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


                                   FORM 1O-QSB

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

For the Quarter ended March 31, 2000              Commission File No. 133-16736


             eContent, Inc. (formerly Media Vision Productions, Inc.
                     (formerly Gulfstar, Industries, Inc.)
             (Exact name of registrant as specified in its charter)


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


105 S. Narcissus Ave. #701, West Palm Beach, FL                33401
 (Address of principal executive offices)                   (Zip Code)

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

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    |X|             No |_|


The number of shares outstanding of each of the registrant's classes of common
stock as of March 31, 2000 is 12,999,709 shares all of one class of $.08 par
value common stock and no shares of convertible preferred stock with a $10.00
par value.


<PAGE>

                                eCONTENT, INC.
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)



                                      INDEX
                                      -----

                                                                            PAGE

PART I      FINANCIAL INFORMATION

            Consolidated Balance Sheet - March 31, 2000                        1

            Consolidated Statements of Operations - Three
             Months Ended March 31, 2000                                       2

            Consolidated Statements of Operations - Six
              Months Ended March 31, 2000                                      3

            Consolidated Statement of Cash Flows - Six Months
              Ended March 31, 2000                                             4

            Notes to the Consolidated Financial Statements                   5-8

            Management's Discussion and Analysis of financial
              conditions and results of operations                          9-12

PART II     OTHER INFORMATION

            Item 1. Legal Proceedings                                         13

            Item 2. Changes in Securities                                     13

            Item 3. Defaults Upon Senior Securities                           13

            Item 4. Submission of Matters to a Vote of                        13
                         Security Holders

            Item 5. Other Information                                         13

            Item 6. Exhibits on Reports on Form 8-K                           13

 Signature Page                                                               14


<PAGE>

                                 eCONTENT, INC.
                           A DEVELOPMENT STAGE COMPANY
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2000
                                   (Unaudited)

       Assets

Current Assets
   Cash                                                             $    15,708
                                                                    -----------
       Total Current Assets                                              15,708
                                                                    -----------
Advance on production rights                                            375,000
                                                                    -----------
Property and equipment, net of $5,551 accumulated
   depreciation                                                          16,633
                                                                    -----------
Other Assets
  Organization costs, net of accumulated amortization
   of $22,620                                                            67,861
  Deposits                                                               14,200
  Deferred offering costs                                                 4,975
  Deposit on acquisition                                              4,150,000
                                                                    -----------
       Total Other Assets                                             4,237,026
                                                                    -----------
       Total Assets                                                   4,644,377
                                                                    ===========
       Liabilities and Stockholders' Deficit

Current Liabilities
   Accounts payable and accrued expenses                                459,042
   Accrued settlement                                                   182,600
   Due to officers'                                                      39,235
   Due to stockholder                                                    15,000
                                                                    -----------
       Total Current Liabilities                                        695,877

Stockholders' Deficit
   Common stock, par value $.08 per share; authorized
     50,000,000 shares, 12,999,709 issued and outstanding             1,039,977
   Convertible preferred stock, authorized 1,000,000
     shares, par value $10.00; no shares issued
     and outstanding                                                       --
   Additional paid in capital                                         9,548,519
   Deficit accumulated during development stage                      (6,457,396)
   Treasury stock, 200,000 shares at settlement value                  (182,600)
                                                                    -----------
       Total Stockholders' Deficit                                    3,948,500
                                                                    -----------
       Total Liabilities and Stockholders' Deficit                  $ 4,644,377
                                                                    ===========


See notes to the consolidated financial statements.                          1
<PAGE>

                                 eCONTENT, INC.
                           A DEVELOPMENT STAGE COMPANY
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                                        From
                                                                       April 1,
                                                                        1998
                                             For the                 (Date of
                                        Three Months Ended           Inception)
                                             March 31,                   to
                                     ---------------------------      March 31,
                                          1999           2000           2000
                                     ------------   ------------   ------------
Total Revenues                       $       --     $       --     $       --
                                     ------------   ------------   ------------
Costs and Expenses
   Research and development                38,888         12,294         60,705
   Syndication and production costs        38,500           --          452,250
   General and administrative             215,552        758,599      1,886,235
   Depreciation and amortization            4,433          3,415         25,953
   Stock based compensation                  --          595,937      3,999,917
                                     ------------   ------------   ------------
       Total Costs and Expenses           297,373      1,370,245      6,425,060
                                     ------------   ------------   ------------
       Net Loss From Operations          (297,373)     (1,37,245)    (6,425,060)
                                     ------------   ------------   ------------
Other Income (Expense)
   Settlement expense                        --             --          (14,556)
   Interest expense                          --             --          (17,780)
                                     ------------   ------------   ------------
       Total Other Expense                   --             --          (32,336)
                                     ------------   ------------   ------------
       Net Loss                      $   (297,373)  $ (1,370,245)  $ (6,457,396)
                                     ============   ============   ============
Loss per common share, basic
  and diluted                        $      (.057)  $      (.117)
                                     ============   ============
Weighted average common shares
   outstanding, basic and diluted       5,203,878     11,680,403
                                     ============   ============


See notes to the consolidated financial statements                           2
<PAGE>

                                 eCONTENT, INC.
                           A DEVELOPMENT STAGE COMPANY
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                                       From
                                                                      April 1,
                                                                       1998
                                                                     (Date of
                                               For the               Inception)
                                            Six Months Ended            to
                                               March 31,             March 31,
                                        1999            2000           2000
                                   ------------    ------------    ------------
Total Revenues                     $       --      $       --      $       --
                                   ------------    ------------    ------------
Costs and Expenses
   Research and development              38,888          16,818          60,705
   Syndication and production            83,500         368,750         452,250
   General and administrative           438,460       1,018,257       1,886,235
   Depreciation and amortization          6,695           9,048          25,953
   Stock based compensation                --           956,250       3,994,917
                                   ------------    ------------    ------------
       Total Costs and Expenses         567,543       2,369,123       6,425,060
                                   ------------    ------------    ------------
       Net Loss From Operations        (567,543)     (2,369,123)     (6,425,060)
                                   ------------    ------------    ------------
Other Income (Expense):
   Settlement expense                      --            (4,000)        (14,556)
   Interest expense                        --              (280)        (17,780)
                                   ------------    ------------    ------------
       Total Other Expense                 --            (4,280)        (32,336)
                                   ------------    ------------    ------------
       Net Loss                    $   (567,543)   $ (2,373,403)   $ (6,457,396)
                                   ------------    ------------    ------------
Loss per common share, basis
   and diluted                     $      (.109)   $      (.216)
                                   ------------    ------------
Weighted average common shares
   outstanding, basic and diluted     5,199,712      11,003,801
                                   ------------    ------------


See notes to the consolidated financial statements.                          3
<PAGE>
                                 eCONTENT, INC.
                         A DEVELOPMENT STAGE COMPANY
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          From
                                                                                     April 1, 1998
                                                                                         (Date of
                                                                  For the               Inception)
                                                             Six Months Ended              to
                                                                  March 31,             March 31
                                                              1999          2000          1999
                                                           -----------   -----------   -----------
<S>                                                        <C>            <C>           <C>
Operating Activities:
   Cash Flows From Operating Activities:
   Net Loss                                                $  (567,543)   (2,373,403)   (6,457,396)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
       Depreciation and amortization                             6,695         9,048        25,953
       Interest expense                                             --            --        17,500
       Loan fees                                                    --            --        25,000
       Non-cash Warrant, Stock based
       compensation and expenses paid by  stock                     --     1,685,313     4,728,980
     Changes in assets and liabilities:
      Accounts payable and accrued
         expenses                                               50,971       379,677       459,042
       Deferred offering costs                                      --        (4,975)       (4,975)
       Deposits                                                 (3,500)      (10,000)      (14,200)
                                                           -----------   -----------   -----------

       Net Cash Used In Operating
          Activities                                          (513,377)     (313,980)   (1,219,736)
                                                           -----------   -----------   -----------

Cash Flows From Investing Activities:
   Purchase of fixed assets                                    (21,714)           --       (22,184)
   Payment of reorganization expenses                          (86,131)           --       (90,481)
   Advance to potential affiliate                              (53,892)           --            --
   Advance on production rights                                     --            --      (375,000)
                                                           -----------   -----------   -----------

       Net Cash Used In Investing
         Activities                                           (161,737)           --      (487,665)
                                                           -----------   -----------   -----------

Cash Flows From Financing Activities:
   Proceeds from the issuance of
     common stock                                              823,907            --     1,090,017
   Proceeds of loans and advances                                   --            --       298,713
   Advances from officers'                                          --       329,138       368,092
   Advance from stockholder                                         --                      15,000
   Repayment of advances on expenses                           (48,713)           --       (48,713)
                                                           -----------   -----------   -----------

       Net Cash Provided By
         Financing Activities                                  775,194       329,138     1,723,105
                                                           -----------   -----------   -----------

Net increase (decrease) in cash and
 cash equivalent                                               110,080        15,158        15,708
Cash and cash equivalents, beginning
  of period                                                         --           550            --
                                                           ===========   ===========   ===========
Cash and cash equivalents, end of
   period                                                  $   100,080   $    15,708   $    15,708
                                                           ===========   ===========   ===========
</TABLE>

See notes to the consolidated financial statements.                         4
<PAGE>

                                eCONTENT, Inc.
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)

A. BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form l0-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ended September 30, 2000.

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.

For further information, refer to the financial statements and footnotes thereto
included in the Registrant Company's annual report on form l0-KSB for the year
ended September 30, 1999.

SUPPLEMENTAL INFORMATION

                                           For the Six Months
                                                 Ended
                                                March 31,
                                             1999       2000
                                             ----       ----
           Interest Paid                     $  0       $  0
                                             ====       ====
           Income Taxes Paid                 $  0       $  0
                                             ====       ====

B. REORGANIZATION AND SUBSEQUENT RECAPITALIZATION

In July 1997, the Company filed a petition under Chapter 11 of the Bankruptcy
laws. The Company's petition was confirmed by the Bankruptcy Court on September
2, 1998 and became effective on January 4, 1999. The Plan of Reorganization and
confirmation of the same included the acceptance of the agreement and merger
plan between eContent Inc. (formerly Media Vision Productions, Inc.) (the
Company) and Media Vision Properties, Inc., whereby holders of existing voting
shares immediately before the confirmation retain less that 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.


                                                                               5
<PAGE>

                                eCONTENT, Inc.
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)

C. RESTATEMENT AND RECLASSIFICATION OF FINANCIAL STATEMENT PRESENTATION

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

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated balance sheet as of December 31, 1999 includes the
accounts of the Company and its wholly owned subsidiary, Media Vision
Properties, Inc., which commenced operations on April 1, 1998.

All significant intercompany accounts and transactions have been eliminated.

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

Certain reclassifications have been made to the 1999 financial statements to
conform with the 2000 financial statement presentation.

D. RESEARCH AND DEVELOPMENT

Research and development costs are charged to operations as incurred.

E. COMMITMENTS AND CONTINGENCIES

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

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


                                                                               6
<PAGE>

                                eCONTENT, Inc.
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)

E. COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

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

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

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

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

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


                                                                               7
<PAGE>

                                eCONTENT, Inc.
                  (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                     (FORMERLY GULFSTAR INDUSTRIES, INC.)

F. INCOME TAXES

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


                                                                               8
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2000 VS. SIX MONTHS ENDED MARCH 31, 1999

The Company has not yet recorded any revenue. The Company recorded a net loss of
$2,369,403 for the six months ended March 31, 2000 as compared to a loss in the
prior period ended March 31, 1999 of $ 567,543. This represents a loss per
common share of $(.216) for the six months ended March 31, 2000 as compared to a
loss per common share of $(.109) for the period ended March 31, 1999. Research
and development expenses were $16,818 for the six months ended March 31, 2000
compared to $38,888 in the period ending March 31, 1999, and syndication and
production costs were $368,750 in the current period vs. $83,500 for the prior
period. General and administrative expenses were $1,018,257 in fiscal 2000 vs.
$438,460 for the same period in fiscal 1999. Additionally, the Company recorded
non-cash charges of $1,325,000 for stock options and stock grants, which
represents $956,250 in stock awards to employees and consultants during the
quarter ended March 31, 2000, and $368,750 for the value of options awarded the
to the production company in which the Company has entered into an agreement to
acquire, "MPI" , and its president, issued in the quarter ended December, 1999.

PLAN OF OPERATIONS

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

On January 31, 2000 the Company agreed to acquire 42% of Littlefield, Adams &
Company "FUNW", a publicly held Company on the OTC Bulletin Board, in exchange
for the assignment of certain licenses, sublicenses and marketing efforts. The
Company also agreed on a best-efforts basis to assist Littlefield & Adams in
obtaining $1,000,000 of equity capital.


                                                                               9
<PAGE>

YEAR 2000 ISSUES

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

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

All costs associated with year 2000 compliance that have been incurred by the
Company have been expensed and have not been capitalized. The overall cost to
the Company of modifications and conversion for year 2000 compliance was not
material. The company believes it has no material year 2000 issues.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit at March 31, 2000 was $680,169.

Since the reorganization, the Company has funded its operations from the
issuance of common stock and loans. The accountant's report on the fiscal
September 30, 1999 financial statements includes a going concern qualification
based on the Company's lack of capital and losses since inception.

The Company had planned to raise between $1,875,000 and $3,000,000 through the
issuance of the Company's common stock during the quarter ending March 31, 2000
and an additional $5,000,000 to $10,000,000 during the quarter ending June 30,
2000 in private placement transactions with accredited investors that are
intended to be exempt from registration pursuant to 506 of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
of l933.Due to current market conditions thes have been delayed to the June and
September quarters, respectively. Based upon the success of the private
offerings, the Company expects to utilize a minimum of approximately $1,150,000
cash and 1,135,000 shares of common stock to close the scheduled merger and
acquisition of Media Productions International, Inc. ("MPI") in the quarter
ending March 31, 2000 and $2,800,000 to complete the "MPI" transaction in the
quarter ending June 30, 2000.

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

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

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

INFLATION

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


                                                                              10
<PAGE>

FORWARD LOOKING AND OTHER STATEMENTS

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

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

             RISK FACTORS WHICH MAY AFFECT OUR BUSINESS

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

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

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

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

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

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

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

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


                                                                              11
<PAGE>

acquire MPI or close any other integral transactions may harm our business.

OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

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

      -     our ability to produce quality programming;

      -     timing of production and broadcasting of our programs;

      -     fluctuations in consumer purchasing patterns and advertising
            spending;

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

      -     actions of our competitors;

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

      -     general economic and market conditions.

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

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

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

      -     television production companies;

      -     traditional retailers;

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

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

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

      -     The quality of our programming;

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

      -     the success of our sales and marketing efforts.


                                                                              12
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

       eContent, Inc.'s predecessor had commenced an action against its former
       president of its MBT subsidiary. On May 16, 1996 we terminated the
       President of the former PTS subsidiary. The former president of the PTS
       subsidiary has commenced an action for wrongful termination and the
       Company has defended its position and has commenced a countersuit
       alleging misrepresentation in connection with the acquisition of PTS. The
       Company filed for reorganization under Chapter 11 of the bankruptcy laws,
       which has been approved by the court and which has been deemed effective
       on January 4, 1999. The above claims against the Company have been
       dismissed as a result of the reorganization. The former president of the
       PTS subsidiary has appealed this decision and the Company's counsel has
       advised them it is unlikely he will prevail on any or all of his claims,
       however the company has reserved in treasury 200,000 shares in escrow
       valued at $182,600.

Item 2.  Changes In Securities

         NONE

Item 3.  Defaults Upon Senior Securities

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         NONE


                                                                              13
<PAGE>

                                  SIGNATURES

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

                                       eContent Inc.
                                       (Formerly Media Vision Productions, Inc.)

Dated: May 12, 2000
                                       By: /s/ John P. Sgarlat
                                       ------------------------------
                                       John P. Sgarlat, Chairman, CEO

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.


                 By: /s/ John P. Sgarlat                 May 12, 2000
                 -------------------------------
                 John P. Sgarlat, Chairman, CEO


                 By: /s/ William H. Campbell             May 12, 2000
                 -------------------------------
                 William H. Campbell, CFO


                 By: /s/ Gary A. Goodell                 May 12, 2000
                 -------------------------------
                 Gary A. Goodell, COO


                                                                              14