<PAGE>

         To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission _________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ECONTENT, INC.
               [Exact Name of Issuer as Specified in its Charter]

Commission File Number: _______

     Delaware                               23-2442288
   [State of Incorporation]        [IRS Employer Ident. No.]

 105 South Narcissus Avenue, West Palm Beach, Florida 33401 Tel: (561) 791-1380
          [Address of Principal Place of Business and Executive Office]

NON INCENTIVE STOCK OPTION AGREEMENT
                             [Full Name of The Plan]

Mr. John Sgarlat, The Citizens Building, 105 S. Narcissus Avenue, Suite 701,
West Palm Beach, Florida 33401

                     [Name and Address of Agent for Service]
                        Copy to: Kogan & Taubman, L.L.C.
         39 Broadway, Suite 2250 New York, NY 10006 Tel:(212) 425-8200

Approximate date of commencement of proposed sale to the public:
As soon as possible after the Registration Statement is effective.

                         CALCULATION OF REGISTRATION FEE
Title of                 Amount being     Proposed      Proposed    Amount of
Securities               Registered       Maximum       Maximum     Registration
being                                     Offering      Aggregate   Fee
Registered                                Price         Offering
                                          Per Share     Price(1)
Common Stock, par
value $0.08               500,000          $0.20        $ 100,000    $ 100.00
                                                                     --------
Total Fee                                                            $ 100.00
-----------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the Registration Fee.


<PAGE>


PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.

         Registrant (sometimes referred to herein as the "Company") has entered
into a Non-Incentive Stock Option Agreement (the "Stock Option Agreement") with
Robert Marty ("Marty" or "Consultant"), dated November 26, 1999.

         Pursuant to the Consulting Agreement, Marty has engaged in providing
services to the Company relating to advice as to the Company's business
objectives and assisting the Company to identify potential retail distribution
channels for the Company's licensed products. Marty has NOT AND WILL NOT arrange
financing that involves any securities issuance nor has Consultant promoted or
maintained a market for the Company's securities.

         As compensation for the services provided, the Company provided Marty
with certain options to purchase up to an aggregate of 500,000 shares of the
Company's Common Stock at a price of $0.20 per share (the "Price") at any time
during the ten years (10) year period commencing on November 26, 1999, and
ending November 26, 2009.

         With respect to the shares of common stock underlying the 500,000
options exercised by Marty thereunder, the Company is obligated to prepare and
file this Registration Statement on Form S-8 within a reasonable time following
the issuance of the options.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Registrant shall provide the Consultant, without charge, upon his
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. Registrant shall also provide to
Consultant, without charge upon his oral or written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). All
such requests shall be directed to Registrant at Registrant's offices located at
105 South Narcissus Avenue, Suite 701, West Palm Beach, Florida 33401.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are incorporated by reference:

         (a) Registrant's Annual Report on Form 10-KSB for the period ended
         December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, which contain, either directly or by
         incorporation by reference, certified financial statements for the
         Company's latest fiscal year for which such statements have been filed;

<PAGE>

         (b) All other reports, including but not limited to Quarterly Reports
         on Form 10-QSB and Current Reports on Form 8-K, filed by Registrant
         pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) All reports subsequently filed by the Company pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
         a post-effective amendment which indicates that all securities offered
         have been sold or which de-registers all securities then remaining
         unsold, shall be deemed to be incorporated herein by reference and to
         be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         The authorized capital stock of the Company consists of 50,000,000
Shares of common stock, par value $0.08 per Share and 1,000,000 shares of
Preferred Stock, par value $10.00 per share.

a.       Common Stock

         The holders of common stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share, on all matters which shareholders may vote
at all meetings of shareholders.

         Since its inception, the Company has not paid any cash dividend on its
Common Stock and does anticipate that it will pay cash dividends in the
foreseeable future.

b.       Preferred Stock

         The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of Preferred Stock, $10.00 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification of
Preferred Stock.

<PAGE>

         Registrant is registering hereunder 500,000 shares of its authorized,
but unissued common stock which are intended to be issued upon the exercise of
the 500,000 options discussed herein above. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Registration Statement, when issued, will also be
fully paid for and non-assessable.

Item 5.  Interest of Named Experts and Counsel.

                  Not Applicable.

Item 6.  Indemnification of Officers and Directors.

         Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:

Exhibit No.                              Title

         1.       Opinion of Kogan & Taubman, L.L.C. regarding the
                  legality of the securities registered.

         2.       Consulting Agreement

         3.       Non Incentive Stock Option Agreement

         4.       Consent of Kogan & Taubman, L.L.C., counsel to Registrant, to
                  the use of its opinion with respect to the legality of the
                  securities being registered hereby - included in Exhibit 1.


<PAGE>

Item 9.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

         a.  Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement to:

                  (i)   include any prospectus required by Section 10(a)(3) of
                        the Securities Act;

                  (ii)  reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represents a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                  (iii) include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement.

         Provided, however, that Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.

2)       That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment to the Registration Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of New York, State of New York on the 6th day of December
1999


                                  EContent Inc.,(Registrant)


                                  By:  /s/ John Sgarlat
                                       ---------------------------------------
                                       John Sgarlat
                                       Chief Executive Officer


Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.

         Signatures                            Title             Date

/s/
----------------------------       Chief Executive Officer     February 9, 2000
John Sgarlat

/s/
----------------------------       Executive Vice              February  9, 2000
William Campbell                   President
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14356}]
{"company-data": {"conformed-name": "ECONTENT INC", "cik": "0000820789", "assigned-sic": "7011", "irs-number": "232442288", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30020", "film-number": "530735"}, "business-address": {"street1": "20505 US 19N #12-283", "city": "CLEARWATER", "state": "FL", "zip": "34624", "phone": "7274414442"}, "mail-address": {"street1": "20505 US 19 NORTH", "street2": "# 12-283", "city": "CLEARWATER", "state": "FL", "zip": "34624"}, "former-company": [{"former-conformed-name": "MEDIA VISION PRODUCTIONS INC", "date-changed": "19990820"}, {"former-conformed-name": "GULFSTAR INDUSTRIES INC", "date-changed": "19960129"}, {"former-conformed-name": "TIER ENVIRONMENTAL SERVICES INC", "date-changed": "19941020"}]}
To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission _________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ECONTENT, INC.
               [Exact Name of Issuer as Specified in its Charter]

Commission File Number: _______

     Delaware                               23-2442288
   [State of Incorporation]        [IRS Employer Ident. No.]

 105 South Narcissus Avenue, West Palm Beach, Florida 33401 Tel: (561) 791-1380
          [Address of Principal Place of Business and Executive Office]

NON INCENTIVE STOCK OPTION AGREEMENT
                             [Full Name of The Plan]

Mr. John Sgarlat, The Citizens Building, 105 S. Narcissus Avenue, Suite 701,
West Palm Beach, Florida 33401

                     [Name and Address of Agent for Service]
                        Copy to: Kogan & Taubman, L.L.C.
         39 Broadway, Suite 2250 New York, NY 10006 Tel:(212) 425-8200

Approximate date of commencement of proposed sale to the public:
As soon as possible after the Registration Statement is effective.

                         CALCULATION OF REGISTRATION FEE
Title of                 Amount being     Proposed      Proposed    Amount of
Securities               Registered       Maximum       Maximum     Registration
being                                     Offering      Aggregate   Fee
Registered                                Price         Offering
                                          Per Share     Price(1)
Common Stock, par
value $0.08               500,000          $0.20        $ 100,000    $ 100.00
                                                                     --------
Total Fee                                                            $ 100.00
-----------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the Registration Fee.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.

         Registrant (sometimes referred to herein as the "Company") has entered
into a Non-Incentive Stock Option Agreement (the "Stock Option Agreement") with
Robert Marty ("Marty" or "Consultant"), dated November 26, 1999.

         Pursuant to the Consulting Agreement, Marty has engaged in providing
services to the Company relating to advice as to the Company's business
objectives and assisting the Company to identify potential retail distribution
channels for the Company's licensed products. Marty has NOT AND WILL NOT arrange
financing that involves any securities issuance nor has Consultant promoted or
maintained a market for the Company's securities.

         As compensation for the services provided, the Company provided Marty
with certain options to purchase up to an aggregate of 500,000 shares of the
Company's Common Stock at a price of $0.20 per share (the "Price") at any time
during the ten years (10) year period commencing on November 26, 1999, and
ending November 26, 2009.

         With respect to the shares of common stock underlying the 500,000
options exercised by Marty thereunder, the Company is obligated to prepare and
file this Registration Statement on Form S-8 within a reasonable time following
the issuance of the options.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Registrant shall provide the Consultant, without charge, upon his
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. Registrant shall also provide to
Consultant, without charge upon his oral or written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). All
such requests shall be directed to Registrant at Registrant's offices located at
105 South Narcissus Avenue, Suite 701, West Palm Beach, Florida 33401.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission are incorporated by reference:

         (a) Registrant's Annual Report on Form 10-KSB for the period ended
         December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, which contain, either directly or by
         incorporation by reference, certified financial statements for the
         Company's latest fiscal year for which such statements have been filed;
(b) All other reports, including but not limited to Quarterly Reports
         on Form 10-QSB and Current Reports on Form 8-K, filed by Registrant
         pursuant to Section 13(a) or 15(d) of the Exchange Act;

         (c) All reports subsequently filed by the Company pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
         a post-effective amendment which indicates that all securities offered
         have been sold or which de-registers all securities then remaining
         unsold, shall be deemed to be incorporated herein by reference and to
         be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         The authorized capital stock of the Company consists of 50,000,000
Shares of common stock, par value $0.08 per Share and 1,000,000 shares of
Preferred Stock, par value $10.00 per share.

a.       Common Stock

         The holders of common stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share, on all matters which shareholders may vote
at all meetings of shareholders.

         Since its inception, the Company has not paid any cash dividend on its
Common Stock and does anticipate that it will pay cash dividends in the
foreseeable future.

b.       Preferred Stock

         The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of Preferred Stock, $10.00 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification of
Preferred Stock.
Registrant is registering hereunder 500,000 shares of its authorized,
but unissued common stock which are intended to be issued upon the exercise of
the 500,000 options discussed herein above. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Registration Statement, when issued, will also be
fully paid for and non-assessable.

Item 5.  Interest of Named Experts and Counsel.

                  Not Applicable.

Item 6.  Indemnification of Officers and Directors.

         Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.

Item 7.  Exemption From Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:

Exhibit No.                              Title

         1.       Opinion of Kogan & Taubman, L.L.C. regarding the
                  legality of the securities registered.

         2.       Consulting Agreement

         3.       Non Incentive Stock Option Agreement

         4.       Consent of Kogan & Taubman, L.L.C., counsel to Registrant, to
                  the use of its opinion with respect to the legality of the
                  securities being registered hereby - included in Exhibit 1.
Item 9.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.

         a.  Registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement to:

                  (i)   include any prospectus required by Section 10(a)(3) of
                        the Securities Act;

                  (ii)  reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represents a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                  (iii) include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement.

         Provided, however, that Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.

2)       That, for the purpose of determining any liability under the Securities
         Act, each post-effective amendment to the Registration Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of New York, State of New York on the 6th day of December
1999

                                  EContent Inc.,(Registrant)

                                  By:  /s/ John Sgarlat
                                       ---------------------------------------
                                       John Sgarlat
                                       Chief Executive Officer

Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.

         Signatures                            Title             Date

/s/
----------------------------       Chief Executive Officer     February 9, 2000
John Sgarlat

/s/
----------------------------       Executive Vice              February  9, 2000
William Campbell                   President