents a loss per common share of $1.43 for the year ended
September 30, 1999 as compared to a loss per common share of $.032 for the
period ended September 30, 1998. Research and Development expenses were
$43,687 for fiscal 1999 compared to none in fiscal 1998 and Syndication and
Production costs were $83,500 in the current period vs. none for the prior
period. General and Administrative expenses rose to $726,219 in fiscal 1999
from $141,759 for the shorter period in fiscal 1998. The increase in these
costs primarily relate to the hiring of full time employees, market making
expenses relating to investor relations and an increase in the Company's
overall marketing efforts as the Company co-produced its initial PBS
Syndicated Program. Additionally, the Company recorded non-cash charges of
$3,093,667 for stock options and stock grants, all of which were awarded on
September 24, 1999 to the Company's officers after entering into their
employment agreements and completing the Plan of Acquisition of Media Vision
Productions, Inc. and securing the option to aquire MPI Media and ICLAS, Inc.

PLAN OF OPERATIONS

The Company has a five-year contract to produce network quality programming
for syndication to 351 Public Television Stations nationwide. The Company
will develop Internet Communities related to each show, offering exciting
information, chat lines, auctions, buyers clubs and other exclusive WEB
Membership Benefits. In connection with our strategic alliance with Media
Productions International, Inc. ("MPI"), a privately owned New York
corporation, Bob Marty has become the Company's Executive Director of
Productions. Bob Marty has produced 25 highly acclaimed Public Television
specials in the past seven years. The 101,000,000 loyal weekly viewers of
Public Television have a proven appetite for televised concerts,
antique/collectible auctions, self-improvement programs and children's
entertainment.

On January 13, 2000 the Company agreed to acquire 42% of Littlefield, Adams &
Company "FUNW", a publicly held Company on the OTC Bulletin Board, in
exchange for the assignment of certain licenses, sublicenses and marketing
efforts. The Company also agreed on a best-efforts basis to assist
Littlefield & Adams in obtaining $1,000,000 of equity capital.


                                       8
<PAGE>

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 was not
material. The Company believes it has no material year 2000 issues.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit at September 30, 1999 was $315,369.

Since the reorganization, the Company has funded its operations from the
issuance of common stock and loans. The accountant's report on the
accompanying financial statements includes a going concern qualification
based on the Company's lack of capital and losses since inception.

The Company plans to raise between $1,875,000 and $3,000,000 through the
issuance of the Company's Common Stock during the quarter ending March 31,
2000 and an additional $5,000,000 to $10,000,000 during the quarter ending
June 30, 2000 in private placement transactions with accredited investors
that are intended to be exempt from registration pursuant to 506 of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933. Based upon the success of the private offerings, The
Company expects to utilize a minimum of approximately $1,150,000 cash and
1,135,000 shares of common stock to close the scheduled merger and aquisition
of Media Productions International, Inc. ("MPI") in the quarter ending March
31, 2000 and $2,800,000 to complete the "MPI" transaction in the quarter
ending June 30, 2000.

Should the Company not complete the merger and aquisition of MPI, the
strategic alliance and production schedules will continue.

The Company will utilize a minimum of $500,000 cash and up to 1,000,000
shares of common stock should it close the proposed acquisition of ICLAS, Inc.

The Company intends upon first acquiring MPI and will evaluate the potential
closing of ICLAS, Inc. depending upon the Company's working capital.

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.

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.

                                       9
<PAGE>

                   RISK FACTORS WHICH MAY AFFECT OUR BUSINESS

OUR OPERATING HISTORY IS VERY LIMITED.

         We have a limited operating history upon which you can evaluate our
performance. Before investing in our common stock, you should consider the risks
and difficulties we may encounter as an early-stage company in the new and
rapidly evolving e-commerce market. These risks include our ability to:

         -        implement our business model;

         -        anticipate and adapt to rapid changes in our markets;

         -        attract new customers and maintain customer satisfaction;

         -        introduce new and enhanced Web sites, services, products and
                  alliances;

         -        minimize technical difficulties, system downtime and the
                  effect of Internet brown-outs; and

         -        manage the timing of promotions and sales programs.

         If we do not successfully manage these risks, our business will suffer.
We cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORESEEABLE FUTURE.

         We expect operating losses and negative cash flow for the foreseeable
future as we must invest in marketing and promotional activities, acquisitions,
technology and operating systems. We cannot be certain when and if we will
achieve sufficient revenues in relation to expenses to become profitable. We
believe that increasing our revenues will depend in large part on our ability
to:

         -        offer programs and products that are attractive to television
                  stations for broadcast and for viewers for product purchases;

         -        increase consumer awareness of our online stores and develop
                  effective marketing and other promotional activities to drive
                  traffic to our Web sites;

         -        provide our customers with superior e-commerce experiences;
                  and

         -        develop strategic relationships.

         Our future profitability depends on generating and sustaining high
revenue growth while maintaining reasonable expense levels. Slower revenue
growth than we anticipate or operating expenses that exceed our expectations
would harm our business. If we achieve profitability, we cannot be certain that
we would be able to sustain or increase profitability in the future.

                                       10

<PAGE>

WE MAY NEED ADDITIONAL CAPITAL TO CONTINUE OUR BUSINESS IF WE DO NOT GENERATE
ENOUGH REVENUE.

         We require substantial working capital to fund our business and may
need more in the future. We will likely experience negative cash flow from
operations for the foreseeable future. If we need to raise additional funds
through the issuance of equity, equity-related or debt securities, your rights
may be subordinate to other investors and your stock ownership percentage may be
diluted. We cannot be certain that additional financing will be available to us.

OUR MANAGEMENT'S EXPERIENCE IN THE E-COMMERCE INDUSTRY IS LIMITED AND WE MAY
FAIL TO HIRE, RETAIN AND INTEGRATE KEY PERSONNEL.

         Our success depends on the expertise of our key technical, sales and
senior management personnel. The Company's senior management has limited
experience operating and managing online stores engaged in the sale of various
merchandise.

         We depend heavily on the continuing service of our management and on
their ability to quickly develop an expertise in the e-commerce aspects of our
business. Loss of the services of John Sgarlat, our chairman and chief executive
officer, William Campbell, our chief financial officer, Gary Goodell, our chief
operating officer, or other key employees would hurt our business.

         Our success depends on our ability to continue to attract, retain and
motivate skilled employees who can effectively manage an online business.
Competition for qualified e-commerce employees is intense. We may be unable to
retain our present key employees or to attract, assimilate or retain other
qualified employees in the future. We may experience difficulty in hiring and
retaining skilled employees with appropriate qualifications.
Our business will be harmed if we fail to attract and retain key employees.

WE MAY NOT CLOSE PENDING TRANSACTIONS WHICH ARE INTEGRAL TO OUR SUCCESS.

         We are in the process of negotiating the acquisition of MPI Productions
International, Inc. ("MPI") with MPI's president and sole shareholder, Bob
Marty. MPI is a full-service video production and post-production company for
broadcast television, corporate and industrial clients, and the home video
market. We are in the process of seeking and negotiating other agreements,
including acquisition, production and syndication agreements, which are integral
to our success. We cannot guarantee that the Company will acquire MPI or close
any other pending transactions which are integral to our success. A failure to
acquire MPI or close any other integral transactions may harm our business.

OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

         Our revenues and operating results may vary significantly from quarter
to quarter due to a number or ability to produce quality programming of factors.
Many of these factors are outside our control and include:

                                       11

<PAGE>

         -        our ability to produce quality programming;

         -        timing of production and broadcasting of our programs;

         -        fluctuations in consumer purchasing patterns and advertising
                  spending;

         -        changes in the growth rate of Internet usage and online user
                  traffic levels;

         -        actions of our competitors;

         -        the timing and amount of costs relating to the expansion of
                  our operations and acquisitions of technology or businesses;
                  and

         -        general economic and market conditions.

         Because we have a limited operating history, our future revenues are
difficult to forecast. A shortfall in revenues will damage our business and
would likely affect the market price of our common stock. Our limited operating
history and the new and rapidly evolving Internet market make it difficult to
ascertain the effects of seasonality on our business. If seasonal and cyclical
patterns emerge in Internet purchasing, our results of operations from quarter
to quarter may vary greatly and may cause our business to suffer.

WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE AS WE FACE INTENSE COMPETITION FROM
INTERNET-BASED AND RETAIL-BASED BUSINESSES.

         We cannot assure you that we will be able to compete successfully or
that competitive pressures will not damage our business. Our competition
includes:

         -        television production companies;

         -        traditional retailers;

         -        Web sites maintained by online retailers of similar
                  merchandise; and

         -        Internet portals and online service providers that feature
                  shopping services, such as America Online, Yahoo!, Excite and
                  Lycos.

         We believe that our ability to compete depends on many factors,
including:

         -        The quality of our programming;

         -        the market acceptance of our programming, products, Web sites
                  and online services; and

         -        the success of our sales and marketing efforts.

                                       12

<PAGE>

         Our competitors may be larger than us and may have substantially
greater financial, distribution and marketing resources. In addition, our
competitors may be able to secure products from vendors on more favorable terms,
fulfill customer orders more efficiently and adopt more aggressive pricing or
inventory availability policies than we can.

WE MAY BE UNABLE TO SUPPORT INCREASED VOLUME ON OUR WEB SITES.

         A key element of our strategy is to generate a high volume of traffic
on our Web sites. However, growth in the number of users of our online stores
may strain or exceed the capacity of our computer systems and lead to declines
in performance or systems failure.

         We must also introduce additional or enhanced features and services to
attract new users to our online stores. These new services or features may not
function well and we may need to significantly modify the design of these
services to correct errors. If users encounter difficulty with or do not accept
our services or features, our business would be damaged.

WE NEED TO EFFECTIVELY MANAGE GROWTH OF OUR OPERATIONS.

         Our success depends upon effective planning and growth management.
Excluding part-time employees, at December 31, 1999 we had a total of six
employees. We intend to continue to increase the scope of our operations and the
number of our employees. We also face challenges associated with upgrading and
maintaining our information systems and internal controls, particularly those
related to our purchase and receipt of inventory. If we do not successfully
implement and integrate these new systems or fail to scale these systems with
our growth, we may not have adequate, accurate and timely forecasting and
financial information.

WE MAY BE LIABLE FOR BREACHES OF ONLINE SECURITY.

         Consumer concerns over the security of transactions conducted on the
Internet or the privacy of users may inhibit the growth of the Internet and
online commerce. We will rely on encryption and authentication technology
licensed from third parties to securely transmit confidential information, such
as customer credit card numbers. A compromise or breach of our technology used
to protect customer transaction data may occur. Furthermore, our servers may be
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions.

         We may need to expend significant additional capital and other
resources to protect against a security breach or to alleviate problems caused
by any breaches. Our business and your investment may be harmed if security
measures do not prevent security breaches. We cannot assure prevention against
all security breaches. This is a risk in e-commerce. Under current credit card
practices, a merchant is liable for fraudulent credit card transactions where,
as is our case, merchant does not obtain a cardholder's signature. A failure to
adequately control fraudulent credit card transactions would injure our
business.

WE MAY BE SUED REGARDING PRIVACY CONCERNS.

         Any penetration of our network security or misappropriation of our
users' personal or credit card information could subject us to liability. We may
be liable for claims based on unauthorized purchases with credit card
information, impersonation or other similar fraud

                                       13

<PAGE>

claims. Claims could also be based on other misuses of personal information,
such as for unauthorized marketing purposes. These claims could result in
litigation.

         In addition, the Federal Trade Commission and several states have
investigated the use by Internet companies of personal information. In 1998, the
U.S. congress enacted the Children's Online Privacy Protection Act of 1998. The
Federal Trade Commission has not yet promulgated regulations interpreting this
act. We depend upon collecting personal information from our customers and we
believe that the promulgation of regulations under this act will make it more
difficult for us to collect personal information from some of our customers. We
could incur expenses if new regulations regarding the use of personal
information are introduced or if our privacy practices were investigated.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD BURDEN OUR BUSINESS.

         The adoption or modification of laws or regulations applicable to the
Internet could harm our business. The U.S. Congress recently passed laws
regarding online children's privacy, copyrights and taxation. The law governing
the Internet, however, remains largely unsettled. New laws may impose burdens on
companies conducting business over the Internet. It may take years to determine
whether and how existing laws governing intellectual property, privacy, libel
and taxation apply to the Internet and online advertising. In addition, the
growth and development of online commerce may prompt calls for more stringent
consumer protection laws, both in the United States and abroad. We also may be
subject to regulation not specifically related to the Internet, including laws
affecting direct marketers.

WEB SECURITY CONCERNS MAY HINDER ONLINE E-COMMERCE AND ADVERTISING.

         The need to securely transmit confidential information such as credit
card and other personal information over the Internet has been a significant
barrier to e-commerce and communications. Any publicized compromise of security
could deter people from accessing the Web or from using it to transmit
confidential information. Furthermore, decreased online traffic and sales as a
result of general security concerns could cause advertisers to reduce their
amount of online spending. Such security concerns could reduce our market for
e-commerce.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE, AS IS TYPICAL OF INTERNET-RELATED
COMPANIES.

         Our stock price has been volatile and is likely to continue to be
volatile. The stock market has experienced significant price and volume
fluctuations, and the market prices of securities of technology companies,
particularly Internet-related companies, have been highly volatile.

         The market price for eContent's common stock is likely to be highly
volatile and subject to wide fluctuations in response to the following factors:

         -        actual or anticipated variations in our quarterly operating
                  results;

                                       14

<PAGE>

         -        announcements of technological innovations or new products or
                  services by us or our competitors;

         -        changes in financial estimated by securities analysts;

         -        conditions or trends in e-commerce;

         -        changes in the economic performance or market valuations of
                  other media, Internet, e-commerce or retail companies;

         -        announcements by us or our competitors of significant
                  acquisitions, strategic partnership, joint ventures or capital
                  commitments;

         -        additions or departures of key personnel;

         -        release of lock-up or other transfer restrictions on our
                  outstanding shares of common stock or sales of additional
                  shares of common stock; and

         -        potential litigation.

         In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation against us
could result in substantial costs to us and a diversion of our management's
attention and resources.

                                       15

<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-2

      Consolidated Statements of Operations of eContent, Inc (formerly
       Media Vision Productions, Inc.) for the years ended
       September 30, 1999 and September 30, 1998 and for the
       period from inception (April 1, 1998) throught September 30, 1999                                       F-3

      Consolidated Statements of Changes in Stockholders'
        Equity of eContent, Inc (formerly Media Vision
        Productions, Inc.) for the period from October 1, 1997
        to September 30, 1999                                                                              F-5-F-7

      Consolidated Statements of Cash Flows of eContent, Inc (formerly
       Media Vision Productions, Inc.) for the years ended
       September 30, 1999 and September 30, 1998 and for the period
       from inception (April 1, 1998) through September 30, 1999                                               F-8

      Notes to Consolidated Financial Statements                                                          F-9-F-20

</TABLE>


b.       Interim Financial Statements.

         Not Applicable

c.       Financial Statements of Businesses Acquired and to be Acquired

         Not Applicable

                                       16

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of eContent, Inc.
(formerly Media Vision Productions, Inc.) and subsidiaries as of
September 30, 1999 and the related consolidated statements of operations and
cash flows for the year then ended and from April 1, 1998 (Date of Inception)
through September 30, 1998 and the consolidated statement of stockholders'
equity from October 1, 1997 through September 30, 1999 in the accompanying
index to the financial statements (Item 7.). These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eContent, Inc.
(formerly Media Vision, Inc) as of September 30, 1999, and the results
of operations and its cash flows for the year then ended and from April 1, 1998
(Date of Inception) through September 30, 1998 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue
as a going concern unless it is able to generate sufficient cash flows to
meet its present and future obligations and sustain its operations.
Management's plan in regard to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

                                             SCHUHALTER, COUGHLIN & SUOZZO, LLC


Raritan, New Jersey

January 13, 2000


                                                                             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

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

      Total Liabilities                                                 315,919

Commitments and Contingencies (Note 6)

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, 200,000 shares 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)
                                    to September 30  September 30,    to September 30,
                                          1998            1999            1999
                                      -------------   -------------    ------------
<S>                                  <C>             <C>             <C>

TOTAL REVENUES                         $          -    $        -     $         -
                                       ------------    ----------     -----------
COSTS AND EXPENSES:
  Research and development                                 43,887          43,887
  Syndication and Production
   costs                                          -        83,500          83,500
  General and administrative                141,759       726,219         867,978
  Depreciation and amortization                   -        16,905          16,905
  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)
                                       ------------    ----------
                                       ------------    ----------
      WEIGHTED AVERAGE 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>


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

<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>




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

                                                                             F-5
<PAGE>

                               eCONTENT, INC.
                 (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                       (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
                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>

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


                                                                             F-6
<PAGE>



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



<TABLE>
<CAPTION>


                                                  Additional                                     Total
                                  Treasury          Paid In                                  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>

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


                                                                             F-7
<PAGE>

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



<TABLE>
<CAPTION>

                                                From                              From
                                            April 1, 1998                     April 1, 1998
                                              (Date of        For the           (Date of
                                            inception) to    Year Ended       Inception) to
                                            September 30,   September 30,     September 30,
                                                1998             1999             1999
                                            ------------    -------------   ----------------
<S>                                         <C>             <C>             <C>
Cash flows from operating
  activities:
  Net Loss                                    (141,759)      (3,942,234)       (4,083,993)
  Adjustments to reconcile net
   loss to net cash used in
    operating activities:
    Depreciation and amortization                   --           16,905            16,905
    Interest expense                                --           17,500            17,500
    Loan Fees                                       --           25,000            25,000
    Stock based compensation                        --        3,043,667         3,043,667
Changes in assets and liabilities:
    Accounts payable and accrued expenses        5,287           74,078            79,365
      Deposits                                      --           (4,200)           (4,200)
                                            ------------    -------------   ----------------
      Net cash used in operating
        activities                            (136,472)        (769,284)          905,756
                                            ------------    -------------   ----------------

Cash flows from investing activities:
  Investment in organizational costs                --          (90,481)          (90,481)
  Investment in property and equipment              --          (22,184)          (22,184)
  Advance on production rights                      --         (375,000)         (375,000)
                                            ------------    -------------   ----------------
      Net cash used in investing
        activities                                  --         (487,665)         (487,665)
                                            ------------    -------------   ----------------

Cash flows from financing activities:
  Net proceeds from issuance of common         255,000          835,017         1,090,017
    stock
  Proceeds from loans                           48,713          250,000           298,713
  Advances from officers'                           --           38,954            38,954
  Advance from stockholder                          --           15,000            15,000
  Repayment of loans                                --          (48,713)          (48,713)
                                            ------------    -------------   ----------------
     Net cash provided by financing
       activities                              303,713        1,090,258         1,393,971

Net increase (decrease)in cash and cash
  equivalents                                       --         (166,691)              550
Cash and cash equivalents, Beginning
  of Period                                         --          167,241                --
                                            ------------    -------------   ----------------
Cash and cash equivalents, End of
  Period                                    $  167,241      $       550     $         550
                                            ============    =============   ================
</TABLE>


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

                                                                             F-8
<PAGE>

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

NOTE 1 - LOSSES DURING THE DEVELOPMENT STAGE

         The Company has recorded losses since inception, on April 1, 1998,
         totalling $4,083,993. The Company has a working capital deficit of
         $315,369 and has not recorded operating revenues to date.

         Management plans to raise additional capital, primarily through the
         issuance of common stock, until successful operations are obtained
         and the Company is no longer in the development stage.

         In view of these matters, realization of a major portion of the
         assets in the accompanying balance sheet is dependent upon the
         Company's ability to meet its financing requirements, and the success
         of its future operations. Management believes that actions presently
         being taken to underwrite the Company's development stage through
         completion will provide the necessary financial requirements which in
         turn will provide the opportunity for the Company to continue as a
         going concern.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION AND NATURE OF BUSINESS

         eContent, Inc. (formerly Media Vision Productions, Inc.) (the
         "Company") was originally incorporated under the laws
         of the State of Delaware on December 3, 1986 as Flair Communications,
         Inc. After the completion of its public offering in
         August of 1987 as Flair Communications, the Company went through
         management and operational changes and on October 1, 1993 underwent
         a quasi-reorganization. On September 26, 1994, the Company acquired
         all of the issued and outstanding shares of Tier Environmental
         Services, Inc. ("Tier of Florida"), a Florida corporation. On
         September 29, 1994 the Company changed its name to Tier
         Environmental Services, Inc.

         On September 27, 1995, the Company entered into a merger and
         acquisition plan to acquire all the shares and assets of Plant
         Technical Services, Inc. ("PTS"), an engineering and technical
         services firm consulting to the power industry, located in Texas.

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

         On January 4, 1999 the Company acquired all of the issued and
         outstanding shares of Media Visions Properties, Inc. and changed its
         name to Media Vision Productions, Inc.

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

         The primary business of eContent is to design, develop and market
         television programming, internet content and to exploit related
         merchandising opportunities. The present activities of the Company
         are focused on the closing of the scheduled acquisition of Media
         Productions International, Inc. and to commence operations.

                                                                             F-9

<PAGE>


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

         REORGANIZATION AND SUBSEQUENT RECAPITALIZATION

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

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

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated balance sheet as of September 30, 1999
         includes the accounts of the Company and its wholly owned
         subsidiary, Media Vision Properties Inc., which commenced operations
         on April 1, 1998.

         All significant intercompany accounts and transactions have been
         eliminated.

         RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

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

         Certain reclassifications have been made to the 1998 financial
         statements to conform with the 1999 financial statement presentation.

         CASH AND CASH EQUIVALENTS

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

         FIXED ASSETS

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



                                                                            F-10
<PAGE>

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


         LONG-LIVED ASSETS

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

         FINANCIAL INSTRUMENTS

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

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

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

         INCOME TAXES

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

         USE OF ESTIMATES

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


                                                                            F-11
<PAGE>


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


         LOSS PER COMMON SHARE, BASIC AND DILUTED

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

         SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

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

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

</TABLE>

         SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

<TABLE>
<CAPTION>

                                                         For the Years Ended
                                                             September 30,
                                                          1998           1999
                                                       ----------     ----------
<S>                                                    <C>            <C>
      Issuance of 500,000 shares of common shares
        for loan fees                                    $ 0          $ 25,000
                                                         ----         ---------
                                                         ----         ---------
      Cancellation of $250,000 loan principal and
        accrued interest of $17,500 for issuance of
        500,000 shares of common stock                   $ 0          $267,500
                                                         ----         ---------
                                                         ----         ---------
</TABLE>


                                                                            F-12
<PAGE>


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


         ORGANIZATIONAL COSTS

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

         Amortization expense was $0 and $13,572 for the period from April 1,
         1998 through September 30, 1999 and the year ended September 30,
         1999, respectively.

         STOCK-BASED COMPENSATION

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

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

         ADVANCE PRODUCTION RIGHTS

         Advance Production Rights are carried at the lower of unamortized
         cost or net realizable value.



                                                                            F-13
<PAGE>

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


NOTE 3 - STOCKHOLDERS' EQUITY

         COMMON STOCK

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

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

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

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

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

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

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

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

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

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

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



                                                                            F-14
<PAGE>


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


         RESERVED SHARES AND TREASURY STOCK

         In connection with the plan of reorganization, the company objected to
         the claim of the prior shareholder of the predecessor subsidiary, and
         as discussed in Note 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.
         On November 3, 1999, the Company placed 200,000 shares in escrow in
         connection with an offer to settle the dispute with the prior
         shareholder of the predecessor corporation. These shares were valued
         at the settlement value of $182,600 and recorded as treasury stock.
         These shares are treated as outstanding as of September 30, 1999
         pursuant to SFAS 128 and a like amount was recorded as accrue
         settlement in current liabilities.

         STOCK OPTIONS

         In connection with the employment agreements discussed in note 6,
         the Company issued stock options to the officers which vest over the
         three years covered in the agreement and generally expire in five
         years.

         A summary of the stock option activity for the year ended September
         1999, all of which were nonqualified stock options, is set forth
         below:

<TABLE>
<CAPTION>
                                                                              Weighted
                                                            Number of         Average
                                                             Options       Exercise Price
                                                          -------------    --------------
<S>                                                       <C>              <C>
              Granted                                         400,000      $        .625
              Exercised
              Canceled                                             --                 --
                                                          -------------    --------------
         Outstanding at June 30, 1999                         400,000      $        .625
                                                          =============    ==============
         Exercisable at September 30, 1999                     66,667      $        .625
                                                          =============    ==============
</TABLE>

         The weighted average fair value of options granted in 1999 was
         estimated as of the date of grant using the Black-Scholes stock
         option pricing model, based on the following weighted average
         assumptions: annual expected return of 0%, annual volatility of 90%,
         risk-free interest rate ranging from 4.85 to 6.18 and expected
         option life of 3 years.

         The per share weighted-average fair value of stock options granted
         during 1999 was $2.18. The per share weighted average remaining life
         of the options outstanding at September 30, 1999 is 2.5 years.


                                                                            F-15
<PAGE>

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

         The Company has elected to continue to account for stock-based
         compensation under APB Opinion No. 25, under which no compensation
         expense has been recognized for stock options granted to employees
         at fair market value. Had compensation expense for stock options
         granted under the Plan been determined based on fair value at the
         grant dates, the Company's net loss for 1999 would have been
         increased to the pro forma amounts shown below.

<TABLE>
<CAPTION>
                                                           September 30,
                                                                1999
                                                          ---------------
<S>                                                      <C>
          Net loss:
              As reported                                $      3,942,234
              Pro forma                                  $      4,069,899
</TABLE>

         For the year ended September 30, 1999, the Company recorded noncash
         charges totaling $17,666, in connection with the grant of 400,000
         options to employees. Such charges are the result of the differences
         between the quoted market value of the Company's common stock on the
         date of grant and the exercise price for options issued to employees.

         WARRANTS

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

         PREFERRED STOCK

         The certificate of incorporation of the Company authorizes its board of
         directors to issue for value 1,000,000 shares of preferred stock, $10
         par value. Preferred stock may be issued in series with such
         designations, relative rights, preferences and limitations as may be
         fixed from time to time by the board of directors of the Company. In
         connection with the predecessor's acquisition of PTS, the Company
         issued 75,000 shares were converted into common stock on a one to
         one basis pursuant to the plan of reorganization. As of September 30,
         1999 the Company had no preferred stock outstanding.

                                                                            F-16
<PAGE>

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


NOTE 4 - TRANSACTIONS WITH RELATED PARTIES

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

         In September 1999, a shareholder advanced the company $15,000 with
         interest at 7% per annum and principal due on demand. No interest
         expense was recorded for the fiscal year ended September 30, 1999
         and to date no demand has been made for repayment.

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. On January 5, 1999 the Company entered into an operating lease
         for the present office premises for a period of three years
         commencing on February 1, 1999 through January 31, 2002. The lease
         calls for basic rent and certain occupancy costs and the remaining
         minimum payments under the lease at September 30, 1999 are as
         follows:

         Through fiscal year ending:

              September 30, 2000            $ 43,680
              September 30, 2001              46,301
              September 30, 2002              15,701
                                            --------
            Total                           $105,682
                                            --------
                                            --------

                                                                            F-17
<PAGE>

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

         In connection with the predecessor's acquisition and operation of
         its former operating subsidiary PTS, the Company had terminated and
         commenced an action against the former president of the PTS
         subsidiary. In turn, the former president had commenced an action
         for wrongful termination against the Company. These actions were
         dismissed in the bankruptcy proceedings and the former president has
         appealed this decision. The Company has placed 200,000 shares in
         escrow and recorded the shares as treasury stock pending the
         acceptance or lack thereof of the offer. The offer value was based
         upon 58,833 shares reserved at the time of the plan of reorganization
         at $.105 and 141,167 shares valued at $1.25, the market price on the
         date the shares were put in escrow. The Company will record a charge
         to additional paid in capital if the offer is accepted.

         On September 24, 1999 the Company entered into employment agreements
         with its president and two executive officers. The general terms of
         the agreements provide for the three officers to receive annual
         salaries totalling $515,000 for fiscal 2000, $566,500 for fiscal
         2001 and $623,150 for fiscal 2002. Additionally, the agreements
         provide for stock options and grants of shares enumerated in note 4.

         On July 31, 1999, the Company entered into an agreement to acquire
         up 100% of the issued and outstanding shares of ICLAB, Inc., a
         privately held New Jersey corporation, subject to due diligence, for
         1,000,000 shares of the Company's stock and a working capital
         infusion of $500,000. The parties have extended this agreement to
         January 31, 2000.


                                                                            F-18
<PAGE>


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

NOTE 7 - INCOME TAXES

         No provision has been made for corporate income taxes due to
         cumulative losses incurred. The Company has available unrealized tax
         benefits of approximately $2,081,140 in the form of net operating
         loss ("NOL") carryforwards of approximately $6,121,000 for federal
         income tax purposes to reduce future taxable income. If not
         utilized, the federal NOL's expire at various dates through 2014.
         Certain changes in stock ownership can result in a limitation in the
         amount of net operating loss and tax credit carryovers that can be
         utilized each year, including the merger and plan of acquisition
         dated January 4, 1999.

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

NOTE 8 - PROPERTY AND EQUIPMENT

<TABLE>
<S>                                                                      <C>
         Property and equipment, at cost, at September 30, 1999 is as follows:

         Office equipment                                                $ 22,184
                                                                         --------

         Less- Accumulated depreciation                                    (3,333)
                                                                         --------
                                                                         $ 18,851
                                                                         ========
</TABLE>

         Depreciation expense for the period from April 1, 1998 (date of
         inception) through September 30, 1998 and the year ended September
         30, 1999 was $0 and $3,333, respectively.

NOTE 9 - NOTES PAYABLE

         The Company borrowed $250,000 with notes bearing interest at 1% per
         month, or 12% per annum, in February, 1999. In connection with these
         notes, the Company issued 500,000 shares of its common stock to the
         makers, valued at $25,000, when the Company's shares were not
         trading.

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

                                                                            F-19
<PAGE>


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


NOTE 10 - SUBSEQUENT EVENTS

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

<TABLE>
<S>                                       <C>
                 Calendar Year            Amount
                 -------------            ------
                     2000                 $25,000
                     2001                 $25,000
                     2002                 $25,000
                     2003                 $30,000
                     2004                 $36,000
                     2005                 $43,200
                     2006                 $51,850
                     2007                 $62,200
                     2008                 $74,650
</TABLE>

         On December 12, 1999 the Company agreed to acquire up to 100% of the
         issued and outstanding shares of Media Productions International,
         Inc., ("MPI") a privately held New York Corporation which primarily
         operates as a television production company. The terms provide the
         Company will pay $1,150,000 by January 31, 2000, $2,800,000 by
         June 1, 2000 and the issuance of 1,135,000 shares of the Company's
         Common Stock. Additionally, the Company is to provide up to $550,000
         working capital and agreed to enter into an employment agreement
         with MPI's president.

         On January 13, 2000 the Company agreed to assign certain licenses
         and sublicenses, to Littlefield, Adams & Company in addition to
         assist them in certain marketing efforts. The Company also agreed
         to, on a best efforts basis, assist Littlefield, Adams & Company
         "FUNW", a publicly traded company, in the raising of equity capital.
         In consideration for the above the Company will receive 42% of the
         fully diluted outstanding shares of "FUNW".

                                                                            F-20
<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            49           Chairman of the Board of
                                        Directors and Chief Executive
                                        Officer

William H. Campbell        54           Executive Vice President, CFO, - Corporate
                                        Secretary and Director

Gary A. Goodell            49           Executive Vice President, COO, -
                                        Marketing and Director

John B.A. Haggin, Jr.      43           Executive Vice President -
                                        Development and Director

</TABLE>

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

         William H. Campbell has served as our Executive Vice President -
Corporate Affairs since January 4, 1999. He has 15 years experience in
investor and corporate relations. Through the years Mr. Campbell established
contacts with the financial press, radio, television and print which included
television interviews with CNN, FNN and many local stations. He has also been
interviewed and quoted in many major business and financial publications.

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

         John B.A. Haggin, Jr. has served as our Executive Vice President -
Development since January 4, 1999.

                                       17

<PAGE>


Item 10.          EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>

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

John P. Sgarlat(1)             Chairman, CEO        $ 75,000          3,000,000 shares

William H. Campbell(1)         Exec. VP               55,000            200,000 shares

Gary A. Goodell(1)             Exec. VP               69,000            200,000 shares

John Haggin(1)                 Exec. VP               24,693             -
                                                    ---------        ----------
                                                    $223,693          3,400,000 shares
                                                    ---------        ----------
                                                    ---------        ----------
(1) Denotes Director.
</TABLE>

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

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

         MANAGEMENT

         The following table sets forth the number of Common Shares of the
Company owned by record, or to the knowledge of the Company, beneficially, by
each Officer or Director of the Company and by each person owning five percent
or more of the Company's outstanding shares, as of September 30, 1999.

<TABLE>
<CAPTION>

                                      Amount and Nature of      Percentage of
Name and Address                      Beneficial Ownership       Class Owned
----------------                      --------------------       -----------
<S>                                   <C>                        <C>

John Sgarlat                              3,000,000                 29.5

William Campbell                          1,000,000                  9.8

Gary Goodell                                620,000                  6.1

John B. Haggin                              300,000                  3.0

</TABLE>

         All officers and directors as a group own 4,920,000 or 48.4% of the
outstanding shares of the Company.

                                       18

<PAGE>

Item 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

         In September 1999, a shareholder advanced the company $15,000 with
interest at 7% per annum and principal due on demand. No interest expense was
recorded for the fiscal year ended September 30, 1999 and to date no demand
has been made for repayment.

         In connection with the predecessor's acquisition and operation of
its former operating subsidiary PTS, the Company had terminated and commenced
an action against the former president of the PTS subsidiary. In turn, the
former president had commenced an action for wrongful termination against the
Company. These actions were dismissed in the bankruptcy proceedings and the
former president has appealed this decision. The Company has placed 200,000
shares in escrow and recorded the shares as treasury stock pending the
acceptance or lack thereof of the offer. The offer value was based upon
58,833 shares reserved at the time of the plan of reorganization at $.105 and
141,167 shares valued at $1.25, the market price on the date the shares were
put in escrow. The Company will record a charge to additional paid in capital
if the offer is accepted.

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

                                       19

<PAGE>

                                     PART IV

Item 13.          EXHIBITS.

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

<TABLE>
<CAPTION>

Exhibit Number
Reference                  Description
---------                  -----------
<S>                <C>
(2a)               2nd Amended Plan of Reorganization

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

(3a)*              Articles of Incorporation, as amended

(3b)*              By-laws, as amended

(4)*               Specimen of Common Stock certificate

                   (a)

(10)*              Employment Agreement with:
(10.1)**

                   (a) John P. Sgarlat

                   (b) William Campbell

                   (c) Gary Goodell

10.2               (a) Assignment of Rocky Mountain Music Marketing Contract

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

10.4               (c) Licensing Agreement Spartan Sporting Goods.

</TABLE>

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

**    Enclosed Herewith

***   Confidential Treatment requested for portions of this exhibit.

                                       20

<PAGE>

                                   SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant, caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  eContent, Inc.
                                  (formerly Media Vision Productions, Inc.),
                                  (formerly Gulfstar Industries, Inc.)
                                  -----------------------------------------

Dated: January 26, 2000
                                  By: /s/ John P. Sgarlat
                                  -------------------------------------
                                  John P. Sgarlat, Chairman, CEO



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



                   By: /s/ John P. Sgarlat                  January 26, 2000
                   -------------------------------
                   John P. Sgarlat, Chairman, CEO



                   By: /s/ William H. Campbell              January 26, 2000
                   -------------------------------
                   William H. Campbell, CFO



                   By: /s/ Gary A. Goodell                  January 26, 2000
                   -------------------------------
                   Gary A. Goodell, COO

                                       21