AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON JANUARY 11, 2001

                                                      Registration No. 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)


 6421 Congress Ave., Suite 115, Boca Raton, FL                33487
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip  Code)

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001A

                           (Full titles of the plans)

                    Howard B. Stern, Chief Executive Officer
                            F2 Broadcast Network Inc.
                          6421 Congress Ave., Suite 115
                              Boca Raton, FL 33487
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (561) 241-9711
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Alan L. Talesnick, Esq.
                             Francis B. Barron, Esq.
                                Patton Boggs LLP
                         1660 Lincoln Street, Suite 1900
                             Denver, Colorado 80264
                                 (303) 830-1776

<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,           23,500,000 shares (1)           $0.011 (2)             $258,500                   $65
     $.008 par value
========================== ============================= ===================== ====================== ======================
</TABLE>

[FN]
(1)  Consists  of  23,500,000   shares   issuable   pursuant  to  the  Company's
Compensation Plan - 2001A (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 January 8, 2001 which is
within  five  business  days of the date of filing  (January  11,  2001) of this
Registration  Statement  because  options and shares  have not yet been  granted
under the Stock Plan.
</FN>


<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 23,500,000  shares of common stock pursuant to our Compensation  Plan - 2001A
(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 re-offer prospectus, relates to the reoffer or resale of any shares which
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  January 3, 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,  production  of our  products or
otherwise in connection with our business. The Stock Plan authorizes us to issue
up to 23,500,000 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  which  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 employees pursuant to Rule 428(b). Any and
all such requests  shall be directed to the Company at its  principal  office at
6421  Congress  Ave,  Suite 115, Boca Raton,  FL 33487,  attention:  Chairman or
President.

         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 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487; telephone (561) 241-9711.

         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.
                        23,500,000 Shares Of Common Stock



     This  prospectus  relates to the  transfer  of up to  23,500,000  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 - 2001A (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
"FTET". On January 3, 2001, the closing price of the common stock was $0.011 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 January 11, 2001.




<PAGE>



                    ----------------------------------------

                                TABLE OF CONTENTS
                    ----------------------------------------

                                                                         Page


PROSPECTUS SUMMARY.........................................................3


RISK FACTORS...............................................................4


THE COMPANY................................................................6


PROSPECTIVE SELLING STOCKHOLDERS...........................................7


PLAN OF DISTRIBUTION.......................................................9


LEGAL MATTERS..............................................................9


EXPERTS.................................................................. 10


INDEMNIFICATION...........................................................10


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
     We engage in, or hold  controlling  interests  in entities  that engage in,
radio, live entertainment and internet related  businesses.  Through our Quality
Communications,  Inc.  subsidiary,  we operate an FM radio  station in Gillette,
Wyoming that plays  contemporary  country music.  Through our Comedy Works, Inc.
subsidiary,  we operate a comedy club in downtown Denver, Colorado. We currently
intend to sell the Gillette  radio  station and our interest in the comedy club.
Through our F2 Market, Inc. subsidiary,  we engage in internet video production,
which is the current focus of the company,  and certain  other  internet-related
activities.  At the  present time,  we need  additional  funding to execute our
internet video production business plan.

 The  Offering
     The selling  stockholders  may sell a total of up to  23,500,000  shares of
common stock. The shares will be acquired by the selling  stockholders  pursuant
to our Stock Plan.

     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 the company's
Articles Of Incorporation with the Nevada Secretary Of State.

Company  Offices
     Our offices are located at 6421  Congress Ave,  Suite 155,  Boca Raton,  FL
33487; telephone (561) 241-9711.



<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 obtaining additional  financing,  and/or
extending our existing debt  obligations,  and/or  obtaining  additional  equity
capital and ultimately  achieving profitable  operations.  There is no assurance
that we will be  successful  in these plans.  The  financial  statements  do not
include any adjustments that might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

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

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

         Although we have developed,  and continue to develop,  our own internet
content and products,  we have entered into license  agreements  with respect to
other  internet  products.  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.

         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 to  continue  to refine,
develop, and market new products. We may not be able to obtain any such licenses
on commercially  reasonable  terms or at all or 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 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 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.

     We  currently  compete  in the  areas of radio  broadcasting,  comedy  club
operation and internet  related  businesses  with other  companies.  Many of our
competitors have substantially  larger financial and other resources than us. In
the internet area,  companies with greater financial  resources than us have not
been able to generate  positive  cash flow or profits  from  operating  internet
related  businesses.  From  time to time,  there  may be  competition  for,  and
shortage  of,  broadcasting  talent and  comedians,  and  internet  content  and
qualified computer technicians. We may therefore not be able to attract the best
available talent required to develop our businesses.  This competition and these
shortages could lead to an increase in costs that could  adversely  affect us by
increasing losses or reducing profits.  We also compete with other companies for
advertising on our radio station and internet portal.  Our internet revenues are
based on the  ability  to  attract  advertisers.  In  addition,  the low cost of
entering internet related businesses may result in additional competition in the
future.  All of these  factors  could  lead to our  incurring  higher  costs and
receiving lower revenues so that our losses increase.

Technology changes could lead to competitive disadvantages and additional costs.

         The  internet  related  businesses  in which we  operate  and intend to
operate are  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.

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 contains 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,
o        commercial acceptance of our products and planned products,  and
o        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

     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
JAnuary 4, 2001, we changed our name to "F2 Broadcast Network Inc."


     Currently, we operate or hold controlling interests in three active and two
non-operating business segments. The three active segments are known as "Radio",
"Live  Entertainment"  and "Internet".  The non-operating  segments are known as
"Film",  "Video",  and  "Retail".  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  January  2001,  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 site is located at
www.F2Network.com.

     To fund our evolving internet  business model, we need additional  funding.
We currently  intend to obtain this funding by selling our interest in a Denver,
Colorado comedy club and our Gillette, Wyoming radio station.

         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 23,500,000 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
4,000,000  shares  that may be  acquired  in the  future  by our  directors  and
officers  through  grants  under the Stock Plan and upon the exercise of options
granted under the Stock Plan.

         On January 3, 2001,  a total of  48,844,156  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.


<PAGE>


<TABLE>

                                                                                           Shares         Percentage
                                                  Shares Owned                             Owned           Of Class
                                                Prior To Offering       Shares             After             After
Name                          Position                                  Offered           Offering         Offering
<S>                    <C>                    <C>                  <C>                  <C>                 <C>

Doug Olson              Director               6,293,440 (1) (2) (3) 2,000,000           4,293,440             8.2%

Howard Stern            Chief Executive        6,687,741 (1) (2) (3) 2,000,000           4,687,741             8.9%
                        Officer, President
                        Secretary,
                        Treasurer and
                        Director


</TABLE>
[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 2,000,000 shares that may be issued pursuant to the Stock Plan as
     payment of compensation.

(3)  Includes  2,500,000  shares  authorized to be issued to the named  security
     holder 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 1,250,000 shares issuable
     upon the exercise of options to purchase up to  1,250,000  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          2,500,000         1,250,000
     Douglas Olson         2,500,000         1,250,000
     Michael Marsowicz     2,500,000         1,250,000
     Duane Knight          1,000,000           500,000
     Ronald Ratner         1,000,000           500,000
     Robert Fuchs            500,000           250,000
     ----------------------------------------------------------
                          10,000,000         5,000,000


     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 $.08 per share until September 15, 2005. The
     closing  sales price for the common stock on  September  15, 2000 was $.08.
     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 $.08 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
     5,000,000  shares  of  common  stock  elect to  exchange  them for  options
     exercisable  at each of the higher  prices,  options to purchase a total of
     20,000,000  shares would be  outstanding  at an exercise  price of $.32 per
     share.


</FN>

                              PLAN OF DISTRIBUTION

         The 23,500,000 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

         Patton  Boggs  LLP,  Denver,  Colorado,  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, 1999 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 upon
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, 1999;

o        Our Quarterly Reports on Form 10-QSB for the quarters ended September
         30, 2000, June 30, 2000 and March 31, 2000;

o        Our  Current  Reports  on Form  8-K  filed  with  the SEC on each of
         January 8, 2001,  December 28, 2000,  December 20, 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 as filed  with the SEC on February
         26, 1987; 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,  First  Entertainment  Holding Corp.,  6421
Congress Ave, Suite 155, Boca Raton, FL 33487. (561) 241-9711.

<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, 1999;

               (ii) the  Company's  Quarterly  Reports  on Form  10-QSB  for the
                    quarters ended  September 30, 2000,  June 30, 2000 and March
                    31, 2000;

              (iii) the Company's Current Reports on Form 8-K filed with the SEC
                    on each of January 8, 2001,  December 28, 2000, December 20,
                    2000,  November 7, 2000,  September  18, 2000 and August 24,
                    2000;

               (iv) the  description of the Company's  common stock contained in
                    the  Company's  registration  statement on Form 8-A as filed
                    with the SEC on February 26, 1987; and

               (v)  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      First Entertainment Holding Corp. Compensation Plan - 2001A,
                  dated January 5, 2001.

         5.1      Opinion of Patton Boggs LLP concerning the legality of the
                  securities being registered.

         23.1     Consent of Patton Boggs LLP (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
                           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  (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 Denver, State of Colorado, on the 11th day of January
2001.

                                            FIRST ENTERTAINMENT HOLDING CORP.

                                        By:/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                  January 11, 2001
Douglas R. Olson

/s/ William Rubin                     Director                  January 11, 2001
William Rubin

/s/ Howard B. Stern                   Principal Executive       January 11, 2001
Howard Stern                          Officer, Principal
                                      Financial Officer,
                                      Chief Accounting
                                      Officer, and Director



<PAGE>



                                  Exhibit Index


         4.1      First Entertainment Holding Corp. Compensation Plan-2001A,
                  dated January 3, 2001.

         5.1      Opinion of Patton Boggs LLP concerning the legality of the
                  securities being registered.

         23.1     Consent of Patton Boggs LLP (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").


<PAGE>


                                                                     Exhibit 4.1

                        FIRST ENTERTAINMENT HOLDING CORP.
                             COMPENSATION PLAN-2001A



         THIS  COMPENSATION  PLAN-2001A is adopted this 3rd day of January 2001,
by FIRST  ENTERTAINMENT  HOLDING CORP., a Nevada  corporation with its principal
place of business being located at 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487.

                                   WITNESSETH:

         WHEREAS,  the Board of Directors of FIRST ENTERTAINMENT  HOLDING CORP.,
(the  "Company")  has determined  that it would be to its advantage,  and in its
best interests,  to grant certain  consultants and advisors,  as well as certain
employees,  shares of the  Company's  .008 par value  common  stock (the "Common
Stock") and/or the  opportunity  to purchase  Common Stock as  compensation  for
their service; and

         WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain  advantageous  benefits by issuing stock and/or  granting  stock
options to individuals  described in the preceding  paragraph from time to time,
although  these  options  are not to be granted  pursuant  to  Section  422A and
related sections of the Internal Revenue Code as amended;

         NOW  THEREFORE,  the  Board  adopts  this  as the  First  Entertainment
Compensation Plan-2001A (the "Plan").

1.00     EFFECTIVE DATE AND TERMINATION OF PLAN
         The effective date of the Plan is January 5, 2001, which is the day the
Plan was  adopted by the Board.  The Plan will  terminate  on the earlier of the
date of the grant of the final share of Common Stock allocated under the Plan or
the final option to purchase shares of Common Stock allocated under the Plan, or
ten years from the date  thereof,  whichever is earlier,  and no options will be
granted thereafter pursuant to this Plan.

2.00     ADMINISTRATION OF PLAN
         The Plan shall be administered by the Board, which may adopt such rules
and regulations for its  administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to  have  such  composition  and  duties  as the  Board  may  from  time to time
determine.

3.00     ELIGIBILITY TO PARTICIPATE IN THE PLAN

         3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate,  from time to time those  consultants,  advisors,
and  employees of the Company,  or  consultants,  advisors,  and  employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
and/or  options  are to be  granted  hereunder  and the  number  of shares to be
optioned  from time to time to any  individual  or entity.  In  determining  the
eligibility of an individual or entity to receive  shares or an option,  as well
as in  determining  the  number of shares to be issued  and/or  optioned  to any
individual or entity, the Board, or its designee,  shall consider the nature and
value to the Company for the  services  which have been  rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.

         3.02 To be eligible to be selected to receive an option,  an individual
must be a  consultant,  advisor or an employee  of the Company or a  consultant,
advisor,  or an employee of a parent or subsidiary  corporation  of the Company.
The grant of each option shall be confirmed  by a Stock Option  Agreement  which
shall be executed by the  Company  and the  optionee as promptly as  practicable
after such  grant.  More than one option  may be  granted  to an  individual  or
entity.  The shares may, as determined  by the Board or its designee,  be issued
directly to such  entities  only if such  issuance  does not violate  applicable
provisions of federal or state laws, rules or regulations.

         3.03     An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

         3.04 The option price (determined as of the time the option is granted)
of the stock for which any person may be granted  options under this Plan may be
increased or reduced by the Board,  or its designee,  as described in Section 5,
below.

4.00     NUMBER OF SHARES SUBJECT TO THE PLAN

         4.01 The Board shall  reserve  for the  purposes of the Plan a total of
23,500,000  of the  authorized  but  unissued  shares  of  common  shares of the
Company,  provided that any shares as to which an option  granted under the Plan
remains unexercised at the expiration thereof may be the subject of the grant of
further  options  under the Plan within the limits and under the terms set forth
in Article 3.00 hereof.

5.00     PRICE OF COMMON SHARES

         5.01 The price per share of Common  Stock to be
issued directly or by option shall not be less than the Fair Market Value, as of
the date of grant, as defined below.

         For  purposes of this Plan,  the Fair Market Value as of any date shall
be  as  reasonably  determined  by  the  Board  or  Compensation  Committee,  as
applicable;  provided,  however, that if there is a public market for the Common
Stock,  the Fair Market  Value of the option  shares as of any date shall not be
less than the last  reported sale price for the Common Stock on that date (or on
the preceding stock market business day if such date is a Saturday, Sunday, or a
holiday),  on a national  securities  exchange,  as  reported in The Wall Street
Journal,  or if not  reported  in The Wall  Street  Journal,  as reported in The
Denver Post, Denver, Colorado or, if no last sale price on a national securities
exchange is available, then the last reported sale price on either another stock
exchange or on a national or local  over-the-counter  market, as reported by The
Wall Street Journal,  or if not available  there,  in The Denver Post;  provided
further,  that if no such published last sale price is available and a published
bid price is available from one of those sources,  then the Fair Market Value of
the shares  shall not be less than such last  reported  bid price for the Common
Stock, and if no such published bid price is available, the Fair Market Value of
such shares  shall not be less than the  average of the bid prices  quoted as of
the close of  business on that date by any two  independent  persons or entities
making a market for the Common Stock, such persons or entities to be selected by
the Board or Compensation Committee, as applicable.

6.00     SUCCESSIVE OPTIONS

         Any option  granted under this Plan to an person may be  exercisable at
such  person's  discretion  while there is  outstanding  any other stock  option
previously  granted to such person,  whether  under this Plan or any other stock
option plan of the Company.

7.00     PERIOD AND EXERCISE OF OPTION

         7.01 Options granted under this Plan shall expire on the first to occur
of the following  dates whether or not  exercisable on such dates:  (i) five (5)
years from the date the option is  initially  granted;  (ii) six (6) months from
the date the person ceases  employment  due to permanent  and total  disability;
(iii) the date of termination  of employment for reasons other than  retirement,
permanent and total  disability or death,  unless the Board  determines,  in its
sole discretion,  that it would be in the best interest of the Company to extend
the options for a period not to exceed three (3) years; or (iv) three (3) months
from the date the employee retires with permission of the Board.

         7.02 Any option granted under this Plan may be immediately exercised by
the holder  thereof.  Such an option may be exercised in whole or in part at the
time  it  becomes  exercisable  or  from  time to  time  thereafter,  until  the
expiration  of the  option  unless  the  option is  terminated  pursuant  to the
provisions of this Plan.

8.00     PAYMENT FOR OPTIONED SHARES

         When a person  holding an option  granted under this Plan exercises any
portion of the option he shall pay the full option price for the shares  covered
by the  exercise  of that  portion  of his option  within  one month  after such
exercise.  As soon as practicable  after the person  notifies the Company of the
exercise  of his option and makes  payment of the  required  option  price,  the
Company shall issue such shares to the person.

9.00     RESTRICTIONS ON TRANSFER

         9.01 No  right or  privilege  of any  person  under  the Plan  shall be
transferable or assignable,  except to the person's  personal  representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.

         9.02 If an person dies holding  outstanding  options issued pursuant to
this Plan,  his personal  representative  shall have the right to exercise  such
options only within one year of the death of the person.

10.00    RECLASSIFICATION, CONSOLIDATION OR MERGER

         If and to the extent that the number of issued  shares of Common  Stock
shall be increased or reduced by change in par value, split-up reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject to direct  issuance or an option  held by a person and the option  price
per share shall be  proportionately  adjusted.  If the Company is reorganized or
consolidated or merged with another corporation, the person shall be entitled to
receive  direct  issuance  or  options  covering  shares  of  such  reorganized,
consolidated,  or merged company in the same proportion, at an equivalent price,
and subject to the same conditions.

11.00    DISSOLUTION OR LIQUIDATION

         Upon the dissolution or liquidation of the Company, the options granted
hereunder  shall  terminate and become null and void,  but the person shall have
the right  immediately  prior to such dissolution or liquidation to exercise any
options  granted  and  exercisable  hereunder  to the  full  extent  not  before
exercised.

12.00    BINDING EFFECT

         This Plan shall inure to the benefit of and be binding upon the Company
and its  employees,  and  their  respective  heirs,  executors,  administrators,
successors and assigns.

13.00    ADOPTION OF PLAN

         This  Plan has been  duly  adopted  by the  Board of  Directors  of the
Company on January 5, 2001.

14.00    NOTICES

         Any  notice  to be given to the  Company  under  the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.

         IN WITNESS WHEREOF,  the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.

                                            FIRST ENTERTAINMENT HOLDING CORP.



                                            By /s/ Howard B. Stern
                                             -----------------------------------
                                                   Howard Stern, Chairman and
                                                   Chief Executive Officer



<PAGE>


                                                                     Exhibit 5.1
                                Patton Boggs LLP
                               1660 Lincoln Street
                                   Suite 1900
                             Denver, Colorado 80264

                                 (303) 830-1776

                                 January 11, 2001

F2 Broadcast Network Inc.
6421 Congress Ave, Suite 155
Boca Raton, FL 33487

Gentlemen and Ladies:

         We have acted as  counsel  for F2 Broadcast Network Inc.,  a
Nevada  corporation  (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
issuance  and/or  transfer  of up to  23,500,000  shares (the  "Shares")  of the
Company's  $.008 par value common  stock (the  "Common  Stock") to or by certain
stockholders of the Company (the "Stockholders").  These shares may be issued to
or acquired by the  Stockholders  pursuant to grants of stock and options  under
the Company's Compensation Plan - 2001A (the "Stock Plan").

         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 Stock 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,  photostatic,  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 herein.

         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 Stock Plan, and as described in the  Registration
Statement,  will  have  been  duly  authorized  and  legally  issued,  and  will
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,

                                                     /s/ Patton Boggs LLP

                                                     PATTON BOGGS LLP
PB: ALT/FBB


<PAGE>


                                                                    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 March 17, 2000, with respect to the  consolidated  financial
statements of F2 Broadcast  Network Inc.,  formerly know as First  Entertainment
Holding  Corp.,  for the year ended  December  31,  1999  included in its Annual
Report on Form  10-KSB  for the year ended  December  31,  1999,  filed with the
Securities and Exchange Commission.


/s/ Gordon, Hughes & Banks, LLP
Denver, Colorado
January 9, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 71482}]
{"company-data": {"conformed-name": "FIRST ENTERTAINMENT HOLDING CORP", "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": "333-53556", "film-number": "1507225"}, "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 INC", "date-changed": "19930622"}, {"former-conformed-name": "VIDEO COMMUNICATIONS & RADIO INC", "date-changed": "19920703"}, {"former-conformed-name": "VIDEOTRIP CORP /CO/", "date-changed": "19881024"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON JANUARY 11, 2001

                                                      Registration No. 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)

 6421 Congress Ave., Suite 115, Boca Raton, FL                33487
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip  Code)

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001A

                           (Full titles of the plans)

                    Howard B. Stern, Chief Executive Officer
                            F2 Broadcast Network Inc.
                          6421 Congress Ave., Suite 115
                              Boca Raton, FL 33487
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (561) 241-9711
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Alan L. Talesnick, Esq.
                             Francis B. Barron, Esq.
                                Patton Boggs LLP
                         1660 Lincoln Street, Suite 1900
                             Denver, Colorado 80264
                                 (303) 830-1776
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,           23,500,000 shares (1)           $0.011 (2)             $258,500                   $65
     $.008 par value
========================== ============================= ===================== ====================== ======================
[FN]
(1)  Consists  of  23,500,000   shares   issuable   pursuant  to  the  Company's
Compensation Plan - 2001A (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 January 8, 2001 which is
within  five  business  days of the date of filing  (January  11,  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 23,500,000  shares of common stock pursuant to our Compensation  Plan - 2001A
(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 re-offer prospectus, relates to the reoffer or resale of any shares which
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  January 3, 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,  production  of our  products or
otherwise in connection with our business. The Stock Plan authorizes us to issue
up to 23,500,000 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  which  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 employees pursuant to Rule 428(b). Any and
all such requests  shall be directed to the Company at its  principal  office at
6421  Congress  Ave,  Suite 115, Boca Raton,  FL 33487,  attention:  Chairman or
President.

         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 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487; telephone (561) 241-9711.

         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.
                        23,500,000 Shares Of Common Stock

     This  prospectus  relates to the  transfer  of up to  23,500,000  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 - 2001A (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
"FTET". On January 3, 2001, the closing price of the common stock was $0.011 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 January 11, 2001.
----------------------------------------

                                TABLE OF CONTENTS
                    ----------------------------------------

                                                                         Page

PROSPECTUS SUMMARY.........................................................3

RISK FACTORS...............................................................4

THE COMPANY................................................................6

PROSPECTIVE SELLING STOCKHOLDERS...........................................7

PLAN OF DISTRIBUTION.......................................................9

LEGAL MATTERS..............................................................9

EXPERTS.................................................................. 10

INDEMNIFICATION...........................................................10

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
     We engage in, or hold  controlling  interests  in entities  that engage in,
radio, live entertainment and internet related  businesses.  Through our Quality
Communications,  Inc.  subsidiary,  we operate an FM radio  station in Gillette,
Wyoming that plays  contemporary  country music.  Through our Comedy Works, Inc.
subsidiary,  we operate a comedy club in downtown Denver, Colorado. We currently
intend to sell the Gillette  radio  station and our interest in the comedy club.
Through our F2 Market, Inc. subsidiary,  we engage in internet video production,
which is the current focus of the company,  and certain  other  internet-related
activities.  At the  present time,  we need  additional  funding to execute our
internet video production business plan.

 The  Offering
     The selling  stockholders  may sell a total of up to  23,500,000  shares of
common stock. The shares will be acquired by the selling  stockholders  pursuant
to our Stock Plan.

     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 the company's
Articles Of Incorporation with the Nevada Secretary Of State.

Company  Offices
     Our offices are located at 6421  Congress Ave,  Suite 155,  Boca Raton,  FL
33487; telephone (561) 241-9711.
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 obtaining additional  financing,  and/or
extending our existing debt  obligations,  and/or  obtaining  additional  equity
capital and ultimately  achieving profitable  operations.  There is no assurance
that we will be  successful  in these plans.  The  financial  statements  do not
include any adjustments that might result from the going concern uncertainties.

The multimedia entertainment business is speculative in nature.

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

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

         Although we have developed,  and continue to develop,  our own internet
content and products,  we have entered into license  agreements  with respect to
other  internet  products.  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.

         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 to  continue  to refine,
develop, and market new products. We may not be able to obtain any such licenses
on commercially  reasonable  terms or at all or 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 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 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.

     We  currently  compete  in the  areas of radio  broadcasting,  comedy  club
operation and internet  related  businesses  with other  companies.  Many of our
competitors have substantially  larger financial and other resources than us. In
the internet area,  companies with greater financial  resources than us have not
been able to generate  positive  cash flow or profits  from  operating  internet
related  businesses.  From  time to time,  there  may be  competition  for,  and
shortage  of,  broadcasting  talent and  comedians,  and  internet  content  and
qualified computer technicians. We may therefore not be able to attract the best
available talent required to develop our businesses.  This competition and these
shortages could lead to an increase in costs that could  adversely  affect us by
increasing losses or reducing profits.  We also compete with other companies for
advertising on our radio station and internet portal.  Our internet revenues are
based on the  ability  to  attract  advertisers.  In  addition,  the low cost of
entering internet related businesses may result in additional competition in the
future.  All of these  factors  could  lead to our  incurring  higher  costs and
receiving lower revenues so that our losses increase.

Technology changes could lead to competitive disadvantages and additional costs.

         The  internet  related  businesses  in which we  operate  and intend to
operate are  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.

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 contains 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,
o        commercial acceptance of our products and planned products,  and
o        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

     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
JAnuary 4, 2001, we changed our name to "F2 Broadcast Network Inc."

     Currently, we operate or hold controlling interests in three active and two
non-operating business segments. The three active segments are known as "Radio",
"Live  Entertainment"  and "Internet".  The non-operating  segments are known as
"Film",  "Video",  and  "Retail".  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  January  2001,  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 site is located at
www.F2Network.com.

     To fund our evolving internet  business model, we need additional  funding.
We currently  intend to obtain this funding by selling our interest in a Denver,
Colorado comedy club and our Gillette, Wyoming radio station.

         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 23,500,000 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
4,000,000  shares  that may be  acquired  in the  future  by our  directors  and
officers  through  grants  under the Stock Plan and upon the exercise of options
granted under the Stock Plan.

         On January 3, 2001,  a total of  48,844,156  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 Offering       Shares             After             After
Name                          Position                                  Offered           Offering         Offering
Doug Olson              Director               6,293,440 (1) (2) (3) 2,000,000           4,293,440             8.2%

Howard Stern            Chief Executive        6,687,741 (1) (2) (3) 2,000,000           4,687,741             8.9%
                        Officer, President
                        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 2,000,000 shares that may be issued pursuant to the Stock Plan as
     payment of compensation.

(3)  Includes  2,500,000  shares  authorized to be issued to the named  security
     holder 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 1,250,000 shares issuable
     upon the exercise of options to purchase up to  1,250,000  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          2,500,000         1,250,000
     Douglas Olson         2,500,000         1,250,000
     Michael Marsowicz     2,500,000         1,250,000
     Duane Knight          1,000,000           500,000
     Ronald Ratner         1,000,000           500,000
     Robert Fuchs            500,000           250,000
     ----------------------------------------------------------
                          10,000,000         5,000,000

     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 $.08 per share until September 15, 2005. The
     closing  sales price for the common stock on  September  15, 2000 was $.08.
     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 $.08 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
     5,000,000  shares  of  common  stock  elect to  exchange  them for  options
     exercisable  at each of the higher  prices,  options to purchase a total of
     20,000,000  shares would be  outstanding  at an exercise  price of $.32 per
     share.

                              PLAN OF DISTRIBUTION

         The 23,500,000 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

         Patton  Boggs  LLP,  Denver,  Colorado,  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, 1999 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 upon
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, 1999;

o        Our Quarterly Reports on Form 10-QSB for the quarters ended September
         30, 2000, June 30, 2000 and March 31, 2000;

o        Our  Current  Reports  on Form  8-K  filed  with  the SEC on each of
         January 8, 2001,  December 28, 2000,  December 20, 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 as filed  with the SEC on February
         26, 1987; 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,  First  Entertainment  Holding Corp.,  6421
Congress Ave, Suite 155, Boca Raton, FL 33487. (561) 241-9711.
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, 1999;

               (ii) the  Company's  Quarterly  Reports  on Form  10-QSB  for the
                    quarters ended  September 30, 2000,  June 30, 2000 and March
                    31, 2000;

              (iii) the Company's Current Reports on Form 8-K filed with the SEC
                    on each of January 8, 2001,  December 28, 2000, December 20,
                    2000,  November 7, 2000,  September  18, 2000 and August 24,
                    2000;

               (iv) the  description of the Company's  common stock contained in
                    the  Company's  registration  statement on Form 8-A as filed
                    with the SEC on February 26, 1987; and

               (v)  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      First Entertainment Holding Corp. Compensation Plan - 2001A,
                  dated January 5, 2001.

         5.1      Opinion of Patton Boggs LLP concerning the legality of the
                  securities being registered.

         23.1     Consent of Patton Boggs LLP (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
                           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  (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 Denver, State of Colorado, on the 11th day of January
2001.

                                            FIRST ENTERTAINMENT HOLDING CORP.

                                        By:/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                  January 11, 2001
Douglas R. Olson

/s/ William Rubin                     Director                  January 11, 2001
William Rubin

/s/ Howard B. Stern                   Principal Executive       January 11, 2001
Howard Stern                          Officer, Principal
                                      Financial Officer,
                                      Chief Accounting
                                      Officer, and Director
Exhibit Index

         4.1      First Entertainment Holding Corp. Compensation Plan-2001A,
                  dated January 3, 2001.

         5.1      Opinion of Patton Boggs LLP concerning the legality of the
                  securities being registered.

         23.1     Consent of Patton Boggs LLP (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").
Exhibit 4.1

                        FIRST ENTERTAINMENT HOLDING CORP.
                             COMPENSATION PLAN-2001A

         THIS  COMPENSATION  PLAN-2001A is adopted this 3rd day of January 2001,
by FIRST  ENTERTAINMENT  HOLDING CORP., a Nevada  corporation with its principal
place of business being located at 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487.

                                   WITNESSETH:

         WHEREAS,  the Board of Directors of FIRST ENTERTAINMENT  HOLDING CORP.,
(the  "Company")  has determined  that it would be to its advantage,  and in its
best interests,  to grant certain  consultants and advisors,  as well as certain
employees,  shares of the  Company's  .008 par value  common  stock (the "Common
Stock") and/or the  opportunity  to purchase  Common Stock as  compensation  for
their service; and

         WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain  advantageous  benefits by issuing stock and/or  granting  stock
options to individuals  described in the preceding  paragraph from time to time,
although  these  options  are not to be granted  pursuant  to  Section  422A and
related sections of the Internal Revenue Code as amended;

         NOW  THEREFORE,  the  Board  adopts  this  as the  First  Entertainment
Compensation Plan-2001A (the "Plan").

1.00     EFFECTIVE DATE AND TERMINATION OF PLAN
         The effective date of the Plan is January 5, 2001, which is the day the
Plan was  adopted by the Board.  The Plan will  terminate  on the earlier of the
date of the grant of the final share of Common Stock allocated under the Plan or
the final option to purchase shares of Common Stock allocated under the Plan, or
ten years from the date  thereof,  whichever is earlier,  and no options will be
granted thereafter pursuant to this Plan.

2.00     ADMINISTRATION OF PLAN
         The Plan shall be administered by the Board, which may adopt such rules
and regulations for its  administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to  have  such  composition  and  duties  as the  Board  may  from  time to time
determine.

3.00     ELIGIBILITY TO PARTICIPATE IN THE PLAN

         3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate,  from time to time those  consultants,  advisors,
and  employees of the Company,  or  consultants,  advisors,  and  employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
and/or  options  are to be  granted  hereunder  and the  number  of shares to be
optioned  from time to time to any  individual  or entity.  In  determining  the
eligibility of an individual or entity to receive  shares or an option,  as well
as in  determining  the  number of shares to be issued  and/or  optioned  to any
individual or entity, the Board, or its designee,  shall consider the nature and
value to the Company for the  services  which have been  rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.

         3.02 To be eligible to be selected to receive an option,  an individual
must be a  consultant,  advisor or an employee  of the Company or a  consultant,
advisor,  or an employee of a parent or subsidiary  corporation  of the Company.
The grant of each option shall be confirmed  by a Stock Option  Agreement  which
shall be executed by the  Company  and the  optionee as promptly as  practicable
after such  grant.  More than one option  may be  granted  to an  individual  or
entity.  The shares may, as determined  by the Board or its designee,  be issued
directly to such  entities  only if such  issuance  does not violate  applicable
provisions of federal or state laws, rules or regulations.

         3.03     An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

         3.04 The option price (determined as of the time the option is granted)
of the stock for which any person may be granted  options under this Plan may be
increased or reduced by the Board,  or its designee,  as described in Section 5,
below.

4.00     NUMBER OF SHARES SUBJECT TO THE PLAN

         4.01 The Board shall  reserve  for the  purposes of the Plan a total of
23,500,000  of the  authorized  but  unissued  shares  of  common  shares of the
Company,  provided that any shares as to which an option  granted under the Plan
remains unexercised at the expiration thereof may be the subject of the grant of
further  options  under the Plan within the limits and under the terms set forth
in Article 3.00 hereof.

5.00     PRICE OF COMMON SHARES

         5.01 The price per share of Common  Stock to be
issued directly or by option shall not be less than the Fair Market Value, as of
the date of grant, as defined below.

         For  purposes of this Plan,  the Fair Market Value as of any date shall
be  as  reasonably  determined  by  the  Board  or  Compensation  Committee,  as
applicable;  provided,  however, that if there is a public market for the Common
Stock,  the Fair Market  Value of the option  shares as of any date shall not be
less than the last  reported sale price for the Common Stock on that date (or on
the preceding stock market business day if such date is a Saturday, Sunday, or a
holiday),  on a national  securities  exchange,  as  reported in The Wall Street
Journal,  or if not  reported  in The Wall  Street  Journal,  as reported in The
Denver Post, Denver, Colorado or, if no last sale price on a national securities
exchange is available, then the last reported sale price on either another stock
exchange or on a national or local  over-the-counter  market, as reported by The
Wall Street Journal,  or if not available  there,  in The Denver Post;  provided
further,  that if no such published last sale price is available and a published
bid price is available from one of those sources,  then the Fair Market Value of
the shares  shall not be less than such last  reported  bid price for the Common
Stock, and if no such published bid price is available, the Fair Market Value of
such shares  shall not be less than the  average of the bid prices  quoted as of
the close of  business on that date by any two  independent  persons or entities
making a market for the Common Stock, such persons or entities to be selected by
the Board or Compensation Committee, as applicable.

6.00     SUCCESSIVE OPTIONS

         Any option  granted under this Plan to an person may be  exercisable at
such  person's  discretion  while there is  outstanding  any other stock  option
previously  granted to such person,  whether  under this Plan or any other stock
option plan of the Company.

7.00     PERIOD AND EXERCISE OF OPTION

         7.01 Options granted under this Plan shall expire on the first to occur
of the following  dates whether or not  exercisable on such dates:  (i) five (5)
years from the date the option is  initially  granted;  (ii) six (6) months from
the date the person ceases  employment  due to permanent  and total  disability;
(iii) the date of termination  of employment for reasons other than  retirement,
permanent and total  disability or death,  unless the Board  determines,  in its
sole discretion,  that it would be in the best interest of the Company to extend
the options for a period not to exceed three (3) years; or (iv) three (3) months
from the date the employee retires with permission of the Board.

         7.02 Any option granted under this Plan may be immediately exercised by
the holder  thereof.  Such an option may be exercised in whole or in part at the
time  it  becomes  exercisable  or  from  time to  time  thereafter,  until  the
expiration  of the  option  unless  the  option is  terminated  pursuant  to the
provisions of this Plan.

8.00     PAYMENT FOR OPTIONED SHARES

         When a person  holding an option  granted under this Plan exercises any
portion of the option he shall pay the full option price for the shares  covered
by the  exercise  of that  portion  of his option  within  one month  after such
exercise.  As soon as practicable  after the person  notifies the Company of the
exercise  of his option and makes  payment of the  required  option  price,  the
Company shall issue such shares to the person.

9.00     RESTRICTIONS ON TRANSFER

         9.01 No  right or  privilege  of any  person  under  the Plan  shall be
transferable or assignable,  except to the person's  personal  representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.

         9.02 If an person dies holding  outstanding  options issued pursuant to
this Plan,  his personal  representative  shall have the right to exercise  such
options only within one year of the death of the person.

10.00    RECLASSIFICATION, CONSOLIDATION OR MERGER

         If and to the extent that the number of issued  shares of Common  Stock
shall be increased or reduced by change in par value, split-up reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject to direct  issuance or an option  held by a person and the option  price
per share shall be  proportionately  adjusted.  If the Company is reorganized or
consolidated or merged with another corporation, the person shall be entitled to
receive  direct  issuance  or  options  covering  shares  of  such  reorganized,
consolidated,  or merged company in the same proportion, at an equivalent price,
and subject to the same conditions.

11.00    DISSOLUTION OR LIQUIDATION

         Upon the dissolution or liquidation of the Company, the options granted
hereunder  shall  terminate and become null and void,  but the person shall have
the right  immediately  prior to such dissolution or liquidation to exercise any
options  granted  and  exercisable  hereunder  to the  full  extent  not  before
exercised.

12.00    BINDING EFFECT

         This Plan shall inure to the benefit of and be binding upon the Company
and its  employees,  and  their  respective  heirs,  executors,  administrators,
successors and assigns.

13.00    ADOPTION OF PLAN

         This  Plan has been  duly  adopted  by the  Board of  Directors  of the
Company on January 5, 2001.

14.00    NOTICES

         Any  notice  to be given to the  Company  under  the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.

         IN WITNESS WHEREOF,  the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.

                                            FIRST ENTERTAINMENT HOLDING CORP.

                                            By /s/ Howard B. Stern
                                             -----------------------------------
                                                   Howard Stern, Chairman and
                                                   Chief Executive Officer
Exhibit 5.1
                                Patton Boggs LLP
                               1660 Lincoln Street
                                   Suite 1900
                             Denver, Colorado 80264

                                 (303) 830-1776

                                 January 11, 2001

F2 Broadcast Network Inc.
6421 Congress Ave, Suite 155
Boca Raton, FL 33487

Gentlemen and Ladies:

         We have acted as  counsel  for F2 Broadcast Network Inc.,  a
Nevada  corporation  (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
issuance  and/or  transfer  of up to  23,500,000  shares (the  "Shares")  of the
Company's  $.008 par value common  stock (the  "Common  Stock") to or by certain
stockholders of the Company (the "Stockholders").  These shares may be issued to
or acquired by the  Stockholders  pursuant to grants of stock and options  under
the Company's Compensation Plan - 2001A (the "Stock Plan").

         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 Stock 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,  photostatic,  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 herein.

         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 Stock Plan, and as described in the  Registration
Statement,  will  have  been  duly  authorized  and  legally  issued,  and  will
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,

                                                     /s/ Patton Boggs LLP

                                                     PATTON BOGGS LLP
PB: ALT/FBB
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 March 17, 2000, with respect to the  consolidated  financial
statements of F2 Broadcast  Network Inc.,  formerly know as First  Entertainment
Holding  Corp.,  for the year ended  December  31,  1999  included in its Annual
Report on Form  10-KSB  for the year ended  December  31,  1999,  filed with the
Securities and Exchange Commission.

/s/ Gordon, Hughes & Banks, LLP
Denver, Colorado
January 9, 2001