UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

            [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                 [FEE REQUIRED]

                           For the Fiscal Year ended:

                                June 30, 2004

                                       OR

            [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                [NO FEE REQUIRED]
                          Commission File No. 0-15435

                              STRAT PETROLEUM,LTD.
                          -----------------------------
           (Name of Small Business Issuer as Specified in its Charter)

                           F2 BROADCAST NETWORK, INC.
                         ------------------------------
       (Former Name of Small Business Issuer as Specified in its Charter)

              WYOMING                             13-1026995
        --------------------                 -------------------
(State or Other Jurisdiction of        (I.R.S. Employer Identification
 Incorporation or Organization)                    Number)

    c/o 545 North Rivermede Road, Suite 200 Concord, Ontario Canada L4k 4H1
    -----------------------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

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

Registrant's telephone number, including area code:  (954)802-6189

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest
practicable  date.

Title of Class
Number of Shares Class Outstanding at June 30, 2004
Common stock, $.008 par value               949,800 shares
Class A Preferred Stock, $.001 par value    825,930 shares
Class B Preferred Stock, $.001 par value          0 shares

<PAGE>

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes      No   x

Check if there are no disclosure of delinquent filers in response to Items 405
of Regulation S-B in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendments to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $Nil. As of June 30,
2004, there were 949,800 shares of common stock (the Registrant's only class of
voting stock) outstanding. The aggregate market value of the 949,800 shares of
common stock of the Registrant held by nonaffiliates* on June 30, 2004 was
approximately $570.00 (based on the mean of the closing bid and asked prices).

Documents incorporated by reference:  None

                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares outstanding of the issuer's Common Stock as of June 30,
2004 was 949,800.

Transitional Small Business Disclosure Format (check one):

Yes     No  X

Indicate by check mark whether the Registrant is a shell company
Yes X   No
   ---     ---

<PAGE>

INDEX TO FORM 10-KSB

PART I

Item 1       Description of Business

Item 2       Description of Property

Item 3       Legal Proceedings

Item 4       Submission of Matters to a Vote of Security Holders

PART II

Item 5       Market for Common Equity and Related  Stockholder Matters

Item 6       Management's Discussion and Analysis or Plan of Operation

Item 7       Financial Statements

Item 8       Changes in and Disagreements with Accountants
             On Accounting and Financial Disclosure

PART III

Item 9       Directors, Executive Officers, Promoters and Control Persons

Item 10      Executive Compensation

Item 11      Security Ownership of Certain Beneficial Owners And Management

Item 12      Certain Relationships and Related Transactions

PART IV

Item 13      Reports on Form 8K

Item 14      Exhibits

<PAGE>

PART I

Item 1.           Description of Business

            Although the following report is to report the results and other
information about F2 Broadcast Network, Inc. for the period ended June 30, 2004,
several significant events have taken place between the reporting date and the
current filing date of November 30, 2005, that shareholders and potential
investors should be aware of.

            On July 12, 2004 F2 Broadcast went through a change of control from
the shareholders of Inese Ltd. a Company incorporated in Ontario, Canada. The
nature of the transaction involved the acquisition of 100% of the outstanding
shares of Inese Ltd. by F2 Broadcast in exchange for 60.67% interest in F2
Broadcast. Upon completion of the transaction, Inese would be a wholly owned
subsidiary and F2 Broadcast the parent would continue to exist under a new name,
Strat Petroleum, Ltd. with Inese now existing under its new name Strat Petroleum
(Canada) Ltd. The Company was redomiciled as a Wyoming Corporation on July 9,
2005.

Strat Petroleum's vision is to build a strong, vertically integrated petroleum
company based on opportunities available in the Russian Federation. This will be
accomplished through acquisitions of interests in licenses to develop crude oil
sites with proven reserves, equity investment in one or more refineries, and
through the sale of refined products secured from a number of refineries with
which the Company or its Russian partners have very strong relationships.

The management team and its supporting network in the Russian Federation can and
has secured the rights to participate in projects in the oil and gas industry.
The Company is seeking very strong and aggressive groups with financial strength
who will be our partners, to take advantage of the opportunities we have
available.

Company Strategic Overview

The strength of the network developed in the Russian Federation, provides Strat
Petroleum with several avenues to build a strong asset based entity. Management
aims to take advantage of the various opportunities to grow the Company
aggressively in the shortest period of time. The opportunities presented to the
Company which we intend pursuing are;

      1.    investment in oil and gas fields;

      2.    partnering to provide drilling and servicing to oil companies

      3.    establishing a trading company for the sale of crude and refined
            products through a subsidiary based in Europe;

      4.    acquiring a 50% interest in establishing a new small oil refinery;

To achieve the growth objectives, the Company intends to follow an aggressive
acquisition and sales strategy and pursue the best financing alternative for
each opportunity in order to realize early returns on investment. Strat's aim is
to be selective in securing those opportunities that have the lowest risk while
diversifying sources of revenue through sale of crude oil and refined products.

<PAGE>

         All of the foregoing activities are subject to the Company's ability to
secure necessary financing determined for each project, which the Company has
been pursuing by establishing new contacts and leveraging existing ones in the
domestic and international financial industry.

            As of December 31, 2001, F2 Broadcast Network, Inc. ceased
operations due to, general collapse of the technology market, intense
competition in the Internet industry, lack of funds and inability to raise
further funding

            As noted in our September 2001 10QSB, F2 Broadcast Network, Inc.
sold most of the other businesses and assets to focus on the internet business.
Competition in the internet business has been intense resulting in further
deterioration of assets. Due to increasing losses, the directors of F2 Broadcast
Network, Inc. decided to liquidate the remaining assets to settle claims from
creditors against those assets, not incur any further losses and wind up the
business as no further resources were available to maintain the operations. F2
Broadcast Network, Inc. is now essentially a shell corporation with no assets or
liabilities, generating no income and suffering no further losses, except for
management fees for the newly appointed President & CEO. A more detailed
commentary of the disposition and/or write off of the assets is provided below
in the Notes to the Consolidated Financial Statements.

            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 would enable businesses to
affordably showcase products, services, sports and entertainment events over the
Internet. We were not successful in our efforts to develop this business due to
lack of sufficient funding, and intense competition in the industry.

            The Company completed the sale of its radio assets and closed the
transaction on July 31, 2001. This sale included the land, building, antennae,
and licensing currently described on our Form 10-KSB in the radio assets
section. The sales price was $1,900,000 of which approximately $500,000 was used
to pay existing debt related to the radio assets. The sale of these assets
netted cash receipts (after payment of related debt) of approximately $800,000,
and a note receivable of $557,000. The radio assets were sold to Legend
Communications of Wyoming, LLC the owner of multiple radio stations.

<PAGE>

            The Company completed the sale of its 80% ownership of the common
stock of First Films, Inc. ("FFI") and closed the transaction on June 29, 2001.
The sales price was $300,000 cash. As a result of the stock sale, the Company
was relieved of all liabilities of First Films, Inc. and its subsidiaries. These
subsidiaries include Comedy Core, Inc. and Comedy Works, Inc., the operator of
the Comedy Works comedy club in Denver, CO. This comedy club was the only
significant asset of FFI and is described under our Live Entertainment Segment
references in our annual Form 10-KSB. The 80% of First Films, Inc. stock was
sold to NMSF, LLC. NMSF, LLC is a limited liability company owned by a contract
accountant for the Company and the general manager of the Comedy Works comedy
club.

            The Company used the net proceeds from the sale of these assets to
pay outstanding debt obligations, the IRS lien amounts, and certain of the
Company's current and past due accounts payable.

            As a result of these transactions, the Company operated only its
Internet video production, hosting and delivery division, which does not have
sufficient revenues to generate operating or net income from operations.
Therefore, it is necessary for the Company to increase revenues either by
expansion or by acquisition or significantly reduce its operating costs. The
Company has been able to issue stock for management and accounting and
administrative services, thereby reducing the need for cash to pay for operating
expenses. The value of services paid by issuance of stock was approximately
$1,312,758 for the nine months ended September 30, 2001. Net cash provided by
operations was approximately $92,000 for the nine months ended September 30,
2001. The Company may not have sufficient cash for use in operations through
December 31, 2001. The company sold the note receivable for $260,000. The
Company was unable to obtain sufficient funds to satisfy its cash requirements
and was forced to wind up operations as of December 31, 2001. The accompanying
consolidated financial statements are prepared on the basis of the Company
ceasing operations and information of events occurring over the last four years
as relates to the December 31, 2001 fiscal period.

Internet

            The previous Company, F2 Broadcast Network, has ceased operations
and thus does not compete in the internet market.


Employees

            Strat has three employees who are officers of the Company, Mr. H.
Sam Hyams, President & CEO and Mr. Chaim Flatt, Executive Vice President, and
Mr. Sergei Bondarev, VP Strat Petroleum, for Russia.

            As of December 31, 2001 the Company had a one executive, Mr. Howard
Stern, who was replaced in April 2002 with new President & CEO, Mr. Ron Ratner.

           On November 20, 2003, Ms. Jennifer Merhib was appointed as a Director
on the Board of Directors, solely and unconditionally authorized to act on
behalf of F2 Broadcast Inc., and was duly elected as the President, Chief
Executive Officer & Chairman and Secretary of the Company.

<PAGE>

Item 2.   Description of Property

            Effective July 1, 2005, Strat Petroleum, Ltd.'s executive offices
were located at 545 North Rivermede Road, Concord, Ontario, Canada, L4K 4H1. A
lease was signed for this space which required monthly payments of $1,934 plus
any charges for common area maintenance. The lease term is for five years and
expiring June 30, 2010.

            Effective May 1, 2001, our executive offices were located at 6245 NW
9th Ave., Suite 102, Ft. Lauderdale, Florida 33309. A lease was signed for this
space which required monthly payments of $1,645 plus any charges for common area
maintenance. The lease term was for two years and expiring April 30, 2003. As
Company ceased operations on December 31, 2001, it settled with the landlord for
outstanding rent with office furniture at the premises.


Item 3. Legal Proceedings

            The Company knows to the best of its knowledge of no litigation
pending, threatened, or contemplated, or unsatisfied judgments against it, or
any proceedings of which the Company or any of its subsidiaries is a party.


Item 4. Submission of Matters to a Vote of Security Holders

            None

PART II

Item 5. Market for our Common Equity and Related Stockholder Matters

            2004          2003          2002            2001            2000
High        $0.026        $0.052        $0.078          $5.440     $5,262.00
Low         $0.00152      $0.00162      $0.00162        $0.025     $   24.70


         On June 9, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
F2 Broadcast Inc. adopted a resolution to amend the articles of incorporation to
provide capital structure of (1,500,000,000) one billion five hundred million
(1,500,000,000) shares, with 1,450,000,000 common shares without par value and
50,000,000 serial preferred shares without par value.

            On June 8th 2004, the Board of Directors passed a resolution to
effect a reverse stock split of its common stock of one (1) new common share of
stock for each twenty-five (25) old common shares of its common stock.

<PAGE>

            No dividends were paid during the fiscal year December 31, 2001,
however; common shares in the amount of 23,264,570 for a total value of
($2,810,422) were issued to officers, directors and consultants for services
rendered. Due to destruction of the records held in storage by the auditors, by
a fire, the details of the stock issuance are not available.

            On December 27, 2000, at a meeting duly called for the purpose, the
holders of a majority of the issued and outstanding shares of the Company's
common stock entitled to vote on the matter approved a reverse stock split of
the Company's issued and outstanding common stock in a range of 1 for 10, the
ratio and effective time of which was to be determined by the Board of Directors
in their discretion.

            On May 8, 2001, the Board of Directors unanimously adopted a
resolution setting May 29, 2001 as the record date (the "First Record Date") to
effect the 1 for 10 reverse stock split as approved by the Company's
shareholders on December 27, 2000. Any fractional share that would otherwise be
issuable upon such reverse split shall be rounded up to the next whole share.

     On May 8, 2001, the Board of Directors, pursuant to the authority granted
it under Section 78.207 of the Nevada Revised Statutes, unanimously adopted a
resolution setting May 29, 2001 as the record date (the "Second Record Date") to
effect a decrease in the number of authorized common shares at the rate of 1 for
20 and to correspondingly effect a decrease in the number of issued and
outstanding shares of common stock at the rate of 1 for 20. Any fractional share
that would otherwise be issuable upon such reverse split shall be rounded up to
the next whole share.

     The net result of this split is a 1 or 200 split of the issued shares and a
1 for 20 spilt of the authorized shares leaving 1,232,285 shares issued and
outstanding and 12,500,000 authorized shares.


NOTE  B  -  STOCKHOLDERS'  EQUITY

         On July 12, 2004, by Acquisition Agreement and Plan of Merger, among
Strat Petroleum, Ltd. and five individual shareholders of an aggregate of
200,000,000 Inese shares, constituting all its issued and outstanding shares,
Strat Petroleum, Ltd. acquired all such Inese Ltd. shares in exchange for
697,000,000 Strat Petroleum, Ltd. shares. In addition $500,000 in Strat
Petroleum, Ltd. Notes Payable were converted into 379,000,000 Strat Petroleum,
Ltd. shares.

         On July 8, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
Strat Petroleum, Ltd. declared and authorized the issue of six hundred and
ninety-seven million (697,000,000) Common Shares, to be issued to the
shareholders of Inese Ltd. for all the outstanding shares held. Ms. Merhib, also
authorized the issue of fifty six million five hundred thousand shares
(56,500,000) to First Summit Financial Group Corp. and its principals for
consulting services effecting the acquisition Inese Ltd.

<PAGE>

         On July 8, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
Strat Petroleum, Ltd. declared and authorized the issue of three hundred and
seventy-nine million (379,000,000) Common Shares, to five individuals upon
conversion of the Notes Payable.

         The Board of Directors of Strat Petroleum, Ltd. agreed to change the
year end of the Corporation from December 31, to June 30, effective the most
current year end being June 30, 2004, to reflect the change in control of the
Company and new direction management plans to take it.

         On June 23, 2004, F2 Broadcast Network, Inc. applied for a Certificate
of Amendment to its Articles of Incorporation to change its name to Strat
Petroleum, Ltd., which was duly approved.

         On June 9, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
F2 Broadcast Inc. adopted a resolution to amend the articles of incorporation to
provide capital structure of (1,500,000,000) one billion five hundred million
(1,500,000,000) shares, with 1,450,000,000 common shares without par value and
50,000,000 serial preferred shares without par value.

         On June 8th 2004, the Board of Directors passed a resolution to effect
a reverse stock split of its common stock of one (1) new common share of stock
for each twenty-five (25) old common shares of its common stock.

         On June 2, 2004, F2 Broadcast Network, Inc. entered into a letter of
intent acquire Inese Ltd. an Ontario corporation in exchange for shares equating
to 60-2/3% of its outstanding capital stock, with F2 Broadcast continuing to
exist, but changing its name to Strat Petroleum, Ltd.

         During the twelve months ending December 31 2001, the Company issued
23,264,570 shares of common stock for consulting services and employee
compensation valued at approximately $2,810,422.

         Effective May 31, 2001 the Company affected a 200 for 1 reverse stock
split. All amounts herein have been retroactively restated to give effect to
such reverse.

No options were granted during the fiscal year ending June 30, 2004.

Item 6.  Management's Discussion and Analysis

         This report does not reflect the current operations of the entity. The
current company, Strat Petroleum, Ltd. has a different vision and business plan.
It's financial statements are currently being audited and should be filed by the
end of 2005 or early in 2006.

         Strat Petroleum's vision is to build a strong, vertically integrated
petroleum company based on opportunities available in the Russian Federation.
This will be accomplished through acquisitions of interests in licenses to
develop crude oil sites with proven reserves, equity investment in one or more
refineries, and through the sale of refined products secured from a number of
refineries with which the Company or its Russian partners have very strong
relationships.

<PAGE>

         The management team and its supporting network in the Russian
Federation can and has secured the rights to participate in projects in the oil
and gas industry. The Company is seeking very strong and aggressive groups with
financial strength who will be our partners, to take advantage of the
opportunities we have available.

Company Strategic Overview

         The strength of the network developed in the Russian Federation,
provides Strat Petroleum with several avenues to build a strong asset based
entity. Management aims to take advantage of the various opportunities to grow
the Company aggressively in the shortest period of time. The opportunities
presented to the Company which we intend pursuing are;

         o   investment in oil and gas fields;
         o   partnering to provide drilling and servicing to oil companies
         o   establishing a trading company for the sale of crude and refined
             products through a subsidiary based in Europe;
         o   acquiring a 50% interest in establishing a new small oil refinery;

To achieve the growth objectives, the Company intends to follow an aggressive
acquisition and sales strategy and pursue the best financing alternative for
each opportunity in order to realize early returns on investment. Strat's aim is
to be selective in securing those opportunities that have the lowest risk while
diversifying sources of revenue through sale of crude oil and refined products.

     The accompanying unaudited consolidated financial statements have been
prepared on the basis of all operation ceasing as of December 31, 2001, but
reflecting any current obligations of the Company. We are unable to provide
audited financial statements at this time.

            The attached financial statements have been prepared based on
knowledge of events subsequent to the year ended June 30, 2004, i.e. based on
the understanding of all the facts and events occurring between the year end and
the date of filing, November 30, 2005.

Fiscal 2004 as Compared to Fiscal 2003
No activity occurred during the period to provide relevant comparative analysis.


NOTES PAYABLE AND LONG TERM DEBT:

            Of the $726,800 in Notes Payable, $216,000 represents management
fees payable to the previous President and CEO of the Company, Ron Ratner, which
was converted into a Note Payable on his resignation. Mr. Ratner was actively
seeking a merger / acquisition or a suitable project for the Company, during his
tenure, from April 2002 until November 2003. His search resulted in the
successful reverse merger of Inese Ltd. with F2 Broadcast Network, Inc. which
was renamed Strat Petroleum, Ltd. This $216,000 is still outstanding and
arrangements are to be made for its conversion into Common Shares of Strat
Petroleum.

<PAGE>

Prior to the reverse merger, on July 8th $500,000 in Notes Payable were settled
with common stock of the Company, without restrictive legend to the holders of
the Notes Payable, by conversion into three hundred and seventy-nine million
(379,000,000) Common Shares.

MANAGEMENT AND ADMINISTRATIVE FEES PAID TO AFFILIATE: As of December 31, 2001,
F2 Broadcast Network, Inc. ceased operations. Since then, the Company existed as
a shell with no assets, liabilities or expenses other than management fees of
$10,800 monthly to the President and CEO of the Company who was actively seeking
a merger / acquisition or a suitable project for the Company.


Item 7.  Financial Statements

STRAT PETROLEUM, INC. AND SUBSIDIARIES
F2 BROADCAST NETWORK, INC.  AND SUBSIDIARIES
Index to Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statement of Cash Flows


Notes to Consolidated Financial Statements

The Company is submitting unaudited financial statements for the period ended
June 30, 2004 as the Company was inactive except for management seeking a
merger, acquisition or a suitable project for the Company.

The Company also submitted unaudited financial statements for the previous year
ends as the Company was inactive except for management seeking a merger,
acquisition or a suitable project for the Company. As of December 31, 2001, F2
Broadcast Network, Inc. ceased operations thereby not incurring additional
expenses or further deteriorating finances.

As noted in our September 2001 10QSB, F2 Broadcast Network, Inc. sold most of
the other businesses and assets to focus on the internet business. Competition
in the internet business has been intense resulting in further erosion /
deterioration of assets. Due to increasing losses, the directors of F2 Broadcast
Network, Inc. deciding to liquidate the remaining assets to offset losses and
wind up the business as no resources were available to continue operations.

<PAGE>


                     STRAT PETROLEUM, LTD. AND SUBSIDIARIES
                (fka F2 BROADCAST NETWORK, INC. AND SUBSIDIARIES)
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             F2 Broadcast   F2 Broadcast
                                                                                  Dec 31,       June 30,
                                                                                     2003           2004
ASSETS
<S>                                                                          <C>           <C>
CURRENT ASSETS                                                                       --             --

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

     TOTAL ASSETS                                                                    --             --
                                                                              -----------    -----------


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):                                      --             --

CURRENT LIABILITIES
     Accounts payable                                                             216,000           --
     Notes payable                                                                500,000        716,000
                                                                              -----------    -----------
     Total current liabilities                                                    716,000        716,000

LONG TERM DEBT, NET OF CURRENT PORTION                                               --             --

COMMITMENTS AND CONTINGENCIES

     issued and outstanding, liquidation value $15,000                                826            826

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock, $.001 par value; authorized 50,000,000 shares Class C
         preferred stock no shares issued and outstanding
     Common stock, $.008 par value; authorized
        1,450,000,000 shares; 949,800
           shares issued and outstanding                                           53,817         53,817
     Capital in excess of par value                                            25,854,710     25,854,710
     Accumulated (deficit)                                                    (26,345,353)   (26,345,353)
     Stock held in escrow                                                        (280,000)      (280,000)
                                                                              -----------    -----------
                                                                                 (716,000)      (716,000)
                                                                              -----------    -----------
     TOTAL LIABILITIES AND STOCKHOLDERS'
                                                                              -----------    -----------
          EQUITY (DEFICIT)                                                           --             --
                                                                              -----------    -----------
</TABLE>

"See accompanying notes to financial statements."

<PAGE>

                              STRAT PETROLEUM, LTD.
                        (fka F2 BROADCAST NETWORK, INC.)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   F2 BROADCAST          F2 BROADCAST
                                                            For the year ending   For the year ending
                                                                   Dec 31, 2003         June 30, 2004

REVENUE:                                                                      -                     -
<S>                                                         <C>                   <C>
COSTS AND EXPENSES:                                                           -                     -
         Management and administrative fees                             118,800                     -
                                                            ------------------------------------------
NET INCOME (LOSS)                                                       118,800                     -
</TABLE>

"See  accompanying  notes  to  financial  statements."

<PAGE>

STRAT PETROLEUM, LTD. AND SUBSIDIARIES
(fka F2 BROADCAST NETWORK INC. AND SUBSIDIARIES)
Consolidated Statements of Changes In Stockholders' Equity (Deficit)
For the Years Ended December 31, 2003 and June 30, 2004


<TABLE>
<CAPTION>
                              Class B              Class C                                 Capital In                   Stock
                            Preferred Stock     Preferred Stock        Common Stock        Excess of     Accumulated    Held In
                        ----------------------------------------------------------------
                         Shares     Amount     Shares     Amount     Shares     Amount     Par Value     (Deficit)      Escrow
                         ------     ------     ------     ------     ------     ------     ---------     -----------    --------
<S>                     <C>         <C>       <C>         <C>       <C>        <C>        <C>              <C>         <C>
BALANCES,
JANUARY 1, 2003             -      $  -          -       $  -      23,744,974  $1,906,753  24,847,424   $(26,226,553)  $(280,000)
Effect of stock reverse
June 8, 2004 25 to 1                                              (22,795,174)
Revised opening balance
---------------------------------------------------------------------------------------------------------------------------------

Common stock issued for
   Cash, net of offering
    costs
   Cash, option and
    warrant exercises
   Consulting services
    and compensation
Preferred stock conversion
Common stock options and
      warrants issued
Net (loss)                                                                                                  (118,800)
---------------------------------------------------------------------------------------------------------------------------------
BALANCES
DECEMBER 31, 2001           -         -          -          -         949,800  $1,906,753  24,847,424   $(26,345,353)  $(280,000)
=================================================================================================================================
</TABLE>

                                                 Deferred
                                               Compensation        Total
BALANCES,
JANUARY 1, 2003                                     -            $(597,200)
- -------------------------------------------------------------------------
Common stock issued for
   Cash, net of offering costs
   Cash, option and warrant exercises
   Consulting services and compensation
   Adjustment amount
Preferred stock conversion                                              -
Common stock options and
      warrants issued
Net (loss)                                                        (118,800)
- -------------------------------------------------------------------------
BALANCES
DECEMBER 31, 2003                                                $(716,000)

Common stock issued for
   Cash, net of offering costs
   Consulting services and compensation
   As security for note payable                                         -
Common stock options and
      warrants issued
Adjustment for reconciliation
Net (loss)                                                              -
---------------------------------------------------------------------------
BALANCES
JUNE 30, 2004                                      $-            $ 716,000)
===========================================================================


"See accompanying notes to consolidated financial statements."

<PAGE>

F2 BROADCAST NETWORK INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited for 2004)
For the Years Ended December 31, 2003 and June 30, 2004

                                             Dec. 31, 2003   June 30, 2004
OPERATING ACTIVITIES

Net (loss)                                    $(118,800)     $      -
   Accrued liabilities                          118,800             -
   NET CASH, (USED IN) OPERATING ACTIVITIES       -                 -
INVESTING ACTIVITIES                              -                 -
FINANCING ACTIVITIES                              -                 -
NET CASH PROVIDED BY FINANCING ACTIVITIES         -                 -
NET (DECREASE) IN CASH                            -                 -
============================================================================
CASH,BEGINNING OF YEAR                            -                 -

CASH, END OF YEAR                                 -                 -
============================================================================


"See accompanying notes to consolidated financial statements."


F2 BROADCAST NETWORK INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

NOTE A:  NATURE OF BUSINESS AND GOING CONCERN
         SUBSEQUENT EVENTS

         On July 12, 2004, Ms. Jennifer Merhib resigned as the President and
sole Director of F2 Broadcast Network Inc. In her letter of resignation, Ms.
Jennifer Merhib did not indicate a disagreement with the Registrant on any
matter relating to the Registrant's operations, policies or practices, or give a
reason for her resignation, or request that any reason be disclosed.

         On July 12, 2004, Mr. Sam Hyams was appointed as sole Director on the
Board of Directors, solely and unconditionally authorized to act on behalf of
Strat Petroleum, Ltd. then the two directors duly elected Mr. Hyams as
President, Chief Executive Officer, Chairman and Secretary of the Company.

         On July 12, 2004, by Acquisition Agreement and Plan of Merger, among
Strat Petroleum, Ltd. and five individual shareholders of an aggregate of
200,000,000 Inese shares, constituting all its issued and outstanding shares,
Strat Petroleum, Ltd. acquired all such Inese Ltd. shares in exchange for
697,000,000 Strat Petroleum, Ltd. shares. In addition $500,000 in Notes Payable
were converted into 379,000,000 common shares of the Company.

         On July 8, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
Strat Petroleum, Ltd. declared and authorized the issue of six hundred and
ninety-seven million (697,000,000) Common Shares, to be issued to the
shareholders of Inese Ltd. for all the outstanding shares held. Ms. Merhib, also
authorized the issue of fifty six million five hundred thousand shares
(56,500,000) to First Summit Financial Group Corp. and its principals for
consulting services effecting the acquisition Inese Ltd.

         On July 8, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
Strat Petroleum, Ltd. declared and authorized the issue of three hundred and
seventy-nine million (379,000,000) Common Shares, to five individuals upon
conversion of the Notes Payable.

<PAGE>

         The Board of Directors of Strat Petroleum, Ltd. agreed to change the
year end of the Corporation from December 31, to June 30, effective the most
current year end being June 30, 2004, to reflect the change in control of the
Company and new direction management plans to take it.

         On June 23, 2004, F2 Broadcast Network, Inc. applied for a Certificate
of Amendment to its Articles of Incorporation to change its name to Strat
Petroleum, Ltd., which was duly approved.

         On June 9, 2004, Ms. Jennifer Merhib, as sole Director on the Board of
F2 Broadcast Inc. adopted a resolution to amend the articles of incorporation to
provide capital structure of (1,500,000,000) one billion five hundred million
(1,500,000,000) shares, with 1,450,000,000 common shares without par value and
50,000,000 serial preferred shares without par value.

         On June 8th 2004, the Board of Directors passed a resolution to
effect a reverse stock split of its common stock of one (1) new common share of
stock for each twenty-five (25) old common shares of its common stock.

         On June 2, 2004, F2 Broadcast Network, Inc. entered into a letter of
intent acquire Inese Ltd. an Ontario corporation in exchange for shares equating
to 60-2/3% of its outstanding capital stock, with F2 Broadcast continuing to
exist, but changing its name to Strat Petroleum, Ltd.

         As of December 31, 2001, F2 Broadcast Network, Inc. ceased
operations thereby not incurring additional expenses or further deteriorating
finances. Since it had no funds available or ability to raise any additional
funds as no new business opportunity was secured, management decided that it
could no longer compete or turn around its existing business. Thus, the Company
is no longer a going concern.

         The Company has no arrangements in place for equity or debt
financing and no assurance can be given that such financing will be available at
all or on terms acceptable to the Company. Any additional equity or debt
financing may involve substantial dilution to the interests of the Company's
shareholders as well as warrants and options holders.

         As noted in our previous financial statements, management's plans
with regard to the company's ability to continue as a going concern 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. As a result, the company sold
most of the other businesses and assets to focus on the internet business.
However, competition in the internet business has been intense resulting in
further losses. Management thus decided to liquidate the remaining assets to
offset losses and wind down the business so that resources would not be further
impaired. F2 Broadcast Network, Inc. is now essentially an inactive corporation
with no assets, generating no income and suffering no further losses except for
certain management fees to be incurred for the President & CEO appointed after
the year end.


<PAGE>

         On December 27, 2000, the Company's stockholders approved changing
the name of the Company from "First Entertainment Holding Corp." to "F2
Broadcast Network Inc." The stockholders also approved an increase in the
Company's authorized common stock. The name change and increased capitalization
became effective January 4, 2001, when the Company filed Articles of Amendment
to the Company's Articles of Incorporation with the Nevada Secretary Of State.

         During the period from inception (January 17, 1985) to December 31,
2001, the Company incurred cumulative net losses of approximately $25,984,612.
As of December 31, 2001, the Company netted all assets and liabilities to nil to
reflect the wind down of the operations.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net Loss Per Share

         Nil, as the Company's President & CEO who was being compensated
$10,800 per month as management fees resigned in November 2003, and no new
management fee compensation was put in place.

         The Company incurred a net loss of $(.005) per share for the period
ended December 31, 2003.

         As of December 31, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS 128 provides
for the calculation of "Basic" and "Dilutive" earnings per share. Basic earnings
per share includes no dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the entity. For the years ended
December 31, 2000 and 1999, the Company incurred net losses and stock options
and stock warrants were not included in the computation of diluted loss per
share because their effect was anti-dilutive; therefore, basic and fully diluted
loss per share are the same for those years.

Use of Estimates

         The preparation of these consolidated financial statements in
conformity with generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements and reported amounts of revenues and
expense during the reporting periods. Actual results could differ from those
estimates.

NOTE C DISCONTINUED OPERATIONS

The Company closed its doors and ceased operations as of December 31, 2001. In
light of this event the then newly appointed President & CEO, coordinated the
winding up of all activities, i.e. settlement of debts, collections of any
receivables possible, and general management of operations.

<PAGE>

The Company completed the sale of its radio assets and closed the transaction on
July 31, 2001. This sale included the land, building, antennae, and licensing
currently described on our Form 10-KSB in the radio assets section. The sales
price was $1,900,000 of which approximately $500,000 was used to pay existing
debt related to the radio assets. The sale of these assets netted cash receipts
(after payment of related debt) of approximately $800,000, and a note receivable
of $557,000. The radio assets were sold to Legend Communications of Wyoming, LLC
the owner of multiple radio stations.

The Company completed the sale of its 80% ownership of the common stock of First
Films, Inc. ("FFI") and closed the transaction on June 29, 2001. The sales price
was $300,000 cash. As a result of the stock sale, the Company was relieved of
all liabilities of First Films, Inc. and its subsidiaries. These subsidiaries
include Comedy Core, Inc. and Comedy Works, Inc., the operator of the Comedy
Works comedy club in Denver, CO. This comedy club was the only significant asset
of FFI and is described under our Live Entertainment Segment references in our
annual Form 10-KSB. The 80% of First Films, Inc. stock was sold to NMSF, LLC.
NMSF, LLC is a limited liability company owned by a contract accountant for the
Company and the general manager of the Comedy Works comedy club.

The Company used the net proceeds from the sale of these assets to pay
outstanding debt obligations, the IRS lien amounts, and certain of the Company's
current and past due accounts payable.

As a result of these transactions, the Company operated only its Internet video
production, hosting and delivery division, which does not have sufficient
revenues to generate operating or net income from operations.

As the Company has been unable to obtain sufficient funds to satisfy its cash
requirements, management thus decided to liquidate the remaining assets to
offset losses and wind up the business activities as no financial resources are
available to continue operations. F2 Broadcast Network, Inc. is now essentially
a shell corporation with no assets, generating no income and suffering no
further losses.

As of December 31, 2001, F2 Broadcast Network, Inc. ceased operations thereby
not incurring additional expenses or further deteriorating finances.

Note D  Other business developments

There are no other business developments.

NOTE E  STOCKHOLDERS' EQUITY DEFICIT

Common Stock
Shares issued and outstanding as of June 30, 2004 were 949,800. Shares
authorized were 1,450,000,000.

<PAGE>

Preferred Stock
Class A Shares issued and outstanding as of June 30, 2004 were 825,930, at a par
value $.001.
Class A Shares authorized were 50,000,000.
Class B Shares authorized were 2,500,000.
Class C Shares authorized were 2,500,000.

Common Stock Options

At the end of fiscal 2004, no stock options were issued or exercised as the
Company was winding up operations.

NOTE F   INCOME TAXES

         Nil

NOTE G   RELATED PARTY TRANSACTIONS

Any management fees incurred during the year were settled by the issuance of
common shares of the Company. However, no records are available to determine who
received these shares and how much each person received.


NOTE H   COMMITMENTS

Lease Commitments

         Effective July 1, 2005, Strat Petroleum, Ltd.'s executive offices
were located at 545 North Rivermede Road, Concord, Ontario, Canada, L4K 4H1. A
lease was signed for this space which required monthly payments of $1,934 plus
any charges for common area maintenance. The lease term is for five years and
expiring June 30, 2010.

         Effective May 1, 2001, our executive offices will be located at 6245 NW
9th Ave., Suite 102, Ft. Lauderdale, Florida 33309. We have signed a lease for
this space which requires monthly payments of $1,645 plus any charges for common
area maintenance. The lease term is for two years and expires April 30, 2003.
However, at December 31, 2001, the Company ceased operations and vacated the
premises. The Company satisfied the outstanding back rent balance owed with
office furniture and equipment at the premises.

NOTE I   LITIGATION

         The Company knows to the best of its knowledge of no litigation
pending, threatened, or contemplated, or unsatisfied judgments against it, or
any proceedings of which the Company or any of its subsidiaries is a party. The
company knows to the best of its knowledge of no other legal actions pending or
threatened, or judgment entered against any of its officers or directors or any
of its subsidiaries in their capacities as such.

<PAGE>

Item  8.  Changes  in and  Disagreements  with  Accountants  on
          Accounting  and Financial  Disclosure

          Not Applicable.

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons

          Information concerning the Directors and Executive Officers of the
Company is as follows:

RON RATNER     64     President & CEO              Appointed subsequent to
                          Director                 year ended Dec. 31, 2001


Current Board of Directors of Strat Petroleum, Ltd.

H. SAM HYAMS      50         Chief Executive          July 2004 to present
                          Officer, Chairman of
                         the Board, and Director

CHAIM FLATT       57        Exec. VP Bus. Dev.        July 2004 to present
                         Secretary and Director

SERGEI BONDAREV   50      VP Operations, Russia       July 2004 to present

All of the Directors' terms expire at the next annual meeting of shareholders or
when their successors have been elected and qualified. The Officers of the
Company serve at the pleasure of the Board of Directors.

The following sets forth background information concerning the above Directors
and Executive Officers:

H. Sam Hyams - President & CEO
Mr. Hyams holds a Masters Degree in Business Administration from York University
in Ontario and is a professional accountant. His extensive experience over the
past 20 years in Canadian industry and on the international scene has included
positions in finance and accounting to assisting in establishing new ventures by
securing financing, and managing their business plans. Mr. Hyams has also acted
as a consultant to small and medium sized businesses, advising them on strategic
plans for growth, acquisitions and divestitures.

Chaim Flatt - Executive V.P. Business Development
Mr. Flatt holds B.Sc. Degree in Mechanical Engineering from the Kaunas
Polytechnic University in Russia. He brings over 30 years of knowledge,
experience and network of contacts developed in the areas of project
development, financing and international trade. Mr. Flatt is President of Arad
Energy Products Co. which has been involved in projects in the Russian
Federation and other CIS countries since the late 1980's with focus on the
natural resource sector. In the past few years Mr. Flatt has concentrated on
trade of oil and oil products, which has allowed him to build a very strong
network of contacts in the Russia Federation and the CIS.

<PAGE>

Sergei V. Bondarev - V.P. Strat Petroleum Ltd. for Russia
Mr. Bondarev holds a degree in sea navigation from Sakhalin Naval College, Far
East, Russia. From 1984-1989, he was in charge of offshore oil & gas development
in Vietnam, as part of the Russian & Vietnam Joint Venture. In 1990 was
appointed as the Vice-Governor of one of the provinces in the Russian
Federation. During that time he developed excellent contacts officials at the
federal, state and local government levels. From 1992 until 2004, he was the
managing partner in Russia for Arad Energy Products Co. He was responsible for
negotiations, financing and sale of crude oil, oil products and natural gas
contracts to the local and international markets. In 2004 he was appointed as
V.P Operations-Russia for Strat Petroleum Ltd. His responsibilities include
liasing with federal, state and local governments; sourcing potential joint
ventures in oil and gas fields; securing product for sale; and, carrying out
negotiations with Russian oil & gas companies, financial institutions and
businesses concerning the oil & gas business conducted by Strat Petroleum Ltd.

            On April 8, 2002, Mr. Ronald Ratner accepted to fill the vacant
position as a Director on the Board of Directors, and accepted a position to
fill the vacant position as Acting Chief Executive Officer, Acting President,
Acting Secretary and Acting Treasurer until the Board of Directors appoints
officers for the positions mentioned. Mr. Ratner is President of Ron Ratner
Consulting, a web development company. Prior to that he was President of Edron
Associates a high end web development and hosting Company. Prior to Edron
Associates, Mr. Ratner was President & CEO of Brittany Productions for 15 years,
a full service television production company including HDTV production, and also
produced and directed many infomercials and weekly television show segments.

            Howard Stern has served as a Director since February 1999, as
Chairman of the Board since August 1999, and as our Chief Executive Officer
since November 1999 and resigned on April 8, 2002. He has been in the life
insurance business since his junior year in college at the University of
Pittsburgh in 1975.

            In July 1993, Mr. Stern joined The New York Life Insurance Company
as a registered representative where he was responsible for a variety of sales,
training and administrative duties and was active in product development. Mr.
Stern achieved the position of Council Vice President in 1996. He achieved the
position of Council President in 1998.

            In October 1998, Mr. Stern ended his relationship with the New York
Life Insurance Company. He then started and was employed by H. Stern Consulting
as a consultant providing consulting, training and seminars for the insurance
industry. He also signed a Career Agent's contract with MassMutual Life
Insurance Company and was involved in selling registered and non-registered
products.

            Mr. Stern has served as a consultant to several life insurance
companies, both domestically and abroad, on the development of Variable Products
marketing and training, and has been a featured speaker at industry functions.
He is a member of the Advanced Association of Life Underwriters (AALU), National
Association of Life Underwriters (NALU), Broward County Life Underwriters, and a
member of the American Society of CLUs, (BCLUA).

<PAGE>

            Mr. Stern is a panel member of the National Association of
Securities Dealers (NASD) Arbitration Board. He currently is licensed in 20
states for the sale of Life Insurance and Variable Products. He is an approved
insurance continuing education instructor in 48 states and in 1998 taught 8
classes nationally for the American College.

            Don Edwards has served as a director since August 2001 and resigned
on April 8, 2002. He has been a steel executive and a golf course design
consultant. Mr. Edward's was appointed as a Director of the Board after the
resignation of Messrs. Douglas Olson and Bill Rubin in August 2001.

            No family relationship exists between or among any of the persons
named above. None of our directors are directors of any other company that has a
class of equity securities registered under, or required to file reports
pursuant to, Section 15(d) of the Securities Act of 1933 or Section 12 of the
Securities Exchange Act of 1934, or any company registered as an investment
company under the Investment Company Act of 1940. There are no arrangements or
understandings between any of the named directors or officers and any other
persons pursuant to which any director or officer was selected or nominated as a
director or officer.

In an effort to ensure management has a strong advisory team to complete
required due diligence before making an investment, or acquire an interest in
oil and gas projects in the Russian Federation, the following legal and
accounting advisors have been engaged.

Akin Gump Strauss Hauer & Feld LLP.
With offices in 12 cities worldwide including Moscow, Russia, and almost 950
lawyers, Akin Gump one of the largest U.S. law firms brings a vast range of
legal and professional services for the Company to draw on. A visit to their
website www.akingump.com will provide a very in depth and detailed understanding
of the Firm's expertise and capabilities and the range of services they are able
to supply their clients.

Of particular interest to the Strat is the Firm's office in Moscow and the
extensive knowledge and experience of a number of its partners in the oil and
gas industry, particularly in the Russian Federation. The lead Partner whom the
Company will be looking for advice and assistance is Mr. Robert Langer, of whom
a brief profile is provided.

During the last ten years, Robert Langer has advised Russian and foreign
companies in structuring strategic and portfolio investments in Russia and the
former Soviet Union, and has assisted Russian companies in raising capital on
foreign debt and equity markets. Mr. Langer's clients include Russian and
multinational companies, commercial banks, financial institutions, international
development funds, major international investment banks and lending
institutions, emerging market funds and securities houses. He has helped clients
to structure more than 20 private equity and hedge funds.

<PAGE>

Mr. Langer has been one of the lead attorneys on most of the firm's financings
involving Russian entities and on debt offerings by Russian entities and
municipalities, and is generally responsible for the drafting or review of Akin
Gump's legal opinions in connection with Russian transactions. Resident in Akin
Gump's Moscow office from 1990 to 2000, he now divides his time between the
firm's New York and Moscow offices.

Schwartz Levitsky Feldman LLP

Schwartz Levitsky Feldman LLP (www.slf.ca), is a Canadian accounting and audit
firm that is ranked amongst the top 10 firms in the Country. The firm provides a
full range of services to its clients, both on a domestic and international
level through its affiliation with HLB International, the twelfth largest firm
in the world, providing accounting and related tax and financial services.

The Canadian firm is one of the leading firms in the Country with a reputation
for excellence and dependability based on pursuit of success for its clients,
through services that include integrated auditing, accounting, corporate
finance, management consulting and tax services.


The Company will look to the firm's advisory services specifically in the area
of international tax planning and structuring, as it structures the
acquisitions, joint ventures and other investments that will be made in the oil
and gas industry in the Russian Federation. The firm has acted in an advisory
capacity to many companies in Canada, China and Israel in listing on the
Canadian and U.S. exchanges. It also has been instrumental in assisting
companies in securing financing required for growth by ensuring the proper
valuation, and deal structure is in place.

On the international level, it association in HLB International allows the
Company to draw on its resources in over 100 countries. To quote the website
www.hlbi.com;

"HLBI firms are well established firms of high local standing, who have
developed their practices on the basis of their strong local knowledge and
contacts. In consequence, our international identity, whether on letter
headings, business cards or audit opinions reflects, intentionally, a
combination of the HLB and local names. This identity, applied consistently
throughout the world, distinguishes us from the Big 4 accounting groups.

It emphasises the strength of both the international organisation and the local
firm whilst, at the same time, demonstrating the close bond between the two.
This bond is illustrated by the way we conduct international business. The
"lead" firm co-ordinates the professional services provided to the client
internationally, maintaining close contact with HLB firms around the world,
supervising the work and identifying and solving any problems as they occur. In
this way, HLB provides clients with a close level of personal service, supplied
at both local and international levels."

<PAGE>

Item 10. Executive Compensation

Summary Compensation Table

         Annual compensation agreed to with the President, CEO and Director
appointed subsequent to year end was $129,600.

Compensation of Directors

         Details of compensation to Directors are not available as the
records of the Company were destroyed in a fire while held in storage by its
previous auditors.

         We know of no any written employment contracts with any of our
directors, officers or other employees except for Howard Stern who as CEO,
President and Chairman was compensated by being issued common stock. However, as
noted above, details are not available. We have no compensatory plan or
arrangement that results or will result from the resignation, retirement, or any
other termination of an executive officer's employment or from a
change-in-control or a change in an executive officer's responsibilities
following a change-in-control.

Option Grants

         All options issued and outstanding relating to F2 Broadcast Network,
Inc. were settled prior to the change of control to Strat Petroleum, Ltd.

         On January 4, 2000, the Company approved grants of options to
purchase 250,000 shares for $.61 per share to each officer who also is a
director. The recipients of these options were Howard Stern, Douglas Olson and
Michael Marsowicz. These options expire on January 4, 2005.

Also on January 4, 2000, the Company approved grants of options to purchase
187,500 shares for $.61 per share to each of Daniel Stansky, our Chief Financial
Officer, and Robert Fuchs, our marketing director.

         On January 4, 2000, the Company also rescinded option grants previously
made in July 1999 to Wende Curtis, our Secretary, and another employee. The
rescinded options were each for 25,000 shares at $1.59 per share until July 1,
2004. These options were replaced with new options to purchase 50,000 shares for
$0.61 per share for three years.

         All the options terminated and replaced in January 2000 were made with
the acceptance of the option holders, except that Mr. Goldberg objects to any
termination of his options.

         On January 4, 2000, the Company approved options for our officers that
become exercisable only in the event of a change-in-control of the Company.
These options are exercisable for $0.61 per share, which was the closing bid
price for our common stock on January 4, 2000. These options were granted as
follows:

<PAGE>

o        Howard Stern - 750,000
o        Douglas Olson - 750,000
o        Michael Marsowicz - 750,000
o        Daniel Stansky - 562,500
o        Robert Fuchs - 562,500

On January 25, 2000, the Company approved grants of options as follows:

o        Howard Stern - 75,000
o        Douglas Olson - 75,000
o        Michael Marsowicz - 75,000
o        Daniel Stansky - 56,250
o        Robert Fuchs - 56,250

     These options are in effect until January 25, 2005. The exercise price for
these options is $1.33 per share, which was the closing bid price for the common
stock on January 25, 2000. These options become exercisable only if our common
stock trades at a price of $4.50 or higher for 10 consecutive business days
between January 25, 2000 and July 1, 2001.

     Also on January 25, 2000, the Company approved the grant of options to
purchase 100,000 shares to William Rubin, an outside director. These options
become exercisable at the rate of 25,000 shares per quarter during 2000. The
exercise price is $1.33 per share.

     The Board's decision to cancel options and issue other options was based on
a determination that the Company did not receive sufficient value to justify the
original grant of the options that were cancelled or that the options no longer
provided incentive to the option holders due to the high exercise price of the
options relative to the trading price of the common stock at that time. The new
options were granted subject to vesting terms that the Board believed provided
more incentive for the performance of the recipients of those options and more
closely aligned the interests of the recipients with our shareholders.

     All the options which were held by each of Messrs. Stern, Olson, Marsowicz
and Fuchs on September 15, 2000 have been relinquished by those persons so that
each may participate in the Company's 2000 Management Compensation Plan.


Item 11. Security Ownership of Certain Beneficial Owners and Management
                       None


Compliance with Section 16(a) Beneficial Ownership Reporting Compliance
                       None


Item 12. Certain Relationships and Related Transactions

         During the period covered by this Report the Company contracted the
services of a President & CEO subsequent to the year end with the objective of
redefining and redirecting the future of the Company through completion of an
acquisition, merger or placement of a new project in it. All other contracts
with consultants were terminated as of the year end.

<PAGE>

         The Company out sources substantially all employment,
administrative, management and accounting functions. During the nine months
ended September 30, 2001 some of these functions were provided by a company
wholly-owned by a current director and the former president of the Company.
Monthly fees for such services were $21,000 for the period January 1, 1998
through August 31, 1999; thereafter the fees were reduced to $14,000. During the
nine months ended September 30, 2001, the fees were $23,500 per month. Total
fees paid by cash and by the issuance of common stock for the nine months ended
September 30, 2001 were approximately $300,000.

Another entity, 43% of which is owned by the same former director, performs
other administrative functions for the Company on an as-needed, hourly basis.
The Company also leases computer equipment from the related entity and has
amounts due to this entity of $0 and $ $5,580 as of September 30, 2001 and 2000,
respectively. Total fees paid by cash and by the issuance of common stock for
the nine months ended September 30, 2001 and 2000 were approximately $0 and
$2,000, respectively.

In March 2000, the Company's president loaned the Company $25,000 at 9%. The
note payable is not collateralized and due on demand. This amount was repaid
from the proceeds of the sale of the Company's radio assets. In 2001, the
Company received an additional $10,716 in borrowings from another director and
$5,775 from a contract accountant. Additionally, the Company agreed to grant a
security interest in the proceeds from the sale of assets to the Company's
former corporate counsel for the amount of their unpaid fees of approximately
$350,000. Each of these amounts was repaid from the proceeds of the sale of the
Company's radio assets.

PART IV

Item 13. Reports on Form 8-K

                 None

Item 14. Exhibits

         14.1    Letter of Resignation from Ms. Jennifer Merhib

         14.2    Letter of appointment Of Mr. Sam Hyams as Director

         14.3    Letter of appointment Of Mr. Sam Hyams as President, Chief
                 Executive Officer & Chairman and Secretary

         14.4    Resolution by the Board of Directors to Issue three hundred
                 and seventy- nine million (379,000,000) Common Shares.

         14.5    Resolution by the Board of Directors to Issue six hundred and
                 ninety- seven million (697,000,000) Common Shares.
<PAGE>

         14.6    Resolution by the Board of Directors to Issue fifty six
                 million five Hundred thousand shares (56,700,000) Common
                 Shares.

         14.7    F2 Broadcast Network, Inc. reverse stock split of 25 old shares
                 for one new share.

         14.8    Resolution by the Board of Directors to change the year end of
                 the Corporation from December 31, to June 30, effective the
                 year ended June 30, 2004.

         14.9    Resolution by the Board of Directors to change the Authorized
                 Capital of the Corporation to 1,500,000,000 shares comprised
                 of 1,450,000,000 shares of Common Stock without par value, and
                 50,000,000 Preferred Stock without par value.

         14.10   Agreement Transferring Control of F2 Broadcast Network, Inc. to
                 the shareholders of Inese Ltd.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.


Dated: November 30, 2005



                                                  By:/s/ Ron Ratner
                                                     ---------------------------
                                                  F2 Broadcast Network, Inc.
                                                  Authorized signing officer




                                                  By:/s/ H. Sam Hyams
                                                     ---------------------------
                                                  Strat Petroleum, Ltd.
                                                  Director, President & CEO

<PAGE>


                                   RESIGNATION


      I, Jennifer Merhib, a member of the Board of Directors and Officer of
Strat Petroleum, LTD., a Wyoming Corporation, hereby tender and submit my
resignation as a member of the Board of Directors and as Sole President, and
Director of the above named Corporation, and all subsidiaries of said
corporation, such resignation to be effective the 12th day of July 2004.


      DATED at Pembroke Pines Florida, this 12th day of July 2004.


                                                     /s/ Jennifer Merhib
                                                  ---------------------------
                                                  Jennifer Merhib


                                 ACKNOWLEGMENT


State of Florida
                 }SS:
                 }

      0n this_______day of July, 2004, personally appeared before me, a Notary
Public, Jennifer Mcrhib, proven to me to be the person described in and who
executed the foregoing instrument, who did acknowledge to me that she executed
the same freely and voluntarily and for the uses and purposes therein mentioned.

      Witness my hand and official seal.
      Notary Public

<PAGE>

                        STRAT PETROLEUM, LTD, (a Wyoming
                                  corporation)

                          ACTION IN WRITING BY DIRECTOR


      The undersigned sole Director of STRAT PETROLEUM, LTD., hereby adopts the
following resolution without; a meeting pursuant to the Wyoming Business
Corporation Act, to wit:

      RESOLVED, that H. Sam Hyams is hereby appointed 10 till the position of
Director on the Board of Directors of Strat Petroleum, Ltd,

      RESOLVED FURTHER, that H. Sam Hyams is hereby solely and unconditionally
authorized to act on behalf of Strat Petroleum. Ltd, and is hereby specifically
authorized to pursue the Board's goal to merge Strat Petroleum, Ltd. with a
profitable growth company, while concurrently therewith seeking qualified
individuals willing to serve on the Board of Directors of Strat Petroleum, Ltd.;
and

      BE IT FURTHER RESOLVED, that 11 Sam Hyams shall be and he is hereby solely
and unconditionally authorized to do any and all things necessary to manage the
business and affairs of the corporation, including but not limited to the power
to compromise, abandon, arbitrate, defend, enforce, and settle claims of or
against the corporation, and to execute and deliver any and all instruments on
behalf of said corporation in connection with the aforementioned goal in
particular and the business and affairs of Strat Petroleum, Ltd, in general.

      Signed this 12th day July 2004

                                                  Director

                                                     /s/ Jennifer Merhib
                                                  ---------------------------
                                                  Jennifer Merhib

<PAGE>

                  STRAT PETROLEUM, LTD. (a Wyoming corporation)

                         ACTION IN WRITING BY DIRECTORS

      The undersigned Directors of STRAT PETROLEUM. LTD., hereby adopt the
following resolutions without a meeting pursuant to the Wyoming Business
Corporation Act, to wit:

      RESOLVED, that the following person, effective July ___, 2004, shall serve
as an officer of the Company in the capacities set opposite his name until such
rime as his successors arc duly elected and qualify;

      H. Sam Hyams - President, Chief Executive Officer & Chairman

      H. Sam Hyams - Secretary

      BE IT FURTHER RESOLVED, that the Secretary of the Company be and he hereby
is authorized to certify as having been adopted by resolution or resolutions
necessary to open or transfer banking accounts maintained in the ordinary course
of business with financial institutions and the Secretary so certifying such
resolutions shall be and hereby is directed to include in the records of the
Company copies of any resolutions so certified.

      Signed this 12th day of July 2004.          DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  ----------------------
                                                  Jennifer Merhib







                                                  H. Sam Hyams

<PAGE>

                RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                                       OF
                              STRAT PETROLEUM, LTD.
                              A Wyoming Corporation


      The undersigned, constituting all of the members; of the Board of
Directors ("Directors") of Strat Petroleum, Ltd., a Wyoming corporation
("Corporation"), consistent with the Wyoming Business Corporation Act, hereby
consent to, and adopt, the following resolutions effective as of July 8, 2004:

                              COMMON STOCK ISSUANCE

      WHEREAS, the Corporation entered into a certain Share Exchange Agreement
dated July 8, 2004, pursuant to which notes payable can be converted into shares
of the Company's common stock ("Shares")- As a result of the payment of certain
obligations the Company agreed to issue 379,000,000 shares without restrictive
legend to the holders of the Notes Payable. Based on the foregoing, and in
particular the fact that neither of the shareholders would be deemed an
affiliate of Strat Petroleum, and the election to receive the Shares were made
in excess of two years from the date hereof, the Shares may be issued in
compliance with the Act, and without restrictive legend or stop transfer
instructions being noted against the Shares. The shares arc to be issued to the
following individuals in the following share amounts:


      Robert Fuchs                      67,000.000 Shares

      Kenneth Gillis                    60,000,000 Shares

      Jeanine Campanalc                 73,000,000 Shares

      Mike Marscowicz                   81,000,000 Shares

      Ronald Ratner                     98,000,000 Shares




                               GENERAL RESOLUTION

      RESOLVED FURTHER, that the officers and directors of the Corporation are
hereby authorized, empowered and directed to execute and deliver such documents,
agreements, stock certificates, or instruments, in the form required by the
By-Laws and applicable law (collectively, the "Documents"), and to take all
steps and perform all such acts and things as may appear in such officer's
discretion to be necessary or advisable in order to fully carry out the intent
and effectuate the purpose of the foregoing resolution.

<PAGE>

      RESOLVED FURTHER, that the Corporation hereby approves in all respects the
Corporation's performance of each of its obligations under each of the
Documents.

      IN WITNESS WHEREOF, the undersigned, constituting all of the members of
the Board of Directors of the Corporation, hereby execute this Unanimous Written
Consent as of this 8th day of July, 2004.

                                                  DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  ----------------------
                                                  Jennifer Merhib

<PAGE>

                RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                                       OF
                              STRAT PETROLEUM, LTD.
                              A Wyoming Corporation


      The undersigned, constituting all of the members of the Board of Directors
("Directors") of Strat Petroleum, Ltd., a Wyoming corporation ("Corporation"),
consistent with the Wyoming Business Corporation Act, hereby consent to, and
adopt, the following resolutions effective as of July 8, 2004:

                              COMMON STOCK ISSUANCE

      WHEREAS, the Corporation entered into a certain Share Exchange Agreement
dated July 8, 2004, pursuant to which shares shall be issued for consideration
of the assets of Inese, Ltd. The shares are to be issued to the following
individuals in the following share amounts with restrictive legend:

      Hyams Family  Trust        297,000,000 Shares

      Flatt Family Trust         147,000,000 Shares

      Lcv Pcrclman               147,000,000 Shares

      Joseph Frasko              90,000,000 Shares

      Elizabeth Zimmcr           16,000,000 Shares

<PAGE>

                               GENERAL RESOLUTION

      RESOLVED FURTHER, that the officers and directors of the Corporation arc
hereby authorized, empowered and directed to execute and deliver such documents,
agreements, stock certificates, or instruments, in the form required by the
By-Laws and applicable law (collectively, the "Documents"), and to take all
steps and perform all such acts and things as may appear in such officers(1)
discretion to be necessary or advisable in order to fully carry out the intent
and effectuate the purpose of the foregoing resolution.

      RESOLVED FURTHER, that the Corporation hereby approves in all respects the
Corporation's performance of each of its obligations under each of the
Documents.





      IN WITNESS WHEREOF, the undersigned, constituting all of the members of
the Board of Directors of the Corporation, hereby execute this Unanimous Written
Consent as of this 8th day of July, 2004

                                                  DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  ----------------------
                                                  Jennifer Merhib


<PAGE>



                RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                                       OF
                              STRAT PETROLEUM, LTD,
                              A Wyoming Corporation


      The undersigned, constituting all of the members of the Board of Directors
("Directors") of Strat Petroleum, Ltd., a Wyoming corporation ("Corporation"),
consistent with the Wyoming Business Corporation Act, hereby consent to, and
adopt, the following resolutions effective as of July 8, 2004:

                              COMMON STOCK ISSUANCE

      WHEREAS, the Corporation entered into a certain Share Exchange Agreement
dated July 8, 2004, pursuant to which amounts due as a Note Payable for
consulting services rendered regarding the completion of the change in control
of F2 Broadcast Network, Inc. to the shareholders of Inese Ltd., an Ontario
Corporation, the resulting entity to be named Strat Petroleum, Ltd. can be
converted into shares of the Company's common stock ("Shares"). As a result of
the payment of certain obligations the Company agreed to issue 56,700,000 shares
without restrictive legend to the holders of the Note Payable. Based on the
foregoing, and in particular the fact that neither of the shareholders would be
deemed an affiliate of Strat Petroleum, and the election to receive the Shares
were made, the Shares may be issued in compliance with the Act, and without
restrictive legend or stop transfer instructions being noted against the Shares.
The shares are to be issued to the following individuals in the following share
amounts:


      First Summit Financial Group Corp.     20,850,000

      Shawn Pecore                           20,850,000

      Marble Resources Inc.                  15,000,000

<PAGE>

                               GENERAL RESOLUTION


      RESOLVED FURTHER, that the officers and directors of the Corporation are
hereby authorized, empowered and directed to execute and deliver such documents
agreements, stock certificates, or instruments, in the form required by the By-t
aws and applicable law (collectively, the "Documents"), and to take all steps
and perform all such acts and things as may appear in such officer's discretion
to be necessary or advisable in order to hilly carry out the intent and
effectuate the purpose of the foregoing resolution.


      RESOLVED FURTHER, that the Corporation hereby approves in all respects the
Corporation's performance of each of its obligations under each of the
Documents.

      IN WITNESS WHEREOF, the undersigned, constituting all of the members of
the Board of Directors of the Corporation, hereby execute this Unanimous Written
Consent as of this 8lh day of July, 2004.

                                                  DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  ----------------------
                                                  Jennifer Merhib

<PAGE>

   RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
                                       OF
                           F2 BROADCAST NETWORK, INC.
                              A Nevada Corporation


      The undersigned Director, being sole Director ("Director") of F2 Broadcast
Network, Inc., a Nevada corporation ("Corporation"), acting pursuant to NRS
78.315 of the Nevada Business Corporation Act, hereby consents to, and adopts,
the following actions and adopts the following resolutions effective as of June
8,2004:

                              COMMON STOCK REVERSE

      WHEREAS, the Director deems it to be in the best interests of the
Corporation to effect a reverse stock split of its common stock, one (1) new
common share of stock for each twenty-five (25) old common shares of stock.

      NOW, THEREFORE, BE IT RESOLVED, that a reverse stock split of the
Corporation's common stock, one (1) new common share of stock for each
twenty-five (25) old common shares of its common stock is hereby authorized.
There shall be no fractional shares and the Transfer Agent shall be instructed
Kit average up.

                               GENERAL RESOLUTION

      RESOLVED FURTHER, that the officers) and director(s) of the Corporation is
hereby authorized, empowered and directed to execute and deliver such documents,
agreements, stock certificates, or instruments, in the form required by the
By-Laws and applicable law (collectively, the "Documents"), and to take all
steps and perform all such acts and things as may appear in such officer's
discretion to be necessary or advisable in order to fully carry out the intent
and effectuate the purpose of the foregoing resolution.

      RESOLVED FURTHER, that the Corporation hereby approves in all respects the
Corporation's performances of each of its obligations under each of the
Documents.

      IN WITNESS WHEREOF, the undersigned, being the sole Director of the
Corporation, hereby executes this                             Unanimous Written
Consent as of this 8lh day of June, 2004.

                                                  DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  ----------------------
                                                  Jennifer Merhib

<PAGE>


                           F2 BROADCAST NETWORK, INC.

                       ACTION IN WRITING BY SOLE DIRECTOR
                                       AND
                   AMENDMENT OF THE ARTICLES OF INCORPORATION
                                       OF
                           F2 BROADCAST NETWORK, INC.
                               (a Nevada Company)

      The undersigned Director, being sole Director of F2 Broadcast Network,
Inc., hereby adopts the following resolution without a meeting pursuant to NRS
78.315, to-wit:

      RESOLVED, that the Board of Directors hereby declare it advisable and in
the best interest of the Corporation that the total number of shares of all
classes of stock which the corporation shall have authority to issue is ONE
BILLION FIVE HUNDRED MILLION (1,500,000,000) shares of which ONE BILLION FOUR
HUNDRED FIFTY MILLION (1,450,000,000) shares shall be Common Stock, without par
value, and FIFTY MILLION (50,000,000) shares shall be Serial Preferred Stock,
without par value.

      BE IT FURTHER RESOLVED, that by inclusion of this Resolution and Amendment
with the Articles of Incorporation of this corporation in the corporation's
record book the Articles of Incorporation will be considered to reflect the
wording contained herein.


                                                  DIRECTOR



                                                    /s/ Jennifer Merhib
                                                  --------------------------
                                                  Jennifer Merhib, Director



      Dated:June 9, 2004

<PAGE>

                        ROGER A. KIMMEL, JR. & ASSOCIATES
                               COUNSELLORS AT LAW
                           114 BARR1NGTON TOWN SQUARE
                                    SUITE 159
                               AURORA, OHIO 44202
FAX: (330)562-1669          TELEPHONE: (330)995-0051   E-Mail: KimmelLaw@aol.com

     Practice Limited to Matters Involving Corporate Securities & Governance

June 2,2004

TRANSMITTED VIA FACSIMILE
Mr. H. Sam Hyams
President
Inese, Ltd.
1111 Flint Road
Unit 6
Toronto, ON, M3J 3C7

          Re:  Transfer of Control of F2 Broadcast Network, Inc., a Public
               Non-Reporting Corporation

 Dear Mr. Hyams:

      The purpose of this letter is to set forth the basic terms by which Inese,
Ltd., an Ontario corporation (the "Company"), shall take control of F2 Broadcast
Network, Inc., a Nevada corporation ("F2") so that the contemplated share
exchange shall qualify as a tax-free reorganization under the applicable
provisions of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the "Code"). The following basic terms will
serve as the basis from which we would proceed to develop terms and conditions
of a definitive agreement (the "Definitive Agreement") under which the share
exchange would be consummated. Except as specifically set forth herein, this
Letter of Intent shall be non-binding and in the event that the parties are
unable to reach a Definitive Agreement, neither party shall have any claims
against the other.

      1. Consideration. As part of the contemplated Transfer of Control of F2 to
the Company, a 60 2/3% ownership interest in F2 (546,000,000 shares of F2 Common
Stock with legend, post-reorganization) shall be vested in the Company.

      2. Negotiation of Definitive Agreement. Within thirty (30) days from the
date hereof, the parties will enter into a Definitive Agreement. Such Definitive
Agreement will reflect the agreed upon terms and conditions set forth herein, as
well as other terms and conditions which are usual or typical for transactions
of similar type and magnitude.

<PAGE>

      3. Exchange; Surviving Corporation. In accordance with and subject to the
provisions of the Definitive Agreement and the Nevada Business Corporation Act
("BCA"), at the Effective Time, the parties shall exchange shares so that F2
shall survive and shall continue to exist under the laws of the State of Nevada.

      4. Directors and Officers. The Board of Directors shall consist of three
(3) members, to-wit: H. Sam Hyams, Chaim Flatt and Lev Perelman. Officers will
then be appointed by the Board of Directors.

      5. Effective Time. The Transfer of Control shall become effective at the
time and date that the Definitive Agreement is executed, in form and substance
acceptable to the Parties, and Certificates thereof are accepted for filing by
the Secretary of State of Nevada.


      6. No Shop Provision. In exchange for a cash payment of ten dollars and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, by F2 from the Company, F2, through June 30, 2004 shall
not, (a) solicit any offers to buy any securities of F2; (b) hold discussions
with any party (other than the Company) looking toward such an offer or
solicitation; (c) enter into any agreement with any party (other than the
Company) looking toward such an offer or solicitation; or (d) enter into any
agreement with any party (other than the Company) with respect to the sale of
any of its securities or with respect to any merger, consolidation, or similar
transaction.

      7. Closing Conditions. The obligations of the Company and F2 to execute
and deliver the Definitive Agreement and to consummate the Transfer of Control
are subject to the satisfaction or waiver of the following conditions:

      (i)   The completion of mutual customary due diligence by the Company and
            F2, which due diligence does not disclose facts or circumstances
            that are determined by the Company or F2 to be unsatisfactory in the
            exercise of reasonable business judgment;

      (ii)  No claim, suit, action or other proceeding shall be pending or
            threatened in writing before or by any court, governmental agency or
            other entity against the Company or F2 that materially and adversely
            affects the financial condition, businesses, assets or results of
            operations of the subject entity and, which has not been publicly
            disclosed; and

      (iii) The drafting, negotiation, execution and delivery of the Definitive
            Agreement acceptable to both parties, which shall include
            representations, warranties, covenants, indemnifications, and
            conditions customary for transactions of this size and in this
            industry.

<PAGE>


      8. Closing. Subject to satisfaction of the conditions contained in the
Definitive Agreement, the Closing will take place on or before June 30, 2004, or
as may be mutually agreed.

      9. Due Diligence. Pending the preparation and execution of the Definitive
Agreement, the Company and F2 shall permit the other party and its
representatives and agents to reasonably examine its finances, contracts, and
businesses and interview its officers, directors and employees. Both the Company
and F2 will complete due diligence on or before June 17, 2004.

      10. Confidentiality. Each party to this Letter of Intent agrees to
maintain the confidentiality of all of the information received from the other
party and use such information only for the purposes contemplated by this Letter
of Intent; provided, however, that the parties shall be permitted to disclose
the materials and information they each receive from the other to their
respective advisors, representatives and agents in connection with performing
duties related to the transaction contemplated in this Letter of Intent. In the
event of a termination or expiration of this Letter of Intent for any reason,
each party shall return to the other all documents (and any copies thereof) and
information provided to it by the other party. The obligation of confidentiality
under this paragraph shall survive the termination of this Letter of Intent.

      11. Good Faith. The Company and F2 shall proceed in good faith to
negotiate, agree upon and enter into a Definitive Agreement embodying the terms
and conditions contained in this Letter of Intent and to consummate the Closing
of the Transfer of Control pursuant thereto.

      12. Intention of the Parties. Except for Paragraphs 6,9,10 and 11 above,
which shall be binding, this Letter of Intent is accepted by the parties as
merely a statement of mutual intention at this time to conduct further
negotiations along the lines indicated above, does not purport to include all
the essential terms of the contemplated Transfer of Control, and it is the
intention of the parties that no one shall be obligated to complete the Transfer
of Control unless the Definitive Agreement shall be executed and delivered by
the parties thereto in form and substance satisfactory to the parties thereto on
or prior to June 30, 2004 (or such date as the parties may mutually agree), and
then only in accordance with the terms of such Definitive Agreement. The parties
acknowledge that the Definitive Agreement is subject to the approval of the
respective Board of Directors and neither the Company or F2 shall be bound to
the other by this Letter of Intent for damages, references, failure to finally
agree upon a formal and final Definitive Agreement, or in any other way.

      13. Expenses. Each of the parties shall pay all of its own expenses
incidental to the negotiation and preparation of the Definitive Agreement and of
all other documentation, including financial statements relating to the Transfer
of Control, regardless of whether the Transfer of Control is consummated.

<PAGE>

      14. Announcements. The Company and F2 will consult and cooperate with each
other as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or to employees, customers or
suppliers.

      15. Brokerage. The Company and F2 each represent that no finder, broker,
investment banker or other similar person has been involved in this transaction.
Each party agrees to indemnify and hold the other harmless from the payment of
any brokerage fee, finder's fee or commission claimed by any other person or
entity who claims to have been involved in the transaction herein because of an
association with such party.

      16. Facsimile Execution. This Letter of Intent may be executed in
counterparts by original or telefax signatures, and all counterparts of this
Letter of Intent which are executed by telefax signature shall be valid and
binding as original signatures for all purposes.

      17. Choice of Law. This Agreement and its application shall be governed by
the laws of the State of Nevada.

      18. Merger; Surviving Corporation. Once the Definitive Agreement has been
executed and the Transfer of Control of F2 Broadcast Network, Inc. to Inese,
Ltd. has been completed, the separate existence of Inese, Ltd. shall cease and
F2 Broadcast Network, Inc. shall continue to exist under the new name of "Strat
Petroleum Ltd." by virtue of, and shall be governed by, the laws of the State of
Nevada.

      If the proposal described in this Letter of Intent is acceptable, please
so indicate by signing and dating a duplicate copy in the space provided below
and return same to my attention via facsimile transmission. Closing will be held
as soon as reasonably possible after execution of the Definitive Agreement and
the fulfillment of the other conditions precedent, but in no event later than
June 30,2004.

 Sincerely,


 F2 BROADCAST NETWORK, INC.                              INESE, LTD.
 "F2"                                                    "The Company




                                                         /s/ H. Sam Hyams
                                                         -----------------------
By: Jennifer Merhib                                      By: H. Sam Hyams
Its: President                                           Its: President


<TABLE>
<CAPTION>
<S>                                                <C>
Agreed and accepted this __ day of June 2004.         Agreed and accepted this 9 day of June 2004
</TABLE>

<PAGE>

                                    EXHIBIT A




      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized representatives, a1l as of the date first written
above.


                                        Strat Petroleum, Ltd



                                        By: /s/ Jennifer Merhib
                                            ------------------------------------
                                            Jennifer Merhib, President and CEO






                                        Inese Ltd.



                                        By: /s/ Sam Hyams
                                            ------------------------------------
                                            Sam Hyams, CEO & President