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 JUNE 30, 2004

                          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 July 29, 2004, is 62,597,738  shares all of one class of $.08
par value which is $.0015 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

        Consolidated Balance Sheet-June 30, 2004.............................1

        Consolidated Statements of Operations-Three Months
           Ended June 30, 2004...............................................2

        Consolidated Statements of Operations-Nine Months
           Ended June 30, 2004...............................................3

        Consolidated Statement of Cash Flows-Nine Months
           Ended June 30, 2004...............................................4

        Notes to the Consolidated Financial Statements.......................5

        Management's Discussion and Analysis of Financial
           Conditions and Results of Operations.............................14

PART II OTHER INFORMATION

Item 1. Legal Proceedings...................................................19

Item 2. Changes in Securities...............................................19

Item 3. Defaults Upon Senior Securities.....................................19

Item 4. Submission of Matters to a Vote of Security Holders.................19

Item 5. Other Information...................................................19

Item 6. Exhibits on Reports on Form 8-K.....................................19

        Signature Page......................................................20



<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

      ASSETS

Current Assets:
  Cash and equivalents                                             $    318,587
                                                                   ------------

      Total Current Assets                                              318,587


Property and equipment, net of accumulated
  depreciation of $50,015                                                40,697

Other Assets:
  Other assets                                                           64,540
  Intangible assets, net of accumulated amortization
    of $90,481                                                        2,000,000
                                                                   ------------

      Total Other Assets                                              2,064,540
                                                                   ------------

      Total Assets                                                    2,423,824
                                                                   ============

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                 376,366
  Convertible promissory notes                                          800,000
  Other current liabilities                                             167,750
                                                                   ------------

      Total Current Liabilities                                       1,344,116
                                                                   ------------

Other Liabilities                                                        72,375
                                                                   ------------

Bridge loans expected to convert to equity                              159,000
                                                                   ------------
Stockholders' Equity:
  Common stock, par value $.0015 per share; authorized
    100,000,000 shares, 62,597,738 issued and outstanding
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                   93,897
  Additional paid in capital                                         15,395,614
  Deficit accumulated during development stage                      (14,641,178)
                                                                   ------------

      Total Stockholders' Equity                                        848,333
                                                                   ------------

      Total Liabilities and Stockholders' Equity                   $  2,423,824
                                                                   ============

                See notes to the consolidated financial statements.



                                      -1-
<PAGE>
<TABLE>
<CAPTION>


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

                                                                             FROM APRIL 1,
                                                                                  1998
                                                                               (DATE OF
                                                         FOR THE               INCEPTION)
                                                    THREE MONTHS ENDED             TO
                                                        JUNE 30,                JUNE 30,
                                                  2003             2004            2004
                                               ------------    -----------     ------------
<S>                                            <C>             <C>             <C>
Gross Earnings                                 $         --    $         --    $         --
                                               ------------    ------------    ------------

Costs and Expenses:
 Development, production and distribution
  including non-stock related charges
  of $5,880, $0 and $916,056, respectively            5,880          50,594       2,453,106
 General and administrative including
  non-cash charges of $210,000, $0
  and $2,855,072                                    269,637         288,926      10,824,008
 Depreciation and amortization                        7,599           2,025         138,997
                                               ------------    ------------    ------------

      Total Costs and Expenses                      283,116         341,545      13,416,111
                                               ------------    ------------    ------------

Loss from operations before other expenses
  and provisions for income taxes                  (283,116)       (341,545)    (13,416,111)
                                               ------------    ------------    ------------

Other Operating Income (Expense):
  Interest income                                        --             297           1,963
  Settlement income (expense)                       (92,500)        (15,459)        953,306
  Interest expense (net)                             (2,500)        (13,793)       (129,620)
  Equity in earnings of unconsolidated
    subsidiary                                           --              --          96,774
  Loss from termination of interest in
    unconsolidated subsidiary                            --              --      (1,985,901)
  Impairment loss                                  (112,000)             --        (161,589)
                                               ------------    ------------    ------------

      Total Other Operating Income (Expense)       (207,000)        (28,955)     (1,225,067)

Operating loss before income taxes                 (490,116)       (370,500)    (14,641,178)

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

      Net loss                                 $   (490,116)   $   (370,500)   $(14,641,178)
                                               ============    ============    ============


Loss per common share, basic and diluted       $       (.01)   $      (.006)
                                               ============    ============

Weighted average common shares outstanding,
  basic and diluted                              39,510,001      62,518,617
                                               ============    ============

</TABLE>
              See notes to the consolidated financial statements.


                                      -2-
<PAGE>
<TABLE>
<CAPTION>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                                                                               FROM APRIL 1,
                                                                                   1998
                                                                                (DATE OF
                                                        FOR THE                 INCEPTION)
                                                    NINE MONTHS ENDED               TO
                                                         JUNE 30,                JUNE 30,
                                                   2003             2004           2004
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Gross Earnings                                 $         --    $         --    $         --
                                               ------------    ------------    ------------

Costs and Expenses:
 Development, production and distribution
  including non-stock related charges
  of $53,640 $0 and $916,056, respectively           53,640          50,594       2,453,106
 General and administrative including
  non-cash charges of $302,000, $307,000
  and $2,855,072                                    558,797         794,759      10,824,008
 Depreciation and amortization                       28,897          10,599         138,997
                                               ------------    ------------    ------------

      Total Costs and Expenses                      641,334         855,952      13,416,111
                                               ------------    ------------    ------------

Loss from operations before other expenses
  and provisions for income taxes                  (641,334)       (855,952)    (13,416,111)
                                               ------------    ------------    ------------

Other Operating Income (Expense):
  Interest income                                        --             297           1,963
  Settlement income (expense)                       (92,500)        (65,323)        953,306
  Interest expense (net)                             (9,000)        (18,794)       (129,620)
  Equity in earnings of unconsolidated
    subsidiary-                                          --              --          96,774
  Loss from termination of interest in
    unconsolidated subsidiary                            --              --      (1,985,901)
  Impairment loss                                  (112,000)             --        (161,589)
                                               ------------    ------------    ------------

      Total Other Operating Income (Expense)       (213,500)        (83,820)     (1,225,067)

Operating (loss) before income taxes               (854,834)       (939,772)    (14,641,178)

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

      Net loss                                 $   (854,834)   $   (939,772)   $(14,641,178)
                                               ============    ============    ============


Loss per common share, basic and diluted       $       (.02)   $      (.017)
                                               ============    ============


Weighted average common shares outstanding,
  basic and diluted diluted                      34,208,279      54,293,395
                                               ============    ============
</TABLE>

              See notes to the consolidated financial statements.

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


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                 FROM APRIL 1,
                                                                                     1998
                                                                                   (DATE OF
                                                             FOR THE               INCEPTION)
                                                        NINE MONTHS ENDED              TO
                                                              JUNE 30,              JUNE 30,
                                                       2003           2004             2004
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Cash flows from operating activities:
Net Loss                                          $   (854,834)   $   (939,772)   $(14,641,178)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                         28,897          10,599         138,997
  Interest expense paid with equity                         --              --          17,500
  Loan fees                                                 --              --          25,000
  Stock based compensation and expenses
   paid by stock                                       583,900         342,002       8,641,237
  Equity in earnings of unconsolidated
   subsidiary                                               --              --         (96,774)
  Settlement income relating to stock                       --          27,400      (1,366,369)
  Loss on termination of interest in
   unconsolidated subsidiary                                --              --       1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets            110,146         (55,016)        537,937
  Other liabilities                                     18,500        (202,025)        247,727
  Accounts payable and accrued expenses                 26,000          73,003         821,245
  Cash overdraft                                         2,387              --              --
                                                  ------------    ------------    ------------

      Net cash used in operating activities            (85,004)       (743,809)     (3,688,769)
                                                  ------------    ------------    ------------

Cash flows from investing activities:
 Investment in intangible assets                            --              --         (90,481)
 Investment in property and equipment                       --          (1,150)        (68,528)
 Advance on production rights                               --              --        (337,500)
 Investment in MPI                                          --              --      (1,850,000)
                                                  ------------    ------------    ------------

      Net cash used in investing activities                 --          (1,150)     (2,346,509)
                                                  ------------    ------------    ------------

Cash flows from financing activities:
  Net proceeds from issuance of common stock            25,000         179,730       4,803,911
  Proceeds from loans                                   60,000         800,000       1,450,213
  Advances from officers and stockholders                   --              --         400,954
  Repayment of loans                                        --          (2,500)       (301,213)
                                                  ------------    ------------    ------------

      Net cash provided by financing activities         85,000         977,230       6,353,865
                                                  ------------    ------------    ------------

Net increase (decrease)in cash and cash                     (4)        232,271         318,587
  equivalents

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

Cash and cash equivalents, End of Period          $         --    $    318,587    $    318,587
                                                  ============    ============    ============
</TABLE>
              See notes to the consolidated financial statements.

                                      -4-
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

A.   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LOSSES SINCE REORGANIZATION:

     The Company's working capital at June 30, 2004 was a deficit of $1,025,529.
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  $14,641,178 from inception April
1, 1998  through  June 30, 2004.  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  regarding  financing
          alternatives.  The Company also plans to settle any prior  obligations
          with equity and extended payment terms.  During the quarter ended June
          30, 2004,  the Company  received  $800,000 in bridge  financing,  from
          private  investors,  which will be primarily used for the expansion of
          the Company's  entertainment  property holdings.  The Company will now
          focus  on the  next  phase of its  financing  initiative,  which is to
          further fund the production of its existing entertainment properties.

     (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' 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 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 was  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) to acquire the rights
               to certain  entertainment  properties.  On January 20, 2004,  the
               Company  executed a definitive  agreement and acquired the rights
               to certain  properties,  including  direct profit  participation,
               sales and marketing rights,  merchandise  licensing rights,  home
               video   distribution  and  television   distribution   rights  in
               connection   with  the  Nine  Dog  and  Z-Force   animated   show
               properties.

          (B)  The Company has  established a platform to launch its  properties
               and  products  in  the  global  television,  home  video/DVD  and
               merchandise  licensing  marketplace.

                                      -5-
<PAGE>
                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

               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 nine month period ended June 30, 2004
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.

     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.


                                      -6-
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

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
canceled 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 June 30, 2004 includes
the  accounts of the  Company  and its wholly  owned  subsidiary,  Media  Vision
Properties Inc., which commenced operations on April 1, 1998.

     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.

                                      -7-
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (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 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.

                                    -8-
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

     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.

     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.


                                      -9-
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS:

                                         FOR THE NINE MONTHS ENDED
                                                 JUNE 30,
                                            2003           2004
                                         ----------     ----------

Interest Paid                            $    0         $    0

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                                  FOR THE
                                                              NINE MONTHS ENDED
                                                                 JUNE 30,
                                                            2003          2004

Grants of warrants to purchase up to 1,400,000 shares,
 of the Company's common stock, in connection with the
 execution of a program production agreement             $  235,000   $       --
                                                         ==========   ==========

Issuance of 3,810,000 and 625,000 shares of
 common stock for services                               $   85,500   $  107,000
                                                         ==========   ==========

Issuance of 3,400,000 and 200,000 shares of common
 stock for repayment of a defaulted note
 payable and accrued interest                            $  144,000   $   40,334
                                                         ==========   ==========

Issuance of 6,800,000 shares of common stock
 for officers as compensation                            $  152,000   $       --
                                                         ==========   ==========

Issuance of 750,000 shares of common stock to an
 investor as reparation                                  $   15,000   $       --
                                                         ==========   ==========

Issuance of 500,000 shares of common stock to two
 officers to settle unpaid expenses and compensation
 due from a prior settlement                             $       --   $  103,196
                                                         ==========   ==========

Issuance of 10,000,000 shares of common stock to
 Company president for acquisition of rights to
 certain entertainment properties                        $       --   $2,000,000
                                                         ==========   ==========

Issuance of 150,000 and 300,000 shares of common stock
  to investors to convert bridge notes and accrued
  interest                                               $    5,000   $   75,000
                                                         ==========   ==========

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 $13,572 and $0 for the nine months ended June 30,
2003 and 2004, respectively.

                                      -10-
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)


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 for each optional renewal, potentially 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  remained due to Spartan for unpaid  license  rights  fees.  During the
period  ended June 30,  2004,  the Company  settled the  remaining  balance with
Spartan.

     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,  vesting 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, vesting 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.

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.


                                      -11-
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)

     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 was 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.  On January 20,  2004,  the Company  executed a  definitive
agreement and acquired the rights to certain properties, including direct profit
participation,  sales and marketing rights,  merchandise  licensing rights, home
video  distribution  and television  distribution  rights in connection with the
Nine  Dog  and  Z-Force  animated  show  properties.  In  connection  with  this
agreement,  during  the  quarter  ended  March  31,  2004,  the  Company  issued
10,000,000 shares of its common stock to Mr. Keefe.

     During the quarter ended March 31, 2004,  the Company issued 850,000 shares
of its common stock in private placements to various investors, netting proceeds
of $70,000 in cash to the Company.

     During the quarter ended March 31, 2004,  the Company issued 600,000 shares
of its common stock, valued at $102,000 for consulting  services.  Additionally,
the Company issued  100,000  shares in connection  with the exercise of warrants
secured by a note, valued at $10,000.

     During the quarter ended June 30, 2004,  the Company  issued 300,000 shares
of its common  stock,  valued at $75,000 to convert a bridge  note  payable  and
accrued interest.  Additionally,  the Company issued 60,000 shares of its common
stock in connection with the exercise of warrants  secured by a note,  valued at
$9,000.

     On July 31,  2004,  subsequent  to the  quarter  ended June 30,  2004,  the
company issued 750,000 shares of its common stock valued at $142,500 to settle a
bridge note and accrued interest.

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.

                                      -12-
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004
                                   (UNAUDITED)


     In  September,  2001,  the  Company  issued  $45,000  of  bridge  notes  to
investors,  due to mature  the  earlier of one year from the date of note or the
closing  of an  equity  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  equity  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 quarter  ended June 30,  2004,  the Company  issued  $800,000 of
bridge notes to investors,  due to mature in one year from the date of note. The
notes are  convertible  into shares of the  Company's  common  stock at $.08 per
share.  The Company plans to re-pay theses notes from  revenues  anticipated  to
commence during the fourth quarter from projects  currently  under  development.
These  notes  bear  interest  at 10% and the  note  holders  received  1,666,667
warrants to purchase one share of the Company's common stock at $.15 per share.

     During the nine months ended June 30, 2004 the Company  accrued  $18,794 of
interest on these notes.


                                      -13-
<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 JUNE 30, 2004 VS. THREE MONTHS ENDED JUNE 30, 2003

     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
$370,500  for the three  months  ended June 30,  2004 as  compared  to a loss of
$490,116 for the period June 30, 2003.  This  represents a loss per common share
of $(.006) for the three months ended June 30, 2004 on basic and diluted  shares
outstanding  of  62,518,617  as compared to a loss per common share of $(.01) on
basic and diluted shares outstanding of 39,510,001 for the period June 30, 2003.
The Company anticipates some revenue will be generated during the fourth quarter
of  calendar  year 2004 from its  production  activities,  and in early  2005 as
projects currently in production are introduced into the marketplace.

     Production  expenses  were $50,594 for the three months ended June 30, 2004
compared to $5,880 for the three  months  ended June 30,  2003.  These  included
non-cash  charges  for  production  services  paid with  equity of $0 in 2004 as
compared to $5,880 in 2003. The increase in production  costs is attributable to
the fact that the Company commenced development of three episodes of its Z-Force
property.  The  Company  anticipates  that  production  expenses  will  increase
considerably  during the fourth  quarter of fiscal 2004 and the first quarter of
fiscal 2005 period to enable it to further  develop its existing  properties and
to develop future properties.

     General  and  administrative  expenses  increased  to $288,926 in the three
months  ended June 30, 2004 from  $269,637  for the three  months ended June 30,
2003.  The  increase  in these costs  relates to an  increase  in other  general
corporate overhead,  such as legal expenses and professional fees. This increase
in legal and  professional  expenses can be  attributed  to costs related to the
bridge financing obtained during the quarter.

     Other operating expenses totaled $28,955 in the three months ended June 30,
2004 as compared to  $207,000  for the three  months  ended June 30,  2003.  The
Company  recorded an impairment  loss of $112,000  during the three months ended
June 30, 2003 compared to $0 during the same period in 2004.  Additionally,  the
decrease  in other  operating  expenses  can be  attributed  to a  reduction  in
settlement  expenses,  which declined to $15,459 for the three months ended June
30, 2004 from $92,500 during the same period in 2003. Interest expense increased
to $13,793  for the three  months  ended June 30, 2004 from $2,500 for the three
months ended June 30, 2003. This increase in interest  expense can be attributed
to the $800,000 in bridge notes obtained during the quarter.


                                      -14-
<PAGE>

       NINE MONTHS ENDED JUNE 30, 2004 VS. NINE MONTHS ENDED JUNE 30, 2003

     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
$939,772  for the nine  months  ended  June 30,  2004 as  compared  to a loss of
$854,834 for the period June 30, 2003.  This  represents a loss per common share
of $(.017) for the nine months  ended June 30, 2004 on basic and diluted  shares
outstanding  of  54,293,395  as compared to a loss per common share of $(.02) on
basic and diluted shares outstanding of 34,208,279 for the period June 30, 2003.
The Company anticipates some revenue will be generated during the fourth quarter
of  calendar  year 2004 from its  production  activities,  and in early  2005 as
projects currently in production are introduced into the marketplace.

     Production  expenses  were  $50,594 for the nine months ended June 30, 2004
compared to $53,640  for the nine months  ended June 30,  2003.  These  included
non-cash  charges  for  production  services  paid with  equity of $0 in 2004 as
compared to $53,640 in 2003.  Although production costs declined slightly during
the nine months  ended June 30,  2004 when  compared to the same period in 2003,
the Company  currently has more projects under than it had during this period in
2003. The Company has three  episodes of its Z-Force  property in production and
expects them to be completed in the near future.  The Company  anticipates  that
production  expenses will  increase  considerably  during the fourth  quarter of
fiscal 2004 and the first  quarter of fiscal 2005 period to enable it to further
develop its existing properties and to develop future properties.

     General  and  administrative  expenses  increased  to  $794,759 in the nine
months  ended June 30, 2004 from  $558,797  for the nine  months  ended June 30,
2003.  The increase in these costs  relates to an increase in accrued  executive
compensation and other general corporate overhead, such as promotion, marketing,
legal and office expenses.  Compensation to executives for the nine months ended
June 30, 2003 was $202,000  compared to $262,600 during the same period in 2004,
which includes accrued executive  compensation  charges of $134,884 for the nine
month period ended June 30, 2004 and $0 for the nine month period ended June 30,
2003. Other general corporate  overhead  expenses  increased to $532,159 for the
nine months ended June 30, 2004 from $356,797 for the same period in 2003.  This
increase in other  general  corporate  overhead can be  attributed to promotion,
marketing and legal expenses  related to the  acquisition  of sales,  marketing,
distribution and licensing rights, the Company name/symbol change and commencing
the implementation of its revised operational strategy

     Other operating  expenses totaled $83,820 in the nine months ended June 30,
2004 as compared  to  $213,500  for the nine  months  ended June 30,  2003.  The
Company  recorded an  impairment  loss of $112,000  during the nine months ended
June 30, 2003 compared to $0 during the same period in 2004.  Additionally,  the
decrease  in other  operating  expenses  can be  attributed  to a  reduction  in
settlement  expenses,  which  declined to $65,323 for the nine months ended June
30, 2004 from $92,500 during the same period in 2003.

     Interest  expense  was $9,000 for the nine  months  ended June 30, 2003 and
$18,794  for the nine  months  ended June 30,  2004.  This  increase in interest
expense can be  attributed to the $800,000 in bridge notes  obtained  during the
quarter ended June 30, 2004.

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 is expected to 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.

                                      -15-
<PAGE>


     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.

     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 was  intended  to be binding and subject to  definitive
agreements. Effective April 26, 2004, in exchange for the issuance of 10,000,000
restricted shares of the Company's common stock valued at $2,000,000,  Mr. Keefe
executed  an  agreement  whereby  the  Company  has  acquired  rights to certain
properties which are allocated as follows:

Rights Acquired                              Property Name         $ Allocation

Profit Participation Ownership                  Z-Force                 45%

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

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

Gross Royalty Revenue from all World Wide
  Merchandise Licensing Activities              Nine Dog Property       10%

Gross Royalty Revenue from any Toy &
  Licensing Deals negotiated by Earthworks      Nine Dog Property       25%

Gross Royalty Revenue World Wide
  Home Video/DVD Sales                          Nine Dog Property       10%

 TOTAL NINE DOG $ ALLOCATION                    300,000

Total                                           $2,000,000


     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


                                      -16-
<PAGE>

     The Company  plans to generate  its  revenues  from its existing and future
retainer and management fees,  performance  incentives,  production  activities,
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.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's working capital at June 30, 2004 was a deficit of $1,025,529.
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  $14,641,178 from inception April
1, 1998  through  June 30, 2004.  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 any
prior  obligations  with equity and extended  payment terms.  During the quarter
ended June  30,2004 the  company,  secured  $800,000 in bridge  financing,  from
private  investors,  which  will be  primarily  used  for the  expansion  of the
Company's  entertainment property holdings and to settle prior obligations.  The
Company will now focus on the next phase of its financing  initiative,  which is
to further fund the production of its existing entertainment properties.

      (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 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 was  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)  to
               acquire  the  rights  to  certain  entertainment  properties.  On
               January 20, 2004, the Company executed a definitive agreement and
               acquired  the  rights to  certain  properties,  including  direct
               profit  participation,  sales and marketing  rights,  merchandise
               licensing   rights,   home  video   distribution  and  television
               distribution  rights in connection  with the Nine Dog and Z-Force
               animated show properties.

                                      -17-
<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 June 30, 2004 that have materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.


                                      -18-
<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 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


                                      -19-
<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: August 11, 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             August 11, 2004
    ------------------------
     Peter Keefe

By: /s/ WILLIAM H. CAMPBELL     Acting Chief Financial
    ------------------------
     William H. Campbell         Officer, Corporate
                                 Secretary, Director       August 11, 2004

By: /s/ GARY GOODELL            Director                   August 11, 2004
    -----------------------
     Gary Goodell


                                      -20-