UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ______________________

                                  FORM 1O-QSB/A


(MARK ONE)


     /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                      FOR THE QUARTER ENDED MARCH 31, 2002

                          COMMISSION FILE NO. 133-16736

                             ______________________




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


          DELAWARE                                          23-2442288
State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

2455 EAST SUNRISE BLVD. #703, FT. LAUDERDALE, FL                  33401
(Address of principal executive offices)                       (Zip Code)

                                 (561) 835-0094
                           (Issuer's telephone number)


                             ______________________


         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 shorter period that the registrant
was  required  to file such  report),  and (2) has been  subject to such  filing
requirements for the past 90 days. Yes /X/ No / /

         Transitional Small Business Disclosure Format: Yes / /  No ]/X/

     The number of shares  outstanding  of each of the  registrant's  classes of
common stock as of May 1, 2002 is 22,218,572 shares all of one class of $.08 par
value common stock and no shares of  convertible  preferred  stock with a $10.00
par value.




<PAGE>



                         eCONTENT, INC. AND SUBSIDIARIES
                           A DEVELOPMENT STAGE COMPANY


                                      INDEX

                                                                            PAGE
PART I   FINANCIAL INFORMATION

         Consolidated Balance Sheet-March 31, 2002...........................3

         Consolidated Statements of Operations-Three Months
           Ended March 31, 2002..............................................4

         Consolidated Statements of Operations-Six Months
           Ended March 31, 2002..............................................5

         Consolidated Statement of Cash Flows-Six Months
           Ended March 31, 2002..............................................6

         Notes to the Consolidated Financial Statements......................7

         Management's Discussion and Analysis of Financial
           Conditions and Results of Operations.............................12

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings..................................................15

Item 2.  Changes in Securities..............................................15

Item 3.  Defaults Upon Senior Securities....................................15

Item 4.  Submission of Matters to a Vote of Security Holders................15

Item 5.  Other Information..................................................15

Item 6.  Exhibits on Reports on Form 8-K....................................15

         Signature Page.....................................................16




                                       2
<PAGE>



                         eCONTENT, INC. AND SUBSIDIARIES
                           A DEVELOPMENT STAGE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)


                                                             ASSETS
Current Assets:
  Cash and equivalents                                             $     40,658
  Due from prior investee                                                75,000
  Deferred costs                                                        134,474
                                                                   ------------
    Total Current Assets                                                250,132
                                                                   ------------
Deferred production costs                                               317,915
                                                                   ------------


Property and equipment, net of accumulated
  depreciation of $26,565                                                62,997
                                                                   ------------

Other Assets:
  Due from prior investee                                                25,000
  Intangible assets, net of accumulated
    amortization of $ 58,813                                             31,668
                                                                   ------------
    Total Other Assets                                                   56,668
                                                                   ------------
    Total Assets                                                        687,712
                                                                   ------------

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses                                 302,689
  Due to stockholder                                                     15,000
  Due to director                                                        20,000
  Other current liabilities                                             304,354
                                                                   ------------
    Total Current Liabilities                                           642,043
                                                                   ------------

Other Liabilities                                                       155,376
                                                                   ------------

Bridge loans expected to convert to equity                              184,000
                                                                   ------------

Stockholders' Equity:
  Common stock, par value $.08 per share; authorized
    50,000,000 shares, 22,218,572 issued and outstanding              1,777,486
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                     --
  Additional paid in capital                                          9,221,197
  Deficit accumulated during development stage                      (11,292,390)
                                                                   ------------
    Total Stockholders' Equity (Deficit)                               (293,707)
                                                                   ------------
    Total Liabilities and Stockholders' Equity                     $    687,712
                                                                   ============


               See notes to the consolidated financial statements.

                                        3


<PAGE>
<TABLE>
<CAPTION>

                              eCONTENT, INC. AND SUBSIDIARIES
                                A DEVELOPMENT STAGE COMPANY
                                  STATEMENT OF OPERATIONS
                                        (UNAUDITED)

                                                                             FROM APRIL 1,
                                                                                 1998
                                                                               (DATE OF
                                                         FOR THE               INCEPTION)
                                                    THREE MONTHS ENDED             TO
                                                         MARCH 31,              MARCH 31,
                                                   2001            2002           2002
                                               ------------    ------------    ----------
                                                (Restated)
<S>                                                     <C>             <C>             <C>
Total Revenues                                 $       --      $       --      $       --
                                               ------------    ------------    ------------

Costs and Expenses:
  Development, production and distribution           57,205           5,880       1,966,320
  General and administrative                        525,035         173,345       4,967,251
  Depreciation and amortization                       5,075           7,549          82,303
  Stock based compensation and stock grants           8,833            --         3,584,249
                                               ------------    ------------    ------------
      Total Costs and Expenses                      596,148         186,774      10,600,123
                                               ------------    ------------    ------------
  Loss from operations before other expenses
    and provisions for income taxes                (596,148)       (186,774)    (10,600,123)
                                               ------------    ------------    ------------
Other Income (Expense):
  Interest income                                       351            --             1,666
  Settlement income (expense)                          --              --         1,235,109
  Interest expense                                  (12,150)         (2,800)        (39,915)
  Equity in earnings of unconsolidated
    subsidiary                                       76,101            --            96,774
  Loss from termination of interest in
    unconsolidated subsidiary                          --              --        (1,985,901)
                                               ------------    ------------    ------------
      Total Other Income (Expense)                   64,301          (2,800)       (692,267)
                                               ------------    ------------    ------------
  Loss before income taxes                         (531,846)       (189,574)    (11,292,390)
  Provision for income taxes                           --              --              --
                                               ------------    ------------    ------------
      Net loss                                 $   (531,846)   $   (189,574)   $(11,292,390)
                                               ============    ============    ============
Loss per common share, basic and diluted       $       (.03)   $       (.01)
                                               ============    ============
Weighted average common shares outstanding,
  basic and diluted                              19,922,914      22,210,056
                                               ============    ============







                    See notes to the consolidated financial statements.

                                             4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               eCONTENT, INC. AND SUBSIDIARIES
                                 A DEVELOPMENT STAGE COMPANY
                                  STATEMENT OF OPERATIONS
                                         (UNAUDITED)

                                                                              FROM APRIL 1,
                                                                                 1998
                                                                               (DATE OF
                                                         FOR THE               INCEPTION)
                                                    SIX MONTHS ENDED               TO
                                                         MARCH 31,               MARCH 31,
                                                   2001            2002            2002
                                               ------------    ------------    -----------
                                                (Restated)
<S>                                            <C>             <C>             <C>
Total Revenues                                 $       --      $       --      $       --
                                               ------------    ------------    ------------
Costs and Expenses:
  Development, production and distribution          302,175         125,440       1,966,320
  General and administrative                        802,210         346,021       4,967,251
  Depreciation and amortization                      10,984          15,148          82,303
  Stock based compensation and stock grants         268,166            --         3,584,249
                                               ------------    ------------    ------------
      Total Costs and Expenses                    1,383,535         486,609      10,600,123
                                               ------------    ------------    ------------
  Loss from operations before other expenses
    and provisions for income taxes              (1,383,535)       (486,609)    (10,600,123)
                                               ------------    ------------    ------------
Other Income (Expense):
  Interest income                                       500            --             1,666
  Settlement income (expense)                          --              --         1,235,109
  Interest expense                                  (12,150)         (8,143)        (39,915)
  Equity in earnings of unconsolidated
    subsidiary                                       97,718            --            96,774
  Loss from termination of interest in
    unconsolidated subsidiary                          --              --        (1,985,901)
                                               ------------    ------------    ------------
      Total Other Income (Expense)                   86,065          (8,143)       (692,267)
                                               ------------    ------------    ------------
  Loss before income taxes                       (1,297,469)       (494,752)    (11,292,390)
  Provision for income taxes                           --              --              --
                                               ------------    ------------    ------------
      Net loss                                 $ (1,297,469)   $   (494,752)   $(11,292,390)
                                               ============    ============    ============
Loss per common share, basic and diluted       $       (.07)   $       (.02)
                                               ============    ============
Weighted average common shares outstanding,
  basic and diluted                              19,214,172      22,201,791
                                               ============    ============




</TABLE>



                     See notes to the consolidated financial statements.

                                              5

<PAGE>
<TABLE>
<CAPTION>


                                   eCONTENT, INC. AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                            FROM
                                                                                           APRIL 1,
                                                                                            1998
                                                          FOR THE          FOR THE         (DATE OF
                                                         SIX MONTHS       SIX MONTHS      INCEPTION)
                                                           ENDED            ENDED            TO
                                                          MARCH 31,        MARCH 31,       MARCH 31,
                                                            2001             2002            2002
                                                         ----------       ----------      ----------
<S>                                                      <C>             <C>             <C>
                                                         (Restated)
Cash flows from operating activities:
  Net Loss                                              $ (1,297,469)   $   (494,752)   $(11,292,390)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                             10,984          15,148          82,303
    Interest expense paid with equity                           --              --            17,500
    Loan fees                                                   --              --            25,000
    Stock based compensation and expenses
      paid by stock and warrants                             622,297         128,690       6,750,325
    Equity in earnings of unconsolidated  subsidiary         (97,716)           --           (96,774)
    Settlement income relating to stock                         --              --        (1,393,769)
    Loss on termination of interest in unconsolidated
      subsidiary                                                --              --         1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets                  (10,000)         (6,100)        (24,314)
  Other liabilities                                             --           183,126         441,730
  Accounts payable and accrued expenses                      250,727          66,388         792,377
                                                        ------------    ------------    ------------
    Net cash used in operating activities                   (521,177)       (107,500)     (2,712,103)
                                                        ------------    ------------    ------------
Cash flows from investing activities:
  Investment in intangible assets                               --              --           (90,481)
  Investment in property and equipment                       (54,204)           --           (67,378)
  Advance on production rights                                  --              --          (337,500)
  Investment in MPI                                         (118,000)           --        (1,850,000)
                                                        ------------    ------------    ------------
    Net cash used in investing activities                   (172,204)           --         2,345,359
                                                        ------------    ------------    ------------
Cash flows from financing activities:
  Net proceeds from issuance of common stock                 811,079            --         4,413,166
  Proceeds from loans                                         45,000         139,000         582,713
  Advances from officers and stockholders                       --              --           400,954
  Repayment of loans                                        (250,000)           --          (298,713)
                                                        ------------    ------------    ------------
    Net cash provided by financing activities                606,079         139,000       5,098,120
                                                        ------------    ------------    ------------

Net increase (decrease)in cash and cash equivalents          (87,302)         31,500          40,658

Cash and cash equivalents, Beginning of Period               169,913           9,158              --
                                                        ------------    ------------    ------------
Cash and cash equivalents, End of Period                $     82,611    $     40,658    $     40,658
                                                        ============    ============    ============


</TABLE>



                         See notes to the consolidated financial statements.

                                                  6

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2002
                                   (UNAUDITED)

A.   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS:

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

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

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

         Presently,  the  Company's  focus  is to  identify,  develop,  produce,
promote and  ultimately  distribute  programming  on a project by project basis.
Because eContent has been in the development  stage, the accompanying  financial
statements should not be regarded as typical for normal operating periods.

BASIS OF PRESENTATION:

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form l0-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six month period ended March 31, 2002
are not necessarily  indicative of the results that may be expected for the year
ended September 30, 2002.

         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.  Prior  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.

         For  further  information,   refer  to  the  financial  statements  and
footnotes  thereto  included in the Registrant  Company's  annual report on form
10-KSB for the year ended September 30, 2001.


                                        7

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2002
                                   (UNAUDITED)

A.   BASIS OF  PRESENTATION  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES -
     CONTINUED

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION:

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

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

PRINCIPLES OF CONSOLIDATION:

     The accompanying  consolidated  balance sheet as of March 31, 2002 includes
the accounts of the Company and its wholly owned subsidiary,  National Licensing
Corporation,  which commenced  operations on September 5, 2000. The consolidated
statements  of  operations  include the results of operations of the Company and
Media Vision  Properties,  Inc. for all periods presented and National Licensing
Corporation effective September 5, 2000.

         All  significant  intercompany  accounts  and  transactions  have  been
eliminated.

RESTATEMENT:

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

         The Company has restated its financial  statements  for the fiscal year
ended  September  30,  2000  to  record  this  investment  as an  unconsolidated
subsidiary,  which is a change in the  reporting  entities of the  Company,  and
during the fiscal year ended  September 30, 2001 the Company  recorded a loss on
the  termination  of its  investment in MPI effective July 30, 2001, as such the
Statement  of  Operations  and the  Statement of Cash Flows for the three months
ended  December 31, 2000 have been  restated.  Subsequent to September 30, 2001,
the Company and MPI  concurrently  exchanged  certain  releases  relating to the
preceding and entered into a preliminary program production agreement. (See Note
C.)

                                        8

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2002
                                   (UNAUDITED)

A.   BASIS OF  PRESENTATION  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES -
     CONTINUED

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.

RECENT ACCOUNTING PRONOUNCEMENTS:

         In July 2001, the Financial Accounting Standards Board, ("FASB") issued
SFAS No. 141,  "Business  Combinations"  and SFAS No. 142,  "Goodwill  and Other
Intangible Assets".  SFAS No. 141 requires all business  combinations  initiated
after June 30, 2001 to be accounted  for using the purchase  method.  Under SFAS
No. 142,  goodwill and  intangible  assets with  indefinite  lives are no longer
amortized but are reviewed annually (or more frequently if impairment indicators
arise) for impairment.  Separable  intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives (but with
no maximum life). The amortization  provisions of SFAS No. 142 apply to goodwill
and intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible  assets  acquired  prior to July 1, 2001,  the Company is required to
adopt SFAS No. 142 effective July 1, 2002. Adoption of SFAS No. 141 will have no
effect on the Company's results of operations or financial position.  Management
does not expect that adoption of SFAS No. 142 will have a material effect on the
Company's results of operations or financial position.

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets". This statement addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS  No.  144  supersedes  SFAS  No 121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  of", and provides
guidance on classification  and accounting for such assets when held for sale or
abandonment. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001.  Management  does not expect that adoption of SFAS No. 144 will have a
material effect on the Company's results of operations or financial position.

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.

DEFERRED COSTS:

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


                                        9

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2002
                                   (UNAUDITED)

B.       INTANGIBLE ASSETS

         Intangible  assets  consist  of  Reorganization  Costs  capitalized  in
connection with the acquisition of Media Vision  Productions,  Inc.  pursuant to
APB 16.  Amortization  is  computed  using  the  straight-line  method  over the
estimated useful life of the asset, estimated to be years.

     Amortization  expense was $9,048 and $9,048 for the six months  ended March
31, 2001 and 2002, respectively.

C.       COMMITMENTS AND CONTINGENCIES

         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  totaling
$515,000 for fiscal 2000, $566,500 for fiscal 2001 and $623,150 for fiscal 2002.
Additionally,  the agreements provide for stock options and grants of shares. In
May 2001, these agreements were canceled and certain shares were returned to the
Company. The settlement with the two executive officers, now directors, provided
for the  agreement  to lock up their  remaining  shares for six  months  through
October 26,  2001,  and the  payment of $48,000  each  through  May,  2002.  The
termination  agreement  with the Company's  previous  president  resulted in the
return of certain shares to the Company and a consulting contract for $2,500 per
week for 103 weeks commencing on May 29, 2001.

         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 a minimum
annual  non-refundable  license fee, optional for each annual renewal, for up to
nine years.

         From  time to time,  the  Company  may be  involved  in  various  legal
precedings and other matters arising in the normal course of business.

         In December,  2001 the Company and the former  subsidiary (MPI) entered
into releases  pertaining to the termination of the stock purchase  agreement of
May, 2000 and all agreements related thereto;  and the shareholder of the former
subsidiary  returned  1,350,000  shares  of the  Company's  common  stock to the
Company.  For  accounting  purposes  the  surrender  of these  shares  have been
recorded  effective July 30, 2001, the effective date of the  termination of the
stock purchase agreement.

         Concurrently,  the Company entered into a five year preliminary program
production  agreement with MPI.  Significant  terms of the deal memo include the
following:

         MPI will provide for the  production  and delivery of a minimum of five
television  programs per year subject to the approval and funding by the Company
of each program.  Upon  recoupment of the Company's  investment in each program,
net direct proceeds from the  exploitation of  merchandising of related products
and royalties  thereon from each program will be remitted 50% to the Company and
50% to MPI. In  consideration  for the execution of the  agreement,  the Company
provided a grant of warrants to Robert Marty,  the president of MPI, with 4 year
vesting to purchase up to  1,400,000  shares of the  Company's  common  stock at
approximately  $.13 per  share  (valued  at  $235,200).  The  fair  value of the
warrants on the date of the grant was based upon the Black-Scholes  stock option
pricing model using the following weighted average assumptions:  annual expected
rate of return of 0%, annual  volatility  of 163.7%,  risk free interest rate of
5.5% and expected option life of 3 years.


                                       10

<PAGE>


                         eCONTENT, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2002
                                   (UNAUDITED)

D.   INCOME TAXES

         No  provision  has been made for  corporate  income taxes on the parent
company due to cumulative losses incurred.  The Company has available unrealized
tax  benefits of  approximately  $3,786,500  in the form of net  operating  loss
("NOL")  carryforwards  of  approximately  $11,137,000  for  federal  income tax
purposes to reduce future  taxable  income.  If not utilized,  the federal NOL's
expire at various dates through 2020.

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

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

E.   EQUITY TRANSACTIONS

     During the six months  ended March 31,  2002,  the Company  issued  191,000
warrants to purchase  one share each of the  company's  common stock at exercise
prices from $.15 to $.20,  for a period of five years,  in connection  with debt
issued in the form of bridge notes.

     In connection  with the  execution of the  preliminary  program  production
agreement  with  MPI  discussed  in Note C.,  the  Company  provided  a grant of
warrants to Robert Marty,  the president of MPI, with 4 year vesting to purchase
up to 1,400,000 shares of the Company's  common stock at approximately  $.13 per
share  (valued at  $235,200).  The fair value of the warrants on the date of the
grant was based upon the  Black-Scholes  stock  option  pricing  model using the
following  weighted average  assumptions:  annual expected rate of return of 0%,
annual volatility of 163.7%, risk free interest rate of 5.5% and expected option
life of 3 years.  The  Company  recorded  $117,600  as expense  and  $117,600 as
deferred production costs.

     During  February 2002 the Company  issued 25,000 shares of its common stock
to a Law Firm for services.

F.   RELATED PARTY TRANSACTIONS

     In July, 2001 a director lent the Company $20,000,  with interest at 6% per
year and is due upon  completion of a private  placement by the Company.  During
the six months  ended  March 31,  2002,  the  company  accrued  $600 of interest
expense and as at March 31, 2002 $900 of accrued  interest  was  outstanding  on
this note.

                                       11

<PAGE>



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

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 VS. THREE MONTHS ENDED MARCH 31, 2001

     The Company has not yet recorded any  revenue.  The Company  recorded a net
loss of $189,574 for the three months ended March 31, 2002 as compared to a loss
of $531,846 for the three months  ended March 31, 2001.  This  represents a loss
per common  share of $.01 for the period  ended  March 31, 2002 as compared to a
loss per common share of $.03 for the period ended March 31, 2001.

     Production  expenses  were $5,880 for the three months ended March 31, 2002
compared to $57,205 for the three months ended March 31, 2001. This reduction is
attributable to reduced projects under development during the current period.

     General and  administrative  expenses  were reduced to $173,345  during the
three months ended March 31, 2002 from  $528,035  during the period ending March
31, 2001. The decrease in these costs primarily  relate to the reduction of full
time employees and a reduction in marketing  costs related to the  co-production
of syndicated programming.

SIX MONTHS ENDED MARCH 31, 2002 VS. THREE MONTHS ENDED MARCH 31, 2001

     The Company  recorded a net loss of $494,752 for the six months ended March
31, 2002 as compared to a loss of $1,297,469  for the six months ended March 31,
2001. This represents a loss per common share of $.02 for the period ended March
31,  2002 as compared  to a loss per common  share of $.07 for the period  ended
March 31, 2001.

     Production  expenses  were $125,440 for the six months ended March 31, 2002
compared to $302,175 for the six months ended March 31, 2001.  This reduction is
attributable to reduced projects under development during fiscal 2002.

     General and administrative expenses were reduced to $346,021 during the six
months ended March 31, 2002 from  $802,210  during the same period  ending March
31, 2001. The decrease in these costs primarily  relate to the reduction of full
time employees and a reduction in marketing  costs related to the  co-production
of syndicated programming.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

         eContent, Inc., (ETNT) is an integrated vertical marketing company that
sources,  develops,  produces,  and markets enduring brands.  The Company's core
competency is marketing  enduring brands through long-form  television  programs
which in effect become indirect commercials, utilizing educational marketing; in
addition  the  Company  also  exploits  licensing  and other  ancillary  revenue
generation for its enduring brands. The Company seeks products and services that
span several attractive  industries such as automotive;  beauty & personal care;
business  opportunities;  diet,  health & fitness;  leisure time; home & garden;
self-improvement; services, etc.

         The Company believes it has superior access to entrepreneurial  brands,
both  products  and  services,  on  account of the  reputation  of its staff for
developing  and producing  winners.  From time to time the Company also utilizes
consultants  who find and  develop  new brand  concepts.  The  Company  also has
superior production capabilities through its strategic alliances with MPI, Media
Productions International, and others who have produced shows for PBS, CBS, BBC,
A&E, and Discovery Health Channel.



                                       12

<PAGE>



         The Company is presently negotiating a joint venture which will include
a television  program and direct response company  utilizing both ETNT's and our
network partners' capabilities.

         The  Company  plans to  develop  and  retain a  financial  interest  in
products related to each MPI Special.  Public  Television  offers these products
(ie. books, cd's, videos,  etc.) to viewers as an incentive to pledge during the
station's  Membership  Drives.  This  nationwide  exposure  provides  invaluable
consumer  recognition.  These and other  products  are cross  promoted  and sold
through a  synchronized  network of Mass  Merchants,  Bookstores,  Music & Video
Outlets, TV Shopping, Web and Print Channels.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital deficit at March 31, 2002 was $391,911. Since
the  reorganization,  the Company has funded its operations from the issuance of
common stock and loans.


         At March  31,  2002 the  Company  had  cash  and  cash  equivalents  of
approximately  $40,658.  Cash  used in  operating  activities  of  approximately
$107,500  primarily  consisted of the net loss,  offset by non-cash  charges for
depreciation,  an increase in payables and other  liabilities and  approximately
$250,000 and common stock issued for services,  some of which are deferred.  The
Company  raised  approximately  $139,000  through the issuance of the  Company's
notes  with  warrants,  with  interest  at 10%,  redeemable  upon the  Company's
completion of a private equity offering exceeding $2,000,000


         The Company has incurred  operating  losses totaling  $11,292,390  from
inception  April 1, 1998  through  March 31,  2002.  The  Company's  ability  to
continue as a going concern and its future success is dependent upon its ability
to raise capital in the near term to: (1) satisfy its current  obligations,  (2)
continue its development of programs,  and (3 ) successfully implement its plans
to market the products of  co-venturers  through the  television and other media
for a share of the revenue from the exploitation of each program.

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


          In  September,  2001,  the Company has entered  into a  commitment  to
          secure up to  approximately  $500,000 of bridge loans  convertible  to
          equity. Through April 30, 2002 the Company has received commitments of
          approximately   $400,000   of   notes,   of  which  it  has   received
          approximately  $140,000 of proceeds. The Company presently has ongoing
          discussions  and  negotiations  with a number of additional  financing
          alternatives,  one or  more  of  which  it  believes  will  be able to
          successfully  close  to  provide  necessary  working  capital,   while
          maintaining sensitivity to shareholder dilution issues.


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

         In December  2001,  the Company has entered into a preliminary  program
         production   agreement  with  MPI  and  has  relationships  with  other
         producers. The Company has built working alliances with several outside
         production  studios and talent  pools and the  Company  has  identified
         several  projects  it will  implement  on a program-  by-program  basis
         during fiscal 2002.

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


                                       13

<PAGE>



     The Company  raised  approximately  $1,086,000  through the issuance of the
Company's  common  stock  during the fiscal  year ended  September  30,  2001 in
private placement transactions with accredited investors that are intended to be
exempt from  registration  pursuant to 506 of  Regulation d  promulgated  by the
Securities  and  Exchange  Commission  under  the  Securities  Act of  1933  and
anticipates  it will need to raise between  $750,000 to $1,500,000 of additional
capital to implement its current business plan.

INFLATION

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

FORWARD LOOKING AND OTHER STATEMENTS

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

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



                                       14

<PAGE>



                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         eContent, Inc.'s predecessor had commenced an action against its former
president of its MBT  subsidiary.  On May 16,1996 we terminated the President of
the former  PTS  Subsidiary.  The former  president  of the PTS  subsidiary  has
commenced  an action for wrongful  termination  and the Company has defended its
position  and  has  commenced  a  countersuit   alleging   misrepresentation  in
connection  with the  acquisition  of PTS. The Company filed for  reorganization
under Chapter 11 of the  bankruptcy  laws,  which has been approved by the court
and which has been deemed effective on January 4, 1999. The above claims against
the Company were dismissed in the  reorganization.  The former  President of the
PTS  Subsidiary  appealed this decision and  effective  September 30, 2001,  the
Company  recorded the settlement  with the former  President for the issuance of
91,833  shares of the Company's  common stock valued at $13,775,  as well as the
extension of 33,000  warrants for one share each of the  Company's  common stock
exercisable through October,  2004 for a price equal to 75% of the trading price
on the date of exercise.


         In September, 2000 the Company terminated its Executive Vice President,
Gary A. Goodell.  In December,  2000 the former Executive Vice President filed a
complaint in the Circuit Court of the Fifteenth  Judicial  Circuit in Palm Beach
County  seeking  restatement  of his employment  contract.  In March 2001,  Bill
Campbell  joined  Gary  Goodell's  suit.  In May  2001,  the suit  was  settled,
resulting in the return of certain shares by both directors and the agreement to
lock up their remaining  shares for six months through October 26, 2001, and the
payment of $48,000 each through May, 2002.


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


ITEM 2. CHANGES IN SECURITIES.

         NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         NONE

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

         NONE

ITEM 5. OTHER INFORMATION.

         NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         NONE


                                       15

<PAGE>


                                   SIGNATURES

         In accordance  with the  requirements of the 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.)



Dated: August 16, 2002


                                             By: /s/ WILLIAM H. CAMPBELL
                                                 ------------------------


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


NAME                                       TITLE                     DATE




By:/s/ WILLIAM H. CAMPBELL           President, CEO, CFO        August 16, 2002
-----------------------------        Secretary, Director
      William H. Campbell



By:  /s/ GARY GOODELL                Vice President, COO         August 16, 2002
----------------------------         Director
        Gary Goodell



                                       16