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, 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 January 25, 2005, is 66,570,862 shares all of one class of $.08 par
value which is $.0015 par value common stock and no shares of convertible
preferred stock with a $10.00 par value.







<PAGE>


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



                                      INDEX

                                                                           PAGE
PART I  FINANCIAL INFORMATION

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

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

        Consolidated Statement of Cash Flows-Three Months
           Ended December 31,2004.............................................3

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

        Management's Discussion and Analysis of Financial
           Conditions and Results of Operations..............................13

PART II OTHER INFORMATION

Item 1. Legal Proceedings....................................................17

Item 2. Changes in Securities................................................17

Item 3. Defaults Upon Senior Securities......................................17

Item 4. Submission of Matters to a Vote of Security Holders..................17

Item 5. Other Information....................................................17

Item 6. Exhibits on Reports on Form 8-K......................................17

        Signature Page.......................................................18








<PAGE>


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

                                     ASSETS


Current Assets:
  Cash and equivalents                                             $     19,259
                                                                   ------------

      Total Current Assets                                               19,259

Property and equipment, net of accumulated
  depreciation of $192                                                      958

Other Assets:
  Other assets                                                           36,371
  Intangible assets, net of accumulated amortization
    of $90,481                                                        2,000,000
                                                                   ------------

      Total Other Assets                                              2,036,371
                                                                   ------------

      Total Assets                                                    2,056,589
                                                                   ============

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                 294,170
  Convertible promissory notes                                          850,000
  Convertible promissory notes - officers                               200,000
  Other current liabilities                                             167,750
                                                                      ---------

      Total Current Liabilities                                       1,511,920
                                                                   ------------

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

Bridge loans expected to convert to equity                                    0
                                                                   ------------
Stockholders' Equity:
  Common stock, par value $.0015 per share; authorized
    100,000,000 shares, 66,570,862 issued and outstanding
  Convertible preferred stock, authorized 1,000,000 shares,
    par value $10.00; no shares issued and outstanding                   96,282
  Additional paid in capital                                         16,780,536
  Deficit accumulated during development stage                      (16,404,524)
                                                                   ------------

      Total Stockholders' Equity                                        472,294
                                                                   ------------

      Total Liabilities and Stockholders' Equity                   $  2,056,589
                                                                   ============



See notes to the consolidated financial statements.


                                       -1-


<PAGE>

<TABLE>
<CAPTION>
                     EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                                 (Formerly ECONTENT, INC.)
                                A DEVELOPMENT STAGE COMPANY
                                  STATEMENT OF OPERATIONS
                                        (UNAUDITED)
                                                                             FROM APRIL 1,
                                                                                 1998
                                                                               (DATE OF
                                                       FOR THE                 INCEPTION)
                                                  THREE MONTHS ENDED               TO
                                                      DECEMBER 31,            DECEMBER 31,
                                                 2003             2004            2004
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Gross Earnings                               $         --    $         --    $         --
                                             ------------    ------------    ------------
Costs and Expenses:
 Development, production and distribution
  including non-stock related charges
  of $5,880, $0 and $916,056, respectively              -          25,117       2,552,862
 General and administrative including
  non-cash charges of $205,000, $52,500
  and $2,907,572                                  194,351         200,919      11,248,027
 Depreciation and amortization                      6,549              96         139,189
                                             ------------    ------------    ------------

      Total Costs and Expenses                    200,900         226,132      13,940,078
                                             ------------    ------------    ------------

Loss from operations before other expenses
  and provisions for income taxes                (200,900)       (226,132)    (13,940,078)
                                             ------------    ------------    ------------

Other Operating Income (Expense):
  Interest income                                     --              518           3,259
  Settlement and debt
    extinguishment income (expense)               (92,500)        (47,200)        849,059
  Interest expense (net)                          (49,865)        (64,989)      1,266,049
  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)      (52,365)       (111,671)     (2,464,447)
                                             ------------    ------------    ------------
Operating loss before income taxes               (253,265)       (337,803)    (16,404,525)

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

      Net loss                               $   (253,265)   $   (337,803)   $(16,404,525)
                                             ============    ============    ============


Loss per common share, basic and diluted     $      (.005)   $      (.006)
                                             ============    ============

Weighted average common shares outstanding,
  basic and diluted                            48,653,390      62,518,617
                                             ============    ============


See notes to the consolidated financial statements.


                                            -2-
</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)
                                                        NINE MONTHS ENDED              TO
                                                           DECEMBER 31,             DECEMBER 31,
                                                       2003           2004             2004
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Cash flows from operating activities:
Net Loss                                          $   (253,265)   $   (337,803)   $(16,404,524)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                          6,8549             96         139,189
  Interest expense paid with equity                         --              --       1,064,566
  Loan fees                                                 --              --          25,000
  Loss on abandonment of equipment                          --              --          39,547
  Stock based compensation and expenses
   paid by stock                                       240,002          92,840       8,734,077
  Equity in earnings of unconsolidated
   subsidiary                                               --              --         (76,974)
  Settlement income relating to stock                       --          47,200      (1,338,969)
  Loss on termination of interest in
   unconsolidated subsidiary                                --              --       1,985,909
Changes in assets and liabilities:
  Deferred charges and other current assets            (11,730)        (56,505)        586,239
  Other liabilities                                    (90,398)             --         447,727
  Accounts payable and accrued expenses                (20,520)         40,697         760,117
  Cash overdraft                                         2,387              --              --
                                                  ------------    ------------    ------------

      Net cash used in operating activities           (129,362)       (173,475)     (4,038,096)
                                                  ------------    ------------    ------------

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

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

Cash flows from financing activities:
  Net proceeds from issuance of common stock           109,730              --       4,803,911
  Proceeds from loans                                       --          50,000       1,500,213
  Advances from officers and stockholders                   --              --         400,954
  Repayment of loans                                        --              --        (301,213)
                                                  ------------    ------------    ------------

      Net cash provided by financing activities        109,730          50,000       6,403,865
                                                  ------------    ------------    ------------

Net increase (decrease)in cash and cash                (19,632)       (123,475)         19,260
  equivalents

Cash and cash equivalents, Beginning of Period          86,316         142,734              --
                                                  ------------    ------------    ------------

Cash and cash equivalents, End of Period          $     66,684    $     19,259    $     19,260
                                                  ============    ============    ============


See notes to the consolidated financial statements.


                                               -3-
</TABLE>

<PAGE>


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

A. LOSSES SINCE REORGANIZATION:

The Company's working capital at December 31, 2004 was a deficit of $1,492,661.
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 $16,404,524 from inception April
1, 1998 through December 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 regarding financing
alternatives. The Company also plans to settle any prior obligations with equity
and extended payment terms. During the quarter ended December 31, 2004, the
Company received $800,000 in bridge financing, from private investors, which
will be primarily used for the expansion of the Company's entertainment property
holdings. The Company will now focus on the next phase of its financing
initiative, which is to further fund the production of its existing
entertainment properties.

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

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

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

3. The Company obtained approximately $2.2 million from commitments effective
December 29, 2004; and in late January approximately $500,000, all of which is
available to the company in January 2005, to provide funding for the production
of the first thirteen episodes of its Z-Force animated children's television
series. The funding was provided to Z-Force Enterprises, LLC, a subsidiary
entity of the Company, which holds the Company's interest in the Z-Force
project; in exchange for profit participation in the Z-Force entertainment
property. As a result the company's profit participation in the project went
from 45% to 37% while its interest in the licensing rights remained at 100%.

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.


                                       -4-


<PAGE>


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

B. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS:

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

BASIS OF PRESENTATION:

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

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.





                                       -5-


<PAGE>


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

RESTATEMENT TO TREAT MPI AS UNCONSOLIDATED:

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

PRINCIPLES OF CONSOLIDATION:

The accompanying consolidated balance sheet as of December 31, 2004 includes the
accounts of the Company and its wholly owned subsidiary, Media Vision Properties
Inc., which commenced operations on April 1, 1998.

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

USE OF ESTIMATES:

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




                                       -6-


<PAGE>


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

RECENT ACCOUNTING PRONOUNCEMENTS:

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

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

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

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


                                       -7-


<PAGE>


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

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

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

LOSS PER COMMON SHARE, BASIC AND DILUTED:

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

STOCK-BASED COMPENSATION

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


                                       -8-


<PAGE>


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

SUPPLEMENTAL INFORMATION-STATEMENT OF CASH FLOWS:

                                         FOR THE THREE MONTHS ENDED
                                                DECEMBER 31,
                                            2003           2004
                                         ----------     ----------

Interest Paid                            $    0         $    0

SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES:

                                                                 FOR THE
                                                            THREE MONTHS ENDED
                                                               DECEMBER 31,

                                                            2003          2004

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

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

Issuance of 200,000 and 840,000 shares of common stock
 for repayments of a defaulted note payable and accrued
 interest and loss on extinguishments of $47,200 in
 2004                                                    $   40,334   $  206,323
                                                         ==========   ==========

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


ORGANIZATIONAL COSTS

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

Amortization expense was $13,572 and $0 for the nine months ended December 31,
2003 and 2004, respectively.

                                       -9-

<PAGE>


                EARTHWORKS ENTERTAINMENT, INC. AND SUBSIDIARIES-
                            (Formerly ECONTENT, INC.)
                            DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENT
                                DECEMBER 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 remained due to Spartan for unpaid license rights fees. During the
period ended December 31, 2004, the Company settled the remaining balance with
Spartan.

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

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

D. INCOME TAXES

No provision has been made for corporate income taxes on the parent company due
to cumulative losses incurred. The Company has available unrealized tax benefits
in the form of net operating loss ("NOL") carry-forwards of approximately
$13,430,000 for federal income tax purposes to reduce future taxable income. If
not utilized, the federal NOL's expire at various dates through 2023.

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.

                                      -10-


<PAGE>


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

E. 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 judgment that was filed against the
Company in connection with a note payable executed in 1999.

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

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

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

                                      -11-


<PAGE>


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


F. 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
equity funding if at least $2,000,000. The notes bear an interest rate of 10%
and the note holders received 22,500 warrants to purchase one share each of the
Company's common stock at $.20. In the event of a default the investors would
receive an additional 22,500 warrants with an exercisable price of $.10.

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

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

During the three months ended December 31, 2004 the Company accrued $18,794 of
interest on these notes.

G. SUBSEQUENT EVENTS

Effective December 29, 2004 the Company, Earthworks Entertainment, Inc. obtained
approximately $2.2 million; and in late January approximately $500,000,
available to the company in January 2005, to provide funding for the production
of the first thirteen episodes of its Z-Force animated children's television
series, whereby amounts are to be funded to the Company based upon production
schedules and milestones.

The funding was provided to Z-Force Enterprises, LLC, a subsidiary entity of the
Company, which holds the Company's interest in the Z-Force project; in exchange
for profit participation in the Z-Force entertainment property.

As a result the company's profit participation in the project went from 45% to
37%, while its interest in the licensing rights remained at 100%.

In connection with these investments the Company issued warrants to the
investors which give these investors the right to purchase 2,455,993 shares of
the Company's common stock at an exercise price of $.15 per share through
December of 2007.


                                      -12-


<PAGE>


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

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2004 VS. THREE MONTHS ENDED DECEMBER 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
$337,803 for the three months ended December 31, 2004 as compared to a loss of
$253,265 for the period December 31, 2003. This represents a loss per common
share of $(.006) for the three months ended December 31, 2004 on basic and
diluted shares outstanding of 62,518,617 as compared to a loss per common share
of $(.005) on basic and diluted shares outstanding of 48,653,390 for the period
December 31, 2003. The Company anticipates some revenue will be generated, none
of which occurred in the fourth quarter of calendar year 2004, from its current
production activities, in early 2005, as projects currently in production are
introduced into the marketplace.

Production expenses were $25,117 for the three months ended December 31, 2004
compared to $ 0 for the three months ended December 31, 2003. The increase in
production costs is attributable to the fact that the Company commenced
development of three episodes of its Z-Force property. The Company anticipates
that production expenses will increase considerably during the third and fourth
quarter of fiscal June 2005 to enable it to further develop its existing
properties and to develop future properties.

General and administrative expenses increased to $200,919 in the three months
ended December 31, 2004 from $194,351 for the three months ended December 31,
2003, or $6,568. The nominal increase in these costs relates to an increase in
other general corporate overhead, such as legal expenses and professional fees.
This increase in legal and professional expenses can be attributed to costs
related to the funding arrangements and joint venture agreements entered into by
the Company's LLC entity which hold's the Z-force property during the quarter.
These costs will grow as the Company's planned production of properties with
recent funding commitments is implemented.

Other operating expenses totaled $111,671 in the three months ended December 31,
2004 as compared to $52,365 for the three months ended December 31, 2003. The
Company recorded a settlement loss of $49,865 during the three months ended
December 31, 2003 compared to a loss on the extinguishments of notes $47,200
during the same period in 2004. Interest expense increased to $64,989, which
includes $40,341 of amortization of debt costs, for the three months ended
December 31, 2004 from $2,500 for the three months ended December 31, 2003. This
increase in interest expense can be attributed to the $800,000 in bridge notes
obtained during the latter portion of our prior fiscal year which ended
September 30, 2004.

                                      -13-


<PAGE>


CURRENT EVENTS

Effective December 29, 2004 the Company, Earthworks Entertainment, Inc.
[OTC:EWKE] - obtained approximately $2.2 million; and in late January
approximately $500,000, available to the company in January 2005, to provide
funding for the production of the first thirteen episodes of its Z-Force
animated children's television series, whereby amounts are to be funded to the
Company based upon production schedules and milestones.

The funding was provided to Z-Force Enterprises, LLC, a subsidiary entity of the
Company, which holds the Company's interest in the Z-Force project; in exchange
for profit participation in the Z-Force entertainment property.

As a result the company's profit participation in the project went from 45% to
37%, while its interest in the licensing rights remained at 100%.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

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

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

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


                                      -14-


<PAGE>


On June 15, 2003 the Company appointed Peter Keefe as the Company's President.
Management considered that Mr. Keefe's network of global contacts, associations
and affiliations in the children's and family entertainment and licensing
industries would connect the Company with a uniquely broad, and extremely
valuable, base of exciting revenue generating marketing opportunities. At that
time, the Company began to establish its current platform to launch properties
and products in the global television, home video/DVD and merchandise licensing
marketplace. The Company began marketing of the Nine Dog Christmas, Nine Dog
Night of Fright and Z-Force animated entertainment properties. On December 31,
2003, the Company's Board of Directors approved an agreement with Peter Keefe,
the Company's president, pursuant to a deal memorandum dated December 1, 2003,
which was intended to be binding and subject to definitive agreements. Effective
April 26, 2004, in exchange for the issuance of 10,000,000 restricted shares of
the Company's common stock valued at $2,000,000, Mr. Keefe executed an agreement
whereby the Company has acquired rights to certain properties which are
allocated as follows:


Rights Acquired                              Property Name         $ Allocation

Profit Participation Ownership                  Z-Force                 37%
(originally 45%)

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

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

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

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

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

 TOTAL NINE DOG $ ALLOCATION                    300,000

Total                                           $2,000,000


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


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


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


                                      -15-


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at December 31, 2004 was a deficit of $1,492,661.
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 $16,404,524 from inception April
1, 1998 through December 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. During the quarter
ended December 31,2004 the company, secured $800,000 in bridge financing, from
private investors, which will be primarily used for the expansion of the
Company's entertainment property holdings and to settle prior obligations. The
Company will now focus on the next phase of its financing initiative, which is
to further fund the production of its existing entertainment properties.

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

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

(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.

3. The Company obtained approximately $2.2 million from commitments effective
December 29, 2004; and in late January approximately $500,000, all of which is
available to the company in January 2005, to provide funding for the production
of the first thirteen episodes of its Z-Force animated children's television
series. The funding was provided to Z-Force Enterprises, LLC, a subsidiary
entity of the Company, which holds the Company's interest in the Z-Force
project; in exchange for profit participation in the Z-Force entertainment
property. As a result the company's profit participation in the project went
from 45% to 37% while its interest in the licensing rights remained at 100%.

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.


                                      -16-


<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.

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, 2004 that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.


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

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.

        A.      Exhibit 31.1a 31.2 32.1 32.2 - Officer Certifications

        B.      Form 8-K Regarding Event Dated December 29, 2004.

                                      -17-


<PAGE>


                                   SIGNATURES

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

                         Earthworks Entertainment, Inc.


Dated: February 17, 2005

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

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

NAME                               TITLE                      DATE

By: /s/ PETER KEEFE             CEO, President             February 17, 2005
   ------------------------
     Peter Keefe

By: /s/ WILLIAM H. CAMPBELL     Acting Chief Financial     February 17, 2005
    ------------------------    Officer, Corporate
     William H. Campbell        Secretary, Director


By: /s/ GARY GOODELL            Director                   February 17, 2005
    -----------------------
     Gary Goodell
















                                      -18-