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 MARCH 31, 2004

                          COMMISSION FILE NO. 133-16736

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            -------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                             23-2442288

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

324 Dutura St., West Palm Beach, FL                              33314
(Address of principal executive offices)                       (Zip Code)

                                 (561) 719-9841
                           (Issuer's telephone number)

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

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

     The number of shares  outstanding  of each of the  registrant's  classes of
common stock as of April 22, 2004, is 62,237,738 shares all of one class of $.08
par value  which is $.015 par value  common  stock and no shares of  convertible
preferred stock with a $10.00 par value.



<PAGE>


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

                                      INDEX


                                                                         PAGE
PART I   FINANCIAL INFORMATION

         Consolidated Balance Sheet-March 31, 2004..........................1

         Consolidated Statements of Operations-Three Months
                  Ended March 31, 2004......................................2

         Consolidated Statements of Operations-Six Months
                  Ended March 31, 2004......................................3

         Consolidated Statement of Cash Flows-Six Months
                  Ended March 31, 2004......................................4

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

         Management's Discussion and Analysis of Financial
                  Conditions and Results of Operations.....................10

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 Security Holders...............13

Item 5.  Other Information.................................................13

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

         Signature Page....................................................15




<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)

      ASSETS

Current Assets:
  Cash and equivalents                                             $      3,822
  Deferred costs                                                             --
                                                                   ------------
      Total Current Assets                                                3,822
                                                                   ------------
Deferred production costs                                                  --
                                                                   ------------
Property and equipment, net of accumulated
  depreciation of $47,990                                                41,572
Other Assets:
  Due from prior investee                                                10,000
  Intangible assets, net of accumulated amortization
    of $90,481                                                        2,000,000
                                                                   ------------
      Total Other Assets                                              2,010,000
                                                                   ------------
      Total Assets                                                    2,055,394
                                                                   ============
      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                 366,531
  Other current liabilities                                             245,750
                                                                   ------------
      Total Current Liabilities                                         612,281
                                                                   ------------
Other Liabilities                                                        96,775
                                                                   ------------
Bridge loans expected to convert                                        211,506
                                                                   ------------
Stockholders' Equity:
  Common stock, par value $.0015 per share; authorized
    100,000,000 shares, 62,237,738 issued and outstanding
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                   93,357
  Additional paid in capital                                         15,312,153
  Deficit accumulated during development stage                      (14,270,678)
                                                                   ------------
      Total Stockholders' Equity (Deficit)                            1,134,832
                                                                   ------------
      Total Liabilities and Stockholders' Equity                   $  2,055,394
                                                                   ============

               See notes to the consolidated financial statements.

                                                                               2
<PAGE>
<TABLE>
<CAPTION>

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

                                                                              FROM APRIL 1,
                                                                                  1998
                                                                                (DATE OF
                                                           FOR THE              INCEPTION)
                                                     THREE MONTHS ENDED             TO
                                                           MARCH 31,             MARCH 31,
                                                    2003            2004           2004
<S>                                             <C>             <C>            <C>
Gross Earnings                                  $       --      $       --      $       --
                                                ------------    ------------    ------------
Costs and Expenses:
  Development, production and distribution
    including non-stock related charges
    of $23,880, $0 and $916,056, respectively         23,880            --         2,402,512
  General and administrative including
    non-cash charges of $60,000, $102,000
    and $2,855,072                                   224,960         311,482      10,535,082
  Depreciation and amortization                        7,599           2,025         136,972
                                                ------------    ------------    ------------
      Total Costs and Expenses                       256,439         313,507      13,074,566
                                                ------------    ------------    ------------
Loss from operations before other expenses
  and provisions for income taxes                   (256,439)       (313,507)    (13,074,566)
                                                ------------    ------------    ------------


Other Operating Income (Expense):
  Interest income                                       --              --             1,666
  Settlement income (expense)                           --              --           968,764
  Interest expense (net)                              (4,000)         (2,500)       (115,826)
  Equity in earnings of unconsolidated
    subsidiary                                          --              --            96,774
  Loss from termination of interest in
    unconsolidated subsidiary                           --              --        (1,985,901)
  Impairment loss                                       --              --          (161,589)
                                                ------------    ------------    ------------

      Total Other Operating Income (Expense)          (4,000)         (2,500)     (1,196,112)

Loss before income taxes                            (260,439)       (316,007)    (14,270,678)

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

      Net loss                                  $   (260,439)   $   (316,007)   $(14,270,678)
                                                ============    ============    ============

Loss per common share, basic and diluted        $      (.007)   $      (.006)
                                                ============    ============

Weighted average common shares outstanding,
  basic and diluted                               35,914,128      51,780,046
                                                ============    ============

                     See notes to the consolidated financial statements.
                                                                                            3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                                             FROM APRIL 1,
                                                                                 1998
                                                                                (DATE OF
                                                          FOR THE              INCEPTION)
                                                     SIX MONTHS ENDED              TO
                                                          MARCH 31,             MARCH 31,
                                                    2003            2004           2004
<S>                                             <C>             <C>             <C>
Gross Earnings                                  $       --      $       --      $       --
                                                ------------    ------------    ------------
Costs and Expenses:
  Development, production and distribution
    including non-cash stock related charges
    of $47,760, $0 and $916,056, respectively         47,760            --         2,402,512
  General and administrative including
    non-cash charges of $92,000, $307,000
    and $2,855,072                                   289,160         505,833      10,535,082
  Depreciation and amortization                       21,298           8,574         136,972
                                                ------------    ------------    ------------
      Total Costs and Expenses                       358,218         514,407      13,074,566
                                                ------------    ------------    ------------
Loss from operations before other expenses
  and provisions for income taxes                   (358,218)       (514,407)    (13,074,566)
                                                ------------    ------------    ------------
Other Operating Income (Expense):
  Interest income                                       --              --             1,666
  Settlement income (expense)                           --           (49,865)        968.764
  Interest expense                                    (6,500)         (5,000)       (115,826)
  Equity in earnings of unconsolidated
    subsidiary                                          --              --            96,774
  Loss from termination of interest in
    unconsolidated subsidiary                           --              --        (1,985,901)
  Impairment loss                                       --              --          (161,589)
                                                ------------    ------------    ------------
      Total Other Income (Expense)                    (6,500)        (54,865)     (1,196,112)

Operating (loss) before income taxes                (364,718)       (569,272)    (14,270,678)

  Provision for income taxes                            --              --              --
                                                ------------    ------------    ------------
      Net loss                                  $   (364,718)   $   (569,272)   $(14,270,678)
                                                ============    ============    ============
Loss per common share, basic and diluted        $      (.012)   $      (.011)
                                                ============    ============
Weighted average common shares outstanding,
  basic and diluted                               31,062,913      50,205,989
                                                ============    ============


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

<PAGE>
<TABLE>
<CAPTION>

                       EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                                  (Formerly ECONTENT, INC.)
                                 A DEVELOPMENT STAGE COMPANY
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                FROM APRIL 1,
                                                                                    1998
                                                                                  (DATE OF
                                                            FOR THE               INCEPTION)
                                                        SIX MONTHS ENDED              TO
                                                            MARCH 31,              MARCH 31,
                                                      2003            2004           2004
<S>                                              <C>             <C>            <C>
Cash flows from operating activities:

Net Loss                                         $   (364,718)   $   (569,272)   $(14,270,678)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                      21,298           8,574         136,972
    Interest expense paid with equity                    --              --            17,500
    Loan fees                                            --              --            25,000
    Stock based compensation and expenses
      paid by stock                                   276,200         342,002       8,641,237
    Equity in earnings of unconsolidated
      subsidiary                                         --              --           (96,774)
    Settlement income relating to stock                  --              --        (1,393,769)
    Loss on termination of interest in
      unconsolidated subsidiary                          --              --         1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets            11,766         (11,730)        581,223
  Other liabilities                                    18,500         (90,398)        359,354
  Accounts payable and accrued expenses               (23,000)         61,000         809,342
                                                 ------------    ------------    ------------
    Net cash used in operating activities             (59,954)       (259,724)     (3,204,684)
                                                 ------------    ------------    ------------
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             --           179,730       4,803,911
  Proceeds from loans                                  60,000            --           650,213
  Advances from officers and stockholders                --              --           400,954
  Repayment of loans                                     --            (2,500)       (301,213)
                                                 ------------    ------------    ------------
    Net cash provided by financing activities          60,000         177,230       5,553,865
                                                 ------------    ------------    ------------
Net increase (decrease)in cash and cash
  equivalents                                              46         (82,494)          3,822

Cash and cash equivalents, Beginning of Period              4          86,316            --
                                                 ------------    ------------    ------------
Cash and cash equivalents, End of Period         $         50    $      3,822    $      3,822
                                                 ============    ============    ============


                     See notes to the consolidated financial statements.

</TABLE>
                                                                               5
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

A. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LOSSES SINCE REORGANIZATION:

     The Company's  working capital at March 31, 2004 was a deficit of $608,459.
Since the  Reorganization,  the  Company  has  funded  its  operations  from the
issuance of common stock and loans from officers and certain  shareholders.  The
Company has incurred operating losses totaling  $14,270,678 from inception April
1, 1998 through December 31, 2003. The Company's  ability to continue as a going
concern and its future success is dependent upon its ability to raise capital in
the near term to:

     (1)  satisfy its current obligations,
     (2)  continue its development of properties and projects, and
     (3)  successfully   implement  its  plans  to  market  the  properties  and
          projects.

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

     (1)  The Company  presently has ongoing  negotiations  regarding  financing
          alternatives.  The Company also plans to settle any prior  obligations
          with equity and extended payment terms. The Company, subsequent to the
          close of the  March  31,  2004  period,  secured  $800,000  in  bridge
          financing,  from private  investors,  which will be primarily used for
          the expansion of the Company's  entertainment  property holdings.  The
          Company will now focus on the next phase of its financing  initiative,
          which is to further fund the production of its existing  entertainment
          properties.

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

          (A)  On  June  15,  2003  appointed   Peter  Keefe  as  the  Company's
               President.  Management  believes  Mr.  Keefe's  network of global
               contacts,  associations  and  affiliations  in the children's and
               family  entertainment  and licensing  industries will connect the
               Company with a uniquely broad,  and extremely  valuable,  base of
               exciting revenue generating marketing opportunities.  On December
               31, 2003, the Company's Board of Directors  approved an agreement
               with Peter Keefe,  the  Company's  president,  pursuant to a deal
               memorandum  dated  December  1,  2003,  which was intended  to be
               binding and subject to definitive  agreements whereby in exchange
               for the issuance of 10,000,000 restricted shares of the Company's
               common  stock (or an  equivalent  value of both common  stock and
               warrants  to  purchase  shares  of  common  stock-based  upon the
               Company's share price as of December 1, 2003;  which was $.20, or
               the  equivalent at the time,  of  approximately  $2,000,000,)  On
               January 20, 2004, the Company executed a definitive agreement and
               acquired  the  rights to  certain  properties,  including  direct
               profit   participation,   merchandise   licensing,   home   video
               distribution  and  television  distribution  rights in connection
               with the Nine Dog and Z-Force animated show properties.

          (B)  The Company has  established a platform to launch its  properties
               and

                                                                               6
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

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

     Management  believes  that  actions  presently  being taken to complete the
Company's  development stage through the successful  production and distribution
of children's  and family  entertainment  properties  will  ultimately  generate
sufficient revenue to support its operations. However, there can be no assurance
that  Earthworks  Entertainment  will  generate  sufficient  revenues to provide
positive  cash  flows  from  operations  or  that  sufficient  capital  will  be
available, when required, to permit the Company to realize its plans.

NATURE OF OPERATIONS:

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

BASIS OF PRESENTATION:

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form l0-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six month period ended March 31, 2004
are not necessarily  indicative of the results that may be expected for the year
ended September 30, 2004.

REORGANIZATION AND SUBSEQUENT RECAPITALIZATION:

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


                                                                               7
<PAGE>
                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

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

RESTATEMENT TO TREAT MPI AS UNCONSOLIDATED:

     During the year ended  September 30, 2000, the Company  initially  recorded
its investment in MPI as a  consolidated  subsidiary of ETNT pursuant to a stock
purchase  agreement from May of 2000.  Upon the acquisition of a 51% interest in
MPI at that time, the Company had a conditional  option to acquire the remaining
49% of MPI,  with certain  extensions  through July 30, 2001.  On July 30, 2001,
eContent let its right to complete the acquisition of MPI expire, and subject to
the return of certain  shares,  the Company  forfeited  any interest in MPI. The
Company  restated its financial  statements for the fiscal year ended  September
30, 2000 to record this investment as an unconsolidated subsidiary in its filing
for the fiscal year ended  September  30,  2001 in which the Company  recorded a
loss on the  termination  of its  investment  in MPI  effective  July 30,  2001.
Subsequent to September  30, 2001,  the Company and MPI  concurrently  exchanged
certain  releases  relating  to the  preceding  and entered  into a  preliminary
program  production  agreement.  On September 30, 2003, the Company  executed an
agreement to terminate its preliminary production agreement with MPI. As part of
the agreement,  the Company issued 125,000 shares of its common stock to MPI and
canceled 1,400,000 warrants issued to MPI's President,  Robert Marty, as part of
the initial production  agreement.  Additionally,  both parties agreed to cancel
outstanding notes due to and from eContent, and again provide certain releases.

PRINCIPLES OF CONSOLIDATION:

     The accompanying  consolidated  balance sheet as of March 31, 2004 includes
the  accounts of the  Company  and its wholly  owned  subsidiary,  Media  Vision
Properties  Inc.,  which  commenced  operations  on April 1,  1998 and  National
Licensing  Corporation,  which  commenced  operations on September 5, 2000.  The
consolidated  statements of operations  include the results of operations of the
Company and Media Vision Properties, Inc. for all periods presented and National
Licensing Corporation effective September 5, 2000.

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

USE OF ESTIMATES:

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

RECENT ACCOUNTING PRONOUNCEMENTS:

     In April 2002, the FASB issued SFAS No. 145  "Rescission of FASB Statements
No. 4,

                                                                               8
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

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

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

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

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

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

                                                                               9
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)


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

LOSS PER COMMON SHARE, BASIC AND DILUTED:

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

STOCK-BASED COMPENSATION

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

DEFERRED COSTS:

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




                                                                              10
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)


SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS:

                                                        FOR THE SIX MONTHS ENDED
                                                               MARCH 31,

                                                             2003        2004
                                                           ========    =========
Interest Paid                                              $  0        $  0
                                                           ========    =========

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                        FOR THE SIX MONTHS ENDED
                                                                MARCH 31,
                                                            2003        2004

Grants of warrants to purchase up to 1,400,000 shares,
 of the Company's common stock, in connection with the
 execution of a program production agreement             $  235,000   $     --
                                                           ========    =========
Issuance of 3,800,000 and 625,000 shares of
 common stock for services                               $   82,500   $  107,000
                                                           ========    =========
Issuance of 200,000 shares of common
 stock for repayment of a defaulted note
 payable and accrued interest                            $     --     $   40,334
                                                           ========    =========
Issuance of 6,800,000 and 0 shares of common stock
 for officers as compensation                            $  152,000   $     --
                                                           ========    =========
Issuance of 750,000 shares of common stock to an
 investor as reparation                                  $   15,000   $     --
                                                           ========    =========
Issuance of 500,000 shares of common stock to two
 officers to settle unpaid expenses and compensation
 due from a prior settlement                             $     --     $  103,196
                                                           ========    =========
Issuance of 10,000,000 shares of common stock to
 Company president for acquisition of rights to
 certain entertainment properties                        $     --     $2,000,000
                                                           ========    =========
B.       ORGANIZATIONAL COSTS

     Costs incurred by the Company and liabilities assumed in the acquisition of
eContent,  Inc. accounted for as a recapitalization  of Media Vision Properties,
Inc. have been  capitalized at historical  cost.  Amortization is computed using
the straight- line method over the estimated life of 60 months.

     Amortization  expense was $3,909 and $0 for the six months  ended March 31,
2003 and 2004, respectively.


                                                                              11
<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

C.       COMMITMENTS AND CONTINGENCIES

     On October 5, 1999, the Company entered into a licensing  agreement with an
individual and Spartan Sporting Goods and Fashions, Inc. ("Spartan") a privately
held New York  Corporation  for the exclusive  master  license of certain logos,
trademarks and  copyrights.  The agreement  provided that the Company pay 30% of
all royalty income received under this agreement to the Licensor,  or "Spartan".
Additionally,  the agreement provided for minimum annual non-refundable  license
fees for each optional renewal, potentially through 2008. Effective December 31,
2002,  the  Company  decided  not to renew the  agreement  with  Spartan.  As of
September 30, 2003,  net of the  settlement  of $100,000 for  1,200,000  shares,
$102,400 remains due to Spartan for unpaid license rights fees.

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

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

D.       INCOME TAXES

     No provision has been made for corporate income taxes on the parent company
due to cumulative  losses  incurred.  The Company has available  unrealized  tax
benefits of  approximately  $4,331,600 in the form of net operating loss ("NOL")
carryforwards  of  approximately  $12,740,000 for federal income tax purposes to
reduce  future  taxable  income.  If not  utilized,  the federal NOL's expire at
various dates through 2022.

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

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


                                                                              12


<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)

EQUITY TRANSACTIONS

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

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

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

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

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

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

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

     On  December  31,  2003,  the  Company's  Board of  Directors  approved  an
agreement  with  Peter  Keefe,  the  Company's  president,  pursuant  to a  deal
memorandum  dated December 1, 2003,  which is intended to be binding and subject
to definitive agreements.  The agreement provides for the issuance of 10,000,000
restricted  shares of the Company's common stock (or an equivalent value of both
common  stock and  warrants to purchase  shares of common  stock-based  upon the
Company's share price as of December 1, 2003;  which was $.20; the equivalent at
the time,  of  approximately  $2,000,000,)  the Company will  acquire  rights to
certain  properties.  On January 20,  2004,  the Company  executed a  definitive
agreement and acquired the rights to certain properties, including direct profit
participation,  merchandise  licensing,  home video  distribution and television
distribution  rights in connection  with the Nine Dog and Z-Force  animated show
properties.  In connection with this  agreement,  during the quarter ended March
31, 2004, the Company issued 10,000,000 shares of its common stock to Mr. Keefe.

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

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



                                                                              13
<PAGE>

                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                 MARCH 31, 2004
                                   (UNAUDITED)


D.   NOTES PAYABLE

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

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

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

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

     During the six months  ended March 31, 2004 the Company  accrued  $5,000 of
interest on these notes.


                                                                              14
<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATIONS.

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 VS. THREE MONTHS ENDED MARCH 31, 2003

     The Company has not yet recorded any revenue since  inception,  as restated
for the termination of its investment in MPI. The Company recorded a net loss of
$316,007  for the three  months  ended  March 31,  2004 as compared to a loss of
$260,439 for the period March 31, 2003.  This represents a loss per common share
of $(.006) for the three months ended March 31, 2004 on basic and diluted shares
outstanding  of  51,780,046 as compared to a loss per common share of $(.007) on
basic and diluted  shares  outstanding  of  35,914,128  for the period March 31,
2003.

     Production  expenses  were $0 for the three  months  ended  March 31,  2004
compared to $23,880 for the three months ended March 31,  2003.  These  included
non-cash  charges  for  production  services  paid with  equity of $0 in 2004 as
compared to $23,880 in 2003.  This  reduction  is  attributable  to the fact the
company  has had to absorb no costs of  projects  under  development  during the
period ended March 31, 2004. The Company  anticipates  that production  expenses
will increase  considerably  during the third and fourth quarters of fiscal 2004
to enable it to further  develop its existing  properties  and to develop future
properties.

     General  and  administrative  expenses  increased  to $311,482 in the three
months  ended March 31, 2004 from  $224,960 for the three months ended March 31,
2003.  The  increase  in these costs  relates to an  increase  in other  general
corporate  overhead,  such as promotion,  marketing,  legal and office expenses.
This  increase  in  other  general  corporate  overhead  can  be  attributed  to
promotion,  marketing and legal expenses related to the acquisition of licensing
rights, the Company  name/symbol change and commencing the implementation of its
revised operational strategy.

     Other operating expenses totaled $2,500 in the three months ended March 31,
2004 as compared to $4,000 for the three  months  ended  March 31,  2003.  Total
other  operating  expenses  relate to interest  expense which was $2,500 for the
three  months  ended March 31, 2003 and $4,000 for the three  months ended March
31, 2004.

                                                                              15
<PAGE>



SIX MONTHS ENDED MARCH 31, 2004 VS. SIX MONTHS ENDED MARCH 31, 2003

         The  Company  has not yet  recorded  any revenue  since  inception,  as
restated for the  termination of its  investment in MPI. The Company  recorded a
net loss of  $569,272  for the six months  ended March 31, 2004 as compared to a
loss of $364,718  for the period  March 31,  2003.  This  represents  a loss per
common  share of $(.11) for the six  months  ended  March 31,  2004 on basic and
diluted shares  outstanding of 50,205,989 as compared to a loss per common share
of $(.12) on basic and diluted  shares  outstanding of 31,062,913 for the period
March 31, 2003.

     Production  expenses  were $0 for the  six  months  ended  March  31,  2004
compared to $47,760 for the six months ended March 31,  2003.  The fact that the
copany has yet had to absorb  These  included  non-cash  charges for  production
services  paid with equity of $0 in 2004 as  compared  to $47,760 in 2003.  This
reduction is attributable to reduced costs of projects under development  during
the period  ended  March 31,  2004.  The  Company  anticipates  that  production
expenses  will  increase  considerably  during the third and fourth  quarters of
fiscal  2004 to enable it to further  develop  its  existing  properties  and to
develop future properties.

         General and  administrative  expenses  increased to $505,833 in the six
months  ended March 31, 2004 from  $289,160  for the six months  ended March 31,
2003.  The increase in these costs  relates to an increase in accrued  executive
compensation and other general corporate overhead, such as promotion, marketing,
legal and office  expenses.  Compensation to executives for the six months ended
March  31,  2003 was  $152,000  compared  to  $175,000  which  includes  accrued
executive  compensation charges of $137,620 for the six month period ended March
31, 2004 and $0 for the six month  period ended March 31,  2003.  Other  general
corporate overhead expenses increased to $330,833 for the six months ended March
31,  2004 from  $137,160  for the same  period in 2003.  This  increase in other
general corporate  overhead can be attributed to promotion,  marketing and legal
expenses related to the acquisition of licensing rights, the Company name/symbol
change and commencing the implementation of its revised operational strategy.

         Other operating  expenses totaled $51,865 in the six months ended March
31,  2004 as compared to $6,500 for the six months  ended March 31,  2003.  This
increase in operating  expenses can be  attributed to non-cash  charges  related
with the  settlement  of a bridge  loan and the  settlement  of unpaid  fees and
expenses due to a former president of the Company.

         Interest expense was $6,500 for the six months ended March 31, 2003 and
$5,000 for the six months ended March 31, 2004.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

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

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

         The Company also forms Teaming  Agreements  with outside  companies for
the  co-operative  marketing  of hit  potential  entertainment  properties.  The
Company is establishing an artistic & commercial `bridge' between producers,  TV
broadcasters,

                                                                              16
<PAGE>



publishing  companies and merchandise groups in North America,  Europe and Asia.
The establishment of such `bridge'  relationships among entertainment  entities,
who otherwise  would not be able to globally  expand their world market share in
such a near  horizon  timeframe,  will  ensure  that  the  Company  is  privy to
substantial  `first  look/first  option'  opportunities on a wide array of world
class entertainment properties.

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

Profit Participation Ownership             Z-Force                         45%

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

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

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

Gross Revenue Merchandise Licensing        Nine Dog Christmas               5%
                                           Nine Dog Night of Fright         5%
Gross Revenue Home Video/DVD Sales
                                           Nine Dog Christmas               5%
                                           Nine Dog Night of Fright         5%

Gross Revenue Global TV Sales
                                           Nine Dog Christmas               5%

Profit Participation Ownership             Nine Dog Christmas               3%

Profit Participation Ownership             Nine Dog Night of Fright        12%

 TOTAL NINE DOG $ ALLOCATION               300,000

Total                                      $2,000,000


         Further, the Board agreed to place the equity shares (and warrants,  if
any) in escrow subject to completion of definitive  agreements and the Company's
due diligence,  which is expected in to be completed  during January,  2004. The
parties agreed to obtain an appropriate valuation review,  fairness opinions and
other sufficient  documentation of the Company's  interest in these  properties.
The parties  also agree to get counter  party  confirmation  of the  assignment,
assignment percentages and distribution



                                                                              17
<PAGE>

agreements  and rights  including any  disclosure of conflicts of interests,  as
required  by  the  Company's  by-laws,  Federal  Securities  laws,  as  well  as
California  and Delaware law.  Additionally,  Mr. Keefe  represented  that these
interests he is assigning to the Company pursuant to the agreement represent his
entire interest in these properties.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  working  capital  at March 31,  2004 was a  deficit  of
$608,459.  Since the reorganization,  the Company has funded its operations from
the issuance of common stock and loans from  officers and certain  shareholders.
The Company has incurred  operating  losses totaling  $14,270,678 from inception
April 1, 1998 through  March 31, 2004.  The  Company's  ability to continue as a
going  concern  and its future  success is  dependent  upon its ability to raise
capital in the near term to:

     (1)  satisfy its current obligations,
     (2)  continue its development of properties and projects, and
     (3)  successfully   implement  its  plans  to  market  the  properties  and
          projects.

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

     (1)  The  Company  presently  has  ongoing  negotiations  with a number  of
          financing  alternatives,  including obtaining working capital from the
          proceeds of  convertible  bridge notes and private  placements  of the
          Company's equity including its common stock and warrants.  The Company
          also plans to settle any prior  obligations  with equity and  extended
          payment terms.  The Company,  subsequent to the close of the March 31,
          2004  period,  secured  $800,000  in bridge  financing,  from  private
          investors,  which  will be  primarily  used for the  expansion  of the
          Company's  entertainment property holdings. The Company will now focus
          on the next  phase of its  financing  initiative,  which is to further
          fund the production of its existing entertainment properties.


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

                                                                              18
<PAGE>


          (A)  On  June  15,  2003  appointed   Peter  Keefe  as  the  Company's
               President.  Management  believes  Mr.  Keefe's  network of global
               contacts,  associations  and  affiliations  in the children's and
               family  entertainment  and licensing  industries will connect the
               Company with a uniquely broad,  and extremely  valuable,  base of
               exciting revenue generating marketing opportunities.  On December
               31, 2003, the Company's Board of Directors  approved an agreement
               with Peter Keefe,  the  Company's  president,  pursuant to a deal
               memorandum  dated  December  1,  2003,  which was  intended to be
               binding and subject to definitive  agreements whereby in exchange
               for the issuance of 10,000,000 restricted shares of the Company's
               common  stock (or an  equivalent  value of both common  stock and
               warrants  to  purchase  shares  of  common  stock-based  upon the
               Company's share price as of December 1, 2003;  which was $.20, or
               the  equivalent at the time, of  approximately  $2,000,000,).  On
               January 20, 2004, the Company executed a definitive agreement and
               acquired  the  rights to  certain  properties,  including  direct
               profit   participation,   merchandise   licensing,   home   video
               distribution  and  television  distribution  rights in connection
               with the Nine Dog and Z-Force animated show properties.

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

         Management  believes that actions presently being taken to complete the
Company's  development  stage through the successful  production,  licensing and
distribution of children's and family  entertainment  properties will ultimately
generate sufficient revenue to support its operations.  However, there can be no
assurance that Earthworks Entertainment,  Inc. will generate sufficient revenues
to provide  positive cash flows from operations or that sufficient  capital will
be available, when required, to permit the Company to realize its plans.

INFLATION

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

ITEM 3. CONTROLS AND PROCEDURES

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



                                                                              19
<PAGE>


PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

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

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


                                                                              20


<PAGE>


ITEM 2.           CHANGES IN SECURITIES.

                  NONE

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

                  NONE

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

                  NONE

ITEM 5.           OTHER INFORMATION.

                  NONE

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

                  Exhibit 31.1a 31.2 32.1 32.2 - Officer Certifications

                  Reports on Form 8-K:

                  Filed on February 9, 2004, for event dated December 31, 2003.

                  Filed on May 12, 2004, for event dated May 10, 2004.



                                                                              21


<PAGE>


                                   SIGNATURES


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

                                      Earthworks Entertainment, Inc.


Dated: May 14, 2004

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

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

NAME                                 TITLE                      DATE

By: /s/ PETER KEEFE                 CEO, President              May 14, 2004
    ----------------------------
    Peter Keefe

By: /s/ WILLIAM H. CAMPBELL         Acting Chief Financial
    ---------------------------     Officer, Corporate
    William H. Campbell             Secretary, Director         May 14, 2004


By: /s/ GARY GOODELL                Director                    May 14, 2004
    ---------------------------
    Gary Goodell



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