AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON OCTOBER 02, 2001
                                                Registration Number: 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            F2 BROADCAST NETWORK INC.
             (Exact name of registrant as specified in its charter)


          Nevada                                        84-0974303
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


              6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309
               (Address of Principal Executive Offices) (Zip Code)

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001H

                           (Full titles of the plans)

                    Howard B. Stern, Chief Executive Officer
                            F2 Broadcast Network Inc.
                           6245 NW 9th Ave, Suite 102
                          Ft. Lauderdale, Florida 33309
                     (Name and address of agent for service)

                                 (954) 736-1800
          (Telephone number, including area code, of agent for service)




<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
<S>                                 <C>                         <C>                  <C>                     <C>
      Common Stock,                 3,000,000                   $0.05                $150,000                $37.50
     $.008 par value
========================== ============================= ===================== ====================== ======================
</TABLE>


(1)      Consists of 3,00,000 shares issuable pursuant to the Company's
         Compensation Plan - 2001H(the "Stock Plan").

(2)      The Proposed Maximum Aggregate Offering Price was calculated pursuant
         to Rule 457(h) using the average of the high and low reported sales
         prices of the Company's common stock on the OTC Bulletin Board on
         October 1, 2001 is within five business days of the date of filing
         of this Registration Statement because options and shares have not yet
         been granted under the Stock Plan.













                                       2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        This registration statement relates to two separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by reference
pursuant to Item 3 of Part II of this Form S-8, constitute the first prospectus
relating to issuances to our employees, consultants and others of up to
3,000,000 shares of common stock pursuant to our Compensation Plan - 2001H (the
"Stock Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1). The second prospectus, referred to as the
reoffer prospectus, relates to the reoffer or resale of any shares that are
deemed to be control securities or restricted securities under the Securities
Act of 1933.

                                   PROSPECTUS

Item 1.  Plan Information

                             STOCK PLAN INFORMATION

         We established the Stock Plan effective August 28, 2001 to provide us
with flexibility and to conserve our cash resources in compensating certain of
our technical, administrative and professional employees and consultants and to
supplement prior stock option plans. The issuance of shares under the Stock Plan
is restricted to persons and firms who are closely-related to us and who provide
services in connection with the development and production of our products and
services or otherwise in connection with our business. The Stock Plan authorizes
us to issue up to 3,000,000 shares of our common stock. Shares must be issued
only for bona fide services and may not be issued under the Stock Plan for
services in connection with the offer and sale of securities in a
capital-raising or capital promoting transaction. Shares are awarded under the
Stock Plan pursuant to individually negotiated compensation contracts as
determined and/or approved by the Stock Plan committee. The eligible
participants include directors, officers, employees and non-employee consultants
and advisors. There is no limit as to the number of shares that may be awarded
under the Stock Plan to a single participant. We anticipate that a substantial
portion of the shares to be issued under the Stock Plan will be issued as
compensation to our technical consultants, attorneys, and advisors who provide
development services in the development and testing of our various products and
services.

         The Stock Plan does not require restrictions on the transferability of
shares issued thereunder. However, such shares may be restricted as a condition
to their issuance where the Board Of Directors deems such restrictions
appropriate. The Stock Plan is not subject to the Employee Retirement Income
Securities Act of 1974 ("ERISA"). Shares awarded under the Stock Plan are
intended to be fully taxable to the recipient as earned income.

         We will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. These documents are incorporated by reference in the Section 10(a)
prospectus. We will also provide without charge, upon written or oral request,
all other documents required to be delivered to recipients pursuant to Rule
428(b). Any and all such requests shall be directed to the Company at its
principal office at 6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309,
attention: Chief Executive Officer.


                                       3
<PAGE>
         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of the common stock issuable under the terms of the Stock Plan
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date hereof.

              Our principal offices are located at 6245 NW 9th Ave, Suite 102,
Ft. Lauderdale, FL 33309; telephone (954) 736-1800.

         THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.


















                                       4
<PAGE>
                               REOFFER PROSPECTUS


                            F2 BROADCAST NETWORK INC.
                        3,000,000 Shares Of Common Stock

         This prospectus relates to the transfer of up to 3,000,000 shares of
common stock of F2 Broadcast Network Inc. by the selling stockholders identified
in this prospectus. The shares will be acquired by the selling stockholders
pursuant to grants of stock and options under our Compensation Plan - 2001H (the
"Stock Plan").

         The selling stockholders have not entered into any underwriting
arrangements. The prices for the shares that may be sold pursuant to this
prospectus may be the market prices prevailing at the time of transfer, prices
related to the prevailing market prices, or negotiated prices. Brokerage fees or
commissions may be paid by the selling stockholders in connection with sales of
our shares. We will not receive any of the proceeds from the sale of these
shares. We may, however, receive proceeds from the exercise, if any, of options
to purchase shares of common stock that may be granted under the Stock Plan.

         Our common stock is quoted on the OTC Bulletin Board under the symbol
"FTWB". On September 21, 2001, the closing price of the common stock was $0.050
per share.

         Investing in our shares involves certain risks. See the "Risk Factors"
section beginning on page 9.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

               The date of this prospectus is October 2, 2001.












                                       5
<PAGE>
                                TABLE OF CONTENTS



                                                                       Page

PROSPECTUS SUMMARY                                                       7


RISK FACTORS                                                             9


THE COMPANY                                                              12


PROSPECTIVE SELLING STOCKHOLDERS                                         12


PLAN OF DISTRIBUTION                                                     13


LEGAL MATTERS                                                            13


EXPERTS                                                                  13


INDEMNIFICATION                                                          13


AVAILABLE INFORMATION                                                    14


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                          14









                                       6
<PAGE>
                               PROSPECTUS SUMMARY

         The following summary highlights information contained in this
prospectus. In addition to reviewing this summary, you should read this entire
prospectus carefully, including the "Risk Factors" section. All Information
included in this prospectus, and incorporated by reference into this prospectus,
should be considered before investing in the common stock.

The Company

         On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding Corp. We
were originally incorporated under the laws of Colorado on January 17, 1985. On
December 27, 2000, our stockholders approved a name change from "First
Entertainment Holding Corp." to "F2 Broadcast Network Inc." On that date the
stockholders also approved increasing our authorized common stock to 21,500,000
shares. The name change and increased capitalization became effective January 4,
2001, when we filed Articles Of Amendment to the Company's Articles Of
Incorporation with the Nevada Secretary Of State.

         The name change was undertaken so that the new name matched the new
focus for our Company. Beginning in late 2000, we have focused on attempting to
create a new Internet video production package that may enable businesses to
affordably showcase products, services, sports and entertainment events over the
Internet. It is intended that this video production package, which is the
current primary focus of the Company, will utilize high-speed broadband
streaming technology including, potentially, satellite bandwidth transmission
technologies to deliver company-created video products over the Internet. Our
website is located at www.F2Network.com.

         In December 2000, we entered into a letter of intent to sell all the
assets related to our radio business to Legend Communications of Wyoming, LLC.
("Legend"). These assets include the Gillette, Wyoming radio station and all the
tangible and intangible assets related to that station. Subject to entering into
a definitive agreement and other conditions, Legend has agreed to pay
approximately $1,300,000 in cash and a 5-year note receivable for $557,000,
payable in quarterly installments of $25,000, for these assets. The purchase
price will be reduced by the amount of liens, mortgages and other encumbrances
against the radio station. On April 6, 2001, an Asset Purchase Agreement was
executed by Legend and Quality Communications, Inc. On June 1, 2001 the Federal
Communications Commission granted its approval. This sale was closed and funded
on June 29, 2001.

         In  December  2000,  we  entered  into a letter of intent to sell all
the stock and assets related to our live  entertainment  operations to an entity
to be owned by the manager of the comedy club and one of the Company's  contract
consultants.  These  assets  include the 80% of the  outstanding  stock of First
Films,  Inc.  owned by the Company and all the  tangible and  intangible  assets
related to Comedy  Works,  Inc. and Comedy Core,  Inc.  Comedy  Works,  Inc. and
Comedy Core, Inc. are wholly-owned by First Films, Inc. This sale was closed and
funded on July 27, 2001.

         We are sold these assets to obtain working capital to pay existing
obligations and to concentrate on our core competency: Internet video
production, hosting and delivery. We have used the net proceeds from the sale of
the Company's Radio and Live Entertainment assets to pay certain outstanding
debt obligations, to satisfy liens filed by the Internal Revenue Service ("IRS")
in the amount of $291,893 and additional amounts due the IRS for which liens
have not yet been filed, and to pay certain of the Company's current and past
due accounts payable.

         At the present time, we need additional funding to execute our Internet
video production business plan.


                                       7
<PAGE>
         On December 27, 2000, at a meeting duly called for the purpose, the
holders of a majority of the issued and outstanding shares of the Company's
common stock entitled to vote on the matter approved a reverse stock split of
the Company's issued and outstanding common stock in a range of 1 for 10, the
ratio and effective time of which was to be determined by the Board of Directors
in their discretion.

         On June 6, 2001, the Board of Directors unanimously adopted a
resolution setting May 29, 2001 as the record date (the "First Record Date") to
affect the 1 for 10 reverse stock split as approved by the Company's
shareholders on December 27, 2000. Any fractional share which would otherwise be
issuable upon such reverse split shall be rounded up to the next whole share.

         On June 6, 2001, the Board of Directors, pursuant to the authority
granted it under Section 78.207 of the Nevada Revised Statutes, unanimously
adopted a resolution setting May 29, 2001 as the record date (the "Second Record
Date") to effect a decrease in the number of authorized common shares at the
rate of 1 for 20 and to correspondingly effect a decrease in the number of
issued and outstanding shares of common stock at the rate of 1 for 20. Any
fractional share which would otherwise be issuable upon such reverse split shall
be rounded up to the next whole share.

         On May 31, 2001, our trading symbol was changed from "FBNI" to "FTWB"
as a result of this reverse stock split.

The Offering

         The selling stockholders may sell a total of up to 3,000,000 shares of
common stock. The selling stockholders pursuant to our Stock Plan will acquire
the shares.

         The shares may be sold at market prices or other negotiated prices. The
selling stockholders have not entered into any underwriting arrangements for the
sale of the shares.

         We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling stockholders and
subsequently exercised, we will use the proceeds from those exercises for
general and administrative expenses and working capital.

Name Change and Increased Capitalization

         On December 27, 2000, our stockholders approved changing the name of
our company from "First Entertainment Holding Corp." to "F2 Broadcast Network
Inc." On that date the stockholders also approved increasing our authorized
common stock to 250,000,000 shares. The name change and increased capitalization
became effective January 4, 2001, when we filed Articles Of Amendment to our
Articles Of Incorporation with the Nevada Secretary Of State.

Company Offices

         Our offices are located at 6245 NW 9th Ave, Suite 102, Ft. Lauderdale,
FL 33309; telephone (954) 736-1800


                                       8
<PAGE>
                                  RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE OTHER
INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

         The independent certified public accountants' report on our financial
statements contains an explanatory paragraph, which, in general, indicates that
we have suffered recurring losses from operations, have a working capital
deficiency and have defaulted on a substantial portion of our debt. These
conditions raise substantial doubt about our ability to continue in business.
Our plans to address this issue include selling certain of its assets, continued
attempts at equity financing in the U.S. and/or international markets,
restructuring of its debt obligations, and/or undertaking mergers or
acquisitions to improve market share or operational synergies and improving
efficiency of operations. On July 31, 2001, the Company sold all of its radio
station assets that neted cash receipts (after payment of related debt) of
approximately $ 800,000, and a note receivable of $557,000. The Company has also
sold all of its Live Entertainment net assets, which resulted in cash proceeds
to the Company of approximately $300,000. The Company used the net proceeds from
the sale of the radio and live entertainment assets to pay outstanding debt
obligations, the IRS lien amounts, and certain other current and past due
accounts payable. The financial statements do not include any adjustments that
might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

         Profits, if any, from the businesses in which we currently engage are
dependent on widespread public acceptance of, and interest in, each creative
project undertaken by our various segments. Audience appeal depends upon factors
that cannot be ascertained reliably in advance and over which we may have no
control, including, among other things, unpredictable critical review,
positioning in the market and changeable public tastes. Due to factors such as
the unpredictability of audience appeal, many of our completed projects may fail
to generate sufficient revenues to recover their costs of acquisition,
development, production and distribution. We may not recoup all or any portion
of our investment in a particular project, and cannot guarantee that any project
will yield us profits. In addition, the sale of our Gillette, Wyoming radio
station and of our interest in a Denver, Colorado comedy club has been completed
as described below in "The Company", therefore 0we no longer will have any
revenues or cash flow resulting from the operation of those assets. All revenue
and cash flow, if any, will be dependent upon the success of our existing and
contemplated Internet video production operations. To date, negligible revenues
and cash flows have resulted from our video production operations, and no
profits are attributable to those operations.

The inability to protect our property rights could hurt our business.

         In the past we have developed our own Internet content and products and
have entered into license agreements with respect to other Internet products. We
currently are focusing on video production for sale to our customers for
streaming over the Internet. In carrying out our current operations, we also
utilize technology that we license from others. We cannot guarantee that these
license rights will provide us with significant protection from competitors.
Property rights protection generally is uncertain, and involves complex legal
and factual questions. To date, there has emerged no consistent policy regarding
the breadth of claims allowed in connection with such property rights
protection. Therefore, we cannot assure that any rights licensed to us will
afford protection against competitors with similar technologies and that we will
have the financial resources necessary to enforce our property rights.



                                       9
<PAGE>
         In addition, even though we have licenses, under the terms of our
license agreements, we generally are responsible for protecting the intellectual
property rights subject to these agreements. Challenges may be instituted by
third parties as to the validity, enforceability and infringement of the rights.
The out of pocket costs, as well as the lost time of management, associated with
litigation to defend any challenge to uphold the validity and enforceability and
prevent infringement of our licensed rights can be substantial. We may also be
required to obtain additional licenses from others if we determine to refine
existing property and to develop and market new products. We may not be able to
obtain any such licenses on commercially reasonable terms or at all. In
addition, there is no assurance that the rights granted pursuant to any licenses
will be valid and enforceable. As a result of these possible factors, we may
incur substantial expenses to protect property rights. This would result in
increased losses or reduced profits and also distract management from pursuing
more productive activities for us.

We need additional funding to sustain our operations.

         In order to continue to pursue our business plans fully, we will need
additional funding. We do not have a steady source of revenue to provide funding
to sustain operations. The availability of a reliable source of sufficient
revenue to sustain our operations is beyond our control. If we do not obtain
additional funding, we may have to cut back or cease our businesses, leading to
additional losses and decreased stock prices.

Intense competition could adversely impact our business.

         The Internet-related video production business in which we operate and
intend to operate is characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies. As new technologies develop, we may be placed at a competitive
disadvantage, and competitive pressures may force us to implement those new
technologies at a substantial cost. If other companies implement new
technologies before us, those companies may be able to provide enhanced
capabilities and superior quality compared with what we are able to provide. We
cannot ascertain that we will be able to respond to these competitive pressures
and implement new technologies on a timely basis or at an acceptable cost. This
could attract our customers to competitors, reducing our revenues. The
possibility of increased costs to keep up with technological advancements and
reduced revenues if customers depart would lead to increased losses or reduced
profits.

Limited liquidity in our common stock makes resales difficult.

         There may be no ready market for our shares and an investor cannot
expect to liquidate his investment regardless of the necessity of doing so.
Historically, there has been an extremely limited public market for our shares.
We cannot predict that the market will be sustained or will expand. The prices
of our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so. This could have an
adverse effect on developing and sustaining the market for our shares. In
addition, there is no assurance that an investor will be in a position to borrow
funds using our shares as collateral because lenders may require a more liquid
form of security.

Sale of Revenue Producing Assets.

         We have sold our Live Entertainment and Radio Divisions which are a
large part of our current revenues. This has left the Internet Division which
has not yet produced sufficient revenues to sustain operations.


                                       10
<PAGE>
Penny stock regulations limit the liquidity of our stock.

         The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks". Generally, penny stocks are
equity securities with a price of less than $5.00 (other than securities
registered on some national securities exchanges or quoted on the Nasdaq
system). If our shares are traded for less than $5 per share, as they currently
are, the shares will be subject to the SEC's penny stock rules unless (1) our
net tangible assets exceed $9,500,000 during our first three years of continuous
operations or $2,000,000 after our first three years of continuous operations;
or (2) we have had average revenue of at least $6,000,000 for the last three
years. We do not meet these requirements. As a result, market transactions in
our shares are subject to the penny stock rules. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prescribed by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As long as our shares are subject to the penny
stock rules, the holders of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

This prospectus and the documents incorporated by reference into this prospectus
contain forward-looking statements. These statements include:

o        our growth strategies,
o        our products and planned products,
o        the need for additional financing,
o        the need for and uncertainty with respect to necessary  regulatory
         clearances, and
o        commercial acceptance of our products and planned products, and our
         ability to successfully commercialize our products and to achieve
         profitability in general.

     These forward-looking statements are based largely on our expectations and
are subject to a number of risks and uncertainties, some of which are beyond our
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described in this prospectus, including
the "Risk Factors" section. These factors include regulatory, financial, market
or general economic influences. In light of these risks and uncertainties, there
can be no assurance that the forward-looking statements contained in this
prospectus will in fact transpire or prove to be accurate.

                                       11
<PAGE>
                                   THE COMPANY

         We were originally incorporated under the laws of Colorado on January
17, 1985. On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding Corp. On
January 4, 2001, we changed our name to "F2 Broadcast Network Inc."

         Initially, our business consisted of the production of pre-recorded
travel guides and special interest videos. In 1987, we entered the radio
broadcasting business by acquiring Quality Communications, Inc., a Wyoming
corporation pursuant to which we operate the radio segment of our business. In
1992, we acquired a controlling interest in First Films, Inc. ("First Films"), a
Colorado corporation, under which our live entertainment operations currently
are undertaken and under which our film production activities previously were
undertaken. Beginning in 1999, we attempted to develop relationships with
Internet content providers, advertisers and gaming companies in an attempt to
create an Internet site with links to entertainment and gaming content and to
provide Internet site development to other parties. Beginning in November 2000,
we have focused on attempting to create a new Internet video production package
that may enable businesses to affordably showcase products, services, sports and
entertainment events over the Internet. It is intended that this video
production package, which is the current primary focus of the Company, will
utilize high-speed broadband streaming technology including, potentially,
satellite bandwidth transmission technologies to deliver company-created video
products over the Internet. We have developed a pricing model for these services
that includes streaming, editing, encoding and archiving video content for
entertainment, corporate, sports and other events. Our website is located at
www.F2Network.com.

         To fund our evolving Internet business model, we need additional
funding. We currently have attempted to obtain this funding by selling our
interest in a Denver, Colorado comedy club and our Gillette, Wyoming radio
station. Both of these sales have been completed. For further information,
please refer to the January 8, 2001 Current Report on Form 8-K, which is
incorporated into this prospectus by reference. See below, "Incorporation Of
Certain Documents By Reference."

         This prospectus relates to the resale of shares which may be acquired
by our employees or consultants pursuant to the Stock Plan, or that may be
acquired by employees or consultants upon exercise of options that may be
granted under the Stock Plan.

                        PROSPECTIVE SELLING STOCKHOLDERS

         There are an aggregate of 3,000,000 shares of common stock reserved for
issuance under the Stock Plan. The shares are covered by a registration
statement on Form S-8 that we filed with the SEC on the date of this prospectus.
This prospectus is a part of that registration statement.

         As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan. This prospectus covers the resale of up to
450,000 shares that may be issued in the future to our directors and officers
through grants under the Stock Plan and upon the exercise of options granted
under the Stock Plan.

         On August 28, 2001, a total of 6,423,682 shares of our common stock
were issued and outstanding. The following table sets forth the name and
position of each prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock owned as
of the date of this prospectus, including shares which may be acquired pursuant
to the exercise of outstanding options; the number of shares covered by this
prospectus; and the number of shares and the percentage of all outstanding
shares owned assuming the sale of all the shares covered by this prospectus.




                                       12
<PAGE>

                                                             Shares   Percentage
                                     Shares Owned            Owned     Of Class
                                       Prior To    Shares    After      After
Name              Position             Offering   Offered   Offering   Offering
================================================================================

Don Edwards       Director             249,184    150,000    99,184       1.5%


Howard Stern      Chief Executive      771,323    300,000   471,323       7.0%
                  Officer, President,
                  Secretary,
                  Treasurer and
                  Director



                              PLAN OF DISTRIBUTION

         The 3,000,000 shares covered by this prospectus will be offered, if at
all, by certain of our stockholders, and not by us. If any of these shares are
sold by a prospective selling stockholder, they will be sold on behalf of that
person and we anticipate that the shares may be offered pursuant to direct sales
to private persons and in open market transactions. The prospective selling
stockholders may offer the shares to or through registered broker-dealers who
will be paid standard commissions or discounts by the prospective selling
stockholders. The prospective selling stockholders have not informed us of any
agreements with brokers to sell any or all of the shares which may be offered
hereby.

                                  LEGAL MATTERS

         Atlas Pearlman,  P.A. Ft. Lauderdale,  Florida,  has acted as our
counsel in connection with this offering and has rendered an opinion  concerning
the validity of our shares offered by this prospectus.

                                     EXPERTS

         The audited financial statements appearing in our Annual Report on Form
10-KSB for the year ended December 31, 2000 have been audited by Gordon, Hughes
& Banks, LLP, independent certified public accountants. These financial
statements are incorporated into this prospectus by reference in reliance upon
the report of the accountants included with the financial statements and up on
the authority of the accountants as experts in auditing and accounting.

                                 INDEMNIFICATION

         Section 78.7502(3) of the Nevada General Corporation Law (the "Nevada
Code") provides for mandatory indemnification by a corporation of expenses,
including attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or officer, so
long as he was successful, on the merits or otherwise, in defense of a
proceeding.

         In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation (a
"Derivative Action"), because of his status as a director, officer, employee or
agent of a corporation if "he acted in good faith and in a manner which he

                                       13
<PAGE>
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."

         In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.

         Our articles of incorporation provide that directors and officers shall
be indemnified to the full extent permitted by the Nevada Code. Our bylaws
provide that no director or officer shall be liable to us for his acts or
omissions resulting in a loss to us, except in cases where the act or omission
resulted from his willful misconduct, willful neglect or gross negligence. The
bylaws also provide that we may purchase and maintain liability insurance on
behalf of any director, officer, employee or agent regardless of whether he may
be indemnified pursuant to other provisions of the bylaws.

                              AVAILABLE INFORMATION

         This prospectus is part of the Registration Statement on Form S-8,
together with all amendments and exhibits, under the Securities Act of 1933 that
we filed with the SEC. The Registration Statement contains information that is
not included in this prospectus.

         Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and, in each instance,
reference is made to the copy of the particular contract or document filed as an
exhibit to the registration statement. Each statement concerning a document that
is filed as an exhibit is qualified in all respects by reference to the copy of
the document filed as an exhibit. For further information with respect to our
business, please refer to the registration statement.

         In accordance with the requirements of the Securities Exchange Act of
1934, as amended, we file reports, proxy statements and other information with
the SEC. These reports, proxy statements and other information can be read and
copied at the Public Reference Room maintained by the SEC at the following
addresses:

o        450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o        500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o        7 World Trade Center, New York, New York 10048

         Copies of these materials also can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information concerning the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
materials we file electronically with the SEC are available at the SEC's
Internet web site at http://www.sec.gov.


                                       14
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents that previously were, or are required in the
future to be, filed with the SEC (File No. 0-15435) pursuant to the Exchange Act
are incorporated herein by reference:

o    Our Annual Report on Form 10-KSB for the year ended December 31, 2000;

o    Our Current Reports on Form 8-K filed with the SEC on each of July 16,
     2001, June 5, 2001, June 6, 2001, February 23, 2001, January 22, 2001,
     January 8, 2001, December 28, 2000, December 21, 2000, November 7, 2000,
     September 18, 2000 and August 24, 2000;

o    The description of our common stock contained in our registration statement
     on Form 8-A/1A as filed with the SEC on February 26, 2001; and

o    All documents filed by us pursuant to Sections  13(a),  13(c), 14 or 15 (d)
     of the Exchange Act subsequent to the date of this prospectus and prior to
     the termination of the offering made hereby.

Any statement contained in a document incorporated by reference into this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that such statement is modified or replaced by a
statement contained in this prospectus or in any other subsequently filed
document that also is or is deemed to be incorporated by reference into this
prospectus. Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this prospectus. We
will provide without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a copy of
any or all of the documents referred to above that have been or may be
incorporated in this prospectus by reference, other than exhibits to such
documents. Written or oral requests for such copies should be directed to Howard
B. Stern, Chief Executive Officer, F2Broadcast Network Inc., 6245 NW 9th Ave,
Suite 102, Ft. Lauderdale, Florida 33309, telephone (954) 736-1200.








                                       15
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

         The documents listed in (i) through (iv) below are incorporated by
reference in the registration statement. All documents subsequently filed by the
Registrant 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 deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of the filing of
such documents.

         (i)      the Company's Annual Report on Form 10-KSB for the year ended
                  December 31, 2000;

         (ii)     on Form 8-K filed with the SEC on each of July 16, 2001, June
                  5, 2001, June 6, 2001, February 23, 2001, February 1, 2001,
                  January 22, 2001, January 8, 2001,December 28, 2000, December
                  21, 2000, November 7, 2000, September18, 2000 and August 24,
                  2000;

         (iii)    the description of the Company's common stock contained in the
                  Company's registration statement on Form 8-A/1A as filed with
                  the SEC on February 26, 2001; and

         (iv)     all documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
                  of this prospectus and prior to the termination of the
                  offering made hereby.

Item 4. Description Of Securities.

     Not Applicable.

Item 5. Interest Of Named Experts And Counsel.

     Not Applicable.

Item 6. Indemnification Of Officers And Directors.

         Section 78.7502(3) of the Nevada General Corporation Law provides for
mandatory indemnification by a corporation of expenses, including attorneys'
fees, incurred by a director or officer in connection with any proceeding
brought by reason of his position as a director or officer, so long as he was
successful, on the merits or otherwise, in defense of a proceeding.

         In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation, because
of his status as a director, officer, employee or agent of a corporation if "he
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful."

                                       16
<PAGE>
         In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.

         The Company's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by the Nevada Code.
The Company's bylaws provide that no director or officer shall be liable to the
Company for his acts or omissions resulting in a loss to the Company, except in
cases where the act or omission resulted from his willful misconduct, willful
neglect or gross negligence. The bylaws also provide that the Company may
purchase and maintain liability insurance on behalf of any director, officer,
employee or agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7. Exemption From Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

         4.1  F2 Broadcast Network Inc. Compensation Plan - 2001H, dated
              August 28, 2001.

         5.1  Opinion of Atlas Pearlman, P.A. concerning the legality of the
              securities being registered.

         23.1 Consent of Atlas Pearlman, P.A. (included in Opinion in Exhibit
              5.1).

         23.2 Consent of Gordon, Hughes & Banks, LLP.

         24.1 Power of Attorney (included in Part II of this Registration
              Statement under the caption "Signature").

Item 9.  Undertakings.

(a)      The undersigned 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:

                  (i) to include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) to 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, represent a fundamental
                  change in the information set forth in the registration
                  statement;

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


                                       17
<PAGE>
         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act and are incorporated by reference to the registration statement.

         2. That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment 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.

(b) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in 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.

(c) Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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
liability (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with securities being registered, the
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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.




                                       18
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the 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 Boca Raton, State of Florida, on the 2nd day of
October 2001.

                                               F2 BROADCAST NETWORK INC.

                                               /s/ Howard B. Stern
                                               ---------------------------------
                                               Howard B. Stern, Chairman and CEO



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to the
registration statement appearing below, hereby constitute and appoint Howard
Stern and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

         Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                 Title                              Date

/s/ Don Edwards           Director                           October 2, 2001
-----------------------
Don Edwards

/s/ Howard B. Stern       Principal Executive Officer,       October 2, 2001
-----------------------   Principal Financial Officer,
Howard Stern              Chief Accounting Officer,
                          and Director





                                       19
<PAGE>
                                  Exhibit Index


  4.1  F2 Broadcast Network Inc. Compensation Plan-2001H, dated August 28, 2001.

  5.1  Opinion of Atlas Pearlman P.A. concerning the legality of the securities
       being registered.

  23.1 Consent of Atlas Pearlman P.A. (included in Opinion in Exhibit 5.1).

  23.2 Consent of Gordon, Hughes & Banks, LLP.

  24.1 Power of Attorney (included in Part II of this Registration Statement
       under the caption "Signature").
















                                       20
[{"type": "S-8", "sequence": "1", "filename": "september252001-s8.txt", "description": "S-8", "secsgml_size_bytes": 52263}]
{"company-data": {"conformed-name": "F2 BROADCAST NETWORK INC", "cik": "0000803170", "assigned-sic": "7900", "irs-number": "840974303", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70732", "film-number": "1750580"}, "business-address": {"street1": "5495 MARION ST", "city": "DENVER", "state": "CO", "zip": "80216", "phone": "3033821500"}, "mail-address": {"street1": "7887 E BELLVIEW 11TH FLOOR SUITE 14", "city": "DENVER", "state": "CO", "zip": "80111"}, "former-company": [{"former-conformed-name": "FIRST ENTERTAINMENT HOLDING CORP", "date-changed": "19980415"}, {"former-conformed-name": "FIRST ENTERTAINMENT INC", "date-changed": "19930622"}, {"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON OCTOBER 02, 2001
                                                Registration Number: 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                            F2 BROADCAST NETWORK INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                        84-0974303
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309
               (Address of Principal Executive Offices) (Zip Code)

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001H

                           (Full titles of the plans)

                    Howard B. Stern, Chief Executive Officer
                            F2 Broadcast Network Inc.
                           6245 NW 9th Ave, Suite 102
                          Ft. Lauderdale, Florida 33309
                     (Name and address of agent for service)

                                 (954) 736-1800
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock,                 3,000,000                   $0.05                $150,000                $37.50
     $.008 par value
========================== ============================= ===================== ====================== ======================
(1)      Consists of 3,00,000 shares issuable pursuant to the Company's
         Compensation Plan - 2001H(the "Stock Plan").

(2)      The Proposed Maximum Aggregate Offering Price was calculated pursuant
         to Rule 457(h) using the average of the high and low reported sales
         prices of the Company's common stock on the OTC Bulletin Board on
         October 1, 2001 is within five business days of the date of filing
         of this Registration Statement because options and shares have not yet
         been granted under the Stock Plan.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        This registration statement relates to two separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by reference
pursuant to Item 3 of Part II of this Form S-8, constitute the first prospectus
relating to issuances to our employees, consultants and others of up to
3,000,000 shares of common stock pursuant to our Compensation Plan - 2001H (the
"Stock Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan participants any required information
as specified by Rule 428(b)(1). The second prospectus, referred to as the
reoffer prospectus, relates to the reoffer or resale of any shares that are
deemed to be control securities or restricted securities under the Securities
Act of 1933.

                                   PROSPECTUS

Item 1.  Plan Information

                             STOCK PLAN INFORMATION

         We established the Stock Plan effective August 28, 2001 to provide us
with flexibility and to conserve our cash resources in compensating certain of
our technical, administrative and professional employees and consultants and to
supplement prior stock option plans. The issuance of shares under the Stock Plan
is restricted to persons and firms who are closely-related to us and who provide
services in connection with the development and production of our products and
services or otherwise in connection with our business. The Stock Plan authorizes
us to issue up to 3,000,000 shares of our common stock. Shares must be issued
only for bona fide services and may not be issued under the Stock Plan for
services in connection with the offer and sale of securities in a
capital-raising or capital promoting transaction. Shares are awarded under the
Stock Plan pursuant to individually negotiated compensation contracts as
determined and/or approved by the Stock Plan committee. The eligible
participants include directors, officers, employees and non-employee consultants
and advisors. There is no limit as to the number of shares that may be awarded
under the Stock Plan to a single participant. We anticipate that a substantial
portion of the shares to be issued under the Stock Plan will be issued as
compensation to our technical consultants, attorneys, and advisors who provide
development services in the development and testing of our various products and
services.

         The Stock Plan does not require restrictions on the transferability of
shares issued thereunder. However, such shares may be restricted as a condition
to their issuance where the Board Of Directors deems such restrictions
appropriate. The Stock Plan is not subject to the Employee Retirement Income
Securities Act of 1974 ("ERISA"). Shares awarded under the Stock Plan are
intended to be fully taxable to the recipient as earned income.

         We will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. These documents are incorporated by reference in the Section 10(a)
prospectus. We will also provide without charge, upon written or oral request,
all other documents required to be delivered to recipients pursuant to Rule
428(b). Any and all such requests shall be directed to the Company at its
principal office at 6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309,
attention: Chief Executive Officer.

                                       3
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of the common stock issuable under the terms of the Stock Plan
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date hereof.

              Our principal offices are located at 6245 NW 9th Ave, Suite 102,
Ft. Lauderdale, FL 33309; telephone (954) 736-1800.

         THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

                                       4
REOFFER PROSPECTUS

                            F2 BROADCAST NETWORK INC.
                        3,000,000 Shares Of Common Stock

         This prospectus relates to the transfer of up to 3,000,000 shares of
common stock of F2 Broadcast Network Inc. by the selling stockholders identified
in this prospectus. The shares will be acquired by the selling stockholders
pursuant to grants of stock and options under our Compensation Plan - 2001H (the
"Stock Plan").

         The selling stockholders have not entered into any underwriting
arrangements. The prices for the shares that may be sold pursuant to this
prospectus may be the market prices prevailing at the time of transfer, prices
related to the prevailing market prices, or negotiated prices. Brokerage fees or
commissions may be paid by the selling stockholders in connection with sales of
our shares. We will not receive any of the proceeds from the sale of these
shares. We may, however, receive proceeds from the exercise, if any, of options
to purchase shares of common stock that may be granted under the Stock Plan.

         Our common stock is quoted on the OTC Bulletin Board under the symbol
"FTWB". On September 21, 2001, the closing price of the common stock was $0.050
per share.

         Investing in our shares involves certain risks. See the "Risk Factors"
section beginning on page 9.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

               The date of this prospectus is October 2, 2001.

                                       5
TABLE OF CONTENTS

                                                                       Page

PROSPECTUS SUMMARY                                                       7

RISK FACTORS                                                             9

THE COMPANY                                                              12

PROSPECTIVE SELLING STOCKHOLDERS                                         12

PLAN OF DISTRIBUTION                                                     13

LEGAL MATTERS                                                            13

EXPERTS                                                                  13

INDEMNIFICATION                                                          13

AVAILABLE INFORMATION                                                    14

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                          14

                                       6
PROSPECTUS SUMMARY

         The following summary highlights information contained in this
prospectus. In addition to reviewing this summary, you should read this entire
prospectus carefully, including the "Risk Factors" section. All Information
included in this prospectus, and incorporated by reference into this prospectus,
should be considered before investing in the common stock.

The Company

         On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding Corp. We
were originally incorporated under the laws of Colorado on January 17, 1985. On
December 27, 2000, our stockholders approved a name change from "First
Entertainment Holding Corp." to "F2 Broadcast Network Inc." On that date the
stockholders also approved increasing our authorized common stock to 21,500,000
shares. The name change and increased capitalization became effective January 4,
2001, when we filed Articles Of Amendment to the Company's Articles Of
Incorporation with the Nevada Secretary Of State.

         The name change was undertaken so that the new name matched the new
focus for our Company. Beginning in late 2000, we have focused on attempting to
create a new Internet video production package that may enable businesses to
affordably showcase products, services, sports and entertainment events over the
Internet. It is intended that this video production package, which is the
current primary focus of the Company, will utilize high-speed broadband
streaming technology including, potentially, satellite bandwidth transmission
technologies to deliver company-created video products over the Internet. Our
website is located at www.F2Network.com.

         In December 2000, we entered into a letter of intent to sell all the
assets related to our radio business to Legend Communications of Wyoming, LLC.
("Legend"). These assets include the Gillette, Wyoming radio station and all the
tangible and intangible assets related to that station. Subject to entering into
a definitive agreement and other conditions, Legend has agreed to pay
approximately $1,300,000 in cash and a 5-year note receivable for $557,000,
payable in quarterly installments of $25,000, for these assets. The purchase
price will be reduced by the amount of liens, mortgages and other encumbrances
against the radio station. On April 6, 2001, an Asset Purchase Agreement was
executed by Legend and Quality Communications, Inc. On June 1, 2001 the Federal
Communications Commission granted its approval. This sale was closed and funded
on June 29, 2001.

         In  December  2000,  we  entered  into a letter of intent to sell all
the stock and assets related to our live  entertainment  operations to an entity
to be owned by the manager of the comedy club and one of the Company's  contract
consultants.  These  assets  include the 80% of the  outstanding  stock of First
Films,  Inc.  owned by the Company and all the  tangible and  intangible  assets
related to Comedy  Works,  Inc. and Comedy Core,  Inc.  Comedy  Works,  Inc. and
Comedy Core, Inc. are wholly-owned by First Films, Inc. This sale was closed and
funded on July 27, 2001.

         We are sold these assets to obtain working capital to pay existing
obligations and to concentrate on our core competency: Internet video
production, hosting and delivery. We have used the net proceeds from the sale of
the Company's Radio and Live Entertainment assets to pay certain outstanding
debt obligations, to satisfy liens filed by the Internal Revenue Service ("IRS")
in the amount of $291,893 and additional amounts due the IRS for which liens
have not yet been filed, and to pay certain of the Company's current and past
due accounts payable.

         At the present time, we need additional funding to execute our Internet
video production business plan.

                                       7
On December 27, 2000, at a meeting duly called for the purpose, the
holders of a majority of the issued and outstanding shares of the Company's
common stock entitled to vote on the matter approved a reverse stock split of
the Company's issued and outstanding common stock in a range of 1 for 10, the
ratio and effective time of which was to be determined by the Board of Directors
in their discretion.

         On June 6, 2001, the Board of Directors unanimously adopted a
resolution setting May 29, 2001 as the record date (the "First Record Date") to
affect the 1 for 10 reverse stock split as approved by the Company's
shareholders on December 27, 2000. Any fractional share which would otherwise be
issuable upon such reverse split shall be rounded up to the next whole share.

         On June 6, 2001, the Board of Directors, pursuant to the authority
granted it under Section 78.207 of the Nevada Revised Statutes, unanimously
adopted a resolution setting May 29, 2001 as the record date (the "Second Record
Date") to effect a decrease in the number of authorized common shares at the
rate of 1 for 20 and to correspondingly effect a decrease in the number of
issued and outstanding shares of common stock at the rate of 1 for 20. Any
fractional share which would otherwise be issuable upon such reverse split shall
be rounded up to the next whole share.

         On May 31, 2001, our trading symbol was changed from "FBNI" to "FTWB"
as a result of this reverse stock split.

The Offering

         The selling stockholders may sell a total of up to 3,000,000 shares of
common stock. The selling stockholders pursuant to our Stock Plan will acquire
the shares.

         The shares may be sold at market prices or other negotiated prices. The
selling stockholders have not entered into any underwriting arrangements for the
sale of the shares.

         We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling stockholders and
subsequently exercised, we will use the proceeds from those exercises for
general and administrative expenses and working capital.

Name Change and Increased Capitalization

         On December 27, 2000, our stockholders approved changing the name of
our company from "First Entertainment Holding Corp." to "F2 Broadcast Network
Inc." On that date the stockholders also approved increasing our authorized
common stock to 250,000,000 shares. The name change and increased capitalization
became effective January 4, 2001, when we filed Articles Of Amendment to our
Articles Of Incorporation with the Nevada Secretary Of State.

Company Offices

         Our offices are located at 6245 NW 9th Ave, Suite 102, Ft. Lauderdale,
FL 33309; telephone (954) 736-1800

                                       8
RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE OTHER
INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.

Our auditor's report contains a "going concern" qualification.

         The independent certified public accountants' report on our financial
statements contains an explanatory paragraph, which, in general, indicates that
we have suffered recurring losses from operations, have a working capital
deficiency and have defaulted on a substantial portion of our debt. These
conditions raise substantial doubt about our ability to continue in business.
Our plans to address this issue include selling certain of its assets, continued
attempts at equity financing in the U.S. and/or international markets,
restructuring of its debt obligations, and/or undertaking mergers or
acquisitions to improve market share or operational synergies and improving
efficiency of operations. On July 31, 2001, the Company sold all of its radio
station assets that neted cash receipts (after payment of related debt) of
approximately $ 800,000, and a note receivable of $557,000. The Company has also
sold all of its Live Entertainment net assets, which resulted in cash proceeds
to the Company of approximately $300,000. The Company used the net proceeds from
the sale of the radio and live entertainment assets to pay outstanding debt
obligations, the IRS lien amounts, and certain other current and past due
accounts payable. The financial statements do not include any adjustments that
might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

         Profits, if any, from the businesses in which we currently engage are
dependent on widespread public acceptance of, and interest in, each creative
project undertaken by our various segments. Audience appeal depends upon factors
that cannot be ascertained reliably in advance and over which we may have no
control, including, among other things, unpredictable critical review,
positioning in the market and changeable public tastes. Due to factors such as
the unpredictability of audience appeal, many of our completed projects may fail
to generate sufficient revenues to recover their costs of acquisition,
development, production and distribution. We may not recoup all or any portion
of our investment in a particular project, and cannot guarantee that any project
will yield us profits. In addition, the sale of our Gillette, Wyoming radio
station and of our interest in a Denver, Colorado comedy club has been completed
as described below in "The Company", therefore 0we no longer will have any
revenues or cash flow resulting from the operation of those assets. All revenue
and cash flow, if any, will be dependent upon the success of our existing and
contemplated Internet video production operations. To date, negligible revenues
and cash flows have resulted from our video production operations, and no
profits are attributable to those operations.

The inability to protect our property rights could hurt our business.

         In the past we have developed our own Internet content and products and
have entered into license agreements with respect to other Internet products. We
currently are focusing on video production for sale to our customers for
streaming over the Internet. In carrying out our current operations, we also
utilize technology that we license from others. We cannot guarantee that these
license rights will provide us with significant protection from competitors.
Property rights protection generally is uncertain, and involves complex legal
and factual questions. To date, there has emerged no consistent policy regarding
the breadth of claims allowed in connection with such property rights
protection. Therefore, we cannot assure that any rights licensed to us will
afford protection against competitors with similar technologies and that we will
have the financial resources necessary to enforce our property rights.

                                       9
In addition, even though we have licenses, under the terms of our
license agreements, we generally are responsible for protecting the intellectual
property rights subject to these agreements. Challenges may be instituted by
third parties as to the validity, enforceability and infringement of the rights.
The out of pocket costs, as well as the lost time of management, associated with
litigation to defend any challenge to uphold the validity and enforceability and
prevent infringement of our licensed rights can be substantial. We may also be
required to obtain additional licenses from others if we determine to refine
existing property and to develop and market new products. We may not be able to
obtain any such licenses on commercially reasonable terms or at all. In
addition, there is no assurance that the rights granted pursuant to any licenses
will be valid and enforceable. As a result of these possible factors, we may
incur substantial expenses to protect property rights. This would result in
increased losses or reduced profits and also distract management from pursuing
more productive activities for us.

We need additional funding to sustain our operations.

         In order to continue to pursue our business plans fully, we will need
additional funding. We do not have a steady source of revenue to provide funding
to sustain operations. The availability of a reliable source of sufficient
revenue to sustain our operations is beyond our control. If we do not obtain
additional funding, we may have to cut back or cease our businesses, leading to
additional losses and decreased stock prices.

Intense competition could adversely impact our business.

         The Internet-related video production business in which we operate and
intend to operate is characterized by rapid and significant technological
advancements and introductions of new products and services using new
technologies. As new technologies develop, we may be placed at a competitive
disadvantage, and competitive pressures may force us to implement those new
technologies at a substantial cost. If other companies implement new
technologies before us, those companies may be able to provide enhanced
capabilities and superior quality compared with what we are able to provide. We
cannot ascertain that we will be able to respond to these competitive pressures
and implement new technologies on a timely basis or at an acceptable cost. This
could attract our customers to competitors, reducing our revenues. The
possibility of increased costs to keep up with technological advancements and
reduced revenues if customers depart would lead to increased losses or reduced
profits.

Limited liquidity in our common stock makes resales difficult.

         There may be no ready market for our shares and an investor cannot
expect to liquidate his investment regardless of the necessity of doing so.
Historically, there has been an extremely limited public market for our shares.
We cannot predict that the market will be sustained or will expand. The prices
of our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so. This could have an
adverse effect on developing and sustaining the market for our shares. In
addition, there is no assurance that an investor will be in a position to borrow
funds using our shares as collateral because lenders may require a more liquid
form of security.

Sale of Revenue Producing Assets.

         We have sold our Live Entertainment and Radio Divisions which are a
large part of our current revenues. This has left the Internet Division which
has not yet produced sufficient revenues to sustain operations.

                                       10
Penny stock regulations limit the liquidity of our stock.

         The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks". Generally, penny stocks are
equity securities with a price of less than $5.00 (other than securities
registered on some national securities exchanges or quoted on the Nasdaq
system). If our shares are traded for less than $5 per share, as they currently
are, the shares will be subject to the SEC's penny stock rules unless (1) our
net tangible assets exceed $9,500,000 during our first three years of continuous
operations or $2,000,000 after our first three years of continuous operations;
or (2) we have had average revenue of at least $6,000,000 for the last three
years. We do not meet these requirements. As a result, market transactions in
our shares are subject to the penny stock rules. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prescribed by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As long as our shares are subject to the penny
stock rules, the holders of our shares may find it difficult to sell our shares.

Forward-Looking Statements And Associated Risks

This prospectus and the documents incorporated by reference into this prospectus
contain forward-looking statements. These statements include:

o        our growth strategies,
o        our products and planned products,
o        the need for additional financing,
o        the need for and uncertainty with respect to necessary  regulatory
         clearances, and
o        commercial acceptance of our products and planned products, and our
         ability to successfully commercialize our products and to achieve
         profitability in general.

     These forward-looking statements are based largely on our expectations and
are subject to a number of risks and uncertainties, some of which are beyond our
control. Actual results could differ materially from these forward-looking
statements as a result of the factors described in this prospectus, including
the "Risk Factors" section. These factors include regulatory, financial, market
or general economic influences. In light of these risks and uncertainties, there
can be no assurance that the forward-looking statements contained in this
prospectus will in fact transpire or prove to be accurate.

                                       11
THE COMPANY

         We were originally incorporated under the laws of Colorado on January
17, 1985. On December 15, 1997, we changed our state of incorporation from
Colorado to Nevada and changed our name to First Entertainment Holding Corp. On
January 4, 2001, we changed our name to "F2 Broadcast Network Inc."

         Initially, our business consisted of the production of pre-recorded
travel guides and special interest videos. In 1987, we entered the radio
broadcasting business by acquiring Quality Communications, Inc., a Wyoming
corporation pursuant to which we operate the radio segment of our business. In
1992, we acquired a controlling interest in First Films, Inc. ("First Films"), a
Colorado corporation, under which our live entertainment operations currently
are undertaken and under which our film production activities previously were
undertaken. Beginning in 1999, we attempted to develop relationships with
Internet content providers, advertisers and gaming companies in an attempt to
create an Internet site with links to entertainment and gaming content and to
provide Internet site development to other parties. Beginning in November 2000,
we have focused on attempting to create a new Internet video production package
that may enable businesses to affordably showcase products, services, sports and
entertainment events over the Internet. It is intended that this video
production package, which is the current primary focus of the Company, will
utilize high-speed broadband streaming technology including, potentially,
satellite bandwidth transmission technologies to deliver company-created video
products over the Internet. We have developed a pricing model for these services
that includes streaming, editing, encoding and archiving video content for
entertainment, corporate, sports and other events. Our website is located at
www.F2Network.com.

         To fund our evolving Internet business model, we need additional
funding. We currently have attempted to obtain this funding by selling our
interest in a Denver, Colorado comedy club and our Gillette, Wyoming radio
station. Both of these sales have been completed. For further information,
please refer to the January 8, 2001 Current Report on Form 8-K, which is
incorporated into this prospectus by reference. See below, "Incorporation Of
Certain Documents By Reference."

         This prospectus relates to the resale of shares which may be acquired
by our employees or consultants pursuant to the Stock Plan, or that may be
acquired by employees or consultants upon exercise of options that may be
granted under the Stock Plan.

                        PROSPECTIVE SELLING STOCKHOLDERS

         There are an aggregate of 3,000,000 shares of common stock reserved for
issuance under the Stock Plan. The shares are covered by a registration
statement on Form S-8 that we filed with the SEC on the date of this prospectus.
This prospectus is a part of that registration statement.

         As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan. This prospectus covers the resale of up to
450,000 shares that may be issued in the future to our directors and officers
through grants under the Stock Plan and upon the exercise of options granted
under the Stock Plan.

         On August 28, 2001, a total of 6,423,682 shares of our common stock
were issued and outstanding. The following table sets forth the name and
position of each prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock owned as
of the date of this prospectus, including shares which may be acquired pursuant
to the exercise of outstanding options; the number of shares covered by this
prospectus; and the number of shares and the percentage of all outstanding
shares owned assuming the sale of all the shares covered by this prospectus.

                                       12
Shares   Percentage
                                     Shares Owned            Owned     Of Class
                                       Prior To    Shares    After      After
Name              Position             Offering   Offered   Offering   Offering
================================================================================

Don Edwards       Director             249,184    150,000    99,184       1.5%

Howard Stern      Chief Executive      771,323    300,000   471,323       7.0%
                  Officer, President,
                  Secretary,
                  Treasurer and
                  Director

                              PLAN OF DISTRIBUTION

         The 3,000,000 shares covered by this prospectus will be offered, if at
all, by certain of our stockholders, and not by us. If any of these shares are
sold by a prospective selling stockholder, they will be sold on behalf of that
person and we anticipate that the shares may be offered pursuant to direct sales
to private persons and in open market transactions. The prospective selling
stockholders may offer the shares to or through registered broker-dealers who
will be paid standard commissions or discounts by the prospective selling
stockholders. The prospective selling stockholders have not informed us of any
agreements with brokers to sell any or all of the shares which may be offered
hereby.

                                  LEGAL MATTERS

         Atlas Pearlman,  P.A. Ft. Lauderdale,  Florida,  has acted as our
counsel in connection with this offering and has rendered an opinion  concerning
the validity of our shares offered by this prospectus.

                                     EXPERTS

         The audited financial statements appearing in our Annual Report on Form
10-KSB for the year ended December 31, 2000 have been audited by Gordon, Hughes
& Banks, LLP, independent certified public accountants. These financial
statements are incorporated into this prospectus by reference in reliance upon
the report of the accountants included with the financial statements and up on
the authority of the accountants as experts in auditing and accounting.

                                 INDEMNIFICATION

         Section 78.7502(3) of the Nevada General Corporation Law (the "Nevada
Code") provides for mandatory indemnification by a corporation of expenses,
including attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or officer, so
long as he was successful, on the merits or otherwise, in defense of a
proceeding.

         In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation (a
"Derivative Action"), because of his status as a director, officer, employee or
agent of a corporation if "he acted in good faith and in a manner which he

                                       13
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."

         In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.

         Our articles of incorporation provide that directors and officers shall
be indemnified to the full extent permitted by the Nevada Code. Our bylaws
provide that no director or officer shall be liable to us for his acts or
omissions resulting in a loss to us, except in cases where the act or omission
resulted from his willful misconduct, willful neglect or gross negligence. The
bylaws also provide that we may purchase and maintain liability insurance on
behalf of any director, officer, employee or agent regardless of whether he may
be indemnified pursuant to other provisions of the bylaws.

                              AVAILABLE INFORMATION

         This prospectus is part of the Registration Statement on Form S-8,
together with all amendments and exhibits, under the Securities Act of 1933 that
we filed with the SEC. The Registration Statement contains information that is
not included in this prospectus.

         Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and, in each instance,
reference is made to the copy of the particular contract or document filed as an
exhibit to the registration statement. Each statement concerning a document that
is filed as an exhibit is qualified in all respects by reference to the copy of
the document filed as an exhibit. For further information with respect to our
business, please refer to the registration statement.

         In accordance with the requirements of the Securities Exchange Act of
1934, as amended, we file reports, proxy statements and other information with
the SEC. These reports, proxy statements and other information can be read and
copied at the Public Reference Room maintained by the SEC at the following
addresses:

o        450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o        500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o        7 World Trade Center, New York, New York 10048

         Copies of these materials also can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information concerning the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
materials we file electronically with the SEC are available at the SEC's
Internet web site at http://www.sec.gov.

                                       14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents that previously were, or are required in the
future to be, filed with the SEC (File No. 0-15435) pursuant to the Exchange Act
are incorporated herein by reference:

o    Our Annual Report on Form 10-KSB for the year ended December 31, 2000;

o    Our Current Reports on Form 8-K filed with the SEC on each of July 16,
     2001, June 5, 2001, June 6, 2001, February 23, 2001, January 22, 2001,
     January 8, 2001, December 28, 2000, December 21, 2000, November 7, 2000,
     September 18, 2000 and August 24, 2000;

o    The description of our common stock contained in our registration statement
     on Form 8-A/1A as filed with the SEC on February 26, 2001; and

o    All documents filed by us pursuant to Sections  13(a),  13(c), 14 or 15 (d)
     of the Exchange Act subsequent to the date of this prospectus and prior to
     the termination of the offering made hereby.

Any statement contained in a document incorporated by reference into this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that such statement is modified or replaced by a
statement contained in this prospectus or in any other subsequently filed
document that also is or is deemed to be incorporated by reference into this
prospectus. Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this prospectus. We
will provide without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a copy of
any or all of the documents referred to above that have been or may be
incorporated in this prospectus by reference, other than exhibits to such
documents. Written or oral requests for such copies should be directed to Howard
B. Stern, Chief Executive Officer, F2Broadcast Network Inc., 6245 NW 9th Ave,
Suite 102, Ft. Lauderdale, Florida 33309, telephone (954) 736-1200.

                                       15
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

         The documents listed in (i) through (iv) below are incorporated by
reference in the registration statement. All documents subsequently filed by the
Registrant 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 deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of the filing of
such documents.

         (i)      the Company's Annual Report on Form 10-KSB for the year ended
                  December 31, 2000;

         (ii)     on Form 8-K filed with the SEC on each of July 16, 2001, June
                  5, 2001, June 6, 2001, February 23, 2001, February 1, 2001,
                  January 22, 2001, January 8, 2001,December 28, 2000, December
                  21, 2000, November 7, 2000, September18, 2000 and August 24,
                  2000;

         (iii)    the description of the Company's common stock contained in the
                  Company's registration statement on Form 8-A/1A as filed with
                  the SEC on February 26, 2001; and

         (iv)     all documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
                  of this prospectus and prior to the termination of the
                  offering made hereby.

Item 4. Description Of Securities.

     Not Applicable.

Item 5. Interest Of Named Experts And Counsel.

     Not Applicable.

Item 6. Indemnification Of Officers And Directors.

         Section 78.7502(3) of the Nevada General Corporation Law provides for
mandatory indemnification by a corporation of expenses, including attorneys'
fees, incurred by a director or officer in connection with any proceeding
brought by reason of his position as a director or officer, so long as he was
successful, on the merits or otherwise, in defense of a proceeding.

         In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation, because
of his status as a director, officer, employee or agent of a corporation if "he
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful."

                                       16
In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.

         The Company's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by the Nevada Code.
The Company's bylaws provide that no director or officer shall be liable to the
Company for his acts or omissions resulting in a loss to the Company, except in
cases where the act or omission resulted from his willful misconduct, willful
neglect or gross negligence. The bylaws also provide that the Company may
purchase and maintain liability insurance on behalf of any director, officer,
employee or agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.

Item 7. Exemption From Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

         4.1  F2 Broadcast Network Inc. Compensation Plan - 2001H, dated
              August 28, 2001.

         5.1  Opinion of Atlas Pearlman, P.A. concerning the legality of the
              securities being registered.

         23.1 Consent of Atlas Pearlman, P.A. (included in Opinion in Exhibit
              5.1).

         23.2 Consent of Gordon, Hughes & Banks, LLP.

         24.1 Power of Attorney (included in Part II of this Registration
              Statement under the caption "Signature").

Item 9.  Undertakings.

(a)      The undersigned 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:

                  (i) to include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) to 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, represent a fundamental
                  change in the information set forth in the registration
                  statement;

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

                                       17
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act and are incorporated by reference to the registration statement.

         2. That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment 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.

(b) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in 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.

(c) Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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
liability (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with securities being registered, the
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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       18
SIGNATURES

         Pursuant to the requirements of the Securities Act, the 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 Boca Raton, State of Florida, on the 2nd day of
October 2001.

                                               F2 BROADCAST NETWORK INC.

                                               /s/ Howard B. Stern
                                               ---------------------------------
                                               Howard B. Stern, Chairman and CEO

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to the
registration statement appearing below, hereby constitute and appoint Howard
Stern and each or either of them, with full power of substitution, as
attorneys-in-fact in their names, place and stead to execute any and all
amendments to this Registration Statement in the capacities set forth opposite
their name and hereby ratify all that said attorneys-in-fact and each of them or
his substitutes may do by virtue hereof.

         Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                 Title                              Date

/s/ Don Edwards           Director                           October 2, 2001
-----------------------
Don Edwards

/s/ Howard B. Stern       Principal Executive Officer,       October 2, 2001
-----------------------   Principal Financial Officer,
Howard Stern              Chief Accounting Officer,
                          and Director

                                       19
Exhibit Index

  4.1  F2 Broadcast Network Inc. Compensation Plan-2001H, dated August 28, 2001.

  5.1  Opinion of Atlas Pearlman P.A. concerning the legality of the securities
       being registered.

  23.1 Consent of Atlas Pearlman P.A. (included in Opinion in Exhibit 5.1).

  23.2 Consent of Gordon, Hughes & Banks, LLP.

  24.1 Power of Attorney (included in Part II of this Registration Statement
       under the caption "Signature").

                                       20