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

                              ---------------------

                                   FORM 1O-QSB

(MARK ONE)


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

                     FOR THE QUARTER ENDED DECEMBER 31, 2002

                          COMMISSION FILE NO. 133-16736

                              ---------------------

                                 ECONTENT, INC.
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)

             (Exact name of registrant as specified in its charter)


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

2760 Appaloosa Trail, Wellington Florida                         33314
(Address of principal executive offices)                       (Zip Code)

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

                              ---------------------

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

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

     The number of shares  outstanding  of each of the  registrant's  classes of
common  stock as of February 18, 2003 is  29,311,697  shares all of one class of
$.08 par value common stock and no shares of convertible  preferred stock with a
$10.00 par value.




<PAGE>



                         ECONTENT, INC. AND SUBSIDIARIES
                           A DEVELOPMENT STAGE COMPANY
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)

                                      INDEX


                                                                            PAGE
PART I  FINANCIAL INFORMATION

        Consolidated Balance Sheet--December 31, 2002........................1

        Consolidated Statements of Operations-Three Months
          Ended December 31, 2002............................................2

        Consolidated Statement of Cash Flows-Three Months
          Ended December 31, 2002............................................3

        Notes to the Consolidated Financial Statements.......................4

        Management's Discussion and Analysis of Financial
          Conditions and Results of Operations...............................9

PART II OTHER INFORMATION

Item 1. Legal Proceedings...................................................12

Item 2. Changes in Securities...............................................12

Item 3. Defaults Upon Senior Securities.....................................12

Item 4. Submission of Matters to a Vote of Security Holders.................12

Item 5. Other Information...................................................12

Item 6. Exhibits on Reports on Form 8-K.....................................12

        Signature Page......................................................13



<PAGE>



                         ECONTENT, INC. AND SUBSIDIARIES
                           A DEVELOPMENT STAGE COMPANY
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
                                   (UNAUDITED)


                                     ASSETS

Current Assets:
  Cash and equivalents                                             $         10
  Due from prior investee                                                20,000
  Deferred costs                                                         92,188
                                                                   ------------

    Total Current Assets                                                112,197
                                                                   ------------

Deferred production costs                                               215,529

Property and equipment, net of accumulated
  depreciation of $41,890                                                47,672

Other Assets:
  Due from prior investee                                                80,000
  Intangible assets, net of accumulated amortization
    of $72,385                                                           18,096
                                                                   ------------

    Total Other Assets                                                   98,096
                                                                   ------------

    Total Assets                                                        473,494
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                 331,031
  Due to stockholder                                                     15,000
  Other current liabilities                                             295,458
                                                                   ------------
    Total Current Liabilities                                           641,489
                                                                   ------------

Other Liabilities                                                       192,750
                                                                   ------------

Bridge loans expected to convert                                        204,006
                                                                   ------------

Stockholders' Equity:
  Common stock, par value $.08 per share; authorized
    50,000,000 shares, 29,311,697 issued and outstanding              2,154,286
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                     --
  Additional paid in capital                                          9,761,197
  Deficit accumulated during development stage                      (12,480,234)
                                                                   ------------

    Total Stockholders' (Deficit)                                      (564,751)
                                                                   ------------

    Total Liabilities and Stockholders' Equity                     $   (473,494)
                                                                   ============



See notes to the consolidated financial statements.

                                        1

<PAGE>
<TABLE>
<CAPTION>


                                ECONTENT, INC. AND SUBSIDIARIES
                                  A DEVELOPMENT STAGE COMPANY
                           (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                    STATEMENT OF OPERATIONS
                                          (UNAUDITED)

                                                                                FROM APRIL 1,
                                                                                   1998
                                                                                 (DATE OF
                                                          FOR THE               INCEPTION)
                                                    THREE MONTHS ENDED              TO
                                                         DECEMBER 31,          December 31,
                                                   2001            2002            2002
                                               ------------    ------------    ------------
                                                  (Restated)
<S>                                              <C>               <C>               <C>
Gross Earnings                                 $       --      $       --      $       --
                                               ------------    ------------    ------------

Costs and Expenses:
  Development, production and distribution          119,560          23,880       2,281,286
  General and administrative                        172,676          32,200       5,454,427
  Depreciation and amortization                       7,599          13,699         111,200
  Stock based compensation and stock grants            --            32,000       3,902,249
                                               ------------    ------------    ------------

      Total Costs and Expenses                      299,835         101,779      11,749,162
                                               ------------    ------------    ------------

  Loss from operations before other expenses
    and provisions for income taxes                (299,835)       (101,779)    (11,749,162)
                                               ------------    ------------    ------------

Other Income (Expense):
  Interest income                                      --                 0           1,666
  Settlement income (expense)                          --                 0       1,235,109
  Interest expense                                   (5,343)         (2,500)        (78,719)
  Equity in earnings of unconsolidated
    subsidiary                                         --                 0          96,774
  Loss from termination of interest in
    unconsolidated subsidiary                          --                 0      (1,985,901)
                                               ------------    ------------    ------------
      Total Other Income (Expense)                   (5,343)         (2,500)       (731,071)
                                               ------------    ------------    ------------

  Loss before income taxes                         (305,178)       (104,279)    (12,480,233)
  Provision for income taxes                           --              --              --
                                               ------------    ------------    ------------

      Net loss                                 $   (305,178)   $   (104,279)   $(12,480,233)
                                               ============    ============    ============

Loss per common share, basic and diluted       $      (.01)    $     (0.004)
                                               ============    ============

Weighted average common shares outstanding,
  basic and diluted                             22,193,572       29,311,697
                                               ============    ============

</TABLE>





See notes to the consolidated financial statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                                    eCONTENT, INC. AND SUBSIDIARIES
                               (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                                     (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                          FROM
                                                                                         APRIL 1,
                                                                                          1998
                                                          FOR THE         FOR THE       (DATE OF
                                                        THREE MONTHS    THREE MONTHS    INCEPTION)
                                                           ENDED           ENDED            TO
                                                         DECEMBER 31,    DECEMBER 31,   DECEMBER 31,
                                                            2001            2002           2002
                                                        ------------    ------------    ------------
                                                           (Restated)
<S>                                                       <C>             <C>             <C>
Cash flows from operating activities:
  Net Loss                                              $   (305,178)   $   (104,279)   $(12,480,234)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                              7,599          13,699         111,200
    Interest expense paid with equity                           --              --            17,500
    Loan fees                                                   --              --            25,000
    Stock based compensation and expenses
      paid by stock                                          119,560          41,200       7,648,535
    Equity in earnings of unconsolidated subsidiary             --              --           (96,774)
    Settlement income relating to stock                         --              --        (1,393,769)
    Loss on termination of interest in unconsolidated
      subsidiary                                                --              --         1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets                     --             5,886         115,956
  Other liabilities                                           67,000          20,500         509,810
  Accounts payable and accrued expenses                       64,949          13,000         786,616
                                                        ------------    ------------    ------------

    Net cash used in operating activities                    (46,070)         (9,994)     (2,770,251)
                                                        ------------    ------------    ------------

Cash flows from investing activities:
  Investment in intangible assets                               --              --           (90,481)
  Investment in property and equipment                          --              --           (67,378)
  Advance on production rights                                  --              --          (337,500)
  Investment in MPI                                             --              --        (1,850,000)
                                                        ------------    ------------    ------------
    Net cash used in investing activities                       --              --        (2,345,359)
                                                        ------------    ------------    ------------

Cash flows from financing activities:
  Net proceeds from issuance of common stock                    --              --         4,413,166
  Proceeds from loans                                         39,000          10,000        (600,213)
  Advances from officers and stockholders                       --              --           400,954
  Repayment of loans                                            --              --          (298,713)
                                                        ------------    ------------    ------------

    Net cash provided by financing activities                 39,000          10,000       5,115,620
                                                        ------------    ------------    ------------

Net increase (decrease)in cash and cash equivalents           (7,070)              6            --

Cash and cash equivalents, Beginning of Period                 9,158               4            --
                                                        ------------    ------------    ------------

Cash and cash equivalents, End of Period                $      2,088    $         10    $         10
                                                        ============    ============    ============

</TABLE>







See notes to the consolidated financial statements.

                                                     3

<PAGE>


                         ECONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 31, 2002
                                   (UNAUDITED)

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS:

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

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

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

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

BASIS OF PRESENTATION:

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form l0-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three month period ended December 31,
2002 re not  necessarily  indicative of the results that may be expected for the
year ended September 30, 2003.

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

         For  further  information,   refer  to  the  financial  statements  and
footnotes  thereto  included in the Registrant  Company's  annual report on form
10-KSB for the year ended September 30, 2002.







                                        4

<PAGE>


                         ECONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 31, 2002
                                   (UNAUDITED)


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

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION:

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

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

PRINCIPLES OF CONSOLIDATION:

         The  accompanying  consolidated  balance  sheet as of December 31, 2001
includes  the  accounts of the Company and its wholly  owned  subsidiary,  Media
Vision Properties Inc., which commenced operations on April 1, 1998 and National
Licensing  Corporation,  which  commenced  operations on September 5, 2000.  The
consolidated  statements of operations  include the results of operations of the
Company and Media Vision Properties, Inc. for all periods presented and National
Licensing Corporation effective September 5, 2000.

         All  significant  intercompany  accounts  and  transactions  have  been
eliminated.



                                        5

<PAGE>


                         ECONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 31, 2002
                                   (UNAUDITED)

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

USE OF ESTIMATES:

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

RECENT ACCOUNTING PRONOUNCEMENTS:

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

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

LOSS PER COMMON SHARE, BASIC AND DILUTED:

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


DEFERRED COSTS:

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



                                        6

<PAGE>


                         ECONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 31, 2002
                                   (UNAUDITED)

B.       INTANGIBLE ASSETS

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

         Amortization  expense  was $3,909 and $3,909 for the three  month ended
December 31, 2001 and 2002, respectively.

C.       COMMITMENTS AND CONTINGENCIES

         On September 24, 1999 the Company  entered into  employment  agreements
with  its  president  and two  executive  officers.  The  general  terms  of the
agreements  provide for the three officers to receive annual  salaries  totaling
$515,000 for fiscal 2000, $566,500 for fiscal 2001 and $623,150 for fiscal 2002.
Additionally,  the agreements provide for stock options and grants of shares. In
May 2001, these agreements were canceled and certain shares were returned to the
Company. The settlement with the two executive officers, now directors, provided
for the  agreement  to lock up their  remaining  shares for six  months  through
October 26,  2001,  and the  payment of $48,000  each  through  May,  2002.  The
termination  agreement  with the Company's  previous  president  resulted in the
return of certain shares to the Company and a consulting contract for $2,500 per
week for 103 weeks commencing on May 29, 2001.

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

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

         In December,  2001,  the Company  entered into a five year  preliminary
program  production  agreement  with  MPI.  Significant  terms of the deal  memo
include the following:

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

         On February 7, 2003  eContent  Inc.  completed a corporate  combination
agreement to merge with Angelbabies LLC, a California Limited Liability Company.
The terms of the agreement  require eContent to receive 100% of all Angelbabies,
LLC's  interests.  And, in exchange for the Angelbabies  interest the members of
the  limited  liability  company  will be issued  shares of  eContent  common or
preferred stock, totaling  approximately 80% of the new combination.  The number
of shares to be issued is  subject  to an  adjustment  after the  issuance  of a
fairness  opinion.  All terms and  conditions  of the  agreement  are subject to
shareholder approval.

                                        7

<PAGE>


                         ECONTENT, INC. AND SUBSIDIARIES
                    (FORMERLY MEDIA VISION PRODUCTIONS, INC.)
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 31, 2002
                                   (UNAUDITED)


D.       INCOME TAXES

         No  provision  has been made for  corporate  income taxes on the parent
company due to cumulative losses incurred.  The Company has available unrealized
tax  benefits of  approximately  $4,253,400  in the form of net  operating  loss
("NOL")  carryforwards  of  approximately  $12,510,000  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.

E.       EQUITY TRANSACTIONS

         During the quarter ended  December 31, 2001,  the Company issued 16,000
warrants to purchase one share each of the company's common stock at an exercise
price of $.15, for a period of five years.

         In  December  2001  the  company   executed  the  preliminary   program
production agreement with MPI discussed in Note C., the Company provided a grant
of  warrants to Robert  Marty,  the  president  of MPI,  with 4 year  vesting to
purchase up to 1,400,000  shares of the Company's  common stock at approximately
$.13 per share (valued at $235,200).  The fair value of the warrants on the date
of the grant was based upon the  Black-Scholes  stock option pricing model using
the following  weighted average  assumptions:  annual expected rate of return of
0%, annual  volatility  of 163.7%,  risk free interest rate of 5.5% and expected
option life of 3 years. The Company recorded $117,600 as expense and $117,600 as
deferred production costs.

         During the quarter ended  December 31, 2002, the company issued 800,000
shares of its  common  stock for its two  officers  as  compensation,  valued at
$32,000.  Additionally  during the period, the company issued 140,000 shares for
consulting services valued at $9,200.

                                        8

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

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

RESULTS OF OPERATIONS

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

         The Company has not yet recorded any  revenue.  The Company  recorded a
net loss of $305,178 for the three months ended December 31, 2001 as compared to
a loss of $104,279 for the three months ended December 31, 2002. This represents
a loss per  common  share of $.01 for the  period  ended  December  31,  2001 as
compared to a loss per common share of $.004 for the period  ended  December 31,
2002.

         Production  expenses were $119,560 for the three months ended  December
31, 2001 compared to $23,880 for the three months ended December 31, 2002.  This
reduction is  attributable  to reduced  projects  under  development  during the
period.

         General and administrative  expenses were reduced to $32,200 during the
period ending  December 31, 2002 from $172,676 during the period ending December
31, 2001. The decrease in these costs primarily  relate to the reduction of full
time employees and a reduction in marketing  costs related to the  co-production
of syndicated programming.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

         Marketing is an exciting  business based on an exact science.  Consumer
spending is a direct function of media exposure.  Television is the nations most
popular and powerful media.

         eContent,  Inc.,  ETNT, is a vertically  integrated  marketing  company
engaged in the  creation of  television  show  concepts and the  development  of
related  products  and  merchandising  strategies.  eContent  is  an  integrated
vertical  marketing  company  that  designs and  executes  business  development
strategies for three primary client groups; content providers,  developers,  and
distributors.  The Company is  concentrating  on building  its revenue base with
companies that operate in three core industry sectors;  entertainment and media,
film and movie  productions,  and the cross  marketing  of consumer  goods.  The
merger with Angel Babies, LLC. provides a flagship product and property that the
company can commence its integrated marketing plan.

         The  Company  develops  and  retains a  financial  interest in products
related to each television special,  generally in the form of a royalty.  Public
Television offers these products (ie. books, cd's,  videos,  etc.) to viewers as
an incentive  to pledge  during the  station's  Membership  Drives.  To date the
Company  has  not  recorded  any  revenue.  This  nationwide  exposure  provides
invaluable consumer recognition. These and other products are cross promoted and
sold through a synchronized network of Mass Merchants, Bookstores, Music & Video
Outlets, TV Shopping, Web and Print Channels.

<TABLE>
<CAPTION>

MASS MERCHANTS       BOOKS        MUSIC & VIDEOS      PRINT         TV SHOPPING        WEB
<S>               <C>             <C>               <C>             <C>            <C>
Walmart              Borders         Tower             Parade           QVC         Amazon.com
K-Mart             Waldenbooks     Sam Goody      National Enquirer     HSN         CDNow.com
Target           Barnes & Noble    Best Buy          USA Weekly     Infomercial   ibookstore.com
</TABLE>

         The  Company  plans  to  generate  its  revenues  from  retainer  fees,
performance incentives, and equity-based annuities created through the formation
of  partnerships;  agreements  influenced by the scope of  engagement  with each
client.  As the Company reaches  critical mass in its client base,  revenues can
multiply from cross-client promotions, and equity position providing significant
upside at  substantially  lower risk.  This is a key  component  of the business
model and an important valuation driver for the Company as it grows. By building
a diverse  portfolio of clients the Company  minimizes the risk  associated with
any one  particular  property or project but maximizes  benefits for revenue and
profit.

                                        9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  working  capital  deficit  at  December  31,  2002  was
$529,292.  Since the reorganization,  the Company has funded its operations from
the issuance of common stock and loans.

         The Company has incurred  operating  losses totaling  $12,480,234  from
inception  April 1, 1998 through  December 31, 2002.  The  Company's  ability to
continue as a going concern and its future success is dependent upon its ability
to raise capital in the near term to: (1) satisfy its current  obligations,  (2)
continue its development of programs,  and (3) successfully  implement its plans
to market the products of  co-venturers  through the  television and other media
for a share of the revenue from the exploitation of each program.

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


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

         In  conjunction  with the merger with Angel  Babies,  LLC,  the company
commenced   negotiations  with  two  financial  institutions  to  raise  between
$2,000,000 and $3,000,000 in private placement transactions. The company expects
to complete the  negotiations in the near future and expects to receive the bulk
of the proceeds during the 2nd and 3rd quarter of 2003.

                                       10

<PAGE>



INFLATION

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

FORWARD LOOKING AND OTHER STATEMENTS

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

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

ITEM 3. CONTROLS ANDPROCEDURES

         The Company's present Board of Directors performed an evaluation of the
Company's  disclosure controls and procedures within 90 days prior to the filing
date of this report.  Base on their  evaluation,  they  concluded  that material
information  concerning  the Company  which could affect the  disclosure  in the
Company's  quarterly  and  annual  reports  is made  know  to them by the  other
officers and employees of the Company,  and that the  communications  occur with
promptness  sufficient  to assure the inclusion of the  information  in the then
current report.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other  factors that could  significantly  affect  those  controls
subsequent to the date on which the Board performed their evaluation.



                                       11

<PAGE>



                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

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


ITEM 2. CHANGES IN SECURITIES.

         940,000  shares of the  companys  common stock were issued to officers
and consultants for services performed during the quarter.

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 99.1 & 99.2    Officer Certifications


                                       12

<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: February 18, 2003
       -----------------

                                        By: /s/ DANIEL P. CANNON
                                            ---------------------
                                            Daniel P. Cannon


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

NAME                          TITLE                                DATE


/s/ DANIEL P. CANNON          CEO                              February 18, 2003
---------------------
    Daniel P. Cannon


/s/ WILLIAM H. CAMPBELL       President, Acting Chief          February 18, 2003
-----------------------
    William H. Campbell       Financial Officer, Corporate,
                              Secretary and Director

/s/ GARY GOODELL              Director                         February 18, 2003
 ---------------
    Gary Goodell


                                       13
<PAGE>
                                                                    EXHIBIT 99.1


                                 ECONTENT, INC.


   Certification of Procedures Followed in Connection with Sarbanes-Oxley Act
                                 Certification


         The  undersigned,  CEO of  eContent,  Inc., a Nevada  Corporation  (the
"Company") hereby  certifies,  for purposes of documenting the steps followed by
the officer in connection  with the execution and delivery to the Securities and
Exchange Commission of the attached certification, as follows:

         (1) I reviewed  in detail the  Quarterly  Report on Form 10-QSB for the
period ending December 31, 2002, (the "Report") shortly before the certification
was provided.

         (2) I discussed  the substance of the Report with each of the Company's
outside auditors and acting controller.  These discussions took place at various
times and covered  principally the financial  statement  portions of the reports
(including the notes which are an integral part of the financial statements) and
related financial disclosures.  These discussions included my verifying that the
financial  statements included in the report are accurate and complete,  and are
properly  prepared  and  consolidated.  I  confirmed  that  each of the  outside
auditors and acting  controller  were  satisfied that the notes to the financial
statements  read  clearly  and that  the  notes  fairly  explain  the  company's
significant accounting principles and significant estimates, as well as disclose
all material  contingencies and "off balance sheet" transactions and commitments
known to them. In addition,  my  discussions  with outside  auditors  included a
discussion of any material  issues that came up in their review of the financial
statements and the resolution of those issues.  I also verified with the outside
auditors and acting controller that internal controls are in place and operating
to warrant reliance upon the financial and business  information  provided to me
by management.

         (3) I confirmed that the consolidated  financial statements included in
the Report are  accurate  and  complete in all  material  respects,  reflect all
transactions  of the  Company  during  and for the  statement  period  following
accounting  principles  consistent with those applied in prior periods, and that
all  period  end  adjustments  have  been made in a manner  consistent  with the
accounting  principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).

         (4) I informed the heads of the Company's  primary  business  units and
divisions, as well as any officers of those business units or divisions who have
the primary  financial  reporting  responsibility,  that I would be  providing a
certification  regarding the accuracy of the Report and confirmed  orally and in
writing with each such head and financial officer that insofar as they knew, the
Report did not include any untrue  statement of a material fact or omit to state
a material fact.

         (5) As a result of the foregoing  procedures,  I concluded that, to the
best of my knowledge, I was able to provide the certification without exception.

         In witness whereof,  I have executed this  certification as of the 18th
day of February, 2003.


/s/ Daniel P. Cannon
-----------------------
Name: Daniel P. Cannon
CEO

<PAGE>

                                                                    EXHIBIT 99.2


                                 ECONTENT, INC.


   Certification of Procedures Followed in Connection with Sarbanes-Oxley Act
                                 Certification


         The undersigned,  Chief Financial  Officer of eContent,  Inc., a Nevada
Corporation (the "Company")  hereby  certifies,  for purposes of documenting the
steps  followed by the officer in connection  with the execution and delivery to
the  Securities  and  Exchange  Commission  of the  attached  certification,  as
follows:

         (1) I reviewed  in detail the  Quarterly  Report on Form 10-QSB for the
period ending December 31, 2002, (the "Report") shortly before the certification
was provided.

         (2) I discussed  the substance of the Report with each of the Company's
outside auditors and acting controller.  These discussions took place at various
times and covered  principally the financial  statement  portions of the reports
(including the notes which are an integral part of the financial statements) and
related financial disclosures.  These discussions included my verifying that the
financial  statements included in the report are accurate and complete,  and are
properly  prepared  and  consolidated.  I  confirmed  that  each of the  outside
auditors and acting  controller  were  satisfied that the notes to the financial
statements  read  clearly  and that  the  notes  fairly  explain  the  company's
significant accounting principles and significant estimates, as well as disclose
all material  contingencies and "off balance sheet" transactions and commitments
known to them. In addition,  my  discussions  with outside  auditors  included a
discussion of any material  issues that came up in their review of the financial
statements and the resolution of those issues.  I also verified with the outside
auditors and acting controller that internal controls are in place and operating
to warrant reliance upon the financial and business  information  provided to me
by management.

         (3) I confirmed that the consolidated  financial statements included in
the Report are  accurate  and  complete in all  material  respects,  reflect all
transactions  of the  Company  during  and for the  statement  period  following
accounting  principles  consistent with those applied in prior periods, and that
all  period  end  adjustments  have  been made in a manner  consistent  with the
accounting  principles in prior periods (other than usual and customary year end
adjustments in the case of interim statements).

         (4) I informed the heads of the Company's  primary  business  units and
divisions, as well as any officers of those business units or divisions who have
the primary  financial  reporting  responsibility,  that I would be  providing a
certification  regarding the accuracy of the Report and confirmed  orally and in
writing with each such head and financial officer that insofar as they knew, the
Report did not include any untrue  statement of a material fact or omit to state
a material fact.

         (5) As a result of the foregoing  procedures,  I concluded that, to the
best of my knowledge, I was able to provide the certification without exception.

         In witness whereof,  I have executed this  certification as of the 18th
day of February, 2003.


/s/ William H. Campbell
-------------------------
Name: William H. Campbell
Chief Financial Officer