AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 11, 2001
Registration No. 333-XXXXX
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F2 Broadcast Network Inc.
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(Exact name of registrant as specified in its charter)
Nevada 84-0974303
-------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6421 Congress Ave., Suite 115, Boca Raton, FL 33487
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(Address of Principal Executive Offices) (Zip Code)
F2 BROADCAST NETWORK INC.
COMPENSATION PLAN - 2001A
(Full titles of the plans)
Howard B. Stern, Chief Executive Officer
F2 Broadcast Network Inc.
6421 Congress Ave., Suite 115
Boca Raton, FL 33487
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(Name and address of agent for service)
(561) 241-9711
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(Telephone number, including area code, of agent for service)
Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
========================== ============================= ===================== ====================== ======================
Title Of Securities To Amount To Be Registered Proposed Maximum Proposed Maximum Amount Of
Be Registered Offering Price Per Aggregate Offering Registration Fee
Unit Price
<S> <C> <C> <C> <C>
-------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock, 23,500,000 shares (1) $0.011 (2) $258,500 $65
$.008 par value
========================== ============================= ===================== ====================== ======================
</TABLE>
[FN]
(1) Consists of 23,500,000 shares issuable pursuant to the Company's
Compensation Plan - 2001A (the "Stock Plan").
(2) The Proposed Maximum Aggregate Offering Price was calculated pursuant to
Rule 457(h) using the average of the high and low reported sales prices of the
Company's common stock on the OTC Bulletin Board on January 8, 2001 which is
within five business days of the date of filing (January 11, 2001) of this
Registration Statement because options and shares have not yet been granted
under the Stock Plan.
</FN>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement relates to two separate prospectuses.
Items 1 and 2 of this Part I, and the documents incorporated herein by
reference pursuant to Item 3 of Part II of this Form S-8, constitute the first
prospectus relating to issuances to our employees, consultants and others of up
to 23,500,000 shares of common stock pursuant to our Compensation Plan - 2001A
(the "Stock Plan"). Pursuant to the requirements of Form S-8 and Rule 428, we
will deliver or cause to be delivered to plan participants any required
information as specified by Rule 428(b)(1). The second prospectus, referred to
as the re-offer prospectus, relates to the reoffer or resale of any shares which
are deemed to be control securities or restricted securities under the
Securities Act of 1933.
PROSPECTUS
Item 1. Plan Information
STOCK PLAN INFORMATION
We established the Stock Plan effective January 3, 2001 to provide us with
flexibility and to conserve our cash resources in compensating certain of our
technical, administrative and professional employees and consultants and to
supplement prior stock option plans. The issuance of shares under the Stock Plan
is restricted to persons and firms who are closely-related to us and who provide
services in connection with the development, production of our products or
otherwise in connection with our business. The Stock Plan authorizes us to issue
up to 23,500,000 shares of our common stock. Shares must be issued only for bona
fide services and may not be issued under the Stock Plan for services in
connection with the offer and sale of securities in a capital-raising or capital
promoting transaction. Shares are awarded under the Stock Plan pursuant to
individually negotiated compensation contracts as determined and/or approved by
the Stock Plan committee. The eligible participants include directors, officers,
employees and non-employee consultants and advisors. There is no limit as to the
number of shares which may be awarded under the Stock Plan to a single
participant. We anticipate that a substantial portion of the shares to be issued
under the Stock Plan will be issued as compensation to our technical
consultants, attorneys, and advisors who provide development services in the
development and testing of our various products and services.
The Stock Plan does not require restrictions on the transferability of
shares issued thereunder. However, such shares may be restricted as a condition
to their issuance where the Board Of Directors deems such restrictions
appropriate. The Stock Plan is not subject to the Employee Retirement Income
Securities Act of 1974 ("ERISA"). Shares awarded under the Stock Plan are
intended to be fully taxable to the recipient as earned income.
We will provide without charge, upon written or oral request, the documents
incorporated by reference in Item 3 of Part II of this Registration Statement.
These documents are incorporated by reference in the Section 10(a) prospectus.
We will also provide without charge, upon written or oral request, all other
documents required to be delivered to employees pursuant to Rule 428(b). Any and
all such requests shall be directed to the Company at its principal office at
6421 Congress Ave, Suite 115, Boca Raton, FL 33487, attention: Chairman or
President.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of the common stock issuable under the terms of the Stock Plan
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date hereof.
Our principal offices are located at 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487; telephone (561) 241-9711.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
<PAGE>
REOFFER PROSPECTUS
F2 BROADCAST NETWORK INC.
23,500,000 Shares Of Common Stock
This prospectus relates to the transfer of up to 23,500,000 shares of
common stock of F2 Broadcast Network Inc. by the selling stockholders identified
in this prospectus. The shares will be acquired by the selling stockholders
pursuant to grants of stock and options under our Compensation Plan - 2001A (the
"Stock Plan").
The selling stockholders have not entered into any underwriting
arrangements. The prices for the shares that may be sold pursuant to this
prospectus may be the market prices prevailing at the time of transfer, prices
related to the prevailing market prices, or negotiated prices. Brokerage fees or
commissions may be paid by the selling stockholders in connection with sales of
our shares. We will not receive any of the proceeds from the sale of these
shares. We may, however, receive proceeds from the exercise, if any, of options
to purchase shares of common stock that may be granted under the Stock Plan.
Our common stock is quoted on the OTC Bulletin Board under the symbol
"FTET". On January 3, 2001, the closing price of the common stock was $0.011 per
share.
Investing in our shares involves certain risks. See the "Risk Factors"
section beginning on page 4.
Neither the Securities And Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is January 11, 2001.
<PAGE>
----------------------------------------
TABLE OF CONTENTS
----------------------------------------
Page
PROSPECTUS SUMMARY.........................................................3
RISK FACTORS...............................................................4
THE COMPANY................................................................6
PROSPECTIVE SELLING STOCKHOLDERS...........................................7
PLAN OF DISTRIBUTION.......................................................9
LEGAL MATTERS..............................................................9
EXPERTS.................................................................. 10
INDEMNIFICATION...........................................................10
AVAILABLE INFORMATION.....................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................11
<PAGE>
PROSPECTUS SUMMARY
The following summary highlights information contained in this
prospectus. In addition to reviewing this summary, you should read this entire
prospectus carefully, including the "Risk Factors" section. All Information
included in this prospectus, and incorporated by reference into this prospectus,
should be considered before investing in the common stock.
The Company
We engage in, or hold controlling interests in entities that engage in,
radio, live entertainment and internet related businesses. Through our Quality
Communications, Inc. subsidiary, we operate an FM radio station in Gillette,
Wyoming that plays contemporary country music. Through our Comedy Works, Inc.
subsidiary, we operate a comedy club in downtown Denver, Colorado. We currently
intend to sell the Gillette radio station and our interest in the comedy club.
Through our F2 Market, Inc. subsidiary, we engage in internet video production,
which is the current focus of the company, and certain other internet-related
activities. At the present time, we need additional funding to execute our
internet video production business plan.
The Offering
The selling stockholders may sell a total of up to 23,500,000 shares of
common stock. The shares will be acquired by the selling stockholders pursuant
to our Stock Plan.
The shares may be sold at market prices or other negotiated prices. The
selling stockholders have not entered into any underwriting arrangements for the
sale of the shares.
We will not receive any proceeds from the sale of common stock by the
selling stockholders. If the options are issued to the selling stockholders and
subsequently exercised, we will use the proceeds from those exercises for
general and administrative expenses and working capital.
Name Change and Increased Capitalization
On December 27, 2000, our stockholders approved changing the name of our
company from "First Entertainment Holding Corp." to "F2 Broadcast Network Inc."
On that date the stockholders also approved increasing our authorized common
stock to 250,000,000 shares. The name change and increased capitalization became
effective January 4, 2001, when we filed Articles Of Amendment to the company's
Articles Of Incorporation with the Nevada Secretary Of State.
Company Offices
Our offices are located at 6421 Congress Ave, Suite 155, Boca Raton, FL
33487; telephone (561) 241-9711.
<PAGE>
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE
OTHER INFORMATION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS, THE FOLLOWING FACTORS THAT AFFECT US.
Our auditor's report contains a "going concern" qualification.
The independent certified public accountants' report on our financial
statements contains an explanatory paragraph, which, in general, indicates that
we have suffered recurring losses from operations, have a working capital
deficiency and have defaulted on a substantial portion of our debt. These
conditions raise substantial doubt about our ability to continue in business.
Our plans to address this issue include obtaining additional financing, and/or
extending our existing debt obligations, and/or obtaining additional equity
capital and ultimately achieving profitable operations. There is no assurance
that we will be successful in these plans. The financial statements do not
include any adjustments that might result from the going concern uncertainties.
The multimedia entertainment business is speculative in nature.
Profits, if any, from the businesses in which we currently engage are
dependent on widespread public acceptance of, and interest in, each creative
project undertaken by our various segments. Audience appeal depends upon factors
which cannot be ascertained reliably in advance and over which we may have no
control, including, among other things, unpredictable critical review,
positioning in the market and changeable public tastes. Due to factors such as
the unpredictability of audience appeal, many of our completed projects may fail
to generate sufficient revenues to recover their costs of acquisition,
development, production and distribution. We may not recoup all or any portion
of our investment in a particular project, and cannot guarantee that any project
will yield us profits. In addition, if the sale of our Gillette, Wyoming radio
station and of our interest in a Denver, Colorado comedy club are completed as
described below in "The Company", we no longer will have any revenues or cash
flow resulting from the operation of those assets. All revenue and cash flow, if
any, will be dependent upon the success of our existing and contemplated
internet operations. To date, negligible revenues and cash flows have resulted
from our internet operations, and no profits are attributable to those
operations.
The inability to protect our property rights could hurt our business.
Although we have developed, and continue to develop, our own internet
content and products, we have entered into license agreements with respect to
other internet products. We cannot guarantee that these license rights will
provide us with significant protection from competitors. Property rights
protection generally is uncertain, and involves complex legal and factual
questions. To date, there has emerged no consistent policy regarding the breadth
of claims allowed in connection with such property rights protection. Therefore,
we cannot assure that any rights licensed to us will afford protection against
competitors with similar technologies and that we will have the financial
resources necessary to enforce our property rights.
Even though we have licenses, under the terms of our license
agreements, we generally are responsible for protecting the intellectual
property rights subject to these agreements. Challenges may be instituted by
third parties as to the validity, enforceability and infringement of the rights.
The out of pocket costs, as well as the lost time of management, associated with
litigation to defend any challenge to uphold the validity and enforceability and
prevent infringement of our licensed rights can be substantial. We may also be
required to obtain additional licenses from others to continue to refine,
develop, and market new products. We may not be able to obtain any such licenses
on commercially reasonable terms or at all or that the rights granted pursuant
to any licenses will be valid and enforceable. As a result of these possible
factors, we may incur substantial expenses to protect property rights. This
would result in increased losses or reduced profits and also distract management
from pursuing more productive activities for us.
We need additional funding to sustain our operations.
In order to continue to pursue our business plans fully, we will need
additional funding. We do not have a steady source of revenue to provide funding
to sustain operations. The availability of a reliable source of revenue to
sustain our operations is beyond our control. As described below in "The
Company", in order to obtain funds to further our evolving internet business we
are currently negotiating to sell our Gillette, Wyoming radio station holdings
and our interest in a Denver, Colorado comedy club. However, there is no
assurance that the sale of these assets will be successfully completed. If we do
not obtain additional funding, we may have to cut back or cease our businesses,
leading to additional losses and decreased stock prices.
Intense competition could adversely impact our business.
We currently compete in the areas of radio broadcasting, comedy club
operation and internet related businesses with other companies. Many of our
competitors have substantially larger financial and other resources than us. In
the internet area, companies with greater financial resources than us have not
been able to generate positive cash flow or profits from operating internet
related businesses. From time to time, there may be competition for, and
shortage of, broadcasting talent and comedians, and internet content and
qualified computer technicians. We may therefore not be able to attract the best
available talent required to develop our businesses. This competition and these
shortages could lead to an increase in costs that could adversely affect us by
increasing losses or reducing profits. We also compete with other companies for
advertising on our radio station and internet portal. Our internet revenues are
based on the ability to attract advertisers. In addition, the low cost of
entering internet related businesses may result in additional competition in the
future. All of these factors could lead to our incurring higher costs and
receiving lower revenues so that our losses increase.
Technology changes could lead to competitive disadvantages and additional costs.
The internet related businesses in which we operate and intend to
operate are characterized by rapid and significant technological advancements
and introductions of new products and services using new technologies. As new
technologies develop, we may be placed at a competitive disadvantage, and
competitive pressures may force us to implement those new technologies at a
substantial cost. If other companies implement new technologies before us, those
companies may be able to provide enhanced capabilities and superior quality
compared with what we are able to provide. We cannot ascertain that we will be
able to respond to these competitive pressures and implement new technologies on
a timely basis or at an acceptable cost. This could attract our customers to
competitors, reducing our revenues. The possibility of increased costs to keep
up with technological advancements and reduced revenues if customers depart
would lead to increased losses or reduced profits.
Limited liquidity in our common stock makes resales difficult.
There may be no ready market for our shares and an investor cannot
expect to liquidate his investment regardless of the necessity of doing so.
Historically, there has been an extremely limited public market for our shares.
We cannot predict that the market will be sustained or will expand. The prices
of our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with low priced
securities as it may not be economical for them to do so. This could have an
adverse effect on developing and sustaining the market for our shares. In
addition, there is no assurance that an investor will be in a position to borrow
funds using our shares as collateral because lenders may require a more liquid
form of security.
Penny stock regulations limit the liquidity of our stock.
The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks". Generally, penny stocks are
equity securities with a price of less than $5.00 (other than securities
registered on some national securities exchanges or quoted on the Nasdaq
system). If our shares are traded for less than $5 per share, as they currently
are, the shares will be subject to the SEC's penny stock rules unless (1) our
net tangible assets exceed $9,500,000 during our first three years of continuous
operations or $2,000,000 after our first three years of continuous operations;
or (2) we have had average revenue of at least $6,000,000 for the last three
years. We do not meet these requirements. As a result, market transactions in
our shares are subject to the penny stock rules. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document prescribed by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These requirements may have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As long as our shares are subject to the penny
stock rules, the holders of our shares may find it difficult to sell our shares.
Forward-Looking Statements And Associated Risks
This prospectus contains forward-looking statements. These statements
include:
o our growth strategies,
o our products and planned products,
o the need for additional financing,
o the need for and uncertainty with respect to necessary regulatory
clearances,
o commercial acceptance of our products and planned products, and
o our ability to successfully commercialize our products and to
achieve profitability in general.
These forward-looking statements are based largely on our expectations
and are subject to a number of risks and uncertainties, some of which are beyond
our control. Actual results could differ materially from these forward-looking
statements as a result of the factors described in this prospectus, including
the "Risk Factors" section. These factors include regulatory, financial, market
or general economic influences. In light of these risks and uncertainties, there
can be no assurance that the forward-looking statements contained in this
prospectus will in fact transpire or prove to be accurate.
THE COMPANY
On December 15, 1997, we changed our state of incorporation from Colorado
to Nevada and changed our name to First Entertainment Holding Corp. We were
originally incorporated under the laws of Colorado on January 17, 1985. On
JAnuary 4, 2001, we changed our name to "F2 Broadcast Network Inc."
Currently, we operate or hold controlling interests in three active and two
non-operating business segments. The three active segments are known as "Radio",
"Live Entertainment" and "Internet". The non-operating segments are known as
"Film", "Video", and "Retail". Initially, our business consisted of the
production of pre-recorded travel guides and special interest videos. In 1987,
we entered the radio broadcasting business by acquiring Quality Communications,
Inc., a Wyoming corporation pursuant to which we operate the radio segment of
our business. In 1992, we acquired a controlling interest in First Films, Inc.
("First Films"), a Colorado corporation, under which our live entertainment
operations currently are undertaken and under which our film production
activities previously were undertaken. Beginning in 1999, we attempted to
develop relationships with Internet content providers, advertisers and gaming
companies in an attempt to create an Internet site with links to entertainment
and gaming content and to provide Internet site development to other parties.
Beginning in January 2001, we have focused on attempting to create a new
internet video production package that may enable businesses to affordably
showcase products, services, sports and entertainment events over the internet.
It is intended that this video production package, which is the current primary
focus of the Company, will utilize high-speed broadband streaming technology
including, potentially, satellite bandwidth transmission technologies to deliver
company-created video products over the internet. Our website site is located at
www.F2Network.com.
To fund our evolving internet business model, we need additional funding.
We currently intend to obtain this funding by selling our interest in a Denver,
Colorado comedy club and our Gillette, Wyoming radio station.
This prospectus relates to the resale of shares which may be acquired
by our employees or consultants pursuant to the Stock Plan, or that may be
acquired by employees or consultants upon exercise of options that may be
granted under the Stock Plan.
PROSPECTIVE SELLING STOCKHOLDERS
There are an aggregate of 23,500,000 shares of common stock reserved for
issuance under the Stock Plan. The shares are covered by a registration
statement on Form S-8 that we filed with the SEC on the date of this prospectus.
This prospectus is a part of that registration statement.
As of the date of this prospectus, no shares or options have been
granted pursuant to the Stock Plan. This prospectus covers the resale of up to
4,000,000 shares that may be acquired in the future by our directors and
officers through grants under the Stock Plan and upon the exercise of options
granted under the Stock Plan.
On January 3, 2001, a total of 48,844,156 shares of our common stock
were issued and outstanding. The following table sets forth the name and
position of each prospective selling stockholder, each of whom is a director or
executive officer of our Company; the number of shares of common stock owned as
of the date of this prospectus, including shares which may be acquired pursuant
to the exercise of outstanding options; the number of shares covered by this
prospectus; and the number of shares and the percentage of all outstanding
shares owned assuming the sale of all the shares covered by this prospectus.
<PAGE>
<TABLE>
Shares Percentage
Shares Owned Owned Of Class
Prior To Offering Shares After After
Name Position Offered Offering Offering
<S> <C> <C> <C> <C> <C>
Doug Olson Director 6,293,440 (1) (2) (3) 2,000,000 4,293,440 8.2%
Howard Stern Chief Executive 6,687,741 (1) (2) (3) 2,000,000 4,687,741 8.9%
Officer, President
Secretary,
Treasurer and
Director
</TABLE>
[FN]
*Less than one percent.
(1) "Beneficial Ownership" is defined in the regulations promulgated by the
U.S. Securities and Exchange Commission as having or sharing, directly or
indirectly (i) voting power, which includes the power to vote or to direct
the voting, or (ii) investment power, which includes the power to dispose
or to direct the disposition, of shares of the common stock of an issuer.
The definition of beneficial ownership includes shares underlying options
or warrants to purchase common stock, or other securities convertible into
common stock, that currently are exercisable or convertible or that will
become exercisable or convertible within 60 days. Unless otherwise
indicated, the beneficial owner has sole voting and investment power.
(2) Includes 2,000,000 shares that may be issued pursuant to the Stock Plan as
payment of compensation.
(3) Includes 2,500,000 shares authorized to be issued to the named security
holder pursuant to the 2000 Management Compensation Plan described below in
footnote 4, "Cancellation And Reissuance Of Options In September 2000."
Assumes that the named security holder exchanges all options granted
pursuant to the 2000 Management Compensation Plan held by him on the date
each threshold regarding the last sales price of the common stock is
reached for twice as many options exercisable at the higher price. As
described below in footnote (4) "Cancellation And Reissuance Of Options In
September 2000", only 25 percent of options granted pursuant to the
Management Compensation plan are exercisable on the date of grant.
Therefore, the figure in the table above includes 1,250,000 shares issuable
upon the exercise of options to purchase up to 1,250,000 shares of common
stock until September 15, 2005, which number of options represents 25
percent of the total number of options which, if required to be issued to
the named security holder within the next 60 days pursuant to the exchange
provisions of the Management Compensation Plan, will be exercisable on the
date of grant. See footnote 4, below, entitled "Cancellation And Reissuance
Of Options In September 2000".
(4) Cancellation And Reissuance Of Options In September 2000
On September 15, 2000, our Board of Directors enacted the 2000 Management
Compensation Plan to compensate directors, officers and consultants and to
provide incentives for those persons in acting on behalf of the Company. In
order to participate in the Management Compensation Plan, officers and
consultants were required to relinquish any options previously granted to
them. Options to purchase common stock have been issued pursuant to the
Management Compensation Plan, and shares of common stock were authorized to
be issued, to the following persons in the respective amounts indicated:
Recipient Shares To Be Issued Initial Options Granted
--------------------------------------------------------------
Howard Stern 2,500,000 1,250,000
Douglas Olson 2,500,000 1,250,000
Michael Marsowicz 2,500,000 1,250,000
Duane Knight 1,000,000 500,000
Ronald Ratner 1,000,000 500,000
Robert Fuchs 500,000 250,000
----------------------------------------------------------
10,000,000 5,000,000
All recipients of shares and options under the Management Compensation Plan
were officers and employees at the time of grant except for Mr. Knight, a
consultant providing accounting and administrative services. The options
are exercisable at a price of $.08 per share until September 15, 2005. The
closing sales price for the common stock on September 15, 2000 was $.08.
The options are exercisable 25% immediately and 25% on each of the first
three anniversaries of the date of grant provided that the recipient
continues to be a director, officer, employee or consultant at that
respective time. In addition, the options provide that when the last sales
price for the common stock is at least $.16 per share for three consecutive
trading days, the option holder may elect to exchange each option
exercisable at $.08 per share for two options exercisable at $.16 per
share. Similarly, the option holder may exchange each of his options for
two options to purchase one share of common stock each at $.32 per share at
such time as the last sales price for the common stock is at least $.32 per
share for three consecutive trading days. If these price levels are
attained and if all the recipients of the initial options to purchase
5,000,000 shares of common stock elect to exchange them for options
exercisable at each of the higher prices, options to purchase a total of
20,000,000 shares would be outstanding at an exercise price of $.32 per
share.
</FN>
PLAN OF DISTRIBUTION
The 23,500,000 shares covered by this prospectus will be offered, if at
all, by certain of our stockholders, and not by us. If any of these shares are
sold by a prospective selling stockholder, they will be sold on behalf of that
person and we anticipate that the shares may be offered pursuant to direct sales
to private persons and in open market transactions. The prospective selling
stockholders may offer the shares to or through registered broker-dealers who
will be paid standard commissions or discounts by the prospective selling
stockholders. The prospective selling stockholders have not informed us of any
agreements with brokers to sell any or all of the shares which may be offered
hereby.
LEGAL MATTERS
Patton Boggs LLP, Denver, Colorado, has acted as our counsel in
connection with this offering and has rendered an opinion concerning the
validity of our shares offered by this prospectus.
EXPERTS
The audited financial statements appearing in our Annual Report on Form
10-KSB for the year ended December 31, 1999 have been audited by Gordon, Hughes
& Banks, LLP, independent certified public accountants. These financial
statements are incorporated into this prospectus by reference in reliance upon
the report of the accountants included with the financial statements and upon
the authority of the accountants as experts in auditing and accounting.
INDEMNIFICATION
Section 78.7502(3) of the Nevada General Corporation Law (the "Nevada
Code") provides for mandatory indemnification by a corporation of expenses,
including attorneys' fees, incurred by a director or officer in connection with
any proceeding brought by reason of his position as a director or officer, so
long as he was successful, on the merits or otherwise, in defense of a
proceeding.
In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation (a
"Derivative Action"), because of his status as a director, officer, employee or
agent of a corporation if "he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."
In a Derivative Action or threatened Derivative Action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.
Our articles of incorporation provide that directors and officers shall
be indemnified to the full extent permitted by the Nevada Code. Our bylaws
provide that no director or officer shall be liable to us for his acts or
omissions resulting in a loss to us, except in cases where the act or omission
resulted from his willful misconduct, willful neglect or gross negligence. The
bylaws also provide that we may purchase and maintain liability insurance on
behalf of any director, officer, employee or agent regardless of whether he may
be indemnified pursuant to other provisions of the bylaws.
AVAILABLE INFORMATION
This prospectus is part of the registration statement on Form S-8,
together with all amendments and exhibits, under the Securities Act of 1933 that
we filed with the SEC. The registration statement contains information that is
not included in this prospectus.
Statements contained in this prospectus as to the contents of any
contract or other document are not necessarily complete, and, in each instance,
reference is made to the copy of the particular contract or document filed as an
exhibit to the registration statement. Each statement concerning a document that
is filed as an exhibit is qualified in all respects by reference to the copy of
the document filed as an exhibit. For further information with respect to our
business, please refer to the registration statement.
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, we file reports, proxy statements and other information with
the SEC. These reports, proxy statements and other information can be read and
copied at the Public Reference Room maintained by the SEC at the following
addresses:
o 450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
o 7 World Trade Center, New York, New York 10048
Copies of these materials also can be obtained at prescribed rates by
writing to the SEC, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information concerning the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
materials we file electronically with the SEC are available at the SEC's
Internet web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that previously were, or are required in the
future to be, filed with the SEC (File No. 0-15435) pursuant to the Exchange Act
are incorporated herein by reference:
o Our Annual Report on Form 10-KSB for the year ended December 31, 1999;
o Our Quarterly Reports on Form 10-QSB for the quarters ended September
30, 2000, June 30, 2000 and March 31, 2000;
o Our Current Reports on Form 8-K filed with the SEC on each of
January 8, 2001, December 28, 2000, December 20, 2000, November 7,
2000, September 18, 2000 and August 24, 2000;
o The description of our common stock contained in our
registration statement on Form 8-A as filed with the SEC on February
26, 1987; and
o All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15
(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the offering made hereby.
Any statement contained in a document incorporated by reference into this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that such statement is modified or replaced by a
statement contained in this prospectus or in any other subsequently filed
document that also is or is deemed to be incorporated by reference into this
prospectus. Any such statement so modified or superseded shall not be deemed,
except as so modified or replaced, to constitute a part of this prospectus. We
will provide without charge to each person to whom a copy of this prospectus has
been delivered, upon the written or oral request of any such person, a copy of
any or all of the documents referred to above that have been or may be
incorporated in this prospectus by reference, other than exhibits to such
documents. Written or oral requests for such copies should be directed to Howard
B. Stern, Chief Executive Officer, First Entertainment Holding Corp., 6421
Congress Ave, Suite 155, Boca Raton, FL 33487. (561) 241-9711.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
------------------------------------------------
The documents listed in (i) through (iv) below are incorporated by
reference in the registration statement. All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part thereof from the date of the filing of
such documents.
(i) the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999;
(ii) the Company's Quarterly Reports on Form 10-QSB for the
quarters ended September 30, 2000, June 30, 2000 and March
31, 2000;
(iii) the Company's Current Reports on Form 8-K filed with the SEC
on each of January 8, 2001, December 28, 2000, December 20,
2000, November 7, 2000, September 18, 2000 and August 24,
2000;
(iv) the description of the Company's common stock contained in
the Company's registration statement on Form 8-A as filed
with the SEC on February 26, 1987; and
(v) all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this prospectus and prior to the termination of
the offering made hereby.
Item 4. Description Of Securities.
----------------------------------
Not Applicable.
Item 5. Interest Of Named Experts And Counsel.
----------------------------------------------
Not Applicable.
Item 6. Indemnification Of Officers And Directors.
--------------------------------------------------
Section 78.7502(3) of the Nevada General Corporation Law provides for
mandatory indemnification by a corporation of expenses, including attorneys'
fees, incurred by a director or officer in connection with any proceeding
brought by reason of his position as a director or officer, so long as he was
successful, on the merits or otherwise, in defense of a proceeding.
In addition, Section 78.7502(1) of the Nevada Code permits a
corporation to indemnify a person who is party to a proceeding or threatened
proceeding, other than an action by or in the right of the corporation, because
of his status as a director, officer, employee or agent of a corporation if "he
acted in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful."
In a derivative action or threatened derivative action, Section
78.7502(2) of the Nevada Code permits indemnification if the person acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. However, no indemnification is allowed
if the person is ultimately adjudged to be liable to the corporation unless a
court of competent jurisdiction rules that, in view of the facts and
circumstances of the case, the person is fairly and reasonably entitled to
indemnification.
The Company's articles of incorporation provide that directors and
officers shall be indemnified to the full extent permitted by the Nevada Code.
The Company's bylaws provide that no director or officer shall be liable to the
Company for his acts or omissions resulting in a loss to the Company, except in
cases where the act or omission resulted from his willful misconduct, willful
neglect or gross negligence. The bylaws also provide that the Company may
purchase and maintain liability insurance on behalf of any director, officer,
employee or agent regardless of whether he may be indemnified pursuant to other
provisions of the bylaws.
Item 7. Exemption From Registration Claimed.
--------------------------------------------
Not Applicable.
Item 8. Exhibits.
4.1 First Entertainment Holding Corp. Compensation Plan - 2001A,
dated January 5, 2001.
5.1 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).
23.2 Consent of Gordon, Hughes & Banks, LLP
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration statement or any material change to
such information in the Registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act and are incorporated by reference to the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) For purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liability (other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 11th day of January
2001.
FIRST ENTERTAINMENT HOLDING CORP.
By:/s/ Howard B. Stern
Howard B. Stern, Chairman and CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of the Registrant, by virtue of their signatures to this to the
registration statement appearing below, hereby constitute and appoint Douglas R.
Olson or Howard Stern and each or either of them, with full power of
substitution, as attorneys-in-fact in their names, place and stead to execute
any and all amendments to this Registration Statement in the capacities set
forth opposite their name and hereby ratify all that said attorneys-in-fact and
each of them or his substitutes may do by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Douglas R. Olson Director January 11, 2001
Douglas R. Olson
/s/ William Rubin Director January 11, 2001
William Rubin
/s/ Howard B. Stern Principal Executive January 11, 2001
Howard Stern Officer, Principal
Financial Officer,
Chief Accounting
Officer, and Director
<PAGE>
Exhibit Index
4.1 First Entertainment Holding Corp. Compensation Plan-2001A,
dated January 3, 2001.
5.1 Opinion of Patton Boggs LLP concerning the legality of the
securities being registered.
23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit
5.1).
23.2 Consent of Gordon, Hughes & Banks, LLP
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signature").
<PAGE>
Exhibit 4.1
FIRST ENTERTAINMENT HOLDING CORP.
COMPENSATION PLAN-2001A
THIS COMPENSATION PLAN-2001A is adopted this 3rd day of January 2001,
by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with its principal
place of business being located at 6421 Congress Ave, Suite 155,
Boca Raton, FL 33487.
WITNESSETH:
WHEREAS, the Board of Directors of FIRST ENTERTAINMENT HOLDING CORP.,
(the "Company") has determined that it would be to its advantage, and in its
best interests, to grant certain consultants and advisors, as well as certain
employees, shares of the Company's .008 par value common stock (the "Common
Stock") and/or the opportunity to purchase Common Stock as compensation for
their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock and/or granting stock
options to individuals described in the preceding paragraph from time to time,
although these options are not to be granted pursuant to Section 422A and
related sections of the Internal Revenue Code as amended;
NOW THEREFORE, the Board adopts this as the First Entertainment
Compensation Plan-2001A (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is January 5, 2001, which is the day the
Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the grant of the final share of Common Stock allocated under the Plan or
the final option to purchase shares of Common Stock allocated under the Plan, or
ten years from the date thereof, whichever is earlier, and no options will be
granted thereafter pursuant to this Plan.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt such rules
and regulations for its administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to have such composition and duties as the Board may from time to time
determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate, from time to time those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
and/or options are to be granted hereunder and the number of shares to be
optioned from time to time to any individual or entity. In determining the
eligibility of an individual or entity to receive shares or an option, as well
as in determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the nature and
value to the Company for the services which have been rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive an option, an individual
must be a consultant, advisor or an employee of the Company or a consultant,
advisor, or an employee of a parent or subsidiary corporation of the Company.
The grant of each option shall be confirmed by a Stock Option Agreement which
shall be executed by the Company and the optionee as promptly as practicable
after such grant. More than one option may be granted to an individual or
entity. The shares may, as determined by the Board or its designee, be issued
directly to such entities only if such issuance does not violate applicable
provisions of federal or state laws, rules or regulations.
3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.
3.04 The option price (determined as of the time the option is granted)
of the stock for which any person may be granted options under this Plan may be
increased or reduced by the Board, or its designee, as described in Section 5,
below.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01 The Board shall reserve for the purposes of the Plan a total of
23,500,000 of the authorized but unissued shares of common shares of the
Company, provided that any shares as to which an option granted under the Plan
remains unexercised at the expiration thereof may be the subject of the grant of
further options under the Plan within the limits and under the terms set forth
in Article 3.00 hereof.
5.00 PRICE OF COMMON SHARES
5.01 The price per share of Common Stock to be
issued directly or by option shall not be less than the Fair Market Value, as of
the date of grant, as defined below.
For purposes of this Plan, the Fair Market Value as of any date shall
be as reasonably determined by the Board or Compensation Committee, as
applicable; provided, however, that if there is a public market for the Common
Stock, the Fair Market Value of the option shares as of any date shall not be
less than the last reported sale price for the Common Stock on that date (or on
the preceding stock market business day if such date is a Saturday, Sunday, or a
holiday), on a national securities exchange, as reported in The Wall Street
Journal, or if not reported in The Wall Street Journal, as reported in The
Denver Post, Denver, Colorado or, if no last sale price on a national securities
exchange is available, then the last reported sale price on either another stock
exchange or on a national or local over-the-counter market, as reported by The
Wall Street Journal, or if not available there, in The Denver Post; provided
further, that if no such published last sale price is available and a published
bid price is available from one of those sources, then the Fair Market Value of
the shares shall not be less than such last reported bid price for the Common
Stock, and if no such published bid price is available, the Fair Market Value of
such shares shall not be less than the average of the bid prices quoted as of
the close of business on that date by any two independent persons or entities
making a market for the Common Stock, such persons or entities to be selected by
the Board or Compensation Committee, as applicable.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to an person may be exercisable at
such person's discretion while there is outstanding any other stock option
previously granted to such person, whether under this Plan or any other stock
option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01 Options granted under this Plan shall expire on the first to occur
of the following dates whether or not exercisable on such dates: (i) five (5)
years from the date the option is initially granted; (ii) six (6) months from
the date the person ceases employment due to permanent and total disability;
(iii) the date of termination of employment for reasons other than retirement,
permanent and total disability or death, unless the Board determines, in its
sole discretion, that it would be in the best interest of the Company to extend
the options for a period not to exceed three (3) years; or (iv) three (3) months
from the date the employee retires with permission of the Board.
7.02 Any option granted under this Plan may be immediately exercised by
the holder thereof. Such an option may be exercised in whole or in part at the
time it becomes exercisable or from time to time thereafter, until the
expiration of the option unless the option is terminated pursuant to the
provisions of this Plan.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan exercises any
portion of the option he shall pay the full option price for the shares covered
by the exercise of that portion of his option within one month after such
exercise. As soon as practicable after the person notifies the Company of the
exercise of his option and makes payment of the required option price, the
Company shall issue such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.
9.02 If an person dies holding outstanding options issued pursuant to
this Plan, his personal representative shall have the right to exercise such
options only within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued shares of Common Stock
shall be increased or reduced by change in par value, split-up reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to direct issuance or an option held by a person and the option price
per share shall be proportionately adjusted. If the Company is reorganized or
consolidated or merged with another corporation, the person shall be entitled to
receive direct issuance or options covering shares of such reorganized,
consolidated, or merged company in the same proportion, at an equivalent price,
and subject to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company, the options granted
hereunder shall terminate and become null and void, but the person shall have
the right immediately prior to such dissolution or liquidation to exercise any
options granted and exercisable hereunder to the full extent not before
exercised.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon the Company
and its employees, and their respective heirs, executors, administrators,
successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the
Company on January 5, 2001.
14.00 NOTICES
Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.
FIRST ENTERTAINMENT HOLDING CORP.
By /s/ Howard B. Stern
-----------------------------------
Howard Stern, Chairman and
Chief Executive Officer
<PAGE>
Exhibit 5.1
Patton Boggs LLP
1660 Lincoln Street
Suite 1900
Denver, Colorado 80264
(303) 830-1776
January 11, 2001
F2 Broadcast Network Inc.
6421 Congress Ave, Suite 155
Boca Raton, FL 33487
Gentlemen and Ladies:
We have acted as counsel for F2 Broadcast Network Inc., a
Nevada corporation (the "Company"), in connection with preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, concerning registration of the
issuance and/or transfer of up to 23,500,000 shares (the "Shares") of the
Company's $.008 par value common stock (the "Common Stock") to or by certain
stockholders of the Company (the "Stockholders"). These shares may be issued to
or acquired by the Stockholders pursuant to grants of stock and options under
the Company's Compensation Plan - 2001A (the "Stock Plan").
We have examined the Articles Of Incorporation and Bylaws of the
Company, the record of the Company's corporate proceedings concerning the
registration described above, and the Stock Plan. In addition, we have examined
such other certificates, agreements, documents and papers, and we have made such
other inquiries and investigations of law as we have deemed appropriate and
necessary in order to express the opinion set forth in this letter. In our
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, photostatic, or
conformed copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon certificates
and advice from various state authorities and public officials, and we have
assumed the accuracy of the material and the factual matters contained herein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the Shares, if and when
issued as contemplated by the Stock Plan, and as described in the Registration
Statement, will have been duly authorized and legally issued, and will
constitute fully paid and non-assessable shares of the Company's Common Stock.
We hereby consent (a) to all references to this firm in the
Registration Statement; and (b) to the filing of this opinion as an exhibit to
the Registration Statement.
This opinion is to be used solely for the purpose of the registration
of the Common Stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
PB: ALT/FBB
<PAGE>
Exhibit 23.2
CONSENT OF GORDON, HUGHES & BANKS, LLP
INDEPENDENT AUDITORS
------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 and to the incorporation by reference therein
of our report dated March 17, 2000, with respect to the consolidated financial
statements of F2 Broadcast Network Inc., formerly know as First Entertainment
Holding Corp., for the year ended December 31, 1999 included in its Annual
Report on Form 10-KSB for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Gordon, Hughes & Banks, LLP
Denver, Colorado
January 9, 2001
