AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON August 7, 2001
                                                  Registration Number: 333-XXXXX
=============================================================================
                       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 - 2001G

                           (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)

                                    Copy to:

                            James M. Schneider, Esq.
                                350 East Las Olas
                                   Suite 1700
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                               (954) 766-7800 fax


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>

========================== ============================= ===================== ====================== ======================
 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,                 2,500,000                 $0.15 (2)              $375,000                  $94
     $.008 par value
========================== ============================= ===================== ====================== ======================
<FN>

(1)  Consists  of 2,500,000   shares   issuable   pursuant  to  the   Company's
     Compensation Plan - 2001G (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 July 31, 2001 which
     is within five business days of the date of filing (August 7, 2001) of this
     Registration Statement because options and shares have not yet been granted
     under the Stock Plan.

</FN>
</TABLE>


<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
2,500,000 shares of common stock pursuant to our Compensation  Plan - 2001G (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 July 30, 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 2,500,000  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.

     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.


<PAGE>


                               REOFFER PROSPECTUS


                            F2 BROADCAST NETWORK INC.
                        2,500,000 Shares Of Common Stock

     This prospectus relates to the transfer of up to 2,500,000 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 - 2001G (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 July 31, 2001,  the closing  price of the common stock was $0.15 per
share.

     Investing in our shares  involves  certain  risks.  See the "Risk  Factors"
section beginning on page 4.

          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
                                August 7, 2001.



<PAGE>



                                TABLE OF CONTENTS



                                                          Page


PROSPECTUS SUMMARY                                          3


RISK FACTORS                                                4


THE COMPANY                                                 7


PROSPECTIVE SELLING STOCKHOLDERS                            7


PLAN OF DISTRIBUTION                                        9


LEGAL MATTERS                                               9


EXPERTS                                                     9


INDEMNIFICATION                                             9


AVAILABLE INFORMATION                                      10


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE            11




<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.  The sale to Legend,
which was closed and funded on July 31,  2001,  was for 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 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 certian  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  certian  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.

     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  2,500,000  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.


<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 will 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 incash proceeds to
the Company of  approximately  $300,000.  The Company used the net proceeds from
the sale of the  Company's  radio station and live  entertainment  assets to pay
outstanding debt obligations, the IRS lien amounts, and certian of the Company's
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  business  in which we  currently  engage  are
dependent on  widespread  public  acceptance  of, and interest in, each creative
project undertaken by our internet segment. 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. 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.

     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.  As described  below in
"The Company",  in order to obtain funds to further our evolving  Internet video
production business we are currently  negotiating to sell our Gillette,  Wyoming
radio  station  holdings  and our  interest in a Denver,  Colorado  comedy club.
However,  there  is  no  assurance  that  the  sale  of  these  assets  will  be
successfully  completed.  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.

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.

<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 obtained 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  2,500,000  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 500,000
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 July 31,  2001,  a total of  3,713,695  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.

<TABLE>
                                                                                Shares            Percentage
                                                Shares        Owned             Owned             Of Class
                                                Prior To      Shares            After             After
Name                        Position            Offering      Offered           Offering          Offering
----------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>          <C>                <C>               <C>
Doug Olson                 Director              35,137         120,000           155,137          4.2%
                                               (1)(2)(3)

Howard Stern               Chief Executive      184,906         120,000           304,906          8.2%
                           Officer, President, (1)(2)(3)
                           Secretary,
                           Treasurer and
                           Director

<FN>
*Less than one percent.

(1)  "Beneficial  Ownership" is defined in the  regulations  promulgated  by the
     U.S. Securities and Exchange  Commission as having or sharing,  directly or
     indirectly, (i) voting power, which includes the power to vote or to direct
     the voting, or (ii) investment  power,  which includes the power to dispose
     or to direct the  disposition,  of shares of the common stock of an issuer.
     The definition of beneficial  ownership  includes shares underlying options
     or warrants to purchase common stock, or other securities  convertible into
     common stock,  that  currently are  exercisable or convertible or that will
     become   exercisable  or  convertible  within  60  days.  Unless  otherwise
     indicated, the beneficial owner has sole voting and investment power.

(2)  Includes  12,500  shares  that may be issued  pursuant to the Stock Plan as
     payment of compensation.

(3)  Includes 12,500 shares authorized to be issued to the named  securityholder
     pursuant  to the  2000  Management  Compensation  Plan  described  below in
     footnote (4),  "Cancellation  And Reissuance Of Options In September 2000."
     Assumes  that the named  security  holder  exchanges  all  options  granted
     pursuant to the 2000 Management  Compensation  Plan held by him on the date
     each  threshold  regarding  the last  sales  price of the  common  stock is
     reached  for twice as many  options  exercisable  at the higher  price.  As
     described below in footnote (4), "Cancellation And Reissuance Of Options In
     September  2000",  only 25  percent  of  options  granted  pursuant  to the
     Management  Compensation  Plan  are  exercisable  on  the  date  of  grant.
     Therefore,  the figure in the table above  includes  6,250 shares  issuable
     upon the exercise of options to purchase up to 6,250 shares of common stock
     until September 15, 2005, which number of options  represents 25 percent of
     the total  number of options  which,  if required to be issued to the named
     security holder within the next 60 days pursuant to the exchange provisions
     of the  Management  Compensation  Plan,  will be exercisable on the date of
     grant. See footnote (4), below,  entitled  "Cancellation  And Reissuance Of
     Options In September 2000".

(4)  Cancellation And Reissuance Of Options In September 2000

     On September 15, 2000, our Board of Directors  enacted the 2000  Management
     Compensation Plan to compensate directors,  officers and consultants and to
     provide incentives for those persons in acting on behalf of the Company. In
     order to  participate  in the Management  Compensation  Plan,  officers and
     consultants were required to relinquish any options  previously  granted to
     them.  Options to purchase  common  stock have been issued  pursuant to the
     Management Compensation Plan, and shares of common stock were authorized to
     be issued, to the following persons in the respective amounts indicated:

      Recipient            Shares To Be Issued        Initial Options Granted
      -----------------------------------------------------------------------
      Howard Stern         12,500                             6,250
      Douglas Olson        12,500                             6,250
      Michael Marsowicz    12,500                             6,250
      Duane Knight          5,000                             2,500
      Ronald Ratner         5,000                             2,500
      Robert Fuchs          2,500                             1,250
      -------------------------------------------------------------
                           50,000                            25,000

     All recipients of shares and options under the Management Compensation Plan
     were officers and employees at the time of grant except for Mr.  Knight,  a
     consultant  providing accounting and administrative  services.  The options
     are  exercisable at a price of $16 per share until  September 15, 2005. The
     closing sales price for the common stock on September 15, 2000 was $16. The
     options are  exercisable 25% immediately and 25% on each of the first three
     anniversaries of the date of grant provided that the recipient continues to
     be a director,  officer, employee or consultant at that respective time. In
     addition, the options provide that when the last sales price for the common
     stock is at least $16 per share for three  consecutive  trading  days,  the
     option  holder may elect to  exchange  each option  exercisable  at $16 per
     share for two options exercisable at $16 per share.  Similarly,  the option
     holder may  exchange  each of his options  for two options to purchase  one
     share of common  stock each at $32 per share at such time as the last sales
     price for the common stock is at least $32 per share for three  consecutive
     trading days. If these price levels are attained and if all the  recipients
     of the initial  options to purchase  2,500  shares of common stock elect to
     exchange them for options exercisable at each of the higher prices, options
     to purchase a total of 100,000  shares would be  outstanding at an exercise
     price of $32 per share.
</FN>
</TABLE>

                              PLAN OF DISTRIBUTION

     The 2,500,000 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 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.

                 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, our
     Quarterly report on Form 10-QSB for the quarter ended March 31, 2001;

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.


<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,  and  Quarterly  Report on Form 10-QSB for the
               quarter ended March 31, 2001;

          (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."

     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 - 2001G,  dated July 30,
          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;

          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.


<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 3rd day of
August 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 Douglas R. Olson or
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/ Douglas R. Olson                   Director                  August 7, 2001
------------------------------------
Douglas R. Olson

/s/ William Rubin                      Director                  August 7, 2001
------------------------------------
William Rubin

/s/ Howard B. Stern                    Principal Executive       August 7, 2001
------------------------------------   Officer,
Howard Stern                           Principal Financial Officer,
                                       Chief Accounting Officer,
                                       and Director





<PAGE>



                                  Exhibit Index


          4.1  F2 Broadcast Network Inc. Compensation Plan-2001G, dated July 30,
               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").
[{"type": "S-8", "sequence": "1", "filename": "augs8.txt", "description": "S-8", "secsgml_size_bytes": 59352}]
{"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": "333-67060", "film-number": "1700604"}, "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 August 7, 2001
                                                  Registration Number: 333-XXXXX
=============================================================================
                       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 - 2001G

                           (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)

                                    Copy to:

                            James M. Schneider, Esq.
                                350 East Las Olas
                                   Suite 1700
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                               (954) 766-7800 fax
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,                 2,500,000                 $0.15 (2)              $375,000                  $94
     $.008 par value
========================== ============================= ===================== ====================== ======================
(1)  Consists  of 2,500,000   shares   issuable   pursuant  to  the   Company's
     Compensation Plan - 2001G (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 July 31, 2001 which
     is within five business days of the date of filing (August 7, 2001) of this
     Registration Statement because options and shares have not yet been granted
     under the Stock Plan.
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
2,500,000 shares of common stock pursuant to our Compensation  Plan - 2001G (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 July 30, 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 2,500,000  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.

     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.
REOFFER PROSPECTUS

                            F2 BROADCAST NETWORK INC.
                        2,500,000 Shares Of Common Stock

     This prospectus relates to the transfer of up to 2,500,000 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 - 2001G (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 July 31, 2001,  the closing  price of the common stock was $0.15 per
share.

     Investing in our shares  involves  certain  risks.  See the "Risk  Factors"
section beginning on page 4.

          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
                                August 7, 2001.
TABLE OF CONTENTS

                                                          Page

PROSPECTUS SUMMARY                                          3

RISK FACTORS                                                4

THE COMPANY                                                 7

PROSPECTIVE SELLING STOCKHOLDERS                            7

PLAN OF DISTRIBUTION                                        9

LEGAL MATTERS                                               9

EXPERTS                                                     9

INDEMNIFICATION                                             9

AVAILABLE INFORMATION                                      10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE            11
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.  The sale to Legend,
which was closed and funded on July 31,  2001,  was for 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 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 certian  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  certian  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.

     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  2,500,000  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.
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 will 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 incash proceeds to
the Company of  approximately  $300,000.  The Company used the net proceeds from
the sale of the  Company's  radio station and live  entertainment  assets to pay
outstanding debt obligations, the IRS lien amounts, and certian of the Company's
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  business  in which we  currently  engage  are
dependent on  widespread  public  acceptance  of, and interest in, each creative
project undertaken by our internet segment. 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. 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.

     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.  As described  below in
"The Company",  in order to obtain funds to further our evolving  Internet video
production business we are currently  negotiating to sell our Gillette,  Wyoming
radio  station  holdings  and our  interest in a Denver,  Colorado  comedy club.
However,  there  is  no  assurance  that  the  sale  of  these  assets  will  be
successfully  completed.  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.

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.
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 obtained 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  2,500,000  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 500,000
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 July 31,  2001,  a total of  3,713,695  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.

                                                                                Shares            Percentage
                                                Shares        Owned             Owned             Of Class
                                                Prior To      Shares            After             After
Name                        Position            Offering      Offered           Offering          Offering
----------------------------------------------------------------------------------------------------------
Doug Olson                 Director              35,137         120,000           155,137          4.2%
                                               (1)(2)(3)

Howard Stern               Chief Executive      184,906         120,000           304,906          8.2%
                           Officer, President, (1)(2)(3)
                           Secretary,
                           Treasurer and
                           Director
*Less than one percent.

(1)  "Beneficial  Ownership" is defined in the  regulations  promulgated  by the
     U.S. Securities and Exchange  Commission as having or sharing,  directly or
     indirectly, (i) voting power, which includes the power to vote or to direct
     the voting, or (ii) investment  power,  which includes the power to dispose
     or to direct the  disposition,  of shares of the common stock of an issuer.
     The definition of beneficial  ownership  includes shares underlying options
     or warrants to purchase common stock, or other securities  convertible into
     common stock,  that  currently are  exercisable or convertible or that will
     become   exercisable  or  convertible  within  60  days.  Unless  otherwise
     indicated, the beneficial owner has sole voting and investment power.

(2)  Includes  12,500  shares  that may be issued  pursuant to the Stock Plan as
     payment of compensation.

(3)  Includes 12,500 shares authorized to be issued to the named  securityholder
     pursuant  to the  2000  Management  Compensation  Plan  described  below in
     footnote (4),  "Cancellation  And Reissuance Of Options In September 2000."
     Assumes  that the named  security  holder  exchanges  all  options  granted
     pursuant to the 2000 Management  Compensation  Plan held by him on the date
     each  threshold  regarding  the last  sales  price of the  common  stock is
     reached  for twice as many  options  exercisable  at the higher  price.  As
     described below in footnote (4), "Cancellation And Reissuance Of Options In
     September  2000",  only 25  percent  of  options  granted  pursuant  to the
     Management  Compensation  Plan  are  exercisable  on  the  date  of  grant.
     Therefore,  the figure in the table above  includes  6,250 shares  issuable
     upon the exercise of options to purchase up to 6,250 shares of common stock
     until September 15, 2005, which number of options  represents 25 percent of
     the total  number of options  which,  if required to be issued to the named
     security holder within the next 60 days pursuant to the exchange provisions
     of the  Management  Compensation  Plan,  will be exercisable on the date of
     grant. See footnote (4), below,  entitled  "Cancellation  And Reissuance Of
     Options In September 2000".

(4)  Cancellation And Reissuance Of Options In September 2000

     On September 15, 2000, our Board of Directors  enacted the 2000  Management
     Compensation Plan to compensate directors,  officers and consultants and to
     provide incentives for those persons in acting on behalf of the Company. In
     order to  participate  in the Management  Compensation  Plan,  officers and
     consultants were required to relinquish any options  previously  granted to
     them.  Options to purchase  common  stock have been issued  pursuant to the
     Management Compensation Plan, and shares of common stock were authorized to
     be issued, to the following persons in the respective amounts indicated:

      Recipient            Shares To Be Issued        Initial Options Granted
      -----------------------------------------------------------------------
      Howard Stern         12,500                             6,250
      Douglas Olson        12,500                             6,250
      Michael Marsowicz    12,500                             6,250
      Duane Knight          5,000                             2,500
      Ronald Ratner         5,000                             2,500
      Robert Fuchs          2,500                             1,250
      -------------------------------------------------------------
                           50,000                            25,000

     All recipients of shares and options under the Management Compensation Plan
     were officers and employees at the time of grant except for Mr.  Knight,  a
     consultant  providing accounting and administrative  services.  The options
     are  exercisable at a price of $16 per share until  September 15, 2005. The
     closing sales price for the common stock on September 15, 2000 was $16. The
     options are  exercisable 25% immediately and 25% on each of the first three
     anniversaries of the date of grant provided that the recipient continues to
     be a director,  officer, employee or consultant at that respective time. In
     addition, the options provide that when the last sales price for the common
     stock is at least $16 per share for three  consecutive  trading  days,  the
     option  holder may elect to  exchange  each option  exercisable  at $16 per
     share for two options exercisable at $16 per share.  Similarly,  the option
     holder may  exchange  each of his options  for two options to purchase  one
     share of common  stock each at $32 per share at such time as the last sales
     price for the common stock is at least $32 per share for three  consecutive
     trading days. If these price levels are attained and if all the  recipients
     of the initial  options to purchase  2,500  shares of common stock elect to
     exchange them for options exercisable at each of the higher prices, options
     to purchase a total of 100,000  shares would be  outstanding at an exercise
     price of $32 per share.
PLAN OF DISTRIBUTION

     The 2,500,000 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 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.

                 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, our
     Quarterly report on Form 10-QSB for the quarter ended March 31, 2001;

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.
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,  and  Quarterly  Report on Form 10-QSB for the
               quarter ended March 31, 2001;

          (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."

     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 - 2001G,  dated July 30,
          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;

          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.
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 3rd day of
August 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 Douglas R. Olson or
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/ Douglas R. Olson                   Director                  August 7, 2001
------------------------------------
Douglas R. Olson

/s/ William Rubin                      Director                  August 7, 2001
------------------------------------
William Rubin

/s/ Howard B. Stern                    Principal Executive       August 7, 2001
------------------------------------   Officer,
Howard Stern                           Principal Financial Officer,
                                       Chief Accounting Officer,
                                       and Director
Exhibit Index

          4.1  F2 Broadcast Network Inc. Compensation Plan-2001G, dated July 30,
               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").