AS FILED WITH THE SECURITIES AND EXCHANGE
                           COMMISSION ON MAY 14, 2001
                                                  Registration Number: 333-XXXXX
 =============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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


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

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001E

                           (Full titles of the plans)

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

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

                                    Copy to:

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



<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
<S>                         <C>                           <C>                   <C>                     <C>
      Common Stock,                 50,000,000               $0.0043 (2)             $215,000                  $54
     $.008 par value
========================== ============================= ===================== ====================== ======================
<FN>

(1)  Consists  of  50,000,000   shares   issuable   pursuant  to  the  Company's
     Compensation Plan - 2001E (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 May 11, 2001 which
     is within five  business  days of the date of filing (May 14, 2001) of this
     Registration Statement because options and shares have not yet been granted
     under the Stock Plan.
</FN>
</TABLE>

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   This registration statement relates to two
                             separate prospectuses.

Items 1 and 2 of this Part I, and the documents incorporated herein by reference
pursuant to Item 3 of Part II of this Form S-8,  constitute the first prospectus
relating  to  issuances  to  our  employees,  consultants  and  others  of up to
50,000,000 shares of common stock pursuant to our Compensation Plan - 2001E (the
"Stock Plan").  Pursuant to the  requirements  of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan  participants any required  information
as  specified  by Rule  428(b)(1).  The second  prospectus,  referred  to as the
reoffer  prospectus,  relates to the  reoffer or resale of any shares  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  May 8, 2001 to provide us with
flexibility  and to conserve our cash resources in  compensating  certain of our
technical,  administrative  and  professional  employees and  consultants and to
supplement prior stock option plans. The issuance of shares under the Stock Plan
is restricted to persons and firms who are closely-related to us and who provide
services in connection  with the  development and production of our products and
services or otherwise in connection with our business. The Stock Plan authorizes
us to issue up to 50,000,000  shares of our common stock.  Shares must be issued
only for bona  fide  services  and may not be issued  under  the Stock  Plan for
services  in   connection   with  the  offer  and  sale  of   securities   in  a
capital-raising or capital promoting  transaction.  Shares are awarded under the
Stock  Plan  pursuant  to  individually  negotiated  compensation  contracts  as
determined   and/or  approved  by  the  Stock  Plan   committee.   The  eligible
participants include directors, officers, employees and non-employee consultants
and  advisors.  There is no limit as to the number of shares that may be awarded
under the Stock Plan to a single  participant.  We anticipate that a substantial
portion  of the  shares  to be issued  under  the  Stock  Plan will be issued as
compensation to our technical consultants,  attorneys,  and advisors who provide
development  services in the development and testing of our various products and
services.

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

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

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

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

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

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


<PAGE>




                               REOFFER PROSPECTUS


                            F2 BROADCAST NETWORK INC.
                        50,000,000 Shares Of Common Stock

     This  prospectus  relates to the  transfer  of up to  50,000,000  shares of
common stock of F2 Broadcast Network Inc. by the selling stockholders identified
in this  prospectus.  The shares will be  acquired  by the selling  stockholders
pursuant to grants of stock and options under our Compensation Plan - 2001E (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
"FBNI".  On May 11, 2001,  the closing price of the common stock was $0.0043 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 May
                                   14, 2001.



<PAGE>



                                            TABLE OF CONTENTS





PROSPECTUS SUMMARY


RISK FACTORS


THE COMPANY


PROSPECTIVE SELLING STOCKHOLDERS


PLAN OF DISTRIBUTION


LEGAL MATTERS


EXPERTS


INDEMNIFICATION


AVAILABLE INFORMATION


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE




<PAGE>


                               PROSPECTUS SUMMARY

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

The Company

     On December 15, 1997, we changed our state of  incorporation  from Colorado
to Nevada and  changed our name to First  Entertainment  Holding  Corp.  We were
originally  incorporated  under the laws of  Colorado on January  17,  1985.  On
December  27,  2000,  our  stockholders  approved  a  name  change  from  "First
Entertainment  Holding  Corp." to "F2  Broadcast  Network Inc." On that date the
stockholders also approved increasing our authorized common stock to 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.

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

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

     In December  2000, we entered into a letter of intent to sell all the stock
and assets related to our live entertainment operations to an entity to be owned
by the manager of the comedy club and one of the Company's contract consultants.
These assets include the 80% of the outstanding stock of First Films, Inc. owned
by the Company and all the  tangible  and  intangible  assets  related to Comedy
Works,  Inc. and Comedy Core, Inc. Comedy Works,  Inc. and Comedy Core, Inc. are
wholly-owned  by  First  Films,  Inc.  Subject  to  entering  into a  definitive
agreement and other conditions,  the purchasers have agreed to pay approximately
$300,000 in cash for these  assets and will assume all of the  outstanding  debt
and  obligations  related to these  assets.  Although  we are  working  with the
purchasers  to  reach a  definitive  agreement,  there  is no  assurance  that a
definitive agreement will be reached or that the transaction will be completed.

     We are  selling  these  assets to obtain  working  capital to pay  existing
obligations  and  to  concentrate  on  our  core   competency:   Internet  video
production,  hosting and  delivery.  It is our intention to use the net proceeds
from the  sale of the  Company's  Radio  and Live  Entertainment  assets  to pay
outstanding  debt  obligations,  to satisfy liens filed by the Internal  Revenue
Service ("IRS") in the amount of $291,893 and additional  amounts due the IRS of
$76,977 (for a total of $368,870), and to pay substantially all of the Company's
current and past due accounts  payable.  Any remaining  proceeds will be used to
fund the Company's new Internet video production, hosting and delivery model.

     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  50,000,000  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 our Articles
Of Incorporation with the Nevada Secretary Of State.

Company Offices

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


<PAGE>



                                  RISK FACTORS

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

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

     The  independent  certified  public  accountants'  report on our  financial
statements contains an explanatory paragraph,  which, in general, indicates that
we have  suffered  recurring  losses  from  operations,  have a working  capital
deficiency  and have  defaulted  on a  substantial  portion  of our debt.  These
conditions  raise  substantial  doubt about our ability to continue in business.
Our plans to address this issue include selling certain of its assets, continued
attempts  at  equity  financing  in  the  U.S.  and/or  international   markets,
restructuring  of  its  debt   obligations,   and/or   undertaking   mergers  or
acquisitions  to improve  market share or  operational  synergies  and improving
efficiency  of  operations.  On April 7, 2001,  the Company  signed a definitive
agreement to sell all of its radio station assets that will net in cash receipts
(after payment of related debt) of approximately $800,000, and a note receivable
of  $557,000.  The Company has also signed a letter of intent to sell all of its
live  entertainment  net assets,  which  should  result in cash  proceeds to the
Company of approximately  $300,000. It is the Company's intention to use the net
proceeds  from the sale of the Company's  radio  station and live  entertainment
assets  to  pay  outstanding  debt  obligations,   the  IRS  lien  amounts,  and
substantially all of the Company's  current and past due accounts  payable.  Any
remaining  proceeds  will be  used to fund  the  Company's  new  Internet  video
production,  hosting and delivery  model selling assets to generate funds to pay
indebtedness, 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
that  cannot be  ascertained  reliably  in advance and over which we may have no
control,   including,   among  other  things,   unpredictable  critical  review,
positioning in the market and changeable  public tastes.  Due to factors such as
the unpredictability of audience appeal, many of our completed projects may fail
to  generate   sufficient  revenues  to  recover  their  costs  of  acquisition,
development,  production and distribution.  We may not recoup all or any portion
of our investment in a particular project, and cannot guarantee that any project
will yield us profits. In addition,  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 video  production  operations.  To date,  negligible  revenues and cash
flows have resulted  from our video  production  operations,  and no profits are
attributable to those operations.

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

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

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

We need additional funding to sustain our operations.

     In order to  continue  to pursue our  business  plans  fully,  we will need
additional funding. We do not have a steady source of revenue to provide funding
to sustain  operations.  The  availability  of a reliable  source of  sufficient
revenue to sustain our operations is beyond our control.  As described  below in
"The Company",  in order to obtain funds to further our evolving  Internet video
production business we are currently  negotiating to sell our Gillette,  Wyoming
radio  station  holdings  and our  interest in a Denver,  Colorado  comedy club.
However,  there  is  no  assurance  that  the  sale  of  these  assets  will  be
successfully  completed.  If we do not obtain additional funding, we may have to
cut back or cease our  businesses,  leading to  additional  losses and decreased
stock prices.

Intense competition could adversely impact our business.

     We  currently  compete  in the  areas of radio  broadcasting,  comedy  club
operation and Internet video production businesses with other companies. Many of
our competitors have substantially larger financial and other resources than us.
From time to time, there may be competition  for, and shortage of,  broadcasting
talent  and  comedians,   and  qualified   production   personnel  and  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. All of these factors could lead to our incurring higher costs and
receiving lower revenues so that our losses increase.

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

Limited liquidity in our common stock makes resales difficult.

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

Penny stock regulations limit the liquidity of our stock.

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

Forward-Looking Statements And Associated Risks

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

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

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

<PAGE>



                                   THE COMPANY

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

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

     To fund our evolving Internet  business model, we need additional  funding.
We currently  intend to obtain this funding by selling our interest in a Denver,
Colorado  comedy club and our Gillette,  Wyoming radio station.  We have entered
into a letter of intent  regarding  the sale of our  interest in the comedy club
and our Quality Communications, Inc. subsidiary has entered into a memorandum of
understanding concerning the sale of the radio station. For further information,
please  refer to the  January  8, 2001  Current  Report  on Form  8-K,  which is
incorporated  into this prospectus by reference.  See below,  "Incorporation  Of
Certain Documents By Reference."

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

                        PROSPECTIVE SELLING STOCKHOLDERS

     There are an aggregate of  50,000,000  shares of common stock  reserved for
issuance  under the  Stock  Plan.  The  shares  are  covered  by a  registration
statement on Form S-8 that we filed with the SEC on the date of this prospectus.
This prospectus is a part of that registration statement.

     As of the date of this  prospectus,  no shares or options have been granted
pursuant to the Stock Plan. This prospectus covers the resale of up to 5,000,000
shares that may be issued in the future to our  directors  and officers  through
grants under the Stock Plan and upon the exercise of options  granted  under the
Stock Plan.

     On May 11,  2001,  a total of  186,396,954  shares of our common stock were
issued and outstanding.  The following table sets forth the name and position of
each prospective  selling  stockholder,  each of whom is a director or executive
officer of our  Company;  the number of shares of common  stock  owned as of the
date of this prospectus,  including shares which may be acquired pursuant to the
exercise  of  outstanding   options;  the  number  of  shares  covered  by  this
prospectus;  and the  number of shares  and the  percentage  of all  outstanding
shares owned assuming the sale of all the shares covered by this prospectus.

<TABLE>
                                                                           Shares            Percentage
                                            Shares Owned                   Owned             Of Class
                                            Prior To         Shares        After             After
Name                       Position         Offering         Offered       Offering          Offering
<S>                       <C>              <C>              <C>           <C>               <C>
Doug Olson                 Director         7,991,906         5,000,000         2,991,906        4.3%
                                             (1)(2)(3)

Howard Stern               Chief Executive  16,170,777        5,000,000         11,170,777       8.7%
                           Officer, President,(1)(2)(3)
                           Secretary,
                           Treasurer and
                           Director

<FN>
*Less than one percent.

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

(2)  Includes  2,500,000 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
      securityholder pursuant to the 2000 Management Compensation Plan described
      below in footnote (4), "Cancellation And Reissuance Of Options In
      September 2000." Assumes that the named security holder exchanges all
      options granted pursuant to the 2000 Management Compensation Plan held by
      him on the date each threshold regarding the last sales price of the
      common stock is reached for twice as many options exercisable at the
      higher price. As described below in footnote (4), "Cancellation And
      Reissuance Of Options In September 2000", only 25 percent of options
      granted pursuant to the Management Compensation Plan are exercisable on
      the date of grant. Therefore, the figure in the table above includes
      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>
</TABLE>


                              PLAN OF DISTRIBUTION

     The 50,000,000  shares covered by this  prospectus  will be offered,  if at
all, by certain of our  stockholders,  and not by us. If any of these shares are
sold by a prospective selling  stockholder,  they will be sold on behalf of that
person and we anticipate that the shares may be offered pursuant to direct sales
to private  persons and in open market  transactions.  The  prospective  selling
stockholders may offer the shares to or through  registered  broker-dealers  who
will be paid  standard  commissions  or  discounts  by the  prospective  selling
stockholders.  The prospective selling  stockholders have not informed us of any
agreements  with  brokers to sell any or all of the shares  which may be offered
hereby.

                                  LEGAL MATTERS

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

                                     EXPERTS

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

                                 INDEMNIFICATION

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

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

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

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

                              AVAILABLE INFORMATION

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

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

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

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

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

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

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

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

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

     The  documents  listed  in (i)  through  (iv)  below  are  incorporated  by
reference in the registration statement. All documents subsequently filed by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
registration  statement  and to be part  thereof  from the date of the filing of
such documents.

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

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

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

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

Item 4. Description Of Securities.

     Not Applicable.

Item 5. Interest Of Named Experts And Counsel.

     Not Applicable.

Item 6. Indemnification Of Officers And Directors.

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

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

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

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

Item 7. Exemption From Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

     4.1  F2 Broadcast  Network  Inc.  Compensation  Plan - 2001E,  dated May 8,
          2001.

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

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

    23.2 Consent of Gordon, Hughes & Banks, LLP.

     24.1 Power of Attorney (included in Part II of this Registration  Statement
          under the caption "Signature").
Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent  a  fundamental  change  in  the  information
                         setforth in the registration statement;

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

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

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

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

(b) For purposes of determining  any liability  under the  Securities  Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

<PAGE>



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boca Raton, State of Florida, on the 14th day of May
2001.

                                                  F2 BROADCAST NETWORK INC.

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





                                POWER OF ATTORNEY

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

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

Signature                               Title                            Date

/s/ Douglas olson                      Director                    May 14, 2001
-------------------------------
Douglas R. Olson

/s/ William Rubin                      Director                    May 14, 2001
------------------------------
William Rubin

 /s/ Howard Stern                      Principal Executive Officer,May 14, 2001
------------------------------
Howard Stern                           Principal Financial Officer,
                                       Chief Accounting Officer,
                                       and Director





<PAGE>



                                  Exhibit Index


          4.1  F2 Broadcast Network Inc.  Compensation  Plan-2001E,  dated March
               20, 2001.

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

          23.1 Consent of Atlas Pearman (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

                            F2 BROADCAST NETWORK INC.
                             COMPENSATION PLAN-2001E

         THIS COMPENSATION PLAN-2001E is adopted this 8th day of May 2001, by F2
BROADCAST NETWORK INC. a Nevada corporation with its principal place of business
being located6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309.

                                   WITNESSETH:

         WHEREAS, the Board of Directors of F2 BROADCAST NETWORK INC. (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 F2 Broadcast Network Inc.
Compensation Plan-2001E (the "Plan").

1.00   EFFECTIVE DATE AND TERMINATION OF PLAN

         The effective date of the Plan is May 8, 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 is
exercised, or ten years from the date hereof, 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
50,000,000 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 initial 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 the as defined below; however the ultimate price to be received shall be
determined by the Fair Market Value of the services rendered. The Company shall
issue a sufficient number of shares such that the those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company have received net proceeds from
the sale of stock granted to equal the Fair Market Value of services provided.

         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 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 or if not
available there, by the OTC Bulletin Board; 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 any 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 May 8, 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.

                                                     F2 BROADCAST NETWORK INC.



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



<PAGE>


                                                                     Exhibit 5.1
                              Atlas Pearlman, P.A.
                             350 East Las Olas Blvd.
                                   Suite 1900
                            Ft. Lauderdale, FL 33301

                                 (954) 763-1200

                                  May 14, 2001

F2 Broadcast Network Inc.
6421 Congress Avenue, Suite 115
Boca Raton, Florida 33487

Gentlemen and Ladies:

         We have acted as counsel for F2 Broadcast Network Inc., a Nevada
corporation formerly known as First Entertainment Holding Corp. (the "Company"),
in connection with preparation of the Company's Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
concerning registration of the issuance and/or transfer of up to 50,000,000
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 - 2001E (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 therein.

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

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

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

                                                               Very truly yours,

                                                        /s/ Atlas Pearlman, P.A.
                                                            Atlas Pearlman, P.A.


<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 April 25, 2001 with respect to the  consolidated  financial
statements of F2 Broadcast Network Inc.  (formerly known as First  Entertainment
Holding Corp.) and  Subsidiaries  as of December 31, 2000 included in its Annual
Report on Form  10-KSB  for the year ended  December  31,  2000,  filed with the
Securities and Exchange Commission.


/s/ Gordon, Hughes & Banks, LLP
Denver, Colorado

May 14, 2001
[{"type": "S-8", "sequence": "1", "filename": "forms8_051401.txt", "description": "S-8", "secsgml_size_bytes": 74516}]
{"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": "333-60836", "film-number": "1632378"}, "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 MAY 14, 2001
                                                  Registration Number: 333-XXXXX
 =============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                            F2 BROADCAST NETWORK INC.
                            COMPENSATION PLAN - 2001E

                           (Full titles of the plans)

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

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

                                    Copy to:

                            James M. Schneider, Esq.
                             Joel D. Mayersohn, Esq.
                                350 East Las Olas
                                   Suite 1700
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                               (954) 766-7800 fax
CALCULATION OF REGISTRATION FEE

========================== ============================= ===================== ====================== ======================
 Title Of Securities To      Amount To Be Registered       Proposed Maximum      Proposed Maximum           Amount Of
      Be Registered                                       Offering Price Per    Aggregate Offering      Registration Fee
                                                                 Unit                  Price
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock,                 50,000,000               $0.0043 (2)             $215,000                  $54
     $.008 par value
========================== ============================= ===================== ====================== ======================
(1)  Consists  of  50,000,000   shares   issuable   pursuant  to  the  Company's
     Compensation Plan - 2001E (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 May 11, 2001 which
     is within five  business  days of the date of filing (May 14, 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
50,000,000 shares of common stock pursuant to our Compensation Plan - 2001E (the
"Stock Plan").  Pursuant to the  requirements  of Form S-8 and Rule 428, we will
deliver or cause to be delivered to plan  participants any required  information
as  specified  by Rule  428(b)(1).  The second  prospectus,  referred  to as the
reoffer  prospectus,  relates to the  reoffer or resale of any shares  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  May 8, 2001 to provide us with
flexibility  and to conserve our cash resources in  compensating  certain of our
technical,  administrative  and  professional  employees and  consultants and to
supplement prior stock option plans. The issuance of shares under the Stock Plan
is restricted to persons and firms who are closely-related to us and who provide
services in connection  with the  development and production of our products and
services or otherwise in connection with our business. The Stock Plan authorizes
us to issue up to 50,000,000  shares of our common stock.  Shares must be issued
only for bona  fide  services  and may not be issued  under  the Stock  Plan for
services  in   connection   with  the  offer  and  sale  of   securities   in  a
capital-raising or capital promoting  transaction.  Shares are awarded under the
Stock  Plan  pursuant  to  individually  negotiated  compensation  contracts  as
determined   and/or  approved  by  the  Stock  Plan   committee.   The  eligible
participants include directors, officers, employees and non-employee consultants
and  advisors.  There is no limit as to the number of shares that may be awarded
under the Stock Plan to a single  participant.  We anticipate that a substantial
portion  of the  shares  to be issued  under  the  Stock  Plan will be issued as
compensation to our technical consultants,  attorneys,  and advisors who provide
development  services in the development and testing of our various products and
services.

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

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

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

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

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

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

                            F2 BROADCAST NETWORK INC.
                        50,000,000 Shares Of Common Stock

     This  prospectus  relates to the  transfer  of up to  50,000,000  shares of
common stock of F2 Broadcast Network Inc. by the selling stockholders identified
in this  prospectus.  The shares will be  acquired  by the selling  stockholders
pursuant to grants of stock and options under our Compensation Plan - 2001E (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
"FBNI".  On May 11, 2001,  the closing price of the common stock was $0.0043 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 May
                                   14, 2001.
TABLE OF CONTENTS

PROSPECTUS SUMMARY

RISK FACTORS

THE COMPANY

PROSPECTIVE SELLING STOCKHOLDERS

PLAN OF DISTRIBUTION

LEGAL MATTERS

EXPERTS

INDEMNIFICATION

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
PROSPECTUS SUMMARY

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

The Company

     On December 15, 1997, we changed our state of  incorporation  from Colorado
to Nevada and  changed our name to First  Entertainment  Holding  Corp.  We were
originally  incorporated  under the laws of  Colorado on January  17,  1985.  On
December  27,  2000,  our  stockholders  approved  a  name  change  from  "First
Entertainment  Holding  Corp." to "F2  Broadcast  Network Inc." On that date the
stockholders also approved increasing our authorized common stock to 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.

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

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

     In December  2000, we entered into a letter of intent to sell all the stock
and assets related to our live entertainment operations to an entity to be owned
by the manager of the comedy club and one of the Company's contract consultants.
These assets include the 80% of the outstanding stock of First Films, Inc. owned
by the Company and all the  tangible  and  intangible  assets  related to Comedy
Works,  Inc. and Comedy Core, Inc. Comedy Works,  Inc. and Comedy Core, Inc. are
wholly-owned  by  First  Films,  Inc.  Subject  to  entering  into a  definitive
agreement and other conditions,  the purchasers have agreed to pay approximately
$300,000 in cash for these  assets and will assume all of the  outstanding  debt
and  obligations  related to these  assets.  Although  we are  working  with the
purchasers  to  reach a  definitive  agreement,  there  is no  assurance  that a
definitive agreement will be reached or that the transaction will be completed.

     We are  selling  these  assets to obtain  working  capital to pay  existing
obligations  and  to  concentrate  on  our  core   competency:   Internet  video
production,  hosting and  delivery.  It is our intention to use the net proceeds
from the  sale of the  Company's  Radio  and Live  Entertainment  assets  to pay
outstanding  debt  obligations,  to satisfy liens filed by the Internal  Revenue
Service ("IRS") in the amount of $291,893 and additional  amounts due the IRS of
$76,977 (for a total of $368,870), and to pay substantially all of the Company's
current and past due accounts  payable.  Any remaining  proceeds will be used to
fund the Company's new Internet video production, hosting and delivery model.

     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  50,000,000  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 our Articles
Of Incorporation with the Nevada Secretary Of State.

Company Offices

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

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

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

     The  independent  certified  public  accountants'  report on our  financial
statements contains an explanatory paragraph,  which, in general, indicates that
we have  suffered  recurring  losses  from  operations,  have a working  capital
deficiency  and have  defaulted  on a  substantial  portion  of our debt.  These
conditions  raise  substantial  doubt about our ability to continue in business.
Our plans to address this issue include selling certain of its assets, continued
attempts  at  equity  financing  in  the  U.S.  and/or  international   markets,
restructuring  of  its  debt   obligations,   and/or   undertaking   mergers  or
acquisitions  to improve  market share or  operational  synergies  and improving
efficiency  of  operations.  On April 7, 2001,  the Company  signed a definitive
agreement to sell all of its radio station assets that will net in cash receipts
(after payment of related debt) of approximately $800,000, and a note receivable
of  $557,000.  The Company has also signed a letter of intent to sell all of its
live  entertainment  net assets,  which  should  result in cash  proceeds to the
Company of approximately  $300,000. It is the Company's intention to use the net
proceeds  from the sale of the Company's  radio  station and live  entertainment
assets  to  pay  outstanding  debt  obligations,   the  IRS  lien  amounts,  and
substantially all of the Company's  current and past due accounts  payable.  Any
remaining  proceeds  will be  used to fund  the  Company's  new  Internet  video
production,  hosting and delivery  model selling assets to generate funds to pay
indebtedness, 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
that  cannot be  ascertained  reliably  in advance and over which we may have no
control,   including,   among  other  things,   unpredictable  critical  review,
positioning in the market and changeable  public tastes.  Due to factors such as
the unpredictability of audience appeal, many of our completed projects may fail
to  generate   sufficient  revenues  to  recover  their  costs  of  acquisition,
development,  production and distribution.  We may not recoup all or any portion
of our investment in a particular project, and cannot guarantee that any project
will yield us profits. In addition,  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 video  production  operations.  To date,  negligible  revenues and cash
flows have resulted  from our video  production  operations,  and no profits are
attributable to those operations.

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

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

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

We need additional funding to sustain our operations.

     In order to  continue  to pursue our  business  plans  fully,  we will need
additional funding. We do not have a steady source of revenue to provide funding
to sustain  operations.  The  availability  of a reliable  source of  sufficient
revenue to sustain our operations is beyond our control.  As described  below in
"The Company",  in order to obtain funds to further our evolving  Internet video
production business we are currently  negotiating to sell our Gillette,  Wyoming
radio  station  holdings  and our  interest in a Denver,  Colorado  comedy club.
However,  there  is  no  assurance  that  the  sale  of  these  assets  will  be
successfully  completed.  If we do not obtain additional funding, we may have to
cut back or cease our  businesses,  leading to  additional  losses and decreased
stock prices.

Intense competition could adversely impact our business.

     We  currently  compete  in the  areas of radio  broadcasting,  comedy  club
operation and Internet video production businesses with other companies. Many of
our competitors have substantially larger financial and other resources than us.
From time to time, there may be competition  for, and shortage of,  broadcasting
talent  and  comedians,   and  qualified   production   personnel  and  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. All of these factors could lead to our incurring higher costs and
receiving lower revenues so that our losses increase.

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

Limited liquidity in our common stock makes resales difficult.

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

Penny stock regulations limit the liquidity of our stock.

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

Forward-Looking Statements And Associated Risks

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

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

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

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

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

     To fund our evolving Internet  business model, we need additional  funding.
We currently  intend to obtain this funding by selling our interest in a Denver,
Colorado  comedy club and our Gillette,  Wyoming radio station.  We have entered
into a letter of intent  regarding  the sale of our  interest in the comedy club
and our Quality Communications, Inc. subsidiary has entered into a memorandum of
understanding concerning the sale of the radio station. For further information,
please  refer to the  January  8, 2001  Current  Report  on Form  8-K,  which is
incorporated  into this prospectus by reference.  See below,  "Incorporation  Of
Certain Documents By Reference."

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

                        PROSPECTIVE SELLING STOCKHOLDERS

     There are an aggregate of  50,000,000  shares of common stock  reserved for
issuance  under the  Stock  Plan.  The  shares  are  covered  by a  registration
statement on Form S-8 that we filed with the SEC on the date of this prospectus.
This prospectus is a part of that registration statement.

     As of the date of this  prospectus,  no shares or options have been granted
pursuant to the Stock Plan. This prospectus covers the resale of up to 5,000,000
shares that may be issued in the future to our  directors  and officers  through
grants under the Stock Plan and upon the exercise of options  granted  under the
Stock Plan.

     On May 11,  2001,  a total of  186,396,954  shares of our common stock were
issued and outstanding.  The following table sets forth the name and position of
each prospective  selling  stockholder,  each of whom is a director or executive
officer of our  Company;  the number of shares of common  stock  owned as of the
date of this prospectus,  including shares which may be acquired pursuant to the
exercise  of  outstanding   options;  the  number  of  shares  covered  by  this
prospectus;  and the  number of shares  and the  percentage  of all  outstanding
shares owned assuming the sale of all the shares covered by this prospectus.

                                                                           Shares            Percentage
                                            Shares Owned                   Owned             Of Class
                                            Prior To         Shares        After             After
Name                       Position         Offering         Offered       Offering          Offering
Doug Olson                 Director         7,991,906         5,000,000         2,991,906        4.3%
                                             (1)(2)(3)

Howard Stern               Chief Executive  16,170,777        5,000,000         11,170,777       8.7%
                           Officer, President,(1)(2)(3)
                           Secretary,
                           Treasurer and
                           Director
*Less than one percent.

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

(2)  Includes  2,500,000 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
      securityholder pursuant to the 2000 Management Compensation Plan described
      below in footnote (4), "Cancellation And Reissuance Of Options In
      September 2000." Assumes that the named security holder exchanges all
      options granted pursuant to the 2000 Management Compensation Plan held by
      him on the date each threshold regarding the last sales price of the
      common stock is reached for twice as many options exercisable at the
      higher price. As described below in footnote (4), "Cancellation And
      Reissuance Of Options In September 2000", only 25 percent of options
      granted pursuant to the Management Compensation Plan are exercisable on
      the date of grant. Therefore, the figure in the table above includes
      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 50,000,000  shares covered by this  prospectus  will be offered,  if at
all, by certain of our  stockholders,  and not by us. If any of these shares are
sold by a prospective selling  stockholder,  they will be sold on behalf of that
person and we anticipate that the shares may be offered pursuant to direct sales
to private  persons and in open market  transactions.  The  prospective  selling
stockholders may offer the shares to or through  registered  broker-dealers  who
will be paid  standard  commissions  or  discounts  by the  prospective  selling
stockholders.  The prospective selling  stockholders have not informed us of any
agreements  with  brokers to sell any or all of the shares  which may be offered
hereby.

                                  LEGAL MATTERS

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

                                     EXPERTS

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

                                 INDEMNIFICATION

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

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

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

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

                              AVAILABLE INFORMATION

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

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

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

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

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

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

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

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

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

     The  documents  listed  in (i)  through  (iv)  below  are  incorporated  by
reference in the registration statement. All documents subsequently filed by the
Registrant  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
registration  statement  and to be part  thereof  from the date of the filing of
such documents.

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

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

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

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

Item 4. Description Of Securities.

     Not Applicable.

Item 5. Interest Of Named Experts And Counsel.

     Not Applicable.

Item 6. Indemnification Of Officers And Directors.

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

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

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

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

Item 7. Exemption From Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

     4.1  F2 Broadcast  Network  Inc.  Compensation  Plan - 2001E,  dated May 8,
          2001.

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

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

    23.2 Consent of Gordon, Hughes & Banks, LLP.

     24.1 Power of Attorney (included in Part II of this Registration  Statement
          under the caption "Signature").
Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent  a  fundamental  change  in  the  information
                         setforth in the registration statement;

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

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

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

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

(b) For purposes of determining  any liability  under the  Securities  Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boca Raton, State of Florida, on the 14th day of May
2001.

                                                  F2 BROADCAST NETWORK INC.

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

                                POWER OF ATTORNEY

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

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

Signature                               Title                            Date

/s/ Douglas olson                      Director                    May 14, 2001
-------------------------------
Douglas R. Olson

/s/ William Rubin                      Director                    May 14, 2001
------------------------------
William Rubin

 /s/ Howard Stern                      Principal Executive Officer,May 14, 2001
------------------------------
Howard Stern                           Principal Financial Officer,
                                       Chief Accounting Officer,
                                       and Director
Exhibit Index

          4.1  F2 Broadcast Network Inc.  Compensation  Plan-2001E,  dated March
               20, 2001.

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

          23.1 Consent of Atlas Pearman (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

                            F2 BROADCAST NETWORK INC.
                             COMPENSATION PLAN-2001E

         THIS COMPENSATION PLAN-2001E is adopted this 8th day of May 2001, by F2
BROADCAST NETWORK INC. a Nevada corporation with its principal place of business
being located6245 NW 9th Ave, Suite 102, Ft. Lauderdale, FL 33309.

                                   WITNESSETH:

         WHEREAS, the Board of Directors of F2 BROADCAST NETWORK INC. (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 F2 Broadcast Network Inc.
Compensation Plan-2001E (the "Plan").

1.00   EFFECTIVE DATE AND TERMINATION OF PLAN

         The effective date of the Plan is May 8, 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 is
exercised, or ten years from the date hereof, 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
50,000,000 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 initial 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 the as defined below; however the ultimate price to be received shall be
determined by the Fair Market Value of the services rendered. The Company shall
issue a sufficient number of shares such that the those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company have received net proceeds from
the sale of stock granted to equal the Fair Market Value of services provided.

         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 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 or if not
available there, by the OTC Bulletin Board; 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 any 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 May 8, 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.

                                                     F2 BROADCAST NETWORK INC.

                                                     By  /s/ Howard B. Stern
                                                     --------------------------
                                                     Howard Stern, Chairman and
                                                     Chief
                                                     Executive Officer
Exhibit 5.1
                              Atlas Pearlman, P.A.
                             350 East Las Olas Blvd.
                                   Suite 1900
                            Ft. Lauderdale, FL 33301

                                 (954) 763-1200

                                  May 14, 2001

F2 Broadcast Network Inc.
6421 Congress Avenue, Suite 115
Boca Raton, Florida 33487

Gentlemen and Ladies:

         We have acted as counsel for F2 Broadcast Network Inc., a Nevada
corporation formerly known as First Entertainment Holding Corp. (the "Company"),
in connection with preparation of the Company's Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
concerning registration of the issuance and/or transfer of up to 50,000,000
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 - 2001E (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 therein.

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

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

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

                                                               Very truly yours,

                                                        /s/ Atlas Pearlman, P.A.
                                                            Atlas Pearlman, P.A.
Exhibit 23.2

                     CONSENT OF GORDON, HUGHES & BANKS, LLP
                              INDEPENDENT AUDITORS

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

/s/ Gordon, Hughes & Banks, LLP
Denver, Colorado

May 14, 2001