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

                                   FORM 1O-QSB

(MARK ONE)

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

                     FOR THE QUARTER ENDED DECEMBER 31, 2003

                          COMMISSION FILE NO. 133-16736

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, 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)

324 Dutura St., West Palm Beach, FL                              33314
------------------------------------                           ---------

(Address of principal executive offices)                       (Zip Code)

                                 (561) 719-9841
                                 --------------
                           (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 January 28, 2004, is 53,195,863  shares all of one class of $.08 par
value  which is $.015 par  value  common  stock  and no  shares  of  convertible
preferred stock with a $10.00 par value.



<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY

                                      INDEX

                                                                       PAGE
PART I   FINANCIAL INFORMATION

Unaudited Consolidated Balance Sheet-December 31, 2003                  3

Unaudited Consolidated Statements of Operations-Three Months
  Ended December 31, 2003                                               4

Unaudited Consolidated Statement of Cash Flows-Three Months
  Ended December 31, 2003                                               5

Notes to the Consolidated Financial Statements                          6

Management's Discussion and Analysis of Financial
  Conditions and Results of Operations                                 15

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                             21

Item 2.  Changes in Securities                                         21

Item 3.  Defaults Upon Senior Securities                               21

Item 4.  Submission of Matters to a Vote of Security Holders           21

Item 5.  Other Information                                             21

Item 6.  Exhibits on Reports on Form 8-K                               21

Signature Page                                                         22


                                      -2-
<PAGE>




                EARTHWORKS ENTERTAINMENT, INC.. AND SUBSIDIARIES
                            (FORMERLY eCONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003
                                   (UNAUDITED)
ASSETS

Current Assets:
  Cash                                                            $      66,684
  Deferred costs
                                                                              -
                                                                   -------------

     Total Current Assets                                                66,684

Deferred production costs
                                                                              -

Property and equipment, net of accumulated
            depreciation of $45,965                                      43,597

Other Assets:
  Intangible assets, net of accumulated
            amortization of $90,481                                   2,000,000

      Total Other Assets                                              2,000,000
                                                                   -------------

      Total Assets                                                    2,110,281
                                                                   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses                                 284,911
  Other current liabilities                                             245,750
                                                                   -------------

      Total Current Liabilities                                         530,661

Other Liabilities                                                        96,775

Bridge loans expected to convert to equity                              214,006

Stockholders' Equity:
  Common stock, par value $.0015 per share; authorized
   100,000,000 shares, 50,687,738 issued and outstanding
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                   76,032
  Additional paid in capital                                         15,147,479
  Deficit accumulated during development stage                     (13,954,672)
                                                                   -------------

      Total Stockholders' Equity                                      1,268,839
                                                                   -------------

      Total Liabilities and Stockholders' Equity                  $   2,110,281
                                                                   =============

See notes to the consolidated financial statements

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                          EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                                     (FORMERLY eCONTENT, INC.)
                                    (A DEVELOPMENT STAGE COMPANY
                                      STATEMENT OF OPERATIONS

                                                                                            FROM
                                                                                           APRIL 1,
                                                                                            1998
                                                                                          (DATE OF
                                                                                         INCEPTION)
                                                       FOR THE THREE MONTHS ENDED            TO
                                                               DECEMBER 31,             DECEMBER 31,
                                                         2002            2003               2003
                                                     -------------   -------------    ---------------
<S>                                                 <C>            <C>              <C>
Total Revenues                                      $           -  $            -   $              -
                                                     -------------   -------------    ---------------

Direct Costs and Expenses:
  Development, production and distribution
     including non-cash stock related charges
     of $23,880, $0 and $916,056 respectively              23,880               -          2,402,512

  General and administrative including
     non-cash charges of $32,000, $205,000
    and $2,753,072                                         64,200         194,351         10,223,600
  Depreciation and amortization                            13,699           6,549            134,947
                                                     -------------   -------------    ---------------

      Total Costs and Expenses                            101,779         200,900         12,761,059
                                                     -------------   -------------    ---------------

  Loss from operations before other expenses
    and provisions for income taxes                     (101,779)       (200,900)       (12,761,059)

Other Operating Income (Expense):
  Interest income                                                                              1,666
                                                                -               -
  Settlement income (expense)                                            (49,865)            968,764
                                                                -
  Interest expense (net)                                  (2,500)         (2,500)          (113,326)
  Equity in earnings of unconsolidated
    subsidiary                                                                                96,774
                                                                -               -
  Loss from termination of interest in
    unconsolidated subsidiary                                                            (1,985,901)
                                                                -               -
   Impairment Loss                                                                         (161,589)
                                                                -               -
                                                     -------------   -------------    ---------------

      Total Other Operating Income (Expense)              (2,500)        (52,365)        (1,193,612)
                                                     -------------   -------------    ---------------

  Operating (Loss) before income taxes                  (104,279)       (253,265)       (13,954,671)

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

      Net (Loss)                                    $   (104,279)  $    (253,265)   $   (13,954,671)
                                                     =============   =============    ===============

Loss per common share, basic and diluted            $     (0.004)  $      (0.005)
                                                     =============   =============

Weighted average common shares outstanding,
  basic and diluted                                    29,311,697      48,653,390
                                                     =============   =============


See notes to the consolidated financial statements
</TABLE>
                                                -4-
<PAGE>

<TABLE>
<CAPTION>


                                   EARTHWORKS ENTERTAINEMENT,, INC. AND SUBSIDIARIES
                                               (FORMERLY eCONTENT, INC.)
                                             (A DEVELOPMENT STAGE COMPANY)
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                    FROM APRIL 1, 1998
                                                                FOR THE THREE MONTHS ENDED         (DATE OF INCEPTION)
                                                                       DECEMBER 31,                  TO DECEMBER 31,
                                                                  2002              2003                   2003
                                                             ---------------   ----------------    -------------------
<S>                                                         <C>               <C>                <C>
Cash flows from operating activities:
  Net Loss                                                 $      (104,279)  $       (253,265)   $      (13,954,671)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                                    13,699              6,549               134,947
    Interest expense paid with equity                                     -                  -                17,500
    Loan fees                                                             -                  -                25,000
    Stock based compensation and expenses
      paid by stock                                                  41,200            240,002             8,539,237
    Equity in earnings of unconsolidated subsidiary                       -                  -              (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                           5,886           (11,730)               581,223
  Other liabilities                                                  20,500           (90,398)               359,354
  Accounts payable and accrued expenses                              13,000           (20,520)               725,335
  Cash overdraft                                                          -                  -                     -
                                                             ---------------   ----------------   -------------------

    Net cash used in operating activities                           (9,994)          (129,362)           (3,076,709)
                                                             ---------------   ----------------   -------------------

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

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

Cash flows from financing activities:
  Net proceeds from issuance of common stock                              -            109,730             4,733,911
  Proceeds from loans                                                10,000                  -               650,213
  Advances from officers and stockholders                                 -                  -               400,954
  Repayment of loans                                                      -                  -             (298,713)
                                                             ---------------   ----------------   -------------------

    Net cash provided by financing activities                        10,000            109,730             5,486,365
                                                             ---------------   ----------------   -------------------

Net increase (decrease)in cash and cash equivalents                       6           (19,632)                64,297

Cash and cash equivalents, Beginning of Period                            4             86,316                     -
                                                             ---------------   ----------------   -------------------

Cash and cash equivalents, End of Period                   $             10  $          66,684   $            64,297
                                                             ===============   ================   ===================

See notes to the consolidated financial statements
</TABLE>
                                                          -5-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LOSSES SINCE REORGANIZATION:

         The  Company's  working  capital at December  31, 2003 was a deficit of
$493,977.  Since the Reorganization,  the Company has funded its operations from
the issuance of common stock and loans from  officers and certain  shareholders.
The Company has incurred  operating  losses totaling  $13,954,672 from inception
April 1, 1998 through December 31, 2003. 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 properties and projects, and
     (3)  successfully   implement  its  plans  to  market  the  properties  and
          projects.

         The Company  believes  that it will be able to complete  the  necessary
steps in order to meet its cash flow  requirements  throughout  fiscal  2004 and
continue its development and  commercialization  efforts.  Management's plans in
this regard include, but are not limited to, the following:

         (1) The Company  presently  has ongoing  negotiations  with a number of
         financing  alternatives,  including  obtaining working capital from the
         proceeds of  convertible  bridge  notes and private  placements  of the
         Company's equity  including its common stock and warrants.  The Company
         also plans to settle prior obligations with equity and extended payment
         terms.  The Company  believes  that any of the above,  or a combination
         thereof,  will be successfully closed in an orderly fashion and provide
         the necessary working capital,  to maintain the current  visibility and
         development  of its show  properties,  until such time the  Company can
         obtain  cash  flow  from  revenues  and  ultimately  attain  profitable
         operations.

         (2) 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:

           (A)  On  June  15,  2003  appointed  Peter  Keefe  as  the  Company's
         President.  Management believes Mr. Keefe's network of global contacts,
         associations   and   affiliations   in  the   children's   and   family
         entertainment and licensing  industries will connect the Company with a
         uniquely  broad,  and  extremely  valuable,  base of  exciting  revenue
         generating marketing opportunities.  On December31, 2003, the Company's
         Board  of  Directors  approved  an  agreement  with  Peter  Keefe,  the
         Company's  president,  pursuant to a deal memorandum  dated December 1,
         2003,  which is  intended  to be  binding  and  subject  to  definitive
         agreements whereby in exchange for the  issuance of  10,000,000
         restricted shares of the Company's common stock (or an equivalent value
         of both  common  stock  and  warrants  to  purchase  shares  of  common
         stock-based  upon the  Company's  share  price as of  December 1, 2003;
         which  was  $.20,  or the  equivalent  at the  time,  of  approximately
         $2,000,000,)  the Company  will acquire  rights to certain  properties,
         including  direct  profit  participation,   merchandise  licensing  and
         distribution  and the US television  distribution  rights in connection
         with the Nine Dog  Christmas,  Nine Dog  Night of  Fright  and  Z-Force
         animated show properties.


                                      -6-
<PAGE>

                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

           (B) The Company has  established a platform to launch its  properties
         and products in the global  television,  home video/DVD and merchandise
         licensing marketplace.  The Company is currently marketing the Nine Dog
         Christmas,  Nine Dog Night of Fright and Z-Force animated entertainment
         properties and is in negotiations to secure further,  future properties
         that it calculates have a high potential for success.  The Company also
         has valuable and unique business relationships with leading production,
         distribution and licensing groups in the global  entertainment  market.
         The Company has built working alliances with several outside production
         studios  and  talent  pools  and the  Company  has  identified  several
         projects it plans to implement  on a property by property  basis during
         fiscal 2004 and beyond.

         Management  believes that actions presently being taken to complete the
Company's  development stage through the successful  production and distribution
of children's  and family  entertainment  properties  will  ultimately  generate
sufficient revenue to support its operations. However, there can be no assurance
that  Earthworks  Entertainment  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.

NATURE OF OPERATIONS:

           Earthworks  Entertainment,  Inc.'s primary  business is the creation,
co-production,   marketing  and  distribution  of  high  quality,   world  class
children's  and family  oriented  entertainment  properties.  The properties are
marketed in all  multi-platform  areas of  commercial  exposition  ranging  from
Television to Home Video to Merchandise Licensing to Electronic & Video Games to
Book and Music Publishing.

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 three month period ended December 31,
2003 are not necessarily  indicative of the results that may be expected for the
year ended September 30, 2004.

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.
(the Company) and Media Vision  Properties,  Inc.,  whereby  holders of existing
voting shares immediately  before the confirmation retained 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.

                                      -7-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

         For  accounting  purposes  the  acquisition  was  treated  as  an
acquisition of eContent,  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.

RESTATEMENT TO TREAT MPI AS UNCONSOLIDATED:

         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  restated its  financial  statements  for the fiscal year ended
September 30, 2000 to record this investment as an unconsolidated  subsidiary in
its filing for the fiscal  year ended  September  30,  2001 in which the Company
recorded a loss on the  termination  of its investment in MPI effective July 30,
2001.  Subsequent  to  September  30,  2001,  the Company  and MPI  concurrently
exchanged  certain  releases  relating  to  the  preceding  and  entered  into a
preliminary  program  production  agreement.  On September 30, 2003, the Company
executed an agreement to terminate its  preliminary  production  agreement  with
MPI. As part of the  agreement,  the Company issued 125,000 shares of its common
stock to MPI and cancelled 1,400,000 warrants issued to MPI's President,  Robert
Marty, as part of the initial production agreement.  Additionally,  both parties
agreed to cancel  outstanding notes due to and from eContent,  and again provide
certain releases.

PRINCIPLES OF CONSOLIDATION:

         The  accompanying  consolidated  balance  sheet as of December 31, 2003
includes  the  accounts of the Company and its wholly  owned  subsidiary,  Media
Vision Properties Inc., which commenced operations on April 1, 1998 and National
Licensing  Corporation,  which  commenced  operations on September 5, 2000.  The
consolidated  statements of operations  include the results of operations of the
Company and Media Vision Properties, Inc. for all periods presented and National
Licensing Corporation effective September 5, 2000.

         All   significant   inter-company   accounts  and   transactions   have
been eliminated.

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.


                                      -8-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

RECENT ACCOUNTING PRONOUNCEMENTS:

         In  April  2002,  the FASB  issued  SFAS No.  145  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections."  This statement  rescinds SFAS No. 4, "Reporting  Gains and Losses
from  Extinguishment of Debt," and an amendment of that statement,  SFAS No. 44,
"Accounting  for  Intangible  Assets  of  Motor  Carriers,"  and  SFAS  No.  64,
"Extinguishments  of  Debt  Made to  Satisfy  Sinking-Fund  Requirements."  This
statement   amends  SFAS  No.  13,   "Accounting   for   Leases,"  to  eliminate
inconsistencies between the required accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  Also, this statement
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions.  Provisions of SFAS No. 145 related to the  rescission of SFAS No. 4
were effective for the Company on November 1, 2002 and provisions affecting SFAS
No.  13 were  effective  for  transactions  occurring  after May 15,  2002.  The
adoption  of SFAS  No.  145 did not  have a  material  impact  on our  financial
statements.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
Associated   with  Exit  or  Disposal   Activities."   This   statement   covers
restructuring type activities  beginning with plans initiated after December 31,
2002.  Activities covered by this standard that are entered into after that date
will be recorded in accordance with the provisions of SFAS No. 146. The adoption
of SFAS No. 146 did not have a significant impact on our consolidated  financial
position or results of operations.

         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation--Transition  and Disclosure," which provides alternative methods of
transition  for a voluntary  change to fair value based method of accounting for
stock-based  employee  compensation  as prescribed in SFAS 123,  "Accounting for
Stock-Based  Compensation."  Additionally,  SFAS 148 required more prominent and
more  frequent   disclosures  in  financial  statements  about  the  effects  of
stock-based  compensation.  The  provisions of this  Statement are effective for
fiscal years ending after December 15, 2002, with early application permitted in
certain circumstances.  The Company has adopted the disclosure provisions in our
consolidated   financial   statements  as  disclosed  above  under  Stock  Based
Compensation.

         In November 2002, the FASB issued  Interpretation  No. 45,  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness  of Others ("FIN 45"). FIN 45 requires a company,  at
the time it issues a guarantee,  to recognize an initial  liability for the fair
value of  obligations  assumed under the  guarantee  and  elaborates on existing
disclosure  requirements  related to  guarantees  and  warranties.  The  initial
recognition  requirements  of FIN 45 are  effective  for  guarantees  issued  or
modified after December 31, 2002 and adoption of the disclosure requirements are
effective for the Company during the first quarter ending December 31, 2003. The
adoption  of FIN 45 will  not  have a  significant  impact  on our  consolidated
financial position or results of operations.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning  after June 15, 2003. The adoption of FIN 46 did not
have a significant  impact on our consolidated  financial position or results of
operations.



                                      -9-
<PAGE>

                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

         In May 2003,  the FASB issued SFAS Statement No. 150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity".  This Statement  establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial  instruments  of  nonpublic  entities,  if  applicable.  It  is  to be
implemented  by reporting  the  cumulative  effect of a change in an  accounting
principle  for  financial  instruments  created  before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this  statement is not expected to have a significant  impact 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.

STOCK-BASED COMPENSATION

         Financial  Accounting  Statement  No. 123,  Accounting  for Stock Based
Compensation,  encourages, but does not require companies to record compensation
cost for stock-based employee  compensation plans at fair value. The Company has
chosen to continue to account for stock-based  compensation  using the intrinsic
method prescribed in Accounting  Principles Board Opinion No. 25, Accounting for
Stock   Issued  to   Employees,   and  related   interpretations.   Accordingly,
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market  price of the  Company's  stock at the date of the grant over the
amount an employee  must pay to acquire  the stock.  The Company has adopted the
"disclosure only" alternative  described in SFAS 123 and SFAS 148, which require
pro forma  disclosures of net income and earnings per share as if the fair value
method of accounting had been applied.

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.


                                      -10-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS:

                                                     FOR THE THREE MONTHS ENDED
                                                            DECEMBER 31,
                                                           2002        2003
                                                           ----        ----

Interest Paid                                            $    0        $    0
                                                         =======       ======

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                     FOR THE THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                           2002        2003
                                                           ----        ----


Cancellation of $32,000 and $120,000 of unpaid salary,
  expenses and fees due to  Officers,  Directors  and
  Professionals,   including  the  Company's  outside
  counsel, for the issuance of 800,000 and 500,000
  shares of common stock                                $ 32,000     $120,000
                                                         =======       ======

Issuance of 65,000 and 25,000 shares of
  common stock for services                              $ 3,200       $ 5,000
                                                         =======       ======

Issuance of 200,000 shares of common
  stock for repayment of a defaulted note
  payable and accrued interest                           $    -      $ 40,334
                                                         =======       ======

Issuance of 400,000 shares of common stock to settle
$80,000 of unpaid fees and expenses due to a former
Company president                                        $    -      $ 80,000
                                                         =======       ======


                                      -11-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

B.       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 $4,524 and $4,524 for the three  months ended
December 31, 2002 and 2003, respectively.

C.       COMMITMENTS AND CONTINGENCIES

         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  provided that the Company pay
30% of all royalty  income  received  under this  agreement to the Licensor,  or
"Spartan".   Additionally,   the   agreement   provided   for   minimum   annual
non-refundable  license fees, annually for each optional renewal,  through 2008.
Effective December 31, 2002, the Company decided not to renew the agreement with
Spartan.  As of  September  30,  2003,  net of the  settlement  of $100,000  for
1,200,000  shares,  $102,400  remains due to Spartan for unpaid  license  rights
fees.

  On June 15, 2003,  the Company  entered into an employment  agreement with its
president  and chief  executive  officer.  The  general  terms of the  agreement
provides for a grant of 3,000,000  shares of common stock upon  execution of the
agreement;  a base salary of  $185,000  per year with  annual  increases  of 10%
through  2006 and a grant of  400,000  options  at $.25 per  share  and vest for
100,000 options per year through 2006.

         On July 1, 2003, the Company entered into an employment  agreement with
its executive vice president and chief operating/financial  officer. The general
terms of the  agreement  provides  for a base salary of  $165,000  per year with
annual  increases of 10% through 2006 and a grant of 400,000 options at $.25 per
share and vest for 100,000 options per year through 2006.

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  $4,331,600  in the form of net  operating  loss
("NOL")  carryforwards  of  approximately  $12,740,000  for  federal  income tax
purposes to reduce future  taxable  income.  If not utilized,  the federal NOL's
expire at various dates through 2022.

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

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


                                      -12-
<PAGE>

                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)


EQUITY TRANSACTIONS

         The Company issued a proxy and held a Special  Meeting of  Stockholders
on November 24, 2003. The matters considered at this meeting were to: 1)increase
the  number  of  the  Company's  Authorized  Common  Stock  from  50,000,000  to
100,000,000,  2)change the Company's Common Stock Par Value from $.08 to $.0015,
and 3) change the Company name to  Earthworks  Entertainment,  Inc. All of these
matters were approved by the shareholders.

         During  the  quarter  ended  December  31,  2003,  the  Company  issued
1,250,000 shares of common stock in private  placements  generating net proceeds
to the Company of $100,000.  In connection  with these private  placements,  the
Company  issued  1,093,750  warrants to purchase one share each of the Company's
common stock at an exercise price of $.25, for a period of five years.

         During the quarter ended  December 31, 2003,  the Company issued 20,000
in  connection  with the  exercise of warrants,  generating  net proceeds to the
Company of $3,000.

         During the quarter  ended  December  31,  2003,  in  connection  with a
contract,  the Company issued 100,000 warrants to purchase one share each of the
Company's common stock at an exercise price of $.20, for a period of five years.

         In December  2003,  the  Company  issued  200,000  shares of its Common
Stock, valued at $40,334 based upon the value of its common stock at the date of
issuance,  in exchange for a full release of a default  judgement that was filed
against the Company in connection with a note payable executed in 1999.

         In December  2003, the Company issued 400,000 shares of common stock to
its former president to settle $80,000 of unpaid expenses.

         In December  2003, the Company issued 500,000 shares of common stock to
two officers to settle $103,196 of unpaid expenses and  compensation  due from a
prior settlement

         On December  31, 2003,  the  Company's  Board of Directors  approved an
agreement  with  Peter  Keefe,  the  Company's  president,  pursuant  to a  deal
memorandum  dated December 1, 2003,  which is intended to be binding and subject
to definitive agreements.  The agreement provides for the issuance of 10,000,000
restricted  shares of the Company's common stock (or an equivalent value of both
common  stock and  warrants to purchase  shares of common  stock-based  upon the
Company's share price as of December 1, 2003;  which was $.20; the equivalent at
the time,  of  approximately  $2,000,000,)  the Company will  acquire  rights to
certain properties.


                                      -13-
<PAGE>


                 EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES
                            (FORMERLY ECONTENT, INC)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (UNAUDITED)

D.      NOTES PAYABLE

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

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

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

         In  September,  2001,  the Company  issued  $45,000 of bridge  notes to
investor,  due to mature  the  earlier  of one year from the date of note or the
closing  of an  equitably  funding  if at least  $2,000,000.  The notes  bear an
interest rate of 10% and the note holders  received  22,500 warrants to purchase
one share each of the Company's  common stock at $.20. In the event of a default
the investors  would receive an additional  22,500  warrants with an exercisable
price of $.10.

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

         During the three  months ended  December  31, 2003 the Company  accrued
$2,500 of interest on these notes.


                                      -14-
<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.

                           FORWARD-LOOKING STATEMENTS

This  report  contains  "forward-looking  statements".  In some  cases,  you can
identify  forward-looking  statements by terms such as "may," "intend," "might,"
"will," "should," "could," "would," "expect," "believe,"  "estimate," "predict,"
"potential," or the negative of these terms and similar expressions  intended to
identify  forward-looking  statements.  These  statements  reflect the Company's
current  views with respect to future  events and are based on  assumptions  and
subject to risks and uncertainties.  These risks and uncertainties may cause the
Company's  actual  results,   performance,  or  achievements  to  be  materially
different from any future results,  performance,  or  achievements  expressed or
implied by the forward-looking  statements.  You should not place undue reliance
on these  forward-looking  statements.  Also, these  forward-looking  statements
represent the Company's estimates and assumptions as of the date of this report.
The  Company  is under no duty to update any of the  forward-looking  statements
after the date of this report to conform such statements to actual results or to
changes in our expectations.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2003 VS. THREE MONTHS ENDED DECEMBER 31, 2002

         The  Company  has not yet  recorded  any revenue  since  inception,  as
restated for the  termination of its  investment in MPI. The Company  recorded a
net loss of $235,265 for the three months ended December 31, 2003 as compared to
a loss of $104,279 for the period  December 31, 2002. This represents a loss per
common share of $(.005) for the three  months  ended  December 31, 2003 on basic
and diluted  shares  outstanding  of 48,653,390 as compared to a loss per common
share of $(.004) on basic and diluted  shares  outstanding of 29,311,697 for the
period December 31, 2002.

         Production  expenses  were $0 for the three months  ended  December 31,
2003  compared to $23,880 for the three  months ended  December 31, 2002.  These
included non-cash charges for production services paid with equity of $0 in 2003
as  compared  to $23,880 in 2002.  This  reduction  is  attributable  to reduced
projects  under  development  during the period ended  December  31,  2003.  The
Company anticipates that production  expenses will increase  considerably during
the third and fourth quarters of fiscal 2004 to enable it to further develop its
existing properties and to develop future properties.

         General and administrative  expenses increased to $194,351 in the three
months ended  December 31, 2003 from $64,200 for the three months ended December
31,  2002.  The  increase  in these costs  relates to an  increase in  executive
compensation and other general corporate overhead, such as promotion, marketing,
legal and office expenses. Compensation to executives for the three months ended
December 31, 2002 was $32,000 compared to $87,500 which included accrued charges
of $65,500 for the three month  period  ended  December  31, 2003 and $0 for the
three month period ended  December 31, 2002.  Other general  corporate  overhead
expenses increased to $106,851 for the three months ended December 31, 2003 from
$32,200 for the same period in 2002.  This increase in other  general  corporate
overhead can be attributed to promotion, marketing and legal expenses related to
the  acquisition  of  licensing  rights,  the  Company  name/symbol  change  and
commencing the implementation of its revised operational strategy.


                                      -15-
<PAGE>


         Other  operating  expenses  totaled  $52,365 in the three  months ended
December 31, 2003 as compared to $2,500 for the three months ended  December 31,
2002. This increase in operating  expenses can be attributed to non-cash charges
related with the  settlement of a bridge loan and the  settlement of unpaid fees
and expenses due to the Company's former president.

         Interest  expense was $2,500 for the three  months  ended  December 31,
2002 and $2,500 for the three months ended December 31,
2003.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

         The global market demand for high quality,  character  driven  children
and  family  entertainment  has never been  greater.  The  proliferation  of new
digital,  satellite  and  cable  broadcast  networks  throughout  the  world has
prompted industry analysts to predict that the demand for world class children's
and family  entertainment  properties will increase  exponentially over the next
decade.  Merchandising,  licensing,  publishing and other areas of marketing for
character driven hit entertainment  properties can generate hundreds of millions
of dollars  for the  rights  holders  and tens of  millions  of dollars  for the
companies who actually market the properties.

         Earthworks  Entertainment,  Inc., is a vertically  integrated marketing
company engaged in the creation,  co-production,  marketing and  distribution of
high  quality,   world  class  children's  and  family  oriented   entertainment
properties.   The  properties  are  marketed  in  all  multi-platform  areas  of
commercial  exposition  ranging  from  Television  to Home Video to  Merchandise
Licensing to Electronic & Video Games to Book and Music Publishing.

         The Company also forms Teaming  Agreements  with outside  companies for
the  co-operative  marketing  of hit  potential  entertainment  properties.  The
Company is establishing an artistic & commercial `bridge' between producers,  TV
broadcasters,  publishing  companies and  merchandise  groups in North  America,
Europe  and  Asia.  The  establishment  of  such  `bridge'  relationships  among
entertainment entities, who otherwise would not be able to globally expand their
world  market  share in such a near  horizon  timeframe,  will  ensure  that the
Company is privy to substantial  `first  look/first  option'  opportunities on a
wide array of world class entertainment properties.


                                      -16-
<PAGE>




         On June 15, 2003 the  Company  appointed  Peter Keefe as the  Company's
President.  Management  considered that Mr. Keefe's network of global  contacts,
associations  and  affiliations in the children's and family  entertainment  and
licensing  industries  would  connect the  Company  with a uniquely  broad,  and
extremely valuable, base of exciting revenue generating marketing opportunities.
At that time,  the Company  began to  establish  its current  platform to launch
properties and products in the global television, home video/DVD and merchandise
licensing  marketplace.  The Company began  marketing of the Nine Dog Christmas,
Nine Dog Night of Fright  and  Z-Force  animated  entertainment  properties.  On
December 31, 2003, the Company's  Board of Directors  approved an agreement with
Peter  Keefe,  the  Company's  president,  pursuant to a deal  memorandum  dated
December 1, 2003,  which is  intended  to be binding  and subject to  definitive
agreements, whereby in exchange for the issuance of 10,000,000 restricted shares
of the Company's  common stock (or an equivalent  value of both common stock and
warrants to purchase shares of common stock-based upon the Company's share price
as of  December 1, 2003;  which was $.20,) or which at the time,  had a value of
approximately $2,000,000,  the Company will acquire rights to certain properties
which are expected to be allocated as follows:

Rights Acquired                  Property Name            Interest  $ Allocation

Profit Participation
  Ownership                     Z-Force                      45%

Global Management & Control
  of TV & Home Video/DVD        Z-Force                     100%
  Sales,  Merchandise
  Licensing and Distribution

  TOTAL Z-FORCE $ ALLOCATION                                         $1,700,000

US Television                   Nine Dog Christmas          100%
  Distribution Rights           Nine Dog Night of Fright    100%

Gross Revenue
  Merchandise Licensing         Nine Dog Christmas            5%
                                Nine Dog Night of Fright      5%
Gross Revenue
  Home Video/DVD Sales          Nine Dog Christmas            2%
                                Nine Dog Night of Fright      3%
Profit Participation
  Ownership                     Nine Dog Christmas            3%
Profit Participation
  Ownership                     Nine Dog Night of Fright     12%

  TOTAL NINE DOG $ ALLOCATION                                           300,000
                                                                      ---------

Total                                                                $2,000,000
                                                                      =========

                                      -17-
<PAGE>


         Further, the Board agreed to place the equity shares (and warrants,  if
any) in escrow subject to completion of definitive  agreements and the Company's
due diligence,  which is expected in to be completed  during January,  2004. The
parties agreed to obtain an appropriate valuation review,  fairness opinions and
other sufficient  documentation of the Company's  interest in these  properties.
The parties  also agree to get counter  party  confirmation  of the  assignment,
assignment  percentages  and  distribution  agreements and rights  including any
disclosure  of conflicts of  interests,  as required by the  Company's  by-laws,
Federal  Securities laws, as well as California and Delaware law.  Additionally,
Mr.  Keefe  represented  that these  interests  he is  assigning  to the Company
pursuant to the agreement represent his entire interest in these properties.

         The Company has not yet recorded any revenues.  The properties that the
Company  develops  and  targets for  distribution  and  licensing  are chosen to
provide the  greatest  probability  for  success  across  multi-platform  market
categories. These market sectors include the following:

Television (pay, free, cable & satellite)    School Supplies
Home Video/DVD                               Educational Licensing
Merchandise Licensing                        Music & Book Publishing
Toys & Video Games                           Direct Marketing (to retail chains
Apparel                                      & through catalogues)
Theme Park Licensing                         Internet Applications
Fast Food Promotions                         Gifts & Novelties

         The Company plans to generate its revenues from its existing and future
retainer  and  management  fees,  performance  incentives,  sales and  marketing
commissions  and   equity-based   annuities/property   ownership   positions  in
successful  kid's and family  entertainment  properties.  As the Company reaches
critical  mass in its  property  and  project  ownership  and  management  base,
revenues   can  multiply  as  equity   positions   increase   significantly   at
substantially  lower risk levels.  This is a key component of the business model
and an  important  valuation  driver for the Company as it grows.  By building a
diverse  library of  properties  and  projects  the Company  minimizes  the risk
associated  with any one particular  property or project , while  maximizing the
commercial exploitation of its entertainment property portfolio.


                                      -18-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  working  capital at December  31, 2003 was a deficit of
$493,977.  Since the reorganization,  the Company has funded its operations from
the issuance of common stock and loans from  officers and certain  shareholders.
The Company has incurred  operating  losses totaling  $13,954,672 from inception
April 1, 1998 through December 31, 2003. 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 properties and projects, and
(3)      successfully implement its plans to market the properties and projects.

         The Company  believes  that it will be able to complete  the  necessary
steps in order to meet its cash flow  requirements  throughout  fiscal  2004 and
continue its development and  commercialization  efforts.  Management's plans in
this regard include, but are not limited to, the following:

     (1)  The  Company  presently  has  ongoing  negotiations  with a number  of
          financing  alternatives,  including obtaining working capital from the
          proceeds of  convertible  bridge notes and private  placements  of the
          Company's equity including its common stock and warrants.  The Company
          also  plans to settle  prior  obligations  with  equity  and  extended
          payment  terms.  The  Company  believes  that any of the  above,  or a
          combination thereof, will be successfully closed in an orderly fashion
          and provide the  necessary  working  capital,  to maintain the current
          visibility and development of its show properties, until such time the
          Company  can obtain  cash flow from  revenues  and  ultimately  attain
          profitable operations.

     (2)  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:

          (A) On June 15, 2003 appointed Peter Keefe as the Company's President.
          Management   believes  Mr.   Keefe's   network  of  global   contacts,
          associations   and   affiliations   in  the   children's   and  family
          entertainment and licensing industries will connect the Company with a
          uniquely  broad,  and  extremely  valuable,  base of exciting  revenue
          generating marketing opportunities. On December31, 2003, the Company's
          Board of  Directors  approved  an  agreement  with  Peter  Keefe,  the
          Company's  president,  pursuant to a deal memorandum dated December 1,
          2003,  which is  intended  to be binding  and  subject  to  definitive
          agreements whereby in exchange for the  issuance of  10,000,000
          restricted  shares of the  Company's  common  stock (or an  equivalent
          value of both common stock and  warrants to purchase  shares of common
          stock-based  upon the  Company's  share  price as of December 1, 2003;
          which was  $.20,  or the  equivalent  at the  time,  of  approximately
          $2,000,000,)  the Company will acquire  rights to certain  properties,
          including  direct  profit  participation,  merchandise  licensing  and
          distribution and the US television  distribution  rights in connection
          with the Nine Dog  Christmas,  Nine Dog  Night of Fright  and  Z-Force
          animated show properties.

                                      -19-
<PAGE>




          (B) The Company has  established  a platform to launch its  properties
          and  products  in the  global  television  and  merchandise  licensing
          marketplace.   The  Company  is  currently   marketing  the  Nine  Dog
          Christmas, Nine Dog Night of Fright and Z-Force animated entertainment
          properties and is in negotiations to secure further, future properties
          that it calculates have a high potential for success. The Company also
          has  valuable  and  unique   relationships  with  leading  production,
          distribution and licensing groups in the global entertainment  market.
          The  Company  has  built  working   alliances  with  several   outside
          production  studios and talent  pools and the  Company has  identified
          several projects it plans to implement on a property by property basis
          during fiscal 2004 and beyond.

         Management  believes that actions presently being taken to complete the
Company's  development  stage through the successful  production,  licensing and
distribution of children's and family  entertainment  properties will ultimately
generate sufficient revenue to support its operations.  However, there can be no
assurance that Earthworks Entertainment,  Inc. 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.

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.

ITEM 3. CONTROLS AND PROCEDURES

         Under  the  supervision  and  with  the   participation  of  management
including  the Chief  Executive  Officer and Chief  Financial  Officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14c and of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer  and Chief  Financial  Officer  have  concluded  that  these  disclosure
controls and  procedures  are  effective.  There were no changes in our internal
control over financial reporting during the quarter ended December 31, 2003 that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal controls over financial reporting.


                                      -20-
<PAGE>




PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

         In December 2002, a former vendor filed a complaint against the Company
and its former president in the Circuit Court of the Fifteenth  Judicial Circuit
in Palm Beach County seeking  reimbursement of unpaid storage fees due on office
furniture  and  equipment  held on behalf of the  Company.  The Company  filed a
counter  complaint  seeking damages for the  unauthorized  release of the office
furniture and equipment to a former employee and to a vendor.

         In July 2003,  the suit was settled in favor of the Company,  resulting
in a cash payment of $12,500 to the Company as well as the settlement of $13,500
of accounts  payable due to the former employee and $17,126 of accounts  payable
due to a vendor.

         In September 2003, the Company was advised that a default  judgement in
the  amount of $32,000  (plus  accrued  interest  and legal  fees) was  recorded
against the  Company in  connection  with a note  payable  executed in 1999.  In
December 2003,  the Company  reached a tentative  settlement  agreement with the
note obligor,  whereby it issued  200,000 shares of its Common Stock in exchange
for a full release of the judgement

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.

         Exhibit 31.1a 31.2  32.1 32.2 - Officer Certifications

           No reports on Form 8-K


                                      -21-
<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.

                                  Earthworks Entertainment, Inc.


Dated: February 5, 2004

                               By: /s/ PETER KEEFE
                                   ---------------------
                                   Peter Keefe

         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/ PETER KEEFE                 CEO, President            February 5, 2004
    -------------------------
        Peter Keefe

By: /s/ WILLIAM H. CAMPBELL         Acting Chief Financial
    --------------------------      Officer, Corporate
        William H. Campbell         Secretary, Director       February 5, 2004

By: /s/ GARY GOODELL                Director                  February 5, 2004
    -------------------------
        Gary Goodell


                                      -22-