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        (IRS Employer Identification #)
                         incorporation or organization )







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

                            F2 BROADCAST NETWORK INC.
                         CONSULTANTS' COMPENSATION PLAN

                           (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)


<TABLE>
<CAPTION>






CALCULATION OF REGISTRATION FEE
<S>               <C>

========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
      Common Stock,                3,800,000                   $0.02                 $66,500                $16.63
     $.008 par value
========================== ============================= ===================== ====================== ======================

</TABLE>









(1) Consists of 3,800,000 shares issuable pursuant to the Company's Consultant's
Compensation  Plan-2  (the  "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 November 15, 2001 is within
five  business days of the date of filing of this Registration Statement because
options  and  shares  have  not  yet  been  granted  under  the  Plan.




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM  1.  PLAN  INFORMATION.

F2  Broadcast  Network,  Inc. ("The Company", "we", "us" or the "Registrant") is
offering  a  total  of 3,800,000 shares of its Common Stock to professionals and
consultants  for  services including legal consulting, production consulting and
other  consulting  services,  including  administrative,  computer software, and
marketing consulting services.  The issuance of shares is being made pursuant to
the  Consultants  Compensation  Plan-2  (the  "Plan")  adopted  by  the Board of
Directors  on  November  16, 2001.  The 3,800,000 shares will cover the costs of
previously rendered services as well as ongoing services to the Company.  A copy
of  the  Plan  has been distributed to all eligible consultants. Each consultant
has  agreed  to  accept  shares under the Plan in lieu of a cash payment for its
services.  The  shares  issued  hereunder  will  not  be  subject  to any resale
restrictions.  The Plan is not qualified under ERISA, nor is this Plan qualified
under  Section  401(a)  of  the  Internal  Revenue  Code.

There  are  no  ongoing  reporting obligations of Consultants, nor are there any
ongoing  contributions from the Registrant.  The purpose of this Registration of
securities  on  Form  S-8 is to compensate individuals and/or entities that have
performed  and  continue  to  perform services to the Registrant.  The Board has
authorized  this  registration  statement  and  has  written the Plan to satisfy
present  and  future  compensation obligations to professionals and consultants.
This  registration  is  limited  to  3,800,000 shares.  The Consultants that are
eligible  for  shares  under  the  Plan  have  performed, or will perform in the
future,  services or activities for which shares may be issued under a Form S-8.
Consultants  may  contact Howard B. Stern, the Plan Administrator and CEO of the
Registrant,  with  any  questions  at  (954)  736-1800.


ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL.

In addition to receiving a copy of the Plan, each eligible Consultant shall have
access,  upon  oral  or written request, to any documentation regarding the Plan
that  may  not  be  included  in  this  Registration  Statement.


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following documents, which are on file with the Securities and Exchange
Commission,  are  incorporated  herein  by  reference:

(a)     The Company's  most recent annual report, filed on Form 10-KSB on May 7,
2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  which  report  contains  audited financial
statements  for  the Company's latest fiscal year for which such statements have
been  filed.  The description of the Company's Common Stock is contained in that
amended  annual  report  incorporated  by  reference  herein.

(b)     The  Company's recent quarterly reports, filed on Form 10-QSB on May 21,
2001  and  August  24,  2001  respectively.


ITEM  4.  Description  of  Securities.

Not  Applicable.

ITEM  5.  Interest  of  Named  Experts  and  Counsel.

Not  Applicable.

ITEM  6.  Indemnification  of  Directors  and  Officers.

Nevada  Corporation  Law
------------------------

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.

Articles  of  Incorporation  and  By-Laws
-----------------------------------------

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.

SEC  Position  on  Indemnification  for  Security  Act  Liability
-----------------------------------------------------------------

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933,  as  amended,  may  be  permitted  to  directors, officers and controlling
persons  of  the Company pursuant to the foregoing provisions, or otherwise, the
Company  has  been  advised  that  in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act  of  1933,  as  amended, and is, therefore, unenforceable.  If a
claim  for  indemnification  against such liabilities (other than the payment by
the  Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company  in  the  successful  defense  of  any  action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection with the securities being registered, the Company 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 expressed in the Securities Act
of  1933,  as  amended,  and  will be governed by the final adjudication of such
issue.

Officers  and  Directors  Liability  Insurance
----------------------------------------------

At  present,  we do not maintain Officers and Directors Liability Insurance and,
because  of  the anticipated cost of such insurance, we have no present plans to
obtain  such  insurance.


ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.


ITEM  8.  Exhibits.

     The Articles of Incorporation and all amendments made thereto, which define
the  rights  of  common  shareholders  among  other things, have been previously
filed.  The  Registrant  does  not  intend  for  this Plan to be qualified under
ERISA,  and therefore does not need to comply with ERISA.  The Exhibit Index for
included  exhibits  for  this  Form  S-8 Registration appears immediately before
signatures.

ITEM  9.  UNDERTAKINGS.

F2  Broadcast  Network,  Inc.  hereby  undertakes:

(1)  To  file  during  any period in which offers or sales are being made, post-
effective  amendments(s)  to  this  Registration  Statement:

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

     (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 the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;

     Provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in  the Registration
Statement.


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

(4)  That,  for  purposes of determining any liability under the Securities Act,
each  filing of the Company's annual report pursuant to Section 13(a) or 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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be permitted to directors, officers or controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (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 the 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 whether such indemnification by it is against public
policy  as expressed in the Act and will be governed by the adjudication of such
issue.


                                  EXHIBIT INDEX
ITEM  8.  EXHIBITS.

4.1        F2  Broadcast  Network  Inc.  Consultants'  Compensation  Plan, dated
November  16,  2001.

5.1        Opinion  of Law Office of Andrea Cataneo Ltd. concerning the legality
of  the  securities  being  registered.

23.1       Consent  of Law Office of Andrea Cataneo Ltd. (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).


                                   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  19th  day  of  November  2001.

                            F2 BROADCAST NETWORK INC.



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


                                POWER OF ATTORNEY

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

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



Signature                 Title                              Date

/s/  Don  Edwards           Director                         November  19,  2001
-----------------------
Don  Edwards

/s/  Howard  B.  Stern       Principal  Executive Officer,     November 19, 2001
-----------------------   Principal  Financial  Officer,
Howard  Stern              Chief  Accounting  Officer,
                          and  Director





EXHIBIT  4.1
                           F2 BROADCAST NETWORK, INC.
                         CONSULTANTS COMPENSATION PLAN-2
1.     Purpose
       -------

The  purpose of this Plan is to provide compensation in the form of Common Stock
of the Company to eligible consultants that have previously rendered services or
that  will  render  services  during  the  term of this Consultants Compensation
Plan-2  (hereinafter  referred  to  as  the  "Plan".)

2.     Administration
       --------------

This  Plan  shall be administered by the Board of Directors who may from time to
time  issue  orders  or adopt resolutions, not inconstant with the provisions of
this  Plan, to interpret the provisions and supervise the administration of this
Plan.  The  CEO  shall  make  initial  determinations  as  to which consultants,
(a)     professionals  or  advisors  will  be considered to receive shares under
this  Plan,  and  will  provide  a  list  to  the  Board of Directors. All final
determinations  shall be by the affirmative vote of a majority of the members of
the  Board  of  Directors  at  a  meeting called for such purpose, or reduced to
writing  and  signed  by a majority of the members of the Board.  Subject to the
Corporation's  Bylaws, all decisions made by the Directors in selecting eligible
consultants  (hereinafter referred to as "Consultants"), establishing the number
of shares, and construing the provisions of this Plan shall be final, conclusive
and  binding  on  all persons including the Corporation, shareholders, employees
and  Consultants.

(b)     The  Board of Directors may from time to time appoint a Consultants Plan
Committee,  consisting  of  at  least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares to
be  allocated  to  each  such  Consultant.


(a)     If  the  SEC Rules and or regulations relating to the issuance of Common
Stock under a Form S-8 should change during the terms of this Plan, the Board of
Directors  shall  have  the power to alter this Plan to conform to such changes.

1.     Eligibility
       -----------

(a)     Shares  shall  be granted only to Professionals and Consultants that are
within  that  class  for  which  Form  S-8  is  applicable.

(b)     No  individual  or entity shall be granted more than 2,500,000 shares of
unrestricted  Common  Stock  under  this  Plan.

2.     Shares  Subject  to  the  Plan
       ------------------------------

The  total  number  of  shares  of  Common  Stock  to be subject to this Plan is
3,800,000.  The shares subject to the Plan will be registered with the SEC on or
about  November  16,  2001  in  a  Form  S-8  Registration.


5.     Death  of  Consultant
       ---------------------

If  a  Consultant  dies  while  he  is a Consultant of the Corporation or of any
subsidiary,  or within 90 days after such termination, the shares, to the extent
that the Consultant was to be issued shares under the plan, may be issued to his
personal  representative  or  the person or persons to whom his rights under the
plan  shall  pass  by  his  will  or  by  the  applicable  laws  of  descent and
distribution.

6.     Termination  of  Consultant,  retirement  or  disability
       --------------------------------------------------------


If  a  Consultant  shall  cease to be retained by the Corporation for any reason
(including  retirement  and  disability)  other  than  death after he shall have
continuously  been  so  retained for his specified term, he may, but only within
the  three-month  period  immediately  following  such  termination, request his
pro-rata  number  of  shares  for  his  services  already  rendered.

5.     Termination  of  the  Plan
       --------------------------

This Plan shall terminate one year after its adoption by the Board of Directors.
At  such  time, any shares that remain unsold shall be removed from registration
by  means  of  a  post-effective  amendment  to  the  Form  S-8.


6.     Effective  Date  of  the  Plan
       ------------------------------

This  Plan  shall  become effective upon its adoption by the Board of Directors.

                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The  undersigned,  being the CEO of F2 Broadcast Network, Inc., hereby certifies
that  the  foregoing  Plan  was  adopted  by  a  unanimous  vote of the Board of
Directors  on  November  16,  2001

                                /s/ Howard Stern
                          ____________________________
                              Howard B. Stern, CEO




EXHIBIT  5.1
                       LAW OFFICE OF ANDREA CATANEO, LTD.
                               81 MEADOWBROOK ROAD
                               RANDOLPH, NJ  07860

                                 (973) 442-9944
                                 (973) 442-9933


                                November 19, 2001
Board  of  Directors
F2  Broadcast  Network  Inc.
6421  Congress  Avenue,  Suite  115
Boca  Raton,  Florida  33487

Gentlemen:

We  have  represented  F2 Broadcast Network, Inc., a Nevada Corporation formerly
known  as  First  Entertainment  Holding Corp. (the Company), in connection with
preparation  of  the  Company's  Registration  Statement  on  Form  S-8  (the
Registration Statement) under the Securities Act of 1933, as amended, concerning
registration  of  the  proposed  issuance  of  up to 3,800,000 ("Shares") of the
Company's  Common Stock, (par value of $.001 per share) pursuant to the terms of
a  Consultants  Compensation  Plan-2  dated  November  16,  2001.

We  have  examined  the Articles of Incorporation and Bylaws of the Company, the
record  of  the  Company's  corporate  proceedings  concerning  the registration
described  above,  and  the  Plan.  In  addition,  we  have  examined such other
certificates,  agreements,  documents  and  papers,  and we have made such other
inquiries  and investigations of law as we have deemed appropriate and necessary
in  order  to express the opinion set forth in this letter. In our examinations,
we  have  assumed  the  genuineness  of  all signatures, the authenticity of all
documents  submitted  to  us as originals, photo static, or conformed copies and
the  authenticity of the originals of all such latter documents. In addition, as
to  certain  matters  we  have  relied upon certificates and advice from various
state  authorities and public officials, and we have assumed the accuracy of the
material  and  the  factual  matters  contained  therein.

Subject to the foregoing and on the basis of the aforementioned examinations and
investigations,  it  is  our  opinion  that  the  Shares,  if and when issued as
contemplated  by  the Plan, and as described in the Registration Statement, will
have  been  duly  authorized  and legally issued, and will upon payment of legal
consideration  constitute  fully paid and non-assessable shares of the Company's
Common  Stock.

We  hereby  consent  (a)  to  all  references  to  this firm in the Registration
Statement;  and  (b)  to  the  filing  of  this  opinion  as  an  exhibit to the
Registration  Statement.

This  opinion  is  to  be used solely for the purpose of the registration of the
Common  Stock  and  may  not  be  used  for  any  other  purpose.

Very  truly  yours,


LAW  OFFICE  OF  ANDREA  CATANEO  LTD.

/s/  Andrea  Cataneo

By:  Andrea  Cataneo,  Esq.

Exhibit  23.2

                     CONSENT OF GORDON, HUGHES & BANKS, LLP
                              INDEPENDENT AUDITORS

We  consent  to  the  reference  to  our  firm  under the caption Experts in the
Registration Statement on Form S-8 and to the incorporation by reference therein
of  our  report  dated April 25, 2001 with respect to the consolidated financial
statements  of  F2 Broadcast Network Inc. (formerly known as First Entertainment
Holding  Corp.)  and Subsidiaries as of December 31, 2000 included in its Annual
Report  on  Form  10-KSB  for  the  year ended December 31, 2000, filed with the
Securities  and  Exchange  Commission.



/s/  Gordon,  Hughes  &  Banks,  LLP
_______________________________
Gordon,  Hughes  &  Banks,  LLP
Englewood,  Colorado

November  19,  2001
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24989}]
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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        (IRS Employer Identification #)
                         incorporation or organization )

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

                            F2 BROADCAST NETWORK INC.
                         CONSULTANTS' COMPENSATION PLAN

                           (Full titles of the plans)

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

                                 (954) 736-1800
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
      Common Stock,                3,800,000                   $0.02                 $66,500                $16.63
     $.008 par value
========================== ============================= ===================== ====================== ======================
(1) Consists of 3,800,000 shares issuable pursuant to the Company's Consultant's
Compensation  Plan-2  (the  "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 November 15, 2001 is within
five  business days of the date of filing of this Registration Statement because
options  and  shares  have  not  yet  been  granted  under  the  Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.  PLAN  INFORMATION.

F2  Broadcast  Network,  Inc. ("The Company", "we", "us" or the "Registrant") is
offering  a  total  of 3,800,000 shares of its Common Stock to professionals and
consultants  for  services including legal consulting, production consulting and
other  consulting  services,  including  administrative,  computer software, and
marketing consulting services.  The issuance of shares is being made pursuant to
the  Consultants  Compensation  Plan-2  (the  "Plan")  adopted  by  the Board of
Directors  on  November  16, 2001.  The 3,800,000 shares will cover the costs of
previously rendered services as well as ongoing services to the Company.  A copy
of  the  Plan  has been distributed to all eligible consultants. Each consultant
has  agreed  to  accept  shares under the Plan in lieu of a cash payment for its
services.  The  shares  issued  hereunder  will  not  be  subject  to any resale
restrictions.  The Plan is not qualified under ERISA, nor is this Plan qualified
under  Section  401(a)  of  the  Internal  Revenue  Code.

There  are  no  ongoing  reporting obligations of Consultants, nor are there any
ongoing  contributions from the Registrant.  The purpose of this Registration of
securities  on  Form  S-8 is to compensate individuals and/or entities that have
performed  and  continue  to  perform services to the Registrant.  The Board has
authorized  this  registration  statement  and  has  written the Plan to satisfy
present  and  future  compensation obligations to professionals and consultants.
This  registration  is  limited  to  3,800,000 shares.  The Consultants that are
eligible  for  shares  under  the  Plan  have  performed, or will perform in the
future,  services or activities for which shares may be issued under a Form S-8.
Consultants  may  contact Howard B. Stern, the Plan Administrator and CEO of the
Registrant,  with  any  questions  at  (954)  736-1800.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL.

In addition to receiving a copy of the Plan, each eligible Consultant shall have
access,  upon  oral  or written request, to any documentation regarding the Plan
that  may  not  be  included  in  this  Registration  Statement.

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following documents, which are on file with the Securities and Exchange
Commission,  are  incorporated  herein  by  reference:

(a)     The Company's  most recent annual report, filed on Form 10-KSB on May 7,
2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act"),  which  report  contains  audited financial
statements  for  the Company's latest fiscal year for which such statements have
been  filed.  The description of the Company's Common Stock is contained in that
amended  annual  report  incorporated  by  reference  herein.

(b)     The  Company's recent quarterly reports, filed on Form 10-QSB on May 21,
2001  and  August  24,  2001  respectively.

ITEM  4.  Description  of  Securities.

Not  Applicable.

ITEM  5.  Interest  of  Named  Experts  and  Counsel.

Not  Applicable.

ITEM  6.  Indemnification  of  Directors  and  Officers.

Nevada  Corporation  Law
------------------------

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.

Articles  of  Incorporation  and  By-Laws
-----------------------------------------

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.

SEC  Position  on  Indemnification  for  Security  Act  Liability
-----------------------------------------------------------------

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933,  as  amended,  may  be  permitted  to  directors, officers and controlling
persons  of  the Company pursuant to the foregoing provisions, or otherwise, the
Company  has  been  advised  that  in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act  of  1933,  as  amended, and is, therefore, unenforceable.  If a
claim  for  indemnification  against such liabilities (other than the payment by
the  Company  of expenses incurred or paid by a director, officer or controlling
person  of  the  Company  in  the  successful  defense  of  any  action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection with the securities being registered, the Company 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 expressed in the Securities Act
of  1933,  as  amended,  and  will be governed by the final adjudication of such
issue.

Officers  and  Directors  Liability  Insurance
----------------------------------------------

At  present,  we do not maintain Officers and Directors Liability Insurance and,
because  of  the anticipated cost of such insurance, we have no present plans to
obtain  such  insurance.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  Exhibits.

     The Articles of Incorporation and all amendments made thereto, which define
the  rights  of  common  shareholders  among  other things, have been previously
filed.  The  Registrant  does  not  intend  for  this Plan to be qualified under
ERISA,  and therefore does not need to comply with ERISA.  The Exhibit Index for
included  exhibits  for  this  Form  S-8 Registration appears immediately before
signatures.

ITEM  9.  UNDERTAKINGS.

F2  Broadcast  Network,  Inc.  hereby  undertakes:

(1)  To  file  during  any period in which offers or sales are being made, post-
effective  amendments(s)  to  this  Registration  Statement:

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

     (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 the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;

     Provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in  the Registration
Statement.

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

(4)  That,  for  purposes of determining any liability under the Securities Act,
each  filing of the Company's annual report pursuant to Section 13(a) or 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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be permitted to directors, officers or controlling persons of the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (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 the 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 whether such indemnification by it is against public
policy  as expressed in the Act and will be governed by the adjudication of such
issue.

                                  EXHIBIT INDEX
ITEM  8.  EXHIBITS.

4.1        F2  Broadcast  Network  Inc.  Consultants'  Compensation  Plan, dated
November  16,  2001.

5.1        Opinion  of Law Office of Andrea Cataneo Ltd. concerning the legality
of  the  securities  being  registered.

23.1       Consent  of Law Office of Andrea Cataneo Ltd. (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).

                                   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  19th  day  of  November  2001.

                            F2 BROADCAST NETWORK INC.

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

                                POWER OF ATTORNEY

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

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

Signature                 Title                              Date

/s/  Don  Edwards           Director                         November  19,  2001
-----------------------
Don  Edwards

/s/  Howard  B.  Stern       Principal  Executive Officer,     November 19, 2001
-----------------------   Principal  Financial  Officer,
Howard  Stern              Chief  Accounting  Officer,
                          and  Director

EXHIBIT  4.1
                           F2 BROADCAST NETWORK, INC.
                         CONSULTANTS COMPENSATION PLAN-2
1.     Purpose
       -------

The  purpose of this Plan is to provide compensation in the form of Common Stock
of the Company to eligible consultants that have previously rendered services or
that  will  render  services  during  the  term of this Consultants Compensation
Plan-2  (hereinafter  referred  to  as  the  "Plan".)

2.     Administration
       --------------

This  Plan  shall be administered by the Board of Directors who may from time to
time  issue  orders  or adopt resolutions, not inconstant with the provisions of
this  Plan, to interpret the provisions and supervise the administration of this
Plan.  The  CEO  shall  make  initial  determinations  as  to which consultants,
(a)     professionals  or  advisors  will  be considered to receive shares under
this  Plan,  and  will  provide  a  list  to  the  Board of Directors. All final
determinations  shall be by the affirmative vote of a majority of the members of
the  Board  of  Directors  at  a  meeting called for such purpose, or reduced to
writing  and  signed  by a majority of the members of the Board.  Subject to the
Corporation's  Bylaws, all decisions made by the Directors in selecting eligible
consultants  (hereinafter referred to as "Consultants"), establishing the number
of shares, and construing the provisions of this Plan shall be final, conclusive
and  binding  on  all persons including the Corporation, shareholders, employees
and  Consultants.

(b)     The  Board of Directors may from time to time appoint a Consultants Plan
Committee,  consisting  of  at  least one Director and one officer, none of whom
shall be eligible to participate in the Plan while members of the Committee. The
Board of Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares to
be  allocated  to  each  such  Consultant.

(a)     If  the  SEC Rules and or regulations relating to the issuance of Common
Stock under a Form S-8 should change during the terms of this Plan, the Board of
Directors  shall  have  the power to alter this Plan to conform to such changes.

1.     Eligibility
       -----------

(a)     Shares  shall  be granted only to Professionals and Consultants that are
within  that  class  for  which  Form  S-8  is  applicable.

(b)     No  individual  or entity shall be granted more than 2,500,000 shares of
unrestricted  Common  Stock  under  this  Plan.

2.     Shares  Subject  to  the  Plan
       ------------------------------

The  total  number  of  shares  of  Common  Stock  to be subject to this Plan is
3,800,000.  The shares subject to the Plan will be registered with the SEC on or
about  November  16,  2001  in  a  Form  S-8  Registration.

5.     Death  of  Consultant
       ---------------------

If  a  Consultant  dies  while  he  is a Consultant of the Corporation or of any
subsidiary,  or within 90 days after such termination, the shares, to the extent
that the Consultant was to be issued shares under the plan, may be issued to his
personal  representative  or  the person or persons to whom his rights under the
plan  shall  pass  by  his  will  or  by  the  applicable  laws  of  descent and
distribution.

6.     Termination  of  Consultant,  retirement  or  disability
       --------------------------------------------------------

If  a  Consultant  shall  cease to be retained by the Corporation for any reason
(including  retirement  and  disability)  other  than  death after he shall have
continuously  been  so  retained for his specified term, he may, but only within
the  three-month  period  immediately  following  such  termination, request his
pro-rata  number  of  shares  for  his  services  already  rendered.

5.     Termination  of  the  Plan
       --------------------------

This Plan shall terminate one year after its adoption by the Board of Directors.
At  such  time, any shares that remain unsold shall be removed from registration
by  means  of  a  post-effective  amendment  to  the  Form  S-8.

6.     Effective  Date  of  the  Plan
       ------------------------------

This  Plan  shall  become effective upon its adoption by the Board of Directors.

                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)

The  undersigned,  being the CEO of F2 Broadcast Network, Inc., hereby certifies
that  the  foregoing  Plan  was  adopted  by  a  unanimous  vote of the Board of
Directors  on  November  16,  2001

                                /s/ Howard Stern
                          ____________________________
                              Howard B. Stern, CEO

EXHIBIT  5.1
                       LAW OFFICE OF ANDREA CATANEO, LTD.
                               81 MEADOWBROOK ROAD
                               RANDOLPH, NJ  07860

                                 (973) 442-9944
                                 (973) 442-9933

                                November 19, 2001
Board  of  Directors
F2  Broadcast  Network  Inc.
6421  Congress  Avenue,  Suite  115
Boca  Raton,  Florida  33487

Gentlemen:

We  have  represented  F2 Broadcast Network, Inc., a Nevada Corporation formerly
known  as  First  Entertainment  Holding Corp. (the Company), in connection with
preparation  of  the  Company's  Registration  Statement  on  Form  S-8  (the
Registration Statement) under the Securities Act of 1933, as amended, concerning
registration  of  the  proposed  issuance  of  up to 3,800,000 ("Shares") of the
Company's  Common Stock, (par value of $.001 per share) pursuant to the terms of
a  Consultants  Compensation  Plan-2  dated  November  16,  2001.

We  have  examined  the Articles of Incorporation and Bylaws of the Company, the
record  of  the  Company's  corporate  proceedings  concerning  the registration
described  above,  and  the  Plan.  In  addition,  we  have  examined such other
certificates,  agreements,  documents  and  papers,  and we have made such other
inquiries  and investigations of law as we have deemed appropriate and necessary
in  order  to express the opinion set forth in this letter. In our examinations,
we  have  assumed  the  genuineness  of  all signatures, the authenticity of all
documents  submitted  to  us as originals, photo static, or conformed copies and
the  authenticity of the originals of all such latter documents. In addition, as
to  certain  matters  we  have  relied upon certificates and advice from various
state  authorities and public officials, and we have assumed the accuracy of the
material  and  the  factual  matters  contained  therein.

Subject to the foregoing and on the basis of the aforementioned examinations and
investigations,  it  is  our  opinion  that  the  Shares,  if and when issued as
contemplated  by  the Plan, and as described in the Registration Statement, will
have  been  duly  authorized  and legally issued, and will upon payment of legal
consideration  constitute  fully paid and non-assessable shares of the Company's
Common  Stock.

We  hereby  consent  (a)  to  all  references  to  this firm in the Registration
Statement;  and  (b)  to  the  filing  of  this  opinion  as  an  exhibit to the
Registration  Statement.

This  opinion  is  to  be used solely for the purpose of the registration of the
Common  Stock  and  may  not  be  used  for  any  other  purpose.

Very  truly  yours,

LAW  OFFICE  OF  ANDREA  CATANEO  LTD.

/s/  Andrea  Cataneo

By:  Andrea  Cataneo,  Esq.

Exhibit  23.2

                     CONSENT OF GORDON, HUGHES & BANKS, LLP
                              INDEPENDENT AUDITORS

We  consent  to  the  reference  to  our  firm  under the caption Experts in the
Registration Statement on Form S-8 and to the incorporation by reference therein
of  our  report  dated April 25, 2001 with respect to the consolidated financial
statements  of  F2 Broadcast Network Inc. (formerly known as First Entertainment
Holding  Corp.)  and Subsidiaries as of December 31, 2000 included in its Annual
Report  on  Form  10-KSB  for  the  year ended December 31, 2000, filed with the
Securities  and  Exchange  Commission.

/s/  Gordon,  Hughes  &  Banks,  LLP
_______________________________
Gordon,  Hughes  &  Banks,  LLP
Englewood,  Colorado

November  19,  2001