As filed with the Securities and Exchange Commission on December 22, 2004
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          AMENDMENT NO. 2 TO FORM SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               (INITIAL STATEMENT)

                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                 (Name of small business issuer in its charter)


            NEVADA                          7812                   20-1257307
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)


         1026 W El Norte Parkway, Suite 191, Escondido, California 92026
                                  323-802-1542
          (Address and telephone number of principal executive offices)

                1416 N. La Brea Ave., Hollywood, California 90028
(Address of principal place of business or intended principal place of business)
     Incorp Services, Inc., 3675 Pecos-McLeod, Suite 1400, Las Vegas, Nevada
            (Name, address and telephone number of agent for service)

                          Copies of communications to:

                             Richard I. Anslow, Esq.
                              Anslow & Jaclin, LLP
                          195 Routes 9 South, Suite 204
                           Manalapan, New Jersey 07726

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after this Registration Statement becomes effective.

If any of the securities  registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [X]





If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

                               CALCULATION OF REGISTRATION FEE
- ----------------------------------   ----------    ---------------   --------------   ------------
                                                   Proposed          Proposed
Title of each                        Amount to     maximum           Maximum          Amount of
class of securities                  be            offering          aggregate        registration
to be registered                     registered    price per share   offering price   fee
- ----------------------------------   ----------    ---------------   --------------   ------------
                                                                          
Common shares, par value $.001 (1)    1,000,000         $5.00            $5,000,000       $633.50
- ----------------------------------   ----------    ---------------   --------------   ------------
Common shares, par value $.001 (2)      950,000         $5.00            $4,750,000       $601.83
- ----------------------------------   ----------    ---------------   --------------   ------------
Common shares, par value $.001 (3)       50,000         $5.00              $250,000        $31.67



(1)      Represents  shares  being  sold to the  public.  The price of $5.00 per
         share is being  estimated  solely for the  purpose of  calculating  the
         registration fee pursuant to Rule 457(c) of the Securities Act.
(2)      Represents  shares of common  stock  issuable  in  connection  with the
         exercise of options issued to Barr Eden Family Trust (500,000  options)
         and Waldwick Investments Limited (450,000 options).  The price of $5.00
         per share is being estimated  solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) of the Securities Act.
(3)      Represents  shares of common  stock owned and offered by Andrew Banks &
         Associates  Pty.  Ltd. The price of $5.00 per share is being  estimated
         solely for the purpose of calculating the registration  fee pursuant to
         Rule 457(c) of the Securities Act.

Our non-affiliate  selling  shareholders will sell at a fixed price per share of
$3.00  until  our  shares  are  quoted on the OTC  Bulletin  Board (or any other
specified  market).   Thereafter,   such  selling  shareholders  shall  sell  at
prevailing market prices or privately negotiated prices.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

The  information  in this  prospectus  is not complete  and may be changed.  The
selling  stockholders  may not sell these  securities  until  this  Registration
Statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these securities, and it is not soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED,                    2004


                                       2



                      FRIDAY NIGHT ENTETAINMENT CORPORATION

                        1,000,000 SHARES OF COMMON STOCK
           950,000 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                         EXERCISE OF OUTSTANDING OPTIONS
           50,000 SHARES OF COMMON STOCK FOR A SELLING SECURITY HOLDER

Friday Night Entertainment  Corporation (the "Company" "we" or "us" or "FNE"), a
Nevada Corporation,  is offering,  on a "best efforts" basis 1,000,000 shares of
our common stock, par value $.001, at U.S. $5.00 per share (the "Offering"). The
initial offering period will end twelve (12) months from the date listed in this
prospectus unless it is terminated earlier (the "Initial Offering Period"). This
Offering is being made on a  self-underwritten  basis by us through our officers
and  directors.  Since there is no selling  commission,  all  proceeds  from the
Offering will go to us.

In addition, our selling security holders are offering to sell 950,000 shares of
our common stock  issuable in connection  with the exercise of our options,  and
50,000 shares of common stock.

Currently,  we have not established an underwriting  arrangement for the sale of
these  shares.  Our  officers and  directors  will be the only persons that will
conduct the direct public offering.  They intend to offer and sell the shares in
the primary offering through their business and personal contacts.

THE SECURITIES  OFFERED HEREBY ARE  SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK,
AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.  PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE INFORMATION SET
FORTH UNDER "RISK FACTORS" ON PAGE 7 BEFORE INVESTING IN SUCH SECURITIES.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of the prospectus.  Any representation to the contrary is a
criminal offense.

This registration  statement will be amended and completed from time to time, as
necessary.

The  information in this  prospectus is not complete and may be changed.  We may
not sell these  securities  until  this  Registration  Statement  filed with the
Securities and Exchange  Commission is declared  effective by the Securities and
Exchange  Commission.  This prospectus is not an offer to sell these  securities
and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

The date of this prospectus is,                        2004



                                       3



                              Table of Contents
                                -----------------

                                                                          Page
                                                                          ----
Prospectus Summary                                                         5
Risk Factors                                                               7
Use of Proceeds                                                            11
Determination of Offering Price                                            13
Market for Common Equity and Related Stockholder Matters                   13
Equity Compensation Plan Information                                       14
Dividends                                                                  14
Management's Discussion and Analysis or Plan of Operation                  14
Business - Our Company                                                     17
Description of Property                                                    20
Legal Proceedings                                                          20
Management Directors and Executive Officers                                21
Executive Compensation                                                     22
Principal Stockholders                                                     24
Dilution                                                                   24
Selling Stockholders                                                       26
Shares Eligible for Future Sale                                            28
Plan of Distribution                                                       28
Certain Relationships and Related Transactions                             30
Description of Securities                                                  31
Changes In and Disagreements with Accountants on
  Accounting and Financial Disclosure                                      32
Transfer Agent                                                             32
Experts                                                                    32
Legal Matters                                                              32
Financial Statements                                                      F-1

Part II.
Other Expenses of Issuance and Distribution                                33
Recent Sales of Unregistered Securities                                    33
Exhibits                                                                   35
Undertakings                                                               36



                                       4



                               PROSPECTUS SUMMARY

The  following  is a summary of material  information  which is supported in its
entirety by detailed  information,  including  financial  information  and notes
thereto, contained in this prospectus.  This highlighted summary is intended for
reference only. Before making any investment,  you should carefully consider the
information  under the heading "Risk Factors".  Please note that throughout this
prospectus the words  "Company",  "we",  "our",  "us" or "FNE",  refer to Friday
Night Entertainment Corporation, and not to our selling stockholders.

About Us

We were incorporated in Nevada on July 31, 2001 under the name Lunettes, Et.Al.,
Inc.  We have  remained  inactive  since  incorporation.  On June 10,  2004,  we
acquired all of the issued and outstanding shares of Friday Night  Entertainment
Pty.  Ltd.,  an  Australian  company  involved in  producing  feature  films and
television programming in Australia.  On June 11, 2004, we changed our name from
Lunettes, Et. Al., Inc. to Friday Night Entertainment  Corporation and increased
our authorized share capital to 50,000,000 common shares and 5,000,000 preferred
shares, both par values $.001.

We are a development  stage company formed for the purpose of producing  feature
films in the United States. We will develop four of our scripts that we acquired
in our purchase of Friday Night Entertainment Pty Ltd., as well as future screen
plays that we acquire pursuant to option agreements with screen writers. We will
develop  film  products  from  conception  to  pre-production,   production  and
post-production  stages.  We also  propose  to  identify  and  acquire  original
materials,   screenplays,  novels,  manuscripts,  ideas,  remakes,  and  branded
properties.  We will finance some projects  ourselves,  and  participate  in the
financing of larger  projects.  We intend to utilize the  industry  contacts and
know how of our principals in achieving our business objectives.

Securities Offered By Us

The  maximum  amount  of shares  offered  by us,  on a "best  efforts"  basis is
1,000,000  common shares at $5.00 per share (or an aggregate  offering  price of
$5,000,000).

Up to an additional  950,000 common shares issuable upon the exercise of options
issued to Barr Eden Family Trust and Waldwick  Investments Limited; and up to an
additional  50,000 shares of our common stock of Andrew Banks & Associates  Pty.
Ltd. Although we are not presently qualified for public quotation,  we intend to
qualify our shares for  quotation on the NASD  Over-the-Counter  Bulletin  Board
concurrently  as of the effective date of this prospectus or as soon as possible
thereafter.


                                       5


Offering Period

During the Initial Offering Period,  we will offer shares for a period of twelve
(12)  months  from the  effective  date of this  prospectus,  unless  terminated
earlier, in our sole discretion.  During this Initial Offering Period we will be
able to use funds  immediately  since the offering is on a "best efforts" basis.
No minimum amount of proceeds has been set by us and no legal  requirement for a
minimum amount is in effect.  Since there is no minimum,  no escrow account will
be  established  to hold  funds  until a minimum  amount is reached or until the
offering period is terminated.

Plan of Distribution

The offering of a maximum of 1,000,000 of our common shares, on a "best efforts"
basis, is being made on a self-underwritten basis by us through our officers and
directors who will not be paid any commission or other  compensation and without
the use of securities brokers.

Currently,  we have not established an underwriting  arrangement for the sale of
these  shares.  Our  officers and  directors  will be the only persons that will
conduct the direct public offering.  They intend to offer and sell the shares in
the primary  offering through their business and personal  contacts.  There is a
possibility  that no proceeds will be raised or that if any proceeds are raised,
they may not be sufficient to cover the cost of the offering.

The  estimated  cost of  distribution  of our  common  shares  is  $130,000,  or
approximately  2.6% of our planned offering.  These  distribution  costs include
travel, presentations and administration costs involved in the offering.

Our  selling  securities  holders  may be selling up to  950,000  common  shares
issuable  upon the  exercise  of options  issued to Barr Eden  Family  Trust and
Waldwick  Investments  Limited;  and  50,000  common  shares of  Andrew  Banks &
Associates  Pty. Ltd. The selling  shareholders  can exercise their options at a
price, being a discount to 40% of market price or fifty cents,  whichever is the
greater.  The market price is that price quoted on a recognized stock market, or
where  there is no public  trading we will use the last sale price of our common
stock as the basis for a market  price.  Such shares of our common  stock may be
sold from time to time to purchasers  directly by the selling security  holders.
Alternatively,  the selling  shareholders  may from time to time offer shares to
underwriters,  dealers,  or agents, who may receive  compensation in the form of
underwriting  discounts,  concessions or commissions  from the selling  security
holders for whom they may act as agent.

The  selling  security  holders  and any  underwriters,  dealers or agents  that
participate  in the  distribution  of our  common  stock  may  be  deemed  to be
underwriters,   and  any  commissions  or  concessions   received  by  any  such
underwriters,  dealers or agents may be deemed to be underwriting  discounts and
commissions  under the Securities  Act.  Shares may be sold from time to time by
the selling  security  holders in one or more  transactions  at a fixed offering
price, which may be changed,  or at any varying prices determined at the time of
sale or at negotiated prices. We may indemnify any underwriter  against specific
civil liabilities,  including liabilities under the Securities Act. We will bear
all  expenses  of the  offering  of shares of our  common  stock by the  selling
security holders other than payment that they may agree to make to underwriters.
Where there is no public  trading  market for our  shares,  we will use the last
sale price of our common stock as the basis for a market price.

Application of Proceeds

The proceeds of this  offering are to be used by us for the  development  of the
four movie scripts  which we acquired  through our  acquisition  of Friday Night
Entertainment  Pty Ltd. We also  intend to use  proceeds  from this  offering in
order to  acquire an option to  develop a motion  picture to be called  "Asphalt
Beach." The balance of the  proceeds  of this  offering  will be used to acquire
additional movie scripts pursuant to option agreements,  and for general working
capital.


                                       6


                                  RISK FACTORS

Risk Factors
The  securities  offered hereby are highly  speculative  and should be purchased
only by persons who can afford to lose their entire investment. Each prospective
investor  should  carefully   consider  the  following   material  risk  factors
associated  with this Offering,  as well as all other  information  set forth in
this prospectus.

Material risk factors have been addressed  under the following  major  headings:
Industry Risks, Company Specific Risks and Offering Specific Risks.

1.       Industry Risks
THE  COMPETITIVE  ENVIRONMENT  OF OUR INDUSTRY  WILL MAKE IT DIFFICULT FOR US TO
SOURCE QUALITY SCREENPLAYS AND REACH OUR BUSINESS PLAN OBJECTIVES

Film  production  requires  vast  amounts of upfront high risk capital for which
there is a limited  supply and intense  competition.  The  importance of a track
record of commercial success in prior productions is a principal factor. We will
operate in a competitive industry with established companies that can impact our
market share and ultimate  success.  We face  significant  competition from more
established  companies.  We believe our  competition  will include the following
listed entities: Lions Gate Entertainment Corporation, New Market Capital Group,
Palm Picture Features, and Peace Arch Entertainment Group Incorporated.  We will
compete directly with the following private companies: 2929 Entertainment,  Hart
Sharp  Entertainment,  Odd Lot  Entertainment  and  River  Road.  These  private
companies  have been  selected  as direct  competition  given they  specifically
conduct business within the independent  feature film development and production
arena. All of these companies are well established with proven track records and
are successful in operating in a competitive environment.

Our  competition  may make it  difficult  for us to source  quality  screenplays
outside of our writer's fund by offering  incentives to writers and cast members
that are difficult to match,  given our limited  resources.  This may inhibit us
from reaching our business plan objectives and financial forecast.

MOVIE  PIRACY  IS A MAJOR  CONCERN  IN OUR  INDUSTRY  THAT CAN CAUSE US TO FORCE
ABANDONMENT  OF PRODUCTION AND RESULT IN INCREASED  PRODUCTION AND  DISTRIBUTION
COSTS

Movie  piracy is  prevalent  in our  industry  and can cause us to have  reduced
revenues,  increased production and distribution costs or force abandonment of a
production.

The growth of the internet, together with the advancement of digital technology,
has created  substantial piracy problems for the movie industry.  We will not be
immune from this piracy.  This piracy could take many forms and could impact our
business in many ways.  For  instance,  the piracy  threat comes from within the
industry where screen writers, production companies and distributors pirate each
others ideas. In addition,  the industry has to deal with consumer piracy, where
feature  films  contend  with  piracy at the  distribution  level and in the DVD
market.  The  piracy of our  property  could  have a  significant  effect on the
production and distribution of our movies and could result in reduced  revenues,
increased production and distribution costs or the abandonment of a production.

THE FAILURE TO PROTECT  OUR  INTELLECTUAL  PROPERTY  RIGHTS CAN CAUSE US TO LOSE
ROYALTY FEES AND DECREASE REVENUES

It is  imperative  that we  protect  our  intellectual  property  rights and the
failure  to do so will have a  negative  impact on our  business.  Our  business
depends on intellectual and property law to safeguard our assets. Our success in
defending  our  intellectual  property  assets and also  ensuring that we do not
infringe  on the  intellectual  property  rights of others  can be an  expensive
process, and can also have a significant effect on our business.  Our failure to
protect our intellectual  property assets,  or the infringement on the rights of
others  could have a material  effect on our company in that it could  result in
the abandonment of a film production or the payment of unknown royalty fees.


                                       7


2.       Company Risks
Management risk

OUR OPERATION AND FUTURE GROWTH IS HEAVILY  DEPENDANT  UPON OUR CEO, MR. CAMERON
LAMB, OUR PRESIDENT,  MICHAEL COSTIGAN AND OTHER MANAGEMENT PERSONNEL, AND IF WE
LOSE THE  SERVICES  OF THESE  EMPLOYEES,  WE WILL BE UNABLE TO  DEVELOPMENT  OUR
BUSINESS.

We believe the efforts of our executive officers and other management  personnel
including  Mr. Lamb,  our CEO,  and Mr.  Costigan,  President,  who will also be
responsible  for the creative  development of properties  along with  production
oversight,  are essential to our operations  and growth.  The loss of either Mr.
Lamb or Mr.  Costigan  or others  could  have a material  adverse  effect on our
financial condition,  future success,  and ability to sustain operations.  We do
not carry key man life insurance on any such individuals.

We previously had a six (6) month  consulting  agreement  with Michael  Costigan
that  expired  on  November  30,  2004.  We expect to enter  into an  employment
agreement with Mr. Costigan upon the receipt of sufficient  funds to allow us to
commence  production of our first  feature film that has a production  budget of
$2.5M. Expected terms of Mr. Costigan's employment are a base salary of $600,000
per annum with an initial term of 3 years. If we fail to raise  $5,000,000 under
this  offering,  then we will attempt to negotiate a contract with Mr.  Costigan
which  will  result in a lower  base  salary  with a reduced  term and  possible
non-exclusivity of Mr. Costigan's services.  It is unlikely that we will be able
to retain Mr.  Costigan's  services if we fail to raise at least  $900,000.  Mr.
Costigan  is  our  President  and  he  will  be  responsible  for  the  creative
development of properties along with production oversight.

While having relevant specific industry experience,  none of management team has
actual experience in operating a feature film production company.

Financing risk

WE ARE A START UP COMPANY AND FACE THE  POSSIBILITY  THAT WE WILL NOT BE ABLE TO
RAISE THE FUNDS SUBJECT TO THIS OFFERING.

We  currently  have  insufficient  assets to pursue  our  business  plan and are
totally dependent on the successful outcome of this offering.  In the event that
less than  $900,000  is raised,  management  will  likely  defer or abandon  the
business plan.

The substantial  capital  requirements  and financial risks associated with each
individual  production  are  significant.  The  failure of one  feature  film to
perform may significantly adversely affect our financial performance.  We have a
planned  output  of  four  features  per  annum.  Secondly,  in the  event  that
distribution  is delayed,  the timing of revenue  will also be delayed.  Both of
these situations can cause our business to fail due to lack of cash flow.

The substantial  capital  requirements of funding a production combined with the
time period before revenues could result in our demise due to lack of cash flow.
If our initial  planned  commercial  production is not successful it is unlikely
that we will survive.

Operational risks

WE  HAVE  NO  OPERATING  HISTORY  WHICH  CAN  CAUSE  US  TO BE  UNSUCCESSFUL  IN
IDENTIFYING  SCREENPLAYS  AND NEVER BEING ABLE TO IMPLEMENT  OUR  BUSINESS  PLAN
RESULTING IN OUR DEMISE

We have no operating  history.  Our success will depend largely upon our ability
to identify  screenplays  which have the potential to be successfully  packaged.
Our ability to package  screenplays with directors and talent will be crucial to
our success.  Due to our start up nature,  we do not have an existing library of
product that will provide consistent cash flow. We will depend on the success of
each of our productions to derive a consistent cash flow into the future.

                                       8


Given we do not have an existing  library of films,  we will rely on the success
of our own  productions  to build a film library with reliable  cash flow.  This
will be the case until we have acquired an existing film library.  Our long term
viability will depend on our ability to establish a viable film library that can
generate  positive  cash  flows into the  future.  If we are unable to develop a
viable  film  library,  we will not  generate  the cash flows  needed to make us
viable in the medium to long term future.

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION THAT CAUSES  SUBSTANTIAL  DOUBT
ABOUT OUR FUTURE

The report from our independent  auditor  discloses "... company has experienced
an operating loss since  inception and its working  capital is  insufficient  to
meet planned  business  objectives.  These and other factors  raise  substantial
doubt as to the  Company's  ability  to  continue  as a going  concern."  We are
totally dependent upon the successful outcome of this offering. If we are unable
to raise sufficient capital to fund the production and overhead costs associated
with our first feature film, we will likely defer or abandon our business plan.

Production risk

OUR SCRIPTS HAVE NOT BEEN  EVALUATED  BY  DISINTERESTED  PARTIES FOR  COMMERCIAL
VIABILITY,  AND THERE IS NO  ASSURANCE  THAT THE  SCRIPTS  WILL BE  COMMERCIALLY
VIABLE.

A great  deal of our  independent  film  success  will  come  from the  audience
reaction  on  the  Festival  Markets  and  from  press  and  industry   reviews.
Unfavorable reviews could have a material effect on the success of our films and
the  demise  of our  business.  Unfavorable  reviews  of our  films  will have a
negative effect on us and can lead to our demise.

The failure of a distributor  or third party  financier to source our films will
result  in no  development  investment  for a lengthy  period  and place us in a
negative  light to the market place.  In the event that a  distributor  or third
party  financier  cannot be sourced to  partner or offload  production  costs on
larger  feature films at a desirable  time, we may be in a position that we have
no return on our  development  investment  for a lengthy  period.  This may also
result in (1) the production being of a lower budget, often resulting in a lower
quality  director and/or talent which would typically  result in lower revenues,
or (2) we would be forced to postpone  production  until a third party is found.
In  this  case,  postponing  would  result  in us not  having  a  return  on our
development investment.

Film  production is inherently a high risk business where even well financed and
experienced producers often fail to make a profit on individual productions.

3.       Offering specific risks
SINCE  THIS  OFFERING  IS BEING SELF  UNDERWRITTEN,  NO DUE  DILIGENCE  HAS BEEN
UNDERTAKEN BY A THIRD PARTY SELLING THIS OFFERING

This  offering is being  self-underwritten  by our officers and  directors,  and
potential  investors  should give careful  consideration  to all aspects of this
offering before any investment is made. In the absence of an underwriter, no due
diligence  examination has been performed in conjunction with this offering such
as would have been performed in an underwritten offering.

No independent due diligence has been performed by any third party.

OUR PRESENT OFFICERS AND DIRECTORS CONTROL US AND SOLELY MAKE COMPANY DECISIONS

Our present officers and directors,  own 65.7% of our common shares (and 100% of
1,000,000  Series "A"  preferred  shares,  each  carrying  50 votes)  before the
registration  and the issuance of  additional  shares from this  Offering.  This
controlling  interest  was acquired at a cost  substantially  below the offering
price.  Specifically,  the  aggregate  amount paid for the interest  acquired by
Cameron Lamb, Michael Costigan and Mark Pearson was $4,500 or $.001 per share.

                                       9


Accordingly,  purchasers  of the  shares  offered  will bear most of the risk of
loss,  although,  our control will be maintained by the existing stock owners by
virtue of their percentage of stock ownership.

WE WILL BE A PENNY STOCK WHICH RESULTS IN NUMEROUS SEC RULES AND REGULATIONS

Trading in our  securities is subject to the "penny  stock"  rules.  The SEC has
adopted  regulations  that  generally  define  a penny  stock  to be any  equity
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain  exceptions.  These rules require that any  broker-dealer who recommends
our securities to persons other than prior  customers and accredited  investors,
must, prior to the sale, make a special written  suitability  determination  for
the  purchaser  and receive the  purchaser's  written  agreement  to execute the
transaction.  Unless an  exception is  available,  the  regulations  require the
delivery,  prior to any  transaction  involving a penny  stock,  of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered  representative and current
quotations for the securities  they offer.  The additional  burdens imposed upon
broker-  dealers  by  such  requirements  may  discourage   broker-dealers  from
effecting  transactions  in our  securities,  which could  severely  limit their
market price and  liquidity of our  securities.  Broker-  dealers who sell penny
stocks  to  certain   types  of  investors  are  required  to  comply  with  the
Commission's   regulations  concerning  the  transfer  of  penny  stocks.  These
regulations  require broker- dealers to: make a suitability  determination prior
to selling a penny  stock to the  purchaser,  receive  the  purchaser's  written
consent to the  transaction  and  provide  certain  written  disclosures  to the
purchaser. These requirements may restrict the ability of broker-dealers to sell
our common stock and may affect your ability to resell our common stock

THERE IS NO MINIMUM  OFFERING AND  THEREFORE  YOUR  INVESTMENT  MAY BE USED EVEN
THOUGH SUCH INVESTMENT WILL NOT SATISFY OUR USE OF PROCEEDS FOR ANY PROJECT

The  directors  have not  specified  a minimum  offering  amount and there in no
escrow  account  in  operation.  As  detailed  elsewhere  in this  document  the
company's  current assets are insufficient to pursue the business plan and it is
entirely  dependant on the outcome of this  raising.  Because there is no escrow
account and no minimum offering  amount,  investors could be in a position where
they have  invested  in the  Company,  but the  Company is unable to fulfill its
objectives  or proceed  with its  operations  due to a lack of  interest in this
offering.  If this were to occur,  the  Company  might be forced to  curtail  or
abandon its  operations  with a loss to investors who purchase  stock under this
prospectus.

SALES BY SELLING SECURITIES HOLDERS BELOW THE $5.00 OFFERING PRICE MAY CAUSE OUR
STOCK  PRICE TO FALL AND  DECREASE  DEMAND  IN THE  PRIMARY  OFFERING  WHICH MAY
DECREASE THE VALUE OF YOUR INVESTMENT.

The selling  security  holder  offering will run  concurrently  with our primary
offering.  All of our  stock  owned by the  selling  security  holders  is being
registered in this registration  statement.  The selling shareholders stock that
is offered in this prospectus will be acquired by the selling  shareholders at a
price that is a discount of 40% to the market price, or $0.50,  whichever is the
greater.  The  selling  security  holders  may sell some or all of their  shares
immediately  after they are registered.  In the event that the selling  security
holders sell some or all of their  shares,  which could occur while we are still
selling shares  directly to investors in this  offering,  trading prices for the
shares could fall below the offering price of the shares, particularly given the
fact that the selling  security holders can acquire stock at a discount of up to
40% of market price. In such event we may be unable to sell all of the shares to
investors,  which would negatively impact the offering. As a result, our plan of
operations may suffer from inadequate working capital.

THE SALE OF OPTIONS AND  EXERCISE OF EXISITING  OPTIONS  WILL CAUSE  DILUTION TO
YOUR INVESTMENT

We currently have issued 950,000 options. Each option provides the option holder
the right to purchase one share of our common stock at the greater of: (1) a 40%
discount  from the  average  closing  bid price of our common  stock on a public
exchange  during the 10 trading  days  immediately  prior to the exercise of the
option or (2) $0.50 per share.  The options can be  exercised  at any time until
December 31, 2005.

                                       10


In future months, it is  possible  that we may enter into  arrangements  whereby
options  are issued in lieu of payment for certain  expenses.  Management  would
like to highlight  the risk of  potential  dilution to investors on the eventual
exercise of these options.

OUR SHARES ARE NOT CURRENTLY  PUBLICLY TRADED AND THERE IS A POSSIBILITY THAT WE
WILL NOT OBTAINING A QUOTATION ON THE OTC BULLETIN  BOARD CAUSING YOUR SHARES TO
NEVER HAVE A PUBLIC TRADING MARKET

There is  currently no trading  market for our shares.  We intend to apply for a
quotation on the Over the Counter Bulletin Board (OTCBB)  concurrently  with the
filing of this offering.  It is unlikely that our trading market will develop in
the near term,  or that if  developed,  it will be  sustained.  In the event the
regular  public  trading  market does not develop,  any  investment in our stock
would be highly illiquid.

You may not be able to liquidate  your  investments  since there is no assurance
that a public  market will develop for our common stock or that our common stock
will ever be approved  for trading on a recognized  stock  exchange or quotation
medium.

                                 USE OF PROCEEDS

The net proceeds to us from this Offering,  after deducting  estimated  offering
expenses of $130,000, are estimated to be approximately  $4,870,000 assuming the
Maximum  Offering is sold.  We will not receive  any  proceeds  from the sale of
shares by the selling  security  holders.  We expect to use such net proceeds as
follows:

- ------------------------------------------------- ----------- ----------
Approximate use of application proceeds              Approx.   % of net
                                                    $ amount   proceeds
- ------------------------------------------------- ----------- ----------
Purchase of movie options 2                          950,000      19.5%
Production of Asphalt Beach                        2,500,000      51.3%
Development of current scripts                       500,000      10.3%
Working Capital and general corporate purpose 1      920,000      18.9%
                                                  ----------- ----------
Total                                              4,870,000     100.0%
- ------------------------------------------------- ----------- ----------

- --------------------
(1)  Represents  amounts to be used for working  capital  and general  corporate
purposes,   including  rent  expense,  corporate  overhead  including  salaries,
administration and ongoing professional fees.

(2)  Purchase of movie  options:  We expect that we will use $950,000 of the net
proceeds  to acquire  options  for the rights  to,  and for the  development  of
feature film  properties.  The number of properties  ultimately  considered will
depend on the amount of capital raised under this offering. Properties currently
being considered by us include:

A NORMAL LIFE
An original romantic comedy about a successful young,  married woman in New York
City who has a chance  meeting  which changes her entire life in the space of 24
hours.  In the vein of Sliding  Doors or Run Lola Run, the film will be directed
by Henry Pincus (MTV's The Sausage Factory, XX) from his own screenplay.

(SAINT) PETER
A comedy about faith;  what happens when an 11 year old boy wakes up to discover
the whole world thinks his  derelict  older  brother is a saint?  His family and
world is turned upside down,  and he puts together his own `family' now that his
own has gone  crazy.  Josh  Klausner  (The Fifth  Floor) will  direct,  from his
original screenplay.

THE GOOD LIFE
This is a poignant  drama and love story  about an  outsider in a rural town who
meets a mysterious  stranger at the local movie house, and whose life is changed
forever.  Steve Berra will direct from his own screenplay.  The movie has A list
cast already attached.

Due to the  competitive  nature of the  industry  these  properties  will not be
available  indefinitely.  It is  important  to realize  there is an abundance of
material  available for development  with new material  becoming  available on a
very regular basis. If we are unable to secure these specific  properties due to
cash flow or timing  constraints  we are  confident  we will be able to  acquire
comparable material under similar terms.

                                       11




Development of current scripts:  We have allocated  $500,000 to develop our four
existing scripts. The development required on each of these scripts will include
further  script  editing,  refinement,  casting and  preparation  of  production
budgets for each property.

Production of Asphalt Beach: Asphalt Beach is currently not under option to us .
However,  we do have a first look  arrangement that allows FNE to sign an option
agreement in conjunction with proceeding to production on the successful raising
of funds.  Based on an independently  prepared  production  budget we anticipate
that $2,500,000 will be the maximum level of funds required to acquire,  develop
and complete  production of Asphalt Beach.  This  expenditure will bring Asphalt
Beach to the finished product stage, ready for sales and distribution.  We would
not be expecting to incur any additional costs in relation to this production as
we  intend  entering  into a  distribution  agreement  that  would  require  the
distributor to incur all promotion and distribution costs.

The foregoing represents our best estimate of our allocation of the net proceeds
of the Maximum Offering based upon the current state of our business development
and management estimates of current industry conditions. We anticipate, although
there can be no assurance  that the net proceeds from the Maximum  Offering will
only allow us to sustain our  operations  for a period of  approximately  twelve
(12) months.  Upon completion of the Maximum  Offering,  we believe we will have
sufficient  financing  to operate our  business  for  approximately  twelve (12)
months. The net proceeds may be reallocated among the categories set forth above
or  otherwise  depending  upon the state of our  business  operations  and other
factors, many of which are beyond our control. See "Risk Factors."

In the event that we fail to raise the maximum  proceeds  under this offering we
set out below a schedule that details two alternate scenarios based on less than
the maximum offering being received.  A key element to remain viable will be for
us to  partner  with a  financier  on  the  production  of  Asphalt  Beach.  The
production of Asphalt Beach has the highest priority,  followed by the optioning
and development of additional scripts.

- ---------------------------------------- ----------- ---------- ---------- ----------
Approximate use of application proceeds     Approx.   % of net     Approx.  % of net
                                           $ amount   proceeds   $ amount   proceeds
- ---------------------------------------- ----------- ---------- ---------- ----------
                                                               
Purchase of movie options                   100,000       3.3%     50,000       5.6%
Production of Asphalt Beach               1,500,000      49.6%    500,000      55.6%
Development of current scripts              500,000      16.5%    200,000      22.2%
Working Capital and general corporate       925,000      30.6%    150,000      16.6%
purpose                                  ----------      -----    -------      -----
Total                                     3,025,000     100.0%    900,000     100.0%
- ---------------------------------------- ----------- ---------- ---------- ----------


Offering  proceeds of $3,025,000  will allow FNE to  participate  in the Asphalt
Beach  production  at a diluted  position of 60%,  while still  allowing  FNE to
acquire and develop up to five additional screenplays.

Offering  proceeds of $900,000  will allow for FNE to  participate  in a minimal
equity position within Asphalt Beach,  while having  resources to acquire one to
two  screenplays  with  $100,000  being  allocated to the  development  of each.
Working  capital  requirements  would only allow for one  employee to manage the
investment in Asphalt Beach and develop  properties  until revenues are realized
from the Asphalt Beach investment.

In each  scenario  our  primary  priority  is  Asphalt  Beach,  followed  by the
optioning of  screenplays.  Optioning of screenplays is crucial to have products
in development that will later provide revenue.

We have estimated the budget  required for both the optioning of screenplays and
development of properties on standard market rates.


                                       12




                         DETERMINATION OF OFFERING PRICE

The initial  public  offering  price of the shares of our common  stock has been
determined  arbitrarily by us and does not necessarily  bear any relationship to
our book value, assets, past operating results, financial condition or any other
established  criteria  of value.  Although  our common  stock is not listed on a
public  exchange,  we will be filing to obtain a quotation  on the OTC  Bulletin
Board  concurrently  with the filing of this  prospectus.  However,  there is no
assurance that our common stock, once it becomes publicly quoted or listed, will
trade at market prices in excess of the initial public  offering price as prices
for the common stock in any public market, which may develop, will be determined
by the market and may be  influenced  by many  factors,  including the depth and
liquidity of the market for the common  stock,  investor  perception  of us, and
general economic and market conditions.

The book value of our common shares, pre and post offering is detailed below:

                              June 30,     Sept 30,         Post Offer          Post Offer
                              2004 (1)     2004 (2)     Proceeds $2.5m (3)   Proceeds $5m (4)
                                                                 
    Net assets                367,468       341,145         2,711,145            5,211,145
    Shares on issue          6,265,000     6,345,000        6,845,000            7,345,000
    Net assets per share      $0.059        $0.054            $0.396              $0.709



1.   Reflects  the  Company's  position at June 30,  2004,  after the merge with
     Friday Night  Entertainment  Pty Ltd whereby the Company  issued  4,500,000
     common shares on June 10, 2004 for an effective  consideration of $0.08 per
     share,  and the issue of 230,000  common shares for cash of $0.50 per share
     between June 20, and June 29, 2004.
2.   Reflects the  Company's  position at September 30, 2004, after the issue of
     80,000 common shares at an issue price of $0.50 per share.
3.   Reflects  the  Company's  position,  based on  September 30, 2004,  interim
     financial  statements,  after allowing for a minimum  subscription  of this
     offering of 500,000 common shares at a price of $5.00 per share,  and after
     deducting offering costs of $130,000.
4.   Reflects  the  Company's  position,  based on  September 30, 2004,  interim
     financial  statements,  after allowing for a maximum  subscription  of this
     offering  of  1,000,000  common  shares at a price of $5.00 per share,  and
     after deducting offering costs of $130,000.


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently traded on any recognized stock exchange. There
is no current public  trading market for our shares of common stock.  After this
Registration Statement becomes effective,  we intend to apply for a quotation on
the OTC  Bulletin  Board.  While we  intend  to take  needed  action to obtain a
quotation of our common shares on the NASD OTCBB,  there is no assurance that we
will obtain such quotation even though there are no  quantitative or qualitative
requirements.  As of December 21, 2004, based on our transfer agent records,  we
had shareholders holding 6,395,000 shares of our common stock.




                                       13




                      EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information as of December 21, 2004, with
with  respect  to  compensation  plans  under  which our equity  securities  are
authorized for issuance:

                            (a)                    (b)                    (c)

                            --------------------   --------------------   -------------------
                                                                          Number of securities
                                                                          remaining available
                            Number of securities                          for future issuance
                            to be issued upon      Weighted-average       under equity
                            exercise of            exercise price of      compensation plans
                            outstanding options,   outstanding options,   (excluding securities
                            warrants and rights    warrants and rights    reflected in column (a))
                            --------------------   --------------------   -------------------
                                                                 
Equity compensation
plans approved by
security holders            None

Equity compensation
plans not approved
by security holders         None

     Total                  None



                                    DIVIDENDS

We have never paid a cash dividend on our common stock. It is our present policy
to retain  earnings,  if any,  to  finance  the  development  and  growth of our
business.  Accordingly,  we do not  anticipate  that cash dividends will be paid
until our earnings and financial condition justify such dividends.  There can be
no assurance that we can achieve such earnings.


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction
Friday Night  Entertainment  Corporation  (formerly  Lunettes,  Et Al, Inc.) was
incorporated  in July 2001 and remained  dormant until the  acquisition  in June
2004 of Friday Night Entertainment Pty Ltd., an Australian  corporation involved
in the development and production of movies.

Operations
In May 2004,  Friday Night  Entertainment  Pty Ltd.(the  Australian  subsidiary)
acquired  the  rights  (100%   ownership)   to  four  movie  scripts  from  Clam
Entertainment Pty Ltd, a corporation  controlled by our director,  Cameron Lamb,
in exchange  for 100% of the share  capital of Friday  Night  Entertainment  Pty
Ltd.(Australian Corporation). Clam Entertainment Pty Ltd acquired all rights and
title  to the four  movie  scripts  from  Banksia  Entertainment  Pty  Ltd.,  an
Australian  corporation controlled by Cameron Lamb's family by way of gift. Clam
Entertainment  then  contributed the scripts to Friday Night  Entertainment  Pty
Ltd. for stock.  Friday Night  Entertainment  Pty Ltd.  exchanged  its stock for
shares  in Friday  Night  Entertainment  Corporation.  For the  purpose  of this
transaction the film scripts were valued at $347,600, being the original cost of
the  scripts to Banksia.  The scripts  were  written  and  developed  by Banksia
between January 1997 and December 1999.


The  costs  of  development  of  the  four  film  scripts  specifically  include
historical labor costs, related payroll taxes, and statutory benefits of a staff
of five individuals including an executive producer,  creative/program director,
producer/researcher,   and  two  staff  writers.   Each  film  script   required
approximately  the same amount of time for creation by the staff. The activities
undertaken  by the  staff  for the  creation  of each of the four  film  scripts
included  initial  creation of storyline,  storyline and character  discussions,
story events and  character  analysis  discussions,  re-writes of storyline  and
character debate,  editing of storyline with detailed  notation,  research,  and
final summarization.

                                       14



Additional  disclosure  on the  valuation  of the  scripts  is  included  in the
detailed notes to the financial statements.  A brief summary of the four scripts
is as follows:

Shocked: A Black Comedy
Two  computer  geeks  from  polar  opposite  backgrounds  (she's  mega  rich and
chronically  ill;  he's mega  broke and  ignored)  fall in love.  She  discovers
jealousy,  he discovers  confidence and then she dies, leaving all her wealth to
him...  and a little extra!  Her "life force" is trapped in the computer and has
no trouble  tracking him through the city's power lines and reeking  havoc where
ever he goes. A love story,  with a  techno-twist,  that  explores the power and
perversities of human interaction.

Deadly Connections: Suspense Thriller
What happens when a woman whose career in the force has revolved  around solving
other people's  crisis,  is suddenly faced with a nightmare she could never have
imagined.  She is the lead  Negotiator,  has  talked  down  hundreds  of captive
situations and contributed to their lengthy imprisonment...  but is proud of the
fact she has  never  had to draw her gun!  All  this  changes  when her  teenage
daughter  is  kidnapped  and she gets a taste of what being the victim is really
like. Her whole reality is distorted...  she can't negotiate...  she's too close
to the situation... but for the first time she knows she could kill.

Backpackers: Mystery Thriller
A Los Angeles  lawyer's  daughter  has  disappeared.  The  unbelievably  endless
expanse of nothing,  known as the  Australian  Outback,  is the suspected  crime
scene.  A  relentless  psycho who  targets  Backpackers  is the bad guy. A local
detective teams up with a private  investigator  from the US and the hunt is on.
Will they find her in time?

Last Chance Cafe: Suspense Thriller
The Last  Chance  Cafe is the last  chance  for  everything  before  you hit the
endless and barren  miles of the  desert.  There's a tight  community  that live
around the cafe and they are  naturally  suspicious  of Nadine,  the new girl in
town... and they should be. Nadine sees this as her "Last Chance" and hopes that
death doesn't follow her to this desolate spot.

In June 2004, Friday Night Entertainment  Corporation  acquired all of the share
capital of Friday Night  Entertainment Pty Ltd. in exchange for 4,500,000 common
shares and 1,000,000  preferred Series "A" shares of the Company.  This resulted
in the shareholders of Friday Night  Entertainment Pty Ltd. Acquiring 75% of the
issued and outstanding common share capital and 100% of the preferred series "A"
capital of the Company.

Auditors' Substantial Doubt

The  company's  auditors  have issued a going  concern  opinion based upon their
auditing procedures.  The company's auditors have indicated that the company has
sustained an operating loss since inception. In addition, the auditors note that
the  working  capital  of the  company  is not  sufficient  to meet its  planned
business  objectives and that the company's  continuation  as a going concern is
uncertain  and  dependant  on  successfully  bringing  its  scripts  to  market,
achieving  future  profitable  operations  and obtaining  additional  sources of
financing to sustain its operations, the outcome of which cannot be predicted at
this time. The auditors indicate that in the event the company cannot obtain the
necessary  funds,  it will be necessary to delay,  curtail or cancel the further
development  of its products and services.  They note that although the business
plan  indicates  profitable  operation  in the coming  year,  these  profits are
contingent  upon  completing  the  production of movie scripts and  developing a
writer's  fund in order to  provide  the  company  with a  cashflow  to  sustain
operations.  Management of the Company  concludes  that in the event the Company
cannot obtain the  necessary  funds,  it will be necessary to delay,  curtail or
cancel the further development of the company's operations.

                                       15


Financial Results
In May 2004,  Friday Night  Entertainment  Pty Ltd.  acquired the rights to four
movie  scripts  from  Cameron  Lamb in a  transaction  valued at  $347,600.  The
Company's  objective is to further  develop and produce  these  scripts over the
next twelve months.  Since  incorporation in May 2004 through June 30, 2004, the
Company had no income.  During this period, the company incurred expenditures of
$104,064.  The  expenditures  were incurred in start-up  costs  associated  with
commencing operations.  In this regard, the Company incurred $9,887 in legal and
accounting  expenses,  $20,000 under the consulting agreement with Mr. Costigan,
$21,899 in salaries  and wages,  $24,905 in  relocation  costs  associated  with
moving the operations to the U.S., and $27, 373 in general administration costs.

Between  July 1, 2004,  to September  30,  2004,  the company has had no income.
During this period the company  incurred  expenses of $66,323.  The expenditures
were incurred in start-up costs associated with commencing  operations.  In this
regard,  the Company  incurred  $59,868 under the consulting  agreement with Mr.
Costigan and $6,455 in general  administration costs. Costs associated with this
offering of $23,800  have been  incurred  and  treated as  deferred  costs to be
offset against the offering proceeds when received.

As detailed under "Use of Proceeds" we have included a schedule which provides a
scale of potential  operations  under varying levels of offering  proceeds being
received.  Our  operations  are  scalable  to the extent we  finance  the entire
production  internally,  introduce  third party  financiers  to  participate  at
varying  levels or simply  undertake  development  of the property for sale to a
studio.  Our overhead cost and personnel  structure is very lean with the result
that revenues will not fund unproductive salaries.

Based on our anticipated  production schedule of four feature films per year, we
envision the need to raise  additional  capital during the calendar year 2005 to
fund later productions. The amount and timing of the second offering will depend
on the success of this initial offering,  and the scale of activity subsequently
undertaken.  Our  current  plans  assume that FNE will  finance all  independent
movies internally.

Our revenue model and forward  projections  further detail that the Company will
be able to derive  sufficient  revenues  and generate  sufficient  cash flows to
continue as a going concern.  We note that our forward  projections are based on
certain  assumptions  and beliefs  currently  held by management.  If,  however,
conditions  change  or  should  any  one or  more  of the  identified  risks  or
uncertainties  materialize or should any underlying assumptions prove incorrect,
actual  results may vary  materially  from those  described  as  anticipated  or
planned.

FNE has made significant  inroads in providing the  infrastructure  necessary to
commence  production of its movies.  It is also well placed to begin  soliciting
promising new scripts.  As a result of Mr. Costigan's  background of supervising
over 20 feature films while at Columbia Pictures, FNE is well positioned to draw
on the required  infrastructure such as producers,  crews and studio facilities.
Our  relationship  is such that we can access  the  required  infrastructure  at
privileged, or at worst, competitive market rates.

Currently  we have  concluded a  production  budget for  Asphalt  Beach and have
specific  actors  attached to the feature film. We are  positioning the property
ready for  production.  As detailed  previously  we have access to the following
scripts in addition to the four we already  own: A Normal Life,  (Saint)  Peter,
and The Good Life.

                      NOTE PLANS FOR THE NEXT TWELVE MONTHS

1.     Immediate Priorities:

Financing:
We acquired our principal assets, being intangible movie scripts in exchange for
share capital of the corporation.  Additional working capital  requirements were
funded  through  the sale of  common  shares  pursuant  to  exemptions  from the
registration requirements under the Securities Act of 1933, as amended.

We will  initially  require  $5,500,000  in order to meet our  movie  production
targets.  This  funding is  expected  to be achieved  through a  combination  of
private  placements  and the sale of common  stock  through  a public  offering.
$500,000 has already been raised through  private  placement,  $5,000,000 is now
being offered.

Office Setup:
FNE will sign lease agreement at the Jim Henson Company:

1416 North La Brea Avenue
Hollywood, CA 90028
United States of America

                                       16


FNE will rollout office structure, inclusive all operational, administrative and
financial systems. We anticipate office costs will be in the range of $15,000 to
$40,000 depending on the scale of operation ultimately undertaken.

Production:
Asphalt Beach is scheduled to begin  production  as soon as practical  following
funds becoming available. Asphalt Beach has currently reached the final stage of
development,  has cast attached and budgets  finalized  for specific  locations.
Asphalt Beach has a production budget of $2,500,000. Production on Asphalt Beach
cannot commence until additional funding becomes available.

Secure relationships with Writers:
FNE shall  create a Writers Fund over the first 18 months of  operation.  During
this period we aim to contract  five writers who will each generate two original
screenplays  each year.  Each script will be under option to FNE for a period of
18 months,  with low renewal costs.  FNE will maintain the rights to each script
as Executive  Producers in  perpetuity.  We have allocated a budget in year 1 of
$125,000 to the writer's fund.

Distribution/Marketing:
FNE will look to the traditional film markets and festivals as the main platform
to present our product to distributors.  FNE will need to retain a foreign sales
representative   to  sell  our  products  at  the  major   markets  to  maximize
distribution  throughout  international  territories.  FNE  will  also  work  in
collaboration  with an industry  publicist  to further  build the profile of our
films during the sales period.  Sales representation costs will form part of the
production budget for each film.

2.     Lower Priorities:

Titles and branded entertainment:
FNE will actively seek to acquire established  international titles (television,
family properties,  comic book,  literary,  sequel  opportunities and music) and
properties to develop for motion  pictures,  which will also have  merchandising
appeal.  Seeking to acquire titles and branded  entertainment will be an ongoing
exercise that will be conducted in conjunction with the output from our writer's
fund. We have commenced confidential discussions in relation to the optioning of
titles,  further  negotiations  have been deferred until further funding becomes
available.

Libraries:
FNE's  objective  is to  create a new and  original  media  library  organically
through  production of feature  films and secondly  through the  acquisition  of
existing  libraries.  To date FNE has not had any  discussions  with any parties
regarding the acquisition of libraries.

                             BUSINESS - OUR COMPANY
Background
We were  incorporated  in Nevada on July 31, 2001, under the name Lunettes,  Et.
Al., Inc. We have remained  inactive since  incorporation.  On June 10, 2004, we
acquired all of the issued and outstanding shares of Friday Night  Entertainment
Pty.  Ltd.,  an  Australian  company  involved in  producing  feature  films and
television programming in Australia.  It became our wholly owned subsidiary.  In
exchange, we issued an aggregate of 4,500,000 of our common shares and 1,000,000
of  our  Series  "A"  Preferred  Shares  to the  shareholders  of  Friday  Night
Entertainment Pty. Ltd.

On June 11, 2004,  we changed our name from  Lunettes,  Et. Al.,  Inc. to Friday
Night  Entertainment  Corporation and increased our authorized  share capital to
50,000,000 common shares and 5,000,000 preferred shares, both par value $.001.

Industry Overview
The Motion  Picture  industry is a $9.5 billion  industry,  primarily made up of
large Studios who act as distributors and many smaller  Production  Houses,  who
facilitate  the  development  and  production of content.  Together the industry
released 473 feature films in 2003.

Historically  the major  Hollywood  studios have  comprised of Warner  Brothers,
Universal Pictures,  20th Century Fox, MGM, Paramount Pictures,  Walt Disney and
Sony Pictures Entertainment.

Over recent years the industry has seen a shift towards  greater  acceptance and
expanding  interest in small,  independent art house films, which have generated
incredible  competition  between  specialized   distributors  in  several  major
territories.  This shift has  occurred  at the same time that all but one of the
major  Hollywood  studios  were  acquired  by  global,   vertically   integrated
corporations.  These  organizations are constantly looking for product and films
for their distribution  pipelines.  They are looking to source this content in a
way that  involves  the studios  incurring  less debt and a reduced  exposure to
development  risk.  This trend has opened the way for  professional  independent
production companies such as FNE.

                                       17


The four primary distribution markets of feature-length  dramatically films, for
both  domestic  and  international  territories  are:  Theatrical,  Home  Video,
Pay/Cable Television and Free-to-air Television

Theatrical  exhibition is the traditional  market for motion  pictures,  however
only  comprises  of  17.8%  of the  total  gross  revenues  of a  feature  films
seven-year life cycle.

The home video market,  inclusive of the DVD market,  comprises a total 46.7% of
revenue.  This market is expected to grow due to the uptake of DVD's  continuing
to grow with consumers.  Typically distribution to this market is within four to
six months after the initial theatrical release.

Both Pay and Cable television rights are generally licensed for broadcast six to
nine months after initial domestic theatrical  release.  This is followed by the
subsequent  release of to free-to-air  television  networks 12 - 15 months after
initial theatrical release.

Management team
FNE is lead by a  committed  team,  who  currently  hold 65.7% of the equity and
three board positions. Cameron Lamb, Michael Costigan and Mark Pearson represent
significant complementary skills and business experience. The Management team is
highly motivated, experienced and well qualified. FNE's founders have a combined
total of 35 years of direct experience in media, production, general management,
finance and operations.

Business objective
FNE's  objective  is to create a new and  original  media  library with "A list"
talent in a more cost effective  structure than under the traditional  Hollywood
studio  paradigm.  It is  this  media  library  that  will  provide  FNE  with a
consistent  revenue stream in perpetuity.  FNE will be able to capitalize on the
availability of quality material and talent at the initial stage,  incurring low
start up costs in exchange for significantly higher returns on productions which
it will sell back to studios,  third party  financiers,  and  distributors.  Our
library  will  be  created  from  two  platforms:  (1)  a  literary  library  of
screenplays that have been internally  generated from our "Writers Fund" and (2)
actual  feature films that we have  produced.  FNE plans to  further  expand our
library through the acquisition of existing libraries that have a strategic fit.

Business overview
We will identify and acquire  projects for  development and production of motion
pictures. We will exploit original materials,  screenplays, novels, manuscripts,
ideas,   remakes,  and  branded  properties.   By  exploiting  contacts  in  the
entertainment  industry,  we will package  projects and screenplays with quality
directors and star talent.  We will be drawing on the industry  relationships of
our principals on a day-to-day  basis. Mr. Costigan has developed  relationships
through his production experience on both the studio and independent  production
sides of the motion picture industry. Cameron Lamb has relationships through his
experience in the media sector and  television  production  arena.  Mark Pearson
will assist us in structuring  any financing  required by us and in managing the
day-to-day financial aspects of our various production projects.

Production Criteria
FNE will operate within the following key areas of production.

o    Writer's Fund (Original  Material):  FNE shall create a Writers Fund.  Five
     writers each year will be contracted  to generate two original  screenplays
     during their term.  Each script will be under option to FNE for a period of
     18 months,  with the option to renew.  FNE will maintain the rights to each
     script as Executive Producers in perpetuity.

o    Development  Fund : A development  fund will be  established  to option and
     develop  properties  primarily  into  screenplays.  FNE  will  also  option
     screenplays or other source  material for packaging  with directors  and/or
     star casting.  This fund will allow FNE to maximize the value of a property
     and  take  it to  the  stage  where  the  most  advantageous  deal  can  be
     negotiated.

o    Independent Movies: FNE will attempt to wholly finance movies with a budget
     up to $2m.  These movies will  exploit  emerging  talent for projects  with
     niche market appeal.  FNE's production of independent  movies will allow it
     to retain all ancillary rights (e.g. DVD, music soundtracks,  foreign sales
     and merchandising)

o    Low Budget Features:  FNE will produce movies with budgets up to $6m. These
     movies will be packaged  with star  directors  and talent.  Financing  will
     either be:

     a)   Solely FNE
     b)   In partnership with third party  financiers/investors  and foreign pre
          sales.
     c)   A combination of the above.

                                       18


o    Studio  Pictures:  FNE will have two  formulas  for  studio  pictures  with
     budgets greater than $6m:

     a)   FNE will finance development through the script stage and then lay off
          all  further  costs to the studio or third  party  financier  (we will
          designate a fund for such development). The third party financier will
          assume  all  production  costs  as  well  as  all  further  print  and
          advertising costs, including marketing and promotion.

     b)   For larger budget  studio  pictures,  or where rights  and/or  scripts
          exceed $500,000, FNE will sell properties to studios without incurring
          development  costs.  In such  cases,  we  will  function  solely  as a
          producer, participating in production and ancillary fees, however with
          different back end definitions.

o    Titles  and  Branded  Entertainment:  FNE  will  actively  seek to  acquire
     established  international titles (television  remakes,  family properties,
     comic book,  literary,  sequel  opportunities  and music) and properties to
     develop for motion  picture  release.  Titles will  further be selected for
     their  merchandising  appeal  consistent  with FNE's  strategy  of securing
     annuity type income streams.  We will not be in a position to commence this
     activity until funds from the offering become available.

Production cycle
Typically the production cycle can be broken down into four major phases:

1.   Development - Optioning  material,  rewrites,  attaching directors and lead
     cast. There is no typical time frame associated with this step.
2.   Preproduction - This phase includes budgets, casting, storyboards, wardrobe
     and permits. A four to six week time frame typically applies.
3.   Production  - This phase is the actual  filming  of the  feature.  A six to
     eight week time frame typically applies.
4.   Postproduction  - Editing and attaching  musical  scores.  This final phase
     generally takes four to six weeks.

Costs are incurred at all stages of the production process. Under GAAP all costs
directly  associated  with the production are treated as deferred  costs.  These
deferred  production  costs are  expensed  against  revenue  streams at the time
revenues are earned.

Our  intention  is to fund the  production  of  feature  films  internally.  If,
however,  we receive less than the maximum under the offering,  we would need to
consider  third party  financing.  Under this scenario we would need to complete
development  of the  property  before  we could  approach  such  financiers.  We
anticipate  costs  of  approximately  $100,000  per  property  would  need to be
incurred to reach this stage.

Sales and Distribution
FNE will look to the traditional film markets and festivals as the main platform
to present  our  product  to  distributors.  We will be working to a  production
schedule focused on participation in the most appropriate venue for selling each
individual  feature film.  Further,  by  consistently  scheduling our production
output around specific  market dates,  we will be able to increase  control over
our cash  flow.  FNE will  retain a  foreign  sales  representative  to sell our
products at the major markets and maximize distribution throughout international
territories.  FNE will also work in collaboration  with an industry publicist to
further  build  the  profile  of  our  films  during  the  sales  period.  Sales
representation  costs  will form part of the  production  budget  for each film.
Festivals will be the  marketplace  for both foreign and domestic  sales.  These
festivals and markets include:  Sundance Film Festival, The Berlin International
Film Festival,  Festival'de Cannes General Delegate,  Toronto International Film
Festival Group (TIFFG) and the American Film Market (AFM).

Revenue cycle
We aim to market  our films at the major  film  festivals  as noted  above.  The
majority of  revenues  will be  realized  at the time a  distributor  is signed.
Depending on our  participation in the film we will be able to negotiate a share
of ancillary  rights that allow for ongoing  participation in all future revenue
generated by the film.  Future  revenues  will include  DVD/Video,  cable and TV
programming.  The level of  financial  participation  will affect our ability to
negotiate.  The greater the participation, the greater will be our participation
in these revenue streams.

                                       19


Based on our anticipated  production  cycle and the scheduled timing of the film
festivals, the  time  period  between  commencing  production  of the  film  and
realizing  revenues  could  be as long as  seven  months.  The  company  will be
required to fund cash flow for this period.

Overhead structure
Our  overheads  structure  can be  broken  down  into  three  major  categories:
Corporate expenses, Writers and Development costs, and Employee costs.

Corporate expenses
This category includes  allowances for compliance costs (including  accountancy,
legal,  audit and stock exchange  fees) and typical day to day running  expenses
(including travel, utilities, insurances and office rental). Overhead costs will
be expensed as incurred.

Costs associated with our writer's fund
During our first 18 months we will be contracting 5 writers  annually to produce
2  original  screenplays  per year.  For the  purpose of our  revenue  model all
expenses  associated with the writers fund have been expensed as incurred.  None
of these  expenses have been  capitalized  or deferred as allowed under GAAP for
material that will be developed  further.  This conservative  treatment of these
costs has been adopted to reflect the uncertainty regarding the marketability of
the material developed.

The level of  overheads  ultimately  incurred by the company is dependant on the
scale  of  operations  subsequently  undertaken.  As  stated  elsewhere  in this
document the level of offering proceeds will determine the scale of operations.

Employees
As of December 21,  2004,  we have 3 employees,  Cameron Lamb  (Director),  Mark
Pearson (Director) and Nicholas Banks (Production Assistant).  We have never had
a work stoppage,  and no employees are represented  under collective  bargaining
agreements.  We consider our relations  with our employees to be good. We expect
to retain personnel in the following  roles,  once  pre-production  of our first
project  has  begun:  Michael  Costigan - Director  and  President  and a Senior
Production  Assistant.  We will retain such other  personnel  as may be required
from  time to time for each  production  project  and to match  the  operational
requirements of the business.


                             DESCRIPTION OF PROPERTY

We do not  currently  own or lease any  property.  We currently use office space
located at The Jim Henson  Company,  1416 La Brea,  Los Angeles CA 90028.  These
facilities  are  currently  leased by our  Officer  and  Director,  Mr.  Michael
Costigan's  company  Corduroy  Films.  We do not pay Corduroy Films any rent for
these  facilities.  We intend to transfer the rights and  obligations  under the
lease  on  these  offices  from  the name of  Corduroy  Films  to  Friday  Night
Entertainment  Corporation  as  soon  as  practical  following  the  raising  of
sufficient  funds.  Due to the nature of the  current  arrangement  with the Jim
Henson Company, we do not  anticipate any costs will be incurred in the transfer
process.

Annual rental on office space will be $45,000;  a security  deposit of $7,500 by
way of cash or guarantee will be required. The current lease is under a month to
month arrangement.  During our initial twelve months of operation, FNE will only
enter into short term lease periods not exceeding six months.


                                LEGAL PROCEEDINGS

Neither our parent company,  our subsidiary,  nor any of their properties,  is a
party to any  pending  legal  proceeding.  We are not aware of any  contemplated
proceeding  by a  governmental  authority.  Also,  we do not  believe  that  any
director,  officer,  affiliate, any owner of record or beneficially of more than
five percent of the outstanding  common stock, or security holder, is a party to
any  proceeding  in which he or she is a party  adverse to us, or has a material
interest adverse to us.



                                       20


                   MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS

The following  table sets forth  information  about our  executive  officers and
directors

Name                  Age     Position
- ----                  ---     --------

Cameron Lamb          26      Chief Executive Officer and Chairman of the Board
                              of Directors
Michael Costigan      36      President and Director
Mark Pearson          37      Chief Accounting  Officer, Director and Secretary

Cameron has a vast array of experience in the media industry from  operations to
management.  Cameron began work with the Nine Network of Australia (specifically
Channel  Nine  South  Australia)  on a part time basis from the age of 15, for a
period of 3 years working 18 hours per week between 1993 to 1995,  followed by a
full time position  during 1996.  During this time he made the  transition  from
sound  technician  to  field  camera  operator  within  the news  room,  gaining
significant  experience  in all aspects of the  industry  including  production.
Cameron  went  on  to   successfully   meet  the   requirements  of  a  Business
Communication degree majoring in Marketing and Advertising, during which time he
further honed his skills  serving as head studio  camera  operator for one year.
This was followed by the role of floor  manager of the studio for the live daily
5:30pm news  service for Channel  Nine  Queensland's  Gold Coast on a part time,
five day a week basis.

During  1999,  Cameron  held  a  management  position  at  Audience  Development
Australia Pty Ltd., a television  research  company,  that  functioned  within a
monopolistic  environment.  Audience  Development  Australia  conducts  specific
quantitative and qualitative research for high-end television programming. While
there,  Cameron facilitated the reporting of research to clients.  Specifically,
he  evaluated  concepts  at the  development  stage  through the  assistance  of
audience research. This time, aiding in the development of his intuitive insight
into the audience, in conjunction with program tastes and commerciality.

Cameron's next position was for four years with Banksia  Entertainment  Pty Ltd,
an entertainment company.  During his employment from 2000 through 2002, Cameron
was the lead in a start-up Above-the-Line  advertising agency by the name of Oil
Pty Ltd, whose largest clients were in the media arena (specifically  Publishing
& Broadcasting  Ltd). Oil had 12 employees  during Cameron's time at the company
with  revenues of $1.4M.  He also played a key role in Banksia  Productions  Pty
Ltd.  Banksia  Productions  is a leading  producer of  children's  Television in
Australia who distribute their product to the international market.  Through the
course of 2002 and 2003 , he played an integral role in setting up an Australian
alliance between an international group, Media Review International Pty Ltd. MRI
watermarks  and reports  everything  that airs on  broadcast  television  within
Australia.  MRI is internationally  partnered with Teletrax Limited based in the
United Kingdom,  whose parent company is Media Link Inc which is a NASDAQ listed
company. MRI is also partnered with the Dutch based Philips Electronics who have
supplied the  technology.  The businesses  clients  include media buyers,  music
publishers,  government statutory bodies, feature film producers, and television
producers.  During this period Cameron was also involved in business development
for Banksia Entertainment, specifically focusing on activities in television and
radio broadcasting, along with services to the media and entertainment industry.

Cameron has  demonstrated  experience in the  management of Media and Production
businesses. Such experience will prove to be essential given the start-up nature
of FNE.  His  experience  will also be  valuable to the  ongoing  management  of
development and production  efforts and day-to-day  negotiations  with the major
motion picture distributors.

Michael  Costigan  is our  President  and  Director.  He is a graduate  of Brown
University,  and was cited by  Hollywood  Reporter's  "Next  Generation"  issue.
Michael is presently in post production on the feature film Brokeback  Mountain,
which stars Heath Ledger (A Knight's Tale,  Monsters Ball), Jake Gyllenhaal (Day
After  Tomorrow),  and is being  directed by Ang Lee  (Crouching  Tiger,  Hidden
Dragon, Sense and Sensibility, The Ice Storm). It is a love story based on Annie
Proulx's (The Shipping News) short story.  The screenplay is by Larry McMurtry &
Diana Ossana,  who wrote classic,  best-selling  novels and films including Hud,
Last Picture Show, Lonesome Dove, and Terms of Endearment.  Mr. Costigan renders
contractual  non-exclusive  duties  during  the  post  production  of  Brokeback
Mountain to Focus Features, primarily entailing viewing the screening of various
cuts of the film.  The film will be completed by February  2005,  relieving  Mr.
Costigan  from any  further  contractual  agreements  to the film and the studio
Focus Features.  The film will be released by Focus  Features,  with an expected
Fall 2005 release.

                                       21




Previously,  Michael spent nine years at Columbia Pictures,  four years of which
he was  Executive  Vice  President of  Production,  and for three years was Vice
President,  Production.  During that time he acquired, developed, and supervised
all aspects of production for films including "Charlie's Angels", "Snatch", "The
People Versus Larry Flynt", "Cruel Intentions", "To Die For", "Gattaca", "Bottle
Rocket", "The Tailor of Panama", "The Craft", and "Stuart Little".

Michael also acquired the screenplay for "Fifty First Dates", which was released
in 2004 and  starred  Adam  Sandler and Drew  Barrymore.  He also  acquired  and
developed "About Schmidt", which Alexander Payne wrote and directed, and starred
Jack Nicholson, which was released in 2002.

Mark Pearson is our Chief Accounting Officer,  Director and Secretary. Mark is a
seasoned finance  professional  with over 17 years of financial,  management and
operational experience.

Between  1989 to 1996 Mark worked with Ernst & Young in Sydney  Australia.  Mark
achieved the level of Senior Manager; his portfolio of clients provided him with
considerable exposure to audit, taxation, due diligence,  and strategic business
planning issues.

Mark  subsequently  accepted a position  as the  General  Manager of Finance for
Wideline Pty Limited, a medium sized manufacturing operation located near Sydney
- -  Australia.  Between  1996  and  2000,  Mark  gained  considerable  commercial
experience at an executive level. Mark's key responsibilities included cash flow
management,  systems development and implementation and all statutory compliance
matters. Additionally,  during this period Mark undertook extensive postgraduate
studies in the areas of management, finance, and law.

Between  2001 to 2004 (until  October 22,  2004),  Mark was employed by Cordukes
Limited,  an ASX listed public company.  Mark served as Chief Financial  Officer
and Company Secretary and was responsible for all financial, administrative, and
compliance matters. His key  responsibilities  included liaison with the ASX and
investors,    cash    flow    management,    treasury    operations,    business
planning/forecasting, and the financial evaluation of business alternatives.

Mark's combination of commercial,  operational, and academic qualifications will
enable him to provide Friday Night Entertainment with astute financial advice.

                             EXECUTIVE COMPENSATION

The  following  tables set forth  information  concerning  annual and  long-term
compensation,  on an annualized  basis for the 2004 and 2005 calendar years, for
our Chief Executive  Officer and for each of our other  executive  officers (the
"Named  Executive  Officers")  whose  compensation  on an  annualized  basis  is
anticipated to exceed $100,000 during calendar year 2005.

                                         SUMMARY COMPENSATION TABLE - 2004

- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Name and              Fiscal    Annual   Stock    Underlaying       Restricted   Securities   Compensation
position                Year    Salary   Bonus   Compensation   Options/awards    All other
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
                                                                        
Cameron Lamb            2004    45,000       0              0                0            0              0
CEO/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Michael Costigan        2004   120,000       0              0                0            0              0
President/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Mark Pearson            2004    10,000       0              0                0            0              0
CFO/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------

The  salaries  for fiscal 2004 will have been paid or accrued as at December 31,
2004.  The  amount for Mr.  Costigan  was paid  under the  consulting  agreement
details of which are disclosed elsewhere in this document.

                                       22


                                         SUMMARY COMPENSATION TABLE - 2005

- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Name and              Fiscal    Annual   Stock    Underlaying       Restricted   Securities   Compensation
position                Year    Salary   Bonus   Compensation   Options/awards    All other
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Cameron Lamb            2005   350,000       0              0                0            0              0
CEO/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Michael Costigan        2005   600,000       0              0                0            0              0
President/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------
Mark Pearson            2005   250,000       0              0                0            0              0
CFO/Director
- --------------------- ------- --------- ------- -------------- ---------------- ------------ --------------


The  executive  compensation  shown for fiscal  2005  assumes  that the  maximum
proceeds  under the offering  are  received and that the second  raising is also
successful  in  facilitating  a full  production  schedule.  Should the level of
capital  raised be less  than the  maximum, the  resulting  levels of  executive
compensation  will be reduced  accordingly so as not to adversely  impact on the
ongoing viability of the company.


Compensation of Directors
Our directors will not receive compensation for services provided as a member of
our Board of Directors or any committee thereof, but directors may be reimbursed
for certain  expenses  in  connection  with  attendance  at Board and  committee
meetings.

Executive Compensation
We presently have not negotiated any employment  agreements  with our management
personnel to retain  their  services,  but we will enter into service  contracts
with our three officers as soon as funding is secured.


                                  STOCK OPTIONS

To date, we have not granted any stock  options to directors  and officers.  The
following table sets forth  information with respect to stock options granted to
the Named Executive Officers during fiscal years 2003 and 2004:


                      OPTION GRANTS IN FISCAL 2003 AND 2004
                             (INDIVIDUAL GRANTS)(1)


         NUMBER OF                % OF TOTAL OPTIONS
         SECURITIES UNDERLYING    GRANTED TO EMPLOYEES IN   EXERCISE  EXPIRATION
NAME     OPTIONS GRANTED          FISCAL                    PRICE     ATE
                                  2003 AND 2004
                                  -------------
None




                                       23




                             PRINCIPAL STOCKHOLDERS

To the knowledge of our directors and executive officers,  the following are the
only persons beneficially owning, directly or indirectly,  or exercising control
or direction  over more than 5% of voting  rights  attached to the shares of our
common stock both prior to the Offering and after giving  effect to the Offering
and the exercise of the options being registered in this Registration Statement:


                       -----------  Prior to the Offering  -----------   ------------------  After the Offering  ------------------
- --------------------- --------- ------------- ----------- ------------- --------------- --------------- ------------ ---------------
Holders               Common    % of Common    Number of  % of           Common Shares   % of Common     Number of    % of Preferred
                      Shares    Shares (Non    Preferred  Preferred                      Shares (Non     Preferred    Shares (Non
                                Diluted/Fully  Shares(3)  Shares (Non                    Diluted/Fully   Shares (3)   Diluted/Fully
                                Diluted)                  Diluted/Fully                  Diluted)                     Diluted)
                                                          Diluted)                        (1)                          (1)
- --------------------- --------- ------------- ----------- ------------- --------------- --------------- ------------ ---------------
                                                                                             
Cameron Lamb (2)      1,785,000     27.9%       425,000      42.5%         1,785,000        21.4%          425,000        42.5%
- --------------------- --------- ------------- ----------- ------------- --------------- --------------- ------------ ---------------
Michael Costigan (2)  1,785,000     27.9%       425,000      42.5%         1,785,000        21.4%          425,000        42.5%
- --------------------- --------- ------------- ----------- ------------- --------------- --------------- ------------ ---------------
Mark Pearson (2)        630,000     9.85%       150,000      15.0%           630,000        7.5%           150,000        15.0%
- --------------------- --------- ------------- ----------- ------------- --------------- --------------- ------------ ---------------



     1.   Assuming the Maximum  Offering is fully  subscribed for and all of the
          outstanding Options are exercised.
     2.   Includes  common  shares held  indirectly by the directors as follows:
          Cameron Lamb's shares are held by Charlotte and Jackson, Inc.; Michael
          Costigan's  shares are held by Corduroy Films Inc.; and Mark Pearson's
          shares are held by MJP Holdings, Inc. .
     3.   Each preferred  share carries 50 votes per share in annual and special
          meetings.

On a non-diluted/fully diluted basis. "Fully diluted" means that all outstanding
options and other  convertible  securities  have been exercised.  Messrs.  Lamb,
Costigan and Pearson also hold 1,000,000 Series "A" preferred shares as follows:
425,000,425,000   and  150,000,   respectively,   which  are  not  included  for
calculation  purposes since there are no exercise  rights for such shares.  Each
Series A preferred share carries 50 votes in general and special meetings.


                                    DILUTION

After giving  effect to the sale of  1,000,000  shares of our common stock (less
estimated  expenses of this  offering),  our pro forma net  tangible  book value
attributable  to the holders of the shares of our common stock at September  30,
2004 was $0.71 per share,  representing  an  immediate  increase in net tangible
book value of approximately $0.65 per share to the existing  stockholders and an
immediate dilution of $4.29 per share to the new investors.

Furthermore,  after giving effect to the sale of 1,000,000  shares of our common
stock to the new investors in this offering,  such investors will hold 13.6 % of
our  outstanding  shares of common  stock and will have  contributed  93% of the
consideration.


                                       24




A table  detailing the  dilutionary  effect of principal  stock holders has been
provided under "Principal Stockholders".

 Fully Diluted Share Capital

The following table sets forth our issued and outstanding share capital, on both
a  non-diluted  and a  fully-diluted  basis under  various  scenarios  after the
Offering.

Amount raised under offering                 $900,000                             $2,000,000
                              ------------------------------------   ------------------------------------
                                          Post Offering                          Post Offering
                                  Common    warrants/     % voting       Common    warrants/     % voting
                                  Shares      options        stock       Shares      options        stock
                              ----------   ----------   ----------   ----------   ----------   ----------
                                                                             
Current shareholders           6,395,000      950,000         97%     6,395,000      950,000          94%
Purchase under the offering      180,000         --            3%       400,000         --             6%
                              ----------   ----------                ----------   ----------
                               6,575,000      950,000                 6,795,000      950,000

Fully diluted                  7,525,000                     100%     7,745,000                      100%

Net book value/common share   $    0.169                             $    0.325


Price per common share             $5.00                                  $5.00
Dilution for new shareholders      $4.83                                  $4.67



Amount raised under offering                $3,000,000                            $5,000,000
                              ------------------------------------   ------------------------------------
                                          Post Offering                          Post Offering
                                  Common    warrants/     % voting       Common    warrants/     % voting
                                  Shares      options        stock       Shares      options        stock
                              ----------   ----------   ----------   ----------   ----------   ----------

Current shareholders           6,395,000      950,000          91%    6,395,000     950,000           86%
Purchase under the offering      600,000        --              9%    1,000,000        --             14%
                              ----------   ----------                ----------   ----------
                               6,995,000      950,000                 7,395,000      950,000

Fully diluted                  7,945,000                      100%    8,345,000                      100%

Net book value/common share   $    0.459                             $    0.705


Price per common share             $5.00                                  $5.00
Dilution for new shareholders      $4.54                                  $4.29



                                       25




                              SELLING STOCKHOLDERS

Of the  2,000,000  of our  common  shares to be covered  by this  prospectus,  a
maximum of 1,000,000 shares are being offered by us and the remaining  1,000,000
are being  offered by our option  security  holders  (950,000) and a shareholder
(50,000).  The 950,000  shares are  issuable  upon  exercise of options  held by
Waldwick  Investments  Limited  (450,000  options)  and Barr Eden  Family  Trust
(500,000 options).  The 50,000 shares are held by Andrew Banks & Associates Pty.
Ltd. None of the selling stockholders are broker-dealers or affiliates of broker
- -dealers.

The following  table sets forth the name of each selling  security  holder,  the
number of shares of common  stock  beneficially  owned by the  selling  security
holders as of December 21, 2004,  and the number of shares being offered by each
selling security holder.


                                   Shares of Common    Percent of Common    Shares of Common      Number of Shares   Percent
Name of Selling                    Stock Owned Prior   Shares Owned Prior   Stock to be sold in   owned after        of shares owned
Stockholder                        to the offering     to the offering      the offering (2)      the offering ()    after offering
- -------------------------------    ---------------     ---------------      -------------------   --------------     --------------
                                                                                                      
Barr Eden Family Trust(4)              475,000 (2)           7.4%                500,000 (2)           475,000            5.7%
- -------------------------------    ---------------     ---------------      -------------------   --------------     --------------

Waldwick Investments Ltd.(5)(7)        475,000 (3)           7.4%                450,000 (3)           475,000            5.7%
- -------------------------------    ---------------     ---------------      -------------------   --------------     --------------

Andrew Banks & Assoc.Pty.Ltd.(6)        50,000               0.8%                 50,000                    0             0.0%
- -------------------------------    ---------------     ---------------      -------------------   --------------     --------------


                                       26



     1.   Assumes all of the shares of common stock  offered in this  prospectus
          are sold and no other  shares of  common  stock  are sold  during  the
          offering  period.  The  percentage of shares is based on shares issued
          and outstanding as of November 9, 2004.

     2.   Barr Eden Family Trust also owns 500,000  options  which  convert into
          500,000 shares of our common stock.  Such options are being registered
          in this  prospectus and are not included in the amount of shares owned
          prior to the  offering.  Barr  acquired  the options  from Fort Street
          Equity, Inc. for $10,000 under a stock option purchase agreement.

     3.   Waldwick  Investments  Limited also owns 450,000 options which convert
          into  450,000  shares of our  common  stock.  Such  options  are being
          registered  in this  prospectus  and are not included in the amount of
          shares owned prior to the offering.

     4.   Barr Eden Family Trust is controlled by Robert McLean.

     5.   Waldwick Investments Limited is controlled by Kevin Murray.

     6.   Andrew Banks Pty Ltd is controlled  by Andrew Banks.  Andrew Banks Pty
          Ltd  acquired  its  shares  through  the  exercise  of 50,000  options
          purchased  from  Waldwick  Investments,   Limited.  The  options  were
          purchased for  $125,000,  and the options were  converted  into common
          shares on payment of $25,000 to us.

     7.   Waldwick  Investments Limited is the holder of a note payable by us in
          the amount of $125,000. The note bears interest at 4% per annum and is
          repayable by October 30, 2009.

Our  non-affiliate  selling  shareholders  will sell at a fixed  price per share
until our shares are quoted on the OTC  Bulletin  Board (or any other  specified
market).  Thereafter,  such selling shareholders shall sell at prevailing market
prices or privately negotiated prices.


                                       27


                         SHARES ELIGIBLE FOR FUTURE SALE

As of December 21, 2004,  there are no shares of Common Stock  currently  issued
and  outstanding  which  are  freely  tradable  without  restrictions  under the
Securities  Act. In general,  under Rule 144 as currently in effect,  any of our
affiliates  and any person  (or  persons  whose  sales are  aggregated)  who has
beneficially  owned his or her  restricted  shares  for at least  one  year,  is
entitled to sell in the open market  within any  three-month  period a number of
shares of common  stock that does not  exceed the  greater of (i) 1% of our then
outstanding shares of common stock, or (ii) the average weekly trading volume in
our common stock during the four calendar weeks preceding such sale. Sales under
Rule 144 also are  subject  to  certain  limitations  on manner of sale,  notice
requirements,  and the availability of current public  information about us. Our
non-affiliates  who have held their restricted shares for two years are entitled
to all  their  shares  under  Rule  144  without  regard  to  any  of the  above
limitations,  provided  they  have  not been  affiliates  for the  three  months
preceding  such  sale.  Shares  held  by  shareholders  who  were  promoters  or
affiliates  of the blank check  company  even after a merger with us, may not be
sold in  reliance  on Rule 144.  We are not  quoted on the OTC  Bulletin  Board.
Following this offering,  no predictions  can be made of the effect,  if any, of
future public sales of restricted  securities or the  availability of restricted
securities for sale in the public market. Moreover, we cannot predict the number
of shares of our common  stock that may be sold in the future  pursuant  to Rule
144 because such sales will depend on, among other factors,  the market price of
our common stock and the individual  circumstances of the holders  thereof.  The
availability for sale of substantial  amounts of our common stock under rule 144
could adversely affect prevailing market prices for our securities.

                              PLAN OF DISTRIBUTION

The offering of a maximum of  1,000,000 of our common  shares is being made on a
self-  underwritten  basis by us through our officers and directors who will not
be paid any commission or other  compensation  and without the use of securities
brokers.  There is no  minimum  amount  that is  required  to be  raised in this
offering prior to our use of the offering proceeds.  Therefore, there will be no
escrow account established for this offering.

Investors  in this  offering  must  complete a  subscription  agreement  that is
attached to this  document as an exhibit.  The  subscription  agreement  must be
completed  in its  entirety  and signed  and  delivered  to us at our  corporate
offices.

Currently,  we have not established an underwriting  arrangement for the sale of
these  shares.  Our  officers and  directors  will be the only persons that will
conduct the direct public offering.  They intend to offer and sell the shares in
the primary  offering through their business and personal  contacts.  There is a
possibility  that no proceeds will be raised or that if any proceeds are raised,
they may not be sufficient to cover the cost of the offering.

Our officers and  directors are the only persons that plan to sell our shares of
common stock. None of them are registered  broker-dealers.  They intend to claim
reliance  on  Exchange  Act Rule 3a4-1  which  provides  an  exemption  from the
broker-dealer   registration  requirements  of  the  Exchange  Act  for  persons
associated with an issuer.  Specifically,  each of them (i) at the time of sale,
will not be subject to a statutory  disqualification  as that term is defined in
section 3(a)39 of the Securities Act; (ii) will not be compensated in connection
with his  participation  in the  offering  by  payment of  commissions  or other
remuneration; at the time of participation in the sale of shares, he will not be
an  associated  person  of  a  broker  or  a  dealer;   (iv)  pursuant  to  Rule
3a4-1(a)(4)(ii),  each of them will meet all of the following  requirements:  at
the end of the offering, they will perform substantial duties for us, other than
in connection with transactions in securities;  each of them was not a broker or
dealer, or an associated person of a broker or dealer within the last 12 months;
and each of them has not  participated in, or does not intend to participate in,
selling an offering of securities  for any issuer more than once every 12 months
other than in reliance on paragraph(a)(4)(i) or (iii) of Rule 3a4-1.

The selling  security  holder  offering will run  concurrently  with the primary
offering.  The selling  security  holders  may sell some or all of their  shares
immediately  after they are  registered.  There is no restriction on the selling
security  holders to address the negative effect on the price of your shares due
to the concurrent primary and secondary offering.  In the event that the selling


                                       28


security  holders sell some or all of their  shares,  which could occur while we
are still selling shares directly to investors in this offering,  trading prices
for the shares could fall below the offering price of the shares. In such event,
we may be unable to sell all of the shares to investors,  which would negatively
impact the  offering.  As a result,  our  planned  operations  may  suffer  from
inadequate working capital.

The selling option  holders shares may be sold or distributed  from time to time
by the  selling  stockholders  or by  pledges,  donees  or  transferees  of,  or
successors  in interest  to, the selling  stockholders,  directly to one or more
purchasers (including pledgees) or through brokers, dealers, or underwriters who
may act solely as agents or may acquire shares as  principals,  at market prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  at negotiated  prices,  or at fixed prices,  which may be changed.  The
distribution  of the  shares  may be  effected  in one or more of the  following
methods:

o    ordinary brokers transactions, which may include long or short sales,
o    transactions  involving  cross or block trades on any  securities or market
     where our common stock is trading,
o    purchases by brokers,  dealers or  underwriters  as principal and resale by
     such purchasers for their own accounts pursuant to this prospectus, "at the
     market"  to or through  market makers, or into an  existing  market for the
     common stock,
o    in other ways not involving  market makers or established  trading markets,
     including direct sales to purchasers or sales effected through agents,
o    through  transactions  in  options,  swaps  or other  derivatives  (whether
     exchange listed or otherwise), or
o    any combination of the foregoing, or by any other legally available means.

In addition,  the selling  stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted,  of
shares in the course of hedging  the  positions  they  assume  with the  selling
stockholders.  The  selling  stockholders  may also enter  into  option or other
transactions   with   broker-dealers   that   require   the   delivery  by  such
broker-dealers of the shares,  which shares may be resold thereafter pursuant to
this  prospectus.  A "short  sale" is defined  as a sale of a security  that the
seller does not own or has not  contracted for at the time of sale, and that the
seller must borrow to make delivery.

Brokers, dealers,  underwriters, or agents  participating in the distribution of
the shares may receive  compensation  in the form of discounts,  concessions  or
commissions  from the selling  stockholders  and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary  commissions).  The selling stockholders and any broker-dealers acting
in  connection  with  the  sale of the  shares  hereunder  may be  deemed  to be
underwriters  within the meaning of Section 2(11) of the Securities Act of 1933,
and any  commissions  received  by them and any profit  realized  by them on the
resale of shares as principals may be deemed underwriting compensation under the
Securities Act of 1933.  Neither the selling  stockholders  nor we can presently
estimate the amount of such  compensation.  We know of no existing  arrangements
between the selling  stockholders  and any other  stockholder,  broker,  dealer,
underwriter, or agent relating to the sale or distribution of the shares.

We will not  receive  any  proceeds  from the sale of the shares of the  selling
security  holders  pursuant  to this  prospectus.  We have  agreed  to bear  the
expenses of the registration of the shares, including legal and accounting fees.
Such expenses are estimated to be approximately $130,000.

We have informed the selling stockholders that certain  anti-manipulative  rules
contained in Regulation M under the Securities Exchange Act of 1934 may apply to
their sales in the market and have  furnished  the selling  stockholders  with a
copy of such rules and have  informed them of the need for delivery of copies of
this  prospectus.  The  selling  stockholders  may also use Rule 144  under  the
Securities  Act of 1933 to sell the shares if they meet the criteria and conform
to the requirements of such rule.

                                       29


Notwithstanding the above, our non-affiliate selling shareholders will sell at a
fixed price per share until our shares are quoted on the OTC Bulletin  Board (or
any other specified market). Thereafter, such selling shareholders shall sell at
prevailing market prices or privately negotiated prices.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 11,  2004,  we issued  4,500,000  shares of our common  stock and issued
1,000,000  shares  of our  restricted  Series  "A"  preferred  shares,  to  Clam
Entertainment  Pty Ltd., a corporation  controlled by Cameron Lamb,  our officer
and director,  in consideration  for all of the issued and outstanding  stock of
Friday Night Entertainment Pty Ltd. The issuance was valued at $.06 per share or
$347,600 in the aggregate.  Clam  Entertainment  Pty Ltd acquired all rights and
title  to the  four  movie  scripts  from  Banksia  Entertainment  Pty  Ltd,  an
Australian  corporation  controlled by Cameron Lamb's family for a consideration
equal to the scripts  original  cost of  $347,600.  The scripts were written and
developed by Banksia  between January 1997 and December 1999. The costs incurred
by Banksia in developing the scripts included  salaries,  research  expenses and
overhead  recovery  costs.  Clam  Entertainment  Pty Ltd, which is a non trading
holding company.  Clam  Entertainment  Pty Ltd then transferred to our directors
and officers,  Messrs.  Lamb,  Costigan and Pearson,  1,785,000  ,1,785,000  and
630,000  common  shares and 425,000,  425,000 and 150,000  preferred  series "A"
shares, respectively.

Clam  Entertainment Pty Ltd. is an Australian private company that is 100% owned
by the Cameron John Lamb Trust.

On June 1, 2004, we entered into a Consulting  Agreement  with  Corduroy  Films,
Inc., a company owned by Michael  Costigan,  our  President  and  director.  The
Consulting  Agreement  provides  that Mr.  Costigan  will  provide  advisory and
consulting services to the Company for a term of six (6) months, in exchange for
compensation  in the  amount of  $20,000  per month.  The  Consulting  Agreement
expired on 30 November  2004. The company has not yet entered into an employment
agreement  with Mr  Costigan  but  intends  to do so  following  funds  becoming
available under this offering.

Waldwick  Investments Limited, a company owned by Mr. Kevin Murray owned 7.4% of
our common stock prior to the  acquisition  of Friday Night  Entertainment  Pty.
Ltd. and also holds 450,000 options.

Between June 22, 2004,  and July 31, 2004,  we issued a total of 310,000  common
shares at a price of $0.50 per share to two  corporations  controlled  by family
members of  Cameron  Lamb.  Specifically,  we issued  230,000  shares to Banksia
Entertainment  Pty Ltd.,  a company  controlled  by John William  Lamb,  Cameron
Lamb's  father.  In addition,  we issued 80,000 shares to Stuff & Bits `n Pieces
Pty Ltd., a company  controlled  by Stewart Lamb,  Cameron  Lamb's  brother.  We
believe  that the  shares  where  issued at a fair price as would have been made
with any interested unaffiliated parties.

The terms of all of the transactions entered into with the above related parties
are the same as we would have negotiated with an outside party in an arms length
transaction.


                            DESCRIPTION OF SECURITIES

The  following  is a  description  of the material  terms our capital  stock and
certain  provisions of our certificate of incorporation  and by-laws,  copies of
which have been  incorporated  by  reference  as  exhibits  to the  registration
statement of which this  prospectus  forms a part.  The following  discussion is
qualified in its entirety by reference to such exhibits.

Common Stock
We are presently authorized to issue 50,000,000 shares of $.001 par value common
stock.  At  December  21,  2004,  we  had  6,395,000   shares  of  common  stock
outstanding. The holders of our common stock are entitled to equal dividends and
distributions  when,  as, and if declared by the Board of  Directors  from funds
legally  available  therefore.  No  holder of any  shares of common  stock has a
preemptive  right to  subscribe  for any of our  securities,  nor are any common
shares subject to redemption or convertible into other of our securities, except
for  outstanding  options  described  above.  Upon  liquidation,  dissolution or
winding up, and after payment of creditors and preferred  stockholders,  if any,
the assets will be divided pro-rata on a share-for-share basis among the holders
of the shares of common stock.  All shares of common stock now  outstanding  are


                                       30


fully paid,  validly issued and non-  assessable.  Each share of common stock is
entitled to one vote with  respect to the  election of any director or any other
matter upon which shareholders are required or permitted to vote. Holders of our
common stock do not have cumulative  voting rights,  so the holders of more than
50% of the combined shares voting for the election of directors may elect all of
the  directors  if they choose to do so, and, in that event,  the holders of the
remaining  shares  will  not be  able to  elect  any  members  to the  Board  of
Directors.

Preferred Stock
We are authorized to issue up to 5,000,000  shares of $.001 par value  preferred
stock. At December 21, 2004, we have issued 1,000,000 series "A" preferred
shares as follows:  Cameron Lamb - 425,000;  Michael Costigan - 425,000 and Mark
Pearson - 150,000.  Each of the preferred  shares carry no dividend  rights,  no
liquidation  rights, no pre-emptive rights, no exercise rights and no redemption
rights  but  carry 50 votes in  general  and  special  meetings.  The  remaining
4,000,000  preferred  shares  have not been  issued.  Under our  Certificate  of
Incorporation,  the Board of  Directors  will have the  power,  without  further
action by the holders of the common stock,  to designate the relative rights and
preferences of the preferred  stock,  and to issue the preferred stock in one or
more series as designated by the Board of Directors.  The  designation of rights
and  preferences  could include  preferences as to  liquidation,  redemption and
exercise rights, voting rights, dividends or other preferences, any of which may
be dilutive of the interest of the holders of the common stock or the  preferred
stock of any other series.  The issuance of preferred  stock may have the effect
of delaying or  preventing  a change in control of our company  without  further
shareholder  action and may  adversely  affect the rights and powers,  including
voting rights,  of the holders of common stock.  In certain  circumstances,  the
issuance of preferred stock could depress the market price of the common stock.

Options
On May 24, 2004, we issued a total of 1,000,000 options. 500,000 options each to
Waldwick  Investments,  Limited  and  Fort  Street  Equity,  Inc.  for  a  total
consideration  of $10,000 or $0.01 per option.  The stock was issued to Waldwick
Investments,  Limited and Fort Street Equity, Inc. prior to our transaction with
Friday Night  Entertainment  Pty Ltd.  There is no  relationship  between  those
entities and our officers and directors.  Each option provides the option holder
the right to  purchase  one share of our common  stock at the greater of : (1) a
40% discount from the average  closing bid price of our common stock on a public
exchange  during the 10 trading  days  immediately  prior to the exercise of the
option or (2) $.50 per share.  The  options can be  exercised  at any time until
December 31, 2005. On October 30, 2004,  Fort Street Equity Inc. sold all of its
options to Barr Eden Trust. On November 1, 2004,  Waldwick  Investments  Limited
sold 50,000  options to Andrew Banks & Associates  Pty. Ltd.  Immediately  after
such sale, Andrew Banks & Associates Pty. Ltd. exercised the 50,000 options at a
price of $0.50 and received 50,000 shares of our common stock.

CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURE

Previous Independent Auditors

We initially engaged SF Partnership,  LLP ("SF  Partnership") as our independent
auditors. The Registration Statement on Form SB-2 submitted to the SEC on August
17, 2004,  contained audited  financial  statements for the fiscal periods ended
December 31, 2003, and 2002, and the report of SF Partnership as our independent
auditors dated July 15, 2004.

The report of SF Partnership  on the financial  statements for the periods ended
December 31, 2003, and 2002, contained a qualification related to our ability to
continue as a going concern.

For the fiscal  periods ended  December 31, 2003,  and 2002,  and any subsequent
interim  periods  preceding  the  dismissal  of SF  Partnership,  there  were no
disagreements  with SF  Partnership  on any matter of  accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or procedures,
which  disagreements,  if not resolved to the  satisfaction  of SF  Partnership,
would  have  caused  them to make  reference  in their  report on the  financial
statement for such periods; and there were no reportable events.

                                       31


Upon  review  of the  initial  Registration  Statement  on  Form  SB-2,  the SEC
interpreted  Article 2 to Regulation S-X to require that the audit report on the
financial  statements  of a domestic  registrant  be rendered  ordinarily  by an
auditor  licensed in the United States.  SF Partnership  was not licensed in the
United States.

As such, in order to proceed with the finalization of the Registration Statement
on Form SB-2,  effective  October 25, 2004, we dismissed SF  Partnership  as our
independent   auditors.   The  decision  to  change  independent   auditors  was
recommended and approved by our board of directors.

We have provided SF Partnership  with a copy of these  disclosures.  Attached as
Exhibit 16 to this Form SB-2 is a copy of SF  Partnership's  letter  stating its
agreement with such statements.

   Current Independent Auditors

We engaged  Davis  Accounting  Group  P.C.  ("Davis  Accounting")  to act as our
independent  auditors,  effective  October 25, 2004.  During our two most recent
fiscal  years  and  any  subsequent  interim  period  prior  to  engaging  Davis
Accounting,  we have not consulted Davis Accounting  regarding  either:  (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
our financial statements,  and Davis Accounting did not provide either a written
report or oral advice to us that Davis  Accounting  concluded  was an  important
factor considered by us in reaching a decision as to the accounting, auditing or
financial  reporting issues; or (ii) any matter that was either the subject of a
disagreement  or a  reportable  event.  Davis  has not  provided  due  diligence
services in connection with proposed and/or consummated investment  transactions
by us.

For the period ended June 30, 2004, our present auditor, Davis Accounting Group
P.C. has issued a going concern opinion.

                                 TRANSFER AGENT

The  Transfer  Agent and  Registrar  for our  common  stock is  Brookhill  Stock
Transfer, 1192 Draper Parkway, #511, Draper, UT 84020-9095. Its telephone number
is (801) 619-0889.

                                     EXPERTS

The financial  statements included in this prospectus have been audited by Davis
Accounting Group P.C., independent auditors, as stated in their report appearing
herein and elsewhere in the  registration  statement  (which report expresses an
unqualified  opinion and  includes an  explanatory  paragraph  referring  to our
recurring losses from operations which raise substantial doubt about our ability
to continue as a going concern),  and have been so included in reliance upon the
reports of such firm given upon their  authority  as experts in  accounting  and
auditing.

                                  LEGAL MATTERS

The validity of our common shares offered will be passed upon for us by Anslow &
Jaclin, LLP, Manalapan, New Jersey 07726.

                                       32



                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                      INDEX TO INTERIM FINANCIAL STATEMENTS
                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2004)
                           THROUGH SEPTEMBER 30, 2004



Interim Financial Statements-

   Balance Sheets as of September 30, 2004 (unaudited) and
      June 30, 2004 (audited)................................................F-2

   Statements of Operations and Comprehensive (Loss) For the
      Three Months Ended September 30, 2004 (unaudited), and Cumulative
      From Inception (May 5, 2004) Through September 30, 2004 (unaudited)....F-3

      Statements of Cash Flows For the Three Months Ended
      September 30, 2004 (unaudited) and Cumulative From Inception
      (May 5, 2004) Through June 30, 2004 (unaudited)........................F-4

   Notes to Interim Financial Statements (unaudited).........................F-5











                                      F-1




                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEETS (NOTE 2)

                                                                  September 30,       June 30,
                                                                       2004             2004
                                                                  -------------    -------------
                                                                   (Unaudited)       (Audited)
                                                                             
   ASSETS

Current Assets:
   Prepaid expenses and other assets                              $        --      $      19,868
                                                                  -------------    -------------

      Total current assets                                                 --             19,868
                                                                  -------------    -------------

Other Assets:
   Entertainment products in development                                347,600          347,600
   Deferred offering costs                                               23,800             --
                                                                  -------------    -------------

      Total other assets                                                371,400          347,600
                                                                  -------------    -------------

Total Assets                                                      $     371,400    $     367,468
                                                                  =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
   Accounts payable - Related party                               $       6,455    $        --
   Accrued liabilities                                                   23,800             --
                                                                  -------------    -------------

       Total current liabilities                                         30,255             --
                                                                  -------------    -------------

       Total liabilities                                                 30,255             --
                                                                  -------------    -------------

Commitments and Contingencies

Stockholders' Equity:
   Preferred Stock, par value $.001 per share; 4,000,000 shares
      undesignated; no shares issued or outstanding                        --               --
   Series A Preferred Stock, par value $.001 per share;
      designated 1,000,000 shares; issued and
      outstanding 1,000,000 shares                                        1,000            1,000
   Common Stock, par value $.001 per share;
      authorized 50,000,000 shares; issued and
      outstanding 6,345,000 shares as of September 30, 2004,
      and 6,265,000 shares as of June 30, 2004                            6,345            6,265
   Additional paid-in capital                                           505,255          465,335
   Accumulated other comprehensive (loss)                                (1,068)          (1,068)
   (Deficit) accumulated during the development stage                  (170,387)        (104,064)
                                                                  -------------    -------------

      Total stockholders' equity                                        341,145          367,468
                                                                  -------------    -------------

Total Liabilities and Stockholders' Equity                        $     371,400    $     367,468
                                                                  =============    =============



               The accompanying notes to financial statements are
                    an integral part of these balance sheets.

                                      F-2


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
           STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE 2)
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004,
                   AND CUMULATIVE FROM INCEPTION (MAY 5, 2004)
                           THROUGH SEPTEMBER 30, 2004

                                                  Three Months
                                                      Ended         Cumulative
                                                  September 30,       From
                                                       2004         Inception
                                                  -------------   -------------
                                                   (Unaudited)     (Unaudited)

Revenues:                                         $        --     $        --
                                                  -------------   -------------

      Total revenues                                       --              --
                                                  -------------   -------------

Expenses:
   General and administrative                            66,323         170,387
                                                  -------------   -------------

      Total general and administrative expenses          66,323         170,387
                                                  -------------   -------------

(Loss) from Operations                                  (66,323)       (170,387)

Other Income (Expense)                                     --              --

Provision for income taxes                                 --              --
                                                  -------------   -------------

Net (Loss)                                              (66,323)       (170,387)
                                                  -------------   -------------

Comprehensive (Loss):
   Australian currency translation                         --            (1,068)
                                                  -------------   -------------

Total Comprehensive (Loss)                        $     (66,323)  $    (171,455)
                                                  =============   =============

(Loss) Per Common Share:
   (Loss) per common share - Basic and Diluted    $      (0.010)  $      (0.033)
                                                  =============   =============

Weighted Average Number of Common Shares
   Outstanding - Basic and Diluted                    6,318,913       5,135,201
                                                  =============   =============


               The accompanying notes to financial statements are
                      an integral part of these statements.

                                      F-3




                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENTS OF CASH FLOWS (NOTE 2)
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004,
                   AND CUMULATIVE FROM INCEPTION (MAY 5, 2004)
                           THROUGH SEPTEMBER 30, 2004

                                                               Three Months
                                                                   Ended          Cumulative
                                                               September 30,         From
                                                                    2004          Inception
                                                               -------------    -------------
                                                                (Unaudited)      (Unaudited)
                                                                          
Operating Activities:
   Net (loss)                                                  $     (66,323)   $    (170,387)
   Adjustments to reconcile net (loss) to net cash (used in)
     operating activities:
      Changes in net assets and liabilities-
        Prepaid expenses and other assets                             19,868             --
        Accounts payable - Related party                               6,455            6,455
        Accrued liabilities                                           23,800           23,800
        Other assets                                                 (23,800)         (23,800)
                                                               -------------    -------------

Net Cash (Used in) Operating Activities                              (40,000)        (163,932)
                                                               -------------    -------------

Financing Activities:
   Proceeds from issuance of stock options                              --             10,000
   Proceeds from sale of common stock                                 40,000          155,000
                                                               -------------    -------------

Net Cash Provided by Financing Activities                             40,000          165,000
                                                               -------------    -------------

Effect of Exchange Rate Changes on Cash                                 --             (1,068)
                                                               -------------    -------------

Net Increase (Decrease) in Cash                                         --               --

Cash - Beginning of Period                                              --               --
                                                               -------------    -------------

Cash - End of Period                                           $        --      $        --
                                                               =============    =============

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest                                                 $        --      $        --
                                                               =============    =============
      Income taxes                                             $        --      $        --
                                                               =============    =============



   During the period the Company acquired  entertainment products in development
   in the amount of $347,600 for the  issuance of  1,000,000  shares of Series A
   Preferred stock and 4,500,000 shares of Common stock, respectively.


               The accompanying notes to financial statements are
                      an integral part of these statements.

                                      F-4


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(1)      Summary of Significant Accounting Policies

   Basis of Presentation and Organization

Friday Night  Entertainment  Corporation  ("FNE" or the  "Company")  is a Nevada
corporation  in the  development  stage of producing  motion  picture  films for
theatrical release and distribution.  The accompanying  financial  statements of
FNE were  prepared  from the accounts of the Company  under the accrual basis of
accounting in United States dollars.  In addition,  the  accompanying  financial
statements  reflect the  completion  of a reverse  merger  between  Friday Night
Entertainment  Corporation and Friday Night  Entertainment  (Australia) Pty Ltd.
("FNE Australia"), which was effected on June 10, 2004.

Prior to the completion of the reverse merger,  FNE (formerly  Lunettes,  Et Al,
Inc.) was a dormant corporation with no assets or operations  (essentially since
its incorporation date of July 31, 2001).

FNE Australia was organized as an Australian private company on May 5, 2004, and
subsequently  acquired four film scripts at historical cost from a company owned
by an officer and  director of the Company in exchange  for common stock in June
2004. FNE Australia also began operations on May 5, 2004, and prior to September
30, 2004,  aside from the acquisition of the four film scripts  described above,
incurred  deferred  offering costs,  and operating costs and expenses related to
its organization as an entity,  accounting and tax preparation fees,  consulting
fees, officer's salary, travel, relocation, and other general and administrative
expenses.

Given that FNE Australia is considered to have acquired FNE by a reverse  merger
through an Exchange  Agreement  (see Note 4) and currently has voting control of
FNE, the accompanying  financial statements present the financial position as of
September  30,  2004,  and the  operations  for the  three  month  period  ended
September 30, 2004, and from the inception date (May 5, 2004) through  September
30, 2004,  of FNE Australia  under the name of FNE. The reverse  merger has been
recorded  as a  recapitalization  of the  Company,  with the net  assets  of FNE
Australia and the Company brought forward at their  historical  bases. The costs
associated with the reverse merger have been expensed as incurred.

   Unaudited Interim Financial Statements

The accompanying  interim financial statements of the Company have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information and with the instructions per Item 310(b) of
Regulation S-B. Such interim  financial  statements are unaudited.  Accordingly,
they do not include all of the information and footnote  disclosures required by
accounting  principles  generally  accepted  in the United  States for  complete
financial statements. The preparation of financial statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those results.  In the opinion of management,  all  adjustments  considered
necessary  for the  fair  presentation  of  interim  financial  data  have  been
included.  Operating  results for the three months ended September 30, 2004, are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 2004.


                                      F-5


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


   Cash and Cash Equivalents

For  purposes of  reporting  within the  statement  of cash  flows,  the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties,  and all highly liquid debt instruments  purchased with a maturity
of three months or less to be cash and cash equivalents.

   Revenue Recognition

The Company is in the  development  stage and has yet to realize  any  revenues.
However,  the Company is in the business of producing  motion  picture films for
theatrical release and distribution.  As such, it will realize revenues from the
theatrical  distribution  of motion  pictures  when  such  motion  pictures  are
exhibited  under  variable  fee  arrangements,  or when all  terms  of  specific
licensing and distribution agreements have been met.

   Film Production and Development Costs

The Company  accounts for motion picture film production and  development  costs
under  Statement of Position 00-2,  Accounting by Producers or  Distributors  of
Films.  The Company  capitalizes  and amortizes film  production and development
costs using the individual film forecast method. Film production and development
costs are amortized to expense in the proportion  that the  exhibition  revenues
recognized  during the year bear to management's  estimate of the total revenues
expected over the life of the production.

If film scripts under  development have not been set for production within three
years, the costs associated with such items are written off to expense.

When an event or change in circumstances  indicates that the unamortized cost of
a film production exceeds the net recoverable  amount, the carrying value of the
production is written down to its net recoverable  value. The fair value of each
film  production is determined  by  management on a  title-by-title  basis using
future revenue estimates and a discounted cash flow approach.



                                      F-6


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


   Deferred Offering Costs

The  Company  defers as other  assets the direct,  incremental  costs of raising
capital  until such time as the offering is  completed,  at which time the costs
are charged against the capital raised.  Should the offering be terminated,  the
costs are  charged to  operations  during the  period in which the  offering  is
terminated.  As of  September  30, 2004,  deferred  offering  costs  amounted to
$23,800.

   Impairment of Long-lived Assets

The Company  evaluates the  recoverability  of long-lived assets and the related
estimated  remaining  lives at each balance sheet date.  The Company  records an
impairment or change in useful life whenever events or changes in  circumstances
indicate that the carrying  amount may not be recoverable or the useful life has
changed.

   Loss Per Common Share

Basic loss per share is computed by dividing  the net loss  attributable  to the
common  stockholders  by the weighted  average  number of shares of common stock
outstanding during the period.  Fully diluted loss per share is computed similar
to basic loss per share except that the  denominator is increased to include the
number of  additional  common  shares  that would have been  outstanding  if the
potential common shares had been issued and if the additional common shares were
dilutive.

   Comprehensive Income (Loss)

The Company  presents  comprehensive  income (loss) in accordance  with SFAS No.
130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 states that all items
that are required to be recognized under  accounting  standards as components of
comprehensive  income  (loss) be reported in the financial  statements.  For the
period  cumulative from inception (May 5, 2004) through  September 30, 2004, the
only components of comprehensive  (loss) are the net (loss) for the period,  and
the foreign currency translation adjustment.

   Income Taxes

The Company  accounts for income taxes pursuant to SFAS No. 109,  Accounting for
Income Taxes ("SFAS 109").  Under SFAS 109,  deferred tax asset and  liabilities
are  determined  based on  temporary  differences  between  the bases of certain
assets and  liabilities  for income tax and financial  reporting  purposes.  The
deferred tax assets and  liabilities  are classified  according to the financial
statement   classification   of  the  assets  and  liabilities   generating  the
differences.



                                      F-7


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon potential likelihood of
realizing  the deferred tax asset and taking into  consideration  the  Company's
current  financial  position and results of operations  for the current  period.
Future  realization  of the  deferred  tax benefit  depends on the  existence of
sufficient  taxable income within the carryforward  period under the Federal tax
laws.

Changes in circumstances,  such as the Company generating taxable income,  could
cause a change in judgment about the  realizability  of the related deferred tax
asset.  Any change in the valuation  allowance will be included in income in the
year of the change in estimate.

   Foreign Currency Translation

The Company accounts for foreign currency  translation  pursuant to SFAS No. 52,
Foreign  Currency   Translation.   The  Company's  functional  currency  is  the
Australian  dollar. All assets and liabilities are translated into United States
dollars using the current  exchange  rate.  Revenues and expenses are translated
using the average  exchange rates  prevailing  throughout the year.  Translation
adjustments are included in other comprehensive income or loss for the period.

   Fair Value of Financial Instruments

The Company has  estimated  the fair value of  financial  instruments  using the
available market  information and valuation  methods.  Considerable  judgment is
required in estimating fair value. Accordingly,  the estimates of fair value may
not be indicative  of the amounts the Company could realize in a current  market
exchange.  As of  September  30,  2004,  the Company did not have any  financial
instruments requiring the estimate of fair value.

   Stock-Based Compensation

The Company uses the fair value method to account for  non-employee  stock-based
compensation  in  accordance  with  SFAS No.  123,  Accounting  for  Stock-Based
Compensation,  and FASB Emerging  Issues Task Force,  or EITF,  Issue No. 96-18,
Accounting  for Equity  Instruments  That Are Issued to Other Than Employees for
Acquiring,  or in Conjunction  with Selling,  Goods or Services.  Under the fair
value method,  all transactions in which goods or services are the consideration
received for the issuance of equity  instruments shall be accounted for based on
the fair  value of the  consideration  received  or the fair value of the equity
instruments issued, whichever is more reliably measurable.



                                      F-8


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


The Company  also uses the fair value method to account for  compensation  costs
for employee stock awards.  Under the fair value method,  compensation costs for
employee  stock awards is recognized  as the excess,  if any, of the deemed fair
value for financial reporting purposes of the Company's common stock on the date
of grant over the amount an employee must pay to acquire the stock. Compensation
cost is amortized over the vesting period using an accelerated  graded method in
accordance with SFAS  Interpretation  No. 28, Accounting for Stock  Appreciation
Rights and Other Variable Stock Option or Award Plans.

   Concentration of Credit Risk

The Company has adopted SFAS No. 105,  Disclosure of Information About Financial
Instruments  with  Off-Balance   Sheet  Risk  and  Financial   Instruments  with
Concentration  of Credit  Risk  ("SFAS  105").  Under SFAS 105,  the  Company is
required to disclose  any  significant  off-balance  sheet risks and credit risk
concentrations.  As of September 30, 2004, the Company did not have any material
off-balance sheet risks or credit concentrations.

   Year End of the Company

The  operations of the Company  commenced on May 5, 2004.  As such,  the initial
fiscal  year  end  shall  be  December  31,  2004,  and for all  annual  periods
thereafter.

   Estimates

The  financial  statements  are prepared on the basis of  accounting  principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting  principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  as of September  30, 2004,  and expenses for the three month period
ended  September 30, 2004,  and the period from  inception (May 5, 2004) through
September 30, 2004.  Actual  results could differ from those  estimates  made by
management.

(2)      Development Stage Activities and Going Concern

The Company is a motion picture film development and distribution company in the
development  stage.  As  of  September  30,  2004,  the  Company  had  completed
organization  and reverse merger  transactions,  the  acquisition of four motion
picture  scripts  from an officer and  director,  the  formation of a management
team,  commenced  capital formation  activities,  and performed other activities
related to initial  operations.  Management  of the Company is pursuing  various
sources of equity  financing,  and intends to raise  approximately  $5.0 million
through a best efforts  self-underwritten  public  offering of its common stock.
The public  offering and sale of common  stock by officers and  directors of the
Company  will  be  conducted   subsequent  to  the  filing  and  approval  of  a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
("SEC").  The proceeds from the public  offering will be used by the Company for
the  development  and  production  of the four  movie  scripts  provided  by FNE
Australia in the reverse  merger.  The Company also intends to use proceeds from
the public offering in order to acquire an option to develop a motion picture to
be called "Asphalt Beach," acquire  additional motion picture film scripts,  and
provide working capital for its operations.


                                      F-9


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


While  management of the Company believes that the Company will be successful in
its capital formation and operating  activities,  there can be no assurance that
the Company  will be able to raise $5.0  million in equity  capital  through its
planned  filing with the SEC and related  activities,  or be  successful  in the
production,  development or  distribution  of motion pictures that will generate
sufficient revenues to sustain the operations of the Company.

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
incurred an  operating  loss since  inception,  and the  working  capital of the
Company raised through  September 30, 2004,  has been  insufficient  to meet its
planned  business  objectives  and sustain  operations.  These and other factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.

(3)      Entertainment Products in Development

Entertainment  products in  development  is  comprised of four film scripts that
were  acquired from a company owned by an officer and director of the Company at
their historical cost of development of $347,600  (allocated evenly to each film
script at a cost of $86,900  consisting  of payroll costs of $75,565 and related
payroll  taxes and  benefits of $11,335),  in exchange for common  shares of FNE
Australia.

The four film scripts were  initially  developed  by Banksia  Entertainment  Pty
Ltd.,  a related  party (see Note 7), and  subsequently  acquired by gift by the
company owned by an officer and director of FNE as explained  above. The scripts
are in the  development  stage and are expected to be in  production  within the
next two years.

The  costs  of  development  of  the  four  film  scripts  specifically  include
historical labor costs, related payroll taxes, and statutory benefits of a staff
of five individuals including an executive producer,  creative/program director,
producer/researcher,   and  two  staff  writers.   Each  film  script   required
approximately  the same amount of time for creation by the staff. The activities
undertaken  by the  staff  for the  creation  of each of the four  film  scripts
included  initial  creation of storyline,  storyline and character  discussions,
story events and  character  analysis  discussions,  re-writes of storyline  and
character debate,  editing of storyline with detailed  notation,  research,  and
final summarization.


                                      F-10


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(4)      Common Stock Transactions

   Increase in Authorized Capital

On June 1, 2004, the Company amended its Articles of  Incorporation  to increase
the number of authorized  common shares to 50,000,000,  and to create  5,000,000
preferred  shares.  Each class of stock carries a par value of $0.001 per share.
The rights of the preferred shares are to be determined at the discretion of the
directors.

   Designation of Preferred Shares

On June 2, 2004,  the Board of  Directors  of the Company  designated  1,000,000
shares of the  Company's  authorized  stock as Series A  preferred  shares.  The
Series "A" preferred  shares are  non-participating,  but carry fifty (50) votes
per share at a general  meeting of the  stockholders.  The  remaining  4,000,000
preferred shares have not yet been designated.

   Stock Exchange Agreement

On June 10, 2004, the Company entered into a definitive Share Exchange Agreement
(the "Exchange  Agreement") with FNE Australia  whereby the Company acquired all
of the issued and  outstanding  stock of FNE Australia in exchange for 4,500,000
shares of common stock and 1,000,000  shares of Series A preferred  stock of the
Company. The shares of Series A preferred stock are non-participating,  but each
share is entitled to fifty (50) votes in a general meeting of the  stockholders.
As a result of the Exchange Agreement,  FNE Australia controls the Company,  and
has been  deemed to have  effected  a reverse  merger  for  financial  reporting
purposes.

   Issuances of Stock for Cash

On June 22,  2004,  the Company  issued  150,000  shares of its common stock for
$75,000 in cash to Banksia Entertainment Pty Ltd., a related party (see Note 7).

On June 29,  2004,  the Company  issued  80,000  shares of its common  stock for
$40,000  in cash to Stuff & Bits `n Pieces Pty Ltd.,  a related  party (see Note
7).

On July 31, 2004,  the Company  issued 80,000 shares of common stock for $40,000
in cash to Banksia Entertainment Pty Ltd., a related party (see Note 7).


                                      F-11


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


 (5)     Stock Options

On May 04, 2004, the Company issued  1,000,000 stock options (500,000 options to
each party) to Fort Street Equity, an unrelated party, and Waldwick  Investments
Limited,  a stockholder of the Company (see Note 10), for the purchase of common
stock of the Company,  with each option  having the right to purchase one common
share at the greater of the market  price less a discount of 40%, or $0.50.  The
options issued to the two parties vested  immediately and expire on December 31,
2005,  and were issued for $10,000 in cash ($5,000 from each party).  On October
30, 2004,  Fort Street Equity sold all of its options to Barr Eden Family Trust,
an unrelated party. Waldwick Investments Limited subsequently sold 50,000 of its
options to purchase  common  stock to Andrew  Banks &  Associates  Pty Ltd.,  an
unrelated  party,  and loaned the  proceeds  from the sale of the options to the
Company under the terms of a promissory note (see Note 10).

(6)      Income Taxes

The provisions  (benefits) for income taxes for the three months ended September
30, 2004,  and cumulative  from  inception  (May 5, 2004) through  September 30,
2004, were as follows (using a 34 percent effective Federal income tax rate):


                                         Three Months
                                             Ended          Cumulative
                                         September 30,         from
                                              2004           Inception
                                        --------------    --------------

Current Tax Provision:
   Federal-
     Taxable income                     $         --      $         --
                                        --------------    --------------

        Total current tax provision     $         --      $         --
                                        ==============    ==============

Deferred Tax Provision:
   Federal-
     Loss carryforwards                         22,550            57,932
     Change in valuation allowance             (22,550)          (57,932)
                                        --------------    --------------

        Total deferred tax provision    $         --      $         --
                                        ==============    ==============










                                      F-12


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


The Company had deferred income tax assets as of September 30, 2004, as follows:

        Loss carryforwards                   $ 57,932
        Less - Valuation allowance            (57,932)
                                             --------

           Total net deferred tax assets      $  --
                                             ========


As of September 30, 2004, the Company had net operating loss  carryforwards  for
income tax  reporting  purposes  of  approximately  $170,400  that may be offset
against  future  taxable  income.  Current  tax laws  limit  the  amount of loss
available to be offset against  future taxable income when a substantial  change
in ownership  occurs or a change in the nature of the business.  Therefore,  the
amount available to offset future taxable income may be limited.  No tax benefit
has been  reported  in the  financial  statements  for the  realization  of loss
carryforwards  as the  Company  believes  there  is high  probability  that  the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carry forwards are offset by a valuation allowance of the same amount.

(7)      Related Party Transactions

In May 2004,  the  Company  paid to a former  officer and  director  $10,000 for
consulting services rendered.

In June  2004,  a  company  owned by an  officer  and  director  of the  Company
transferred four film scripts in exchange for common shares of FNE Australia. In
accordance  with Staff  Accounting  Bulletin Topic 5G,  Transfers of Nonmonetary
Assets by Promoters or Shareholders,  this non-monetary exchange transaction was
recorded at the stockholder's historical cost basis, determined under accounting
principles  generally  accepted in the United States,  in the amount of $347,600
(see Note 3).

On June 22,  2004,  the Company  issued  150,000  shares of its common stock for
$75,000 in cash to Banksia Entertainment Pty Ltd.  ("Banksia").  In addition, on
July 31, 2004,  the Company also issued an  additional  80,000  shares of common
stock for  $40,000 in cash to  Banksia.  This  entity is an  Australian  private
company  controlled  by Mr.  John  William  Lamb,  the father of an officer  and
director of the Company.

On June 29,  2004,  the Company  issued  80,000  shares of its common  stock for
$40,000 in cash to Stuff & Bits `n Pieces Pty Ltd.  This entity is an Australian
private  company  controlled by Mr.  Stewart Lamb, the brother of an officer and
director of the Company.


                                      F-13


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(8)      Recent Accounting Pronouncements

In January 2003, the FASB issued FASB  Interpretation  No. 46  Consolidation  of
Variable Interest Entities, an interpretation of ARB No. 51 ("FIN 46"). The FASB
issued a revised FIN 46 in December 2003,  which modified and clarified  various
aspects of the original  interpretations.  A Variable Interest Entity ("VIE") is
created when (i) the equity  investment at risk is not  sufficient to permit the
entity to finance  its  activities  without  additional  subordinated  financial
support  from other  parties or (ii)  equity  holders  either (a) lack direct or
indirect  ability to make decisions  about the entity,  (b) are not obligated to
absorb  expected  losses of the  entity or (c) do not have the right to  receive
expected residual returns of the entity if they occur. If an entity is deemed to
be a VIE,  pursuant  to FIN 46, an  enterprise  that  absorbs a majority  of the
expected  losses  of the VIE is  considered  the  primary  beneficiary  and must
consolidate  the VIE. For VIE's  created  before  January 31,  2003,  FIN 46 was
deferred to the end of the first interim or annual period ending after March 15,
2004.  The  adoption of FIN 46 did not have a material  impact on the  financial
position or results of operations of the Company.

In May 2003,  the FASB issued  Statement of Financial  Accounting  Standards No.
150, Accounting for Certain Financial  Instruments With  Characteristics of Both
Liabilities and Equity, ("SFAS 150"). This standard requires issuers to classify
as liabilities the following three types of freestanding  financial instruments:
(1) mandatory  redeemable financial  instruments,  (2) obligations to repurchase
the issuer's equity shares by transferring  assets; and (3) certain  obligations
to issue a variable number of shares.  The Company adopted SFAS 150 in May 2004.
The  adoption  of SFAS  150 did not  have a  material  impact  on the  financial
position or results of operations of the Company.

In December 2003, the SEC issued Staff Accounting  Bulletin No. 104 ("SAB 104"),
Revenue Recognition,  which supersedes SAB 101, Revenue Recognition in Financial
Statements.  SAB 104's  primary  purpose is to rescind the  accounting  guidance
contained  in  SAB  101  related  to  multiple  element  revenue   arrangements,
superseded  as a result of the issuance of EITF 00-21.  The Company  adopted the
provisions  of SAB 104, and it did not have a material  impact on the  financial
position or results of operations of the Company.

(9)      Commitments and Contingencies

In June 2004,  FNE  entered  into a  consulting  contract  with an  officer  and
director of the Company to provide financial services through November 30, 2004,
for $20,000 per month.  As of September  30, 2004,  $80,000 had been paid to the
officer and director of the Company,  representing payment for services for four
months. As of December 10, 2004, the officer and director had been paid $120,000
under the consulting contract.


                                      F-14


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(10)     Subsequent Events

On October 31, 2004,  the Company  borrowed  $125,000 from Waldwick  Investments
Limited, a stockholder of the Company, under the terms of a promissory note (see
Note 5). The  promissory  note carries an interest  rate of four (4) percent per
annum,  and  all  interest  and  principal  are  due  and  payable  to  Waldwick
Investments Limited on October 31, 2009.

On November 3, 2004, Andrew Banks & Associates Pty Ltd. exercised 50,000 options
to  purchase a like number of shares of common  stock of the  Company  (acquired
from Waldwick Investments Limited (see Note 5)) for $25,000 in cash.















                                      F-15


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEX TO FINANCIAL STATEMENTS
                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2004)
                              THROUGH JUNE 30, 2004




Report of Independent Auditors..............................................F-17

Financial Statements-

   Balance Sheet as of June 30, 2004........................................F-18

   Statement of Operations and Comprehensive (Loss) From Inception
      (May 5, 2004) Through June 30, 2004...................................F-19

   Statement of Stockholders' Equity From Inception (May 5, 2004) Through
      June 30, 2004 ........................................................F-20

   Statement of Cash Flows From Inception (May 5, 2004) Through
      June 30, 2004 ........................................................F-21

   Notes to Financial Statements ...........................................F-22





                                      F-16


                         REPORT OF INDEPENDENT AUDITORS




To the Stockholders of
Friday Night Entertainment Corporation:

We have audited the  accompanying  balance  sheet of Friday Night  Entertainment
Corporation, a Nevada corporation in the development stage, as of June 30, 2004,
and the related statements of operations and comprehensive (loss), stockholders'
equity,  and cash flows for the period from inception (May 5, 2004) through June
30, 2004.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Friday Night  Entertainment
Corporation  as of June 30, 2004, and the results of its operations and its cash
flows for the period from  inception  (May 5, 2004)  through June 30,  2004,  in
conformity with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company is in the development stage, is conducting its
capital formation activities, has experienced an operating loss since inception,
and its working  capital is insufficient  to meet planned  business  objectives.
These and other factors raise  substantial  doubt about the Company's ability to
continue as a going concern. Management's plans regarding these matters are also
described in Note 2 to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Davis Accounting Group P.C.

Cedar City, Utah
November 9, 2004



                                      F-17


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEET (NOTE 2)
                               AS OF JUNE 30, 2004

                                     ASSETS
                                     ------
                                                                     2004
                                                                  ----------
Current Assets:
   Prepaid expenses and other assets                              $   19,868
                                                                  ----------

               Total current assets                                   19,868
                                                                  ----------

Other Assets:
   Entertainment products in development                             347,600
                                                                  ----------

               Total other assets                                    347,600
                                                                  ----------

Total Assets                                                      $  367,468
                                                                  ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                  ----------

Current Liabilities:
   Other current liabilities                                      $     --
                                                                  ----------

               Total current liabilities                                --
                                                                  ----------

               Total liabilities                                        --
                                                                  ----------

Commitments and Contingencies

Stockholders' Equity:
   Preferred Stock, par value $.001 per share; 4,000,000 shares
               undesignated; no shares issued or outstanding            --
   Series A Preferred Stock, par value $.001 per share;
               designated 1,000,000 shares; issued and
               outstanding 1,000,000 shares                            1,000
   Common Stock, par value $.001 per share;
               authorized 50,000,000 shares; issued and
               outstanding 6,265,000 shares                            6,265
   Additional paid-in capital                                        465,335
   Accumulated other comprehensive (loss)                             (1,068)
   (Deficit) accumulated during the development stage               (104,064)
                                                                  ----------

               Total stockholders' equity                            367,468
                                                                  ----------

Total Liabilities and Stockholders' Equity                        $  367,468
                                                                  ==========


               The accompanying notes to financial statements are
                    an integral part of this balance sheet.

                                      F-18




                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE 2)
                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2004)
                              THROUGH JUNE 30, 2004

                                                                           Cumulative
                                                                              From
                                                                 2004      Inception
                                                           -----------    -----------
                                                                    
Revenues:
   Revenues                                                $      --      $      --
                                                           -----------    -----------

               Total revenues
                                                           -----------    -----------

Expenses:
   General and administrative                                  104,064        104,064
                                                           -----------    -----------

               Total general and administrative expenses       104,064        104,064
                                                           -----------    -----------

(Loss) from Operations                                        (104,064)      (104,064)

Other Income (Expense)                                            --             --

Provision for income taxes                                        --             --
                                                           -----------    -----------

Net (Loss)                                                    (104,064)      (104,064)
                                                                          -----------
Comprehensive (Loss):
   Australian currency translation                              (1,068)        (1,068)
                                                           -----------    -----------

Total Comprehensive (Loss)                                 $  (105,132)   $  (105,132)
                                                           ===========    ===========

(Loss) Per Common Share:
   (Loss) per common share - Basic and Diluted             $    (0.032)   $    (0.032)
                                                           ===========    ===========

Weighted Average Number of Common Shares
    Outstanding - Basic and Diluted                          3,224,649      3,224,649
                                                           ===========    ===========



               The accompanying notes to financial statements are
                    an integral part of this balance sheet.

                                      F-19




                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (NOTE 2)
                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2004)
                              THROUGH JUNE 30, 2004


                                                                                                            Accumulated
                                        Series A                                             Accumulated     (Deficit)
                                     Preferred Stock         Common Stock       Additional      Other        During the
                                  --------------------   --------------------    Paid-in    Comprehensive   Development
           Description              Shares     Amount      Shares     Amount     Capital       (Loss)          Stage        Totals
- -------------------------------   ---------   --------   ---------   --------   ---------   -------------   -----------   ---------
                                                                                                  
Balance - May 5, 2004                  --     $   --     1,535,000   $  1,535   $  (1,535)  $        --     $      --     $    --

Preferred and common stock
   issued for reverse merger
   with FNE Australia             1,000,000      1,000   4,500,000      4,500     342,100            --            --       347,600

Common stock issued for cash           --         --       230,000        230     114,770            --            --       115,000

Stock options issued for cash          --         --          --         --        10,000            --            --        10,000

Australian currency translation        --         --          --         --          --            (1,068)         --        (1,068)

Net (loss) for the period              --         --          --         --          --              --        (104,064)   (104,064)
                                  ---------   --------   ---------   --------   ---------   -------------   -----------   ---------

Balance - June 30, 2004           1,000,000   $  1,000   6,265,000   $  6,265   $ 465,335   $      (1,068)  $  (104,064)  $ 367,468
                                  =========   ========   =========   ========   =========   =============   ===========   =========



               The accompanying notes to financial statements are
                    an integral part of this balance sheet.

                                      F-20




                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF CASH FLOWS (NOTE 2)
                   FOR THE PERIOD FROM INCEPTION (MAY 5, 2004)
                              THROUGH JUNE 30, 2004

                                                                               Cumulative
                                                                                 From
                                                                   2004        Inception
                                                               -----------    -----------
                                                                        
Operating Activities:
   Net (loss)                                                  $  (104,064)   $  (104,064)
   Adjustments to reconcile net (loss) to net cash (used in)
     operating activities:
        Changes in net assets and liabilities-
          Prepaid expenses and other assets                        (19,868)       (19,868)
                                                               -----------    -----------

Net Cash (Used in) Operating Activities                           (123,932)      (123,932)
                                                               -----------    -----------

Financing Activities:
   Proceeds from issuance of stock options                          10,000         10,000
   Proceeds from sale of common stock                              115,000        115,000
                                                               -----------    -----------

Net Cash Provided by Financing Activities                          125,000        125,000
                                                               -----------    -----------

Effect of Exchange Rate Changes on Cash                             (1,068)        (1,068)
                                                               -----------    -----------

Net Increase (Decrease) in Cash                                       --             --

Cash - Beginning of Period                                            --             --
                                                               -----------    -----------

Cash - End of Period                                           $      --      $      --
                                                               ===========    ===========

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for:
      Interest                                                 $      --      $      --
                                                               ===========    ===========
      Income taxes                                             $      --      $      --
                                                               ===========    ===========



   During the period the Company acquired  entertainment products in development
   in the amount of $347,600 for the  issuance of  1,000,000  shares of Series A
   Preferred stock and 4,500,000 shares of Common stock, respectively.



               The accompanying notes to financial statements are
                    an integral part of this balance sheet.

                                      F-21


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004

(1)      Summary of Significant Accounting Policies

   Basis of Presentation and Organization

Friday Night  Entertainment  Corporation  ("FNE" or the  "Company")  is a Nevada
corporation  in the  development  stage of producing  motion  picture  films for
theatrical release and distribution.  The accompanying  financial  statements of
FNE were  prepared  from the accounts of the Company  under the accrual basis of
accounting in United States dollars.  In addition,  the  accompanying  financial
statements  reflect the  completion  of a reverse  merger  between  Friday Night
Entertainment  Corporation and Friday Night  Entertainment  (Australia) Pty Ltd.
("FNE Australia"), which was effected on June 10, 2004.

Prior to the completion of the reverse merger,  FNE (formerly  Lunettes,  Et Al,
Inc.) was a dormant corporation with no assets or operations  (essentially since
its incorporation date of July 31, 2001).

FNE Australia was organized as an Australian private company on May 5, 2004, and
subsequently  acquired four film scripts at historical cost from a company owned
by an officer and  director of the Company in exchange  for common stock in June
2004. FNE Australia also began  operations on May 5, 2004, and prior to June 30,
2004,  aside from the  acquisition  of the four film  scripts  described  above,
incurred  operating costs and expenses related to its organization as an entity,
accounting and tax preparation fees, consulting fees, officer's salary,  travel,
relocation, and other general and administrative expenses.

Given that FNE Australia is considered to have acquired FNE by a reverse  merger
through an Exchange  Agreement  (see Note 4) and currently has voting control of
FNE, the accompanying  financial statements present the financial position as of
June 30, 2004, and the operations for the period from the inception date (May 5,
2004) through June 30, 2004 of FNE Australia  under the name of FNE. The reverse
merger has been  recorded as a  recapitalization  of the  Company,  with the net
assets of FNE  Australia  and the Company  brought  forward at their  historical
bases.  The costs  associated  with the  reverse  merger  have been  expensed as
incurred.

   Cash and Cash Equivalents

For  purposes of  reporting  within the  statement  of cash  flows,  the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties,  and all highly liquid debt instruments  purchased with a maturity
of three months or less to be cash and cash equivalents.


                                      F-22


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


   Revenue Recognition

The Company is in the  development  stage and has yet to realize  any  revenues.
However,  the Company is in the business of producing  motion  picture films for
theatrical release and distribution.  As such, it will realize revenues from the
theatrical  distribution  of motion  pictures  when  such  motion  pictures  are
exhibited  under  variable  fee  arrangements,  or when all  terms  of  specific
licensing and distribution agreements have been met.

   Film Production and Development Costs

The Company  accounts for motion picture film production and  development  costs
under  Statement of Position 00-2,  Accounting by Producers or  Distributors  of
Films.  The Company  capitalizes  and amortizes film  production and development
costs using the individual film forecast method. Film production and development
costs are amortized to expense in the proportion  that the  exhibition  revenues
recognized  during the year bear to management's  estimate of the total revenues
expected over the life of the production.

If film scripts under  development have not been set for production within three
years, the costs associated with such items are written off to expense.

When an event or change in circumstances  indicates that the unamortized cost of
a film production exceeds the net recoverable  amount, the carrying value of the
production is written down to its net recoverable  value. The fair value of each
film  production is determined  by  management on a  title-by-title  basis using
future revenue estimates and a discounted cash flow approach.

   Impairment of Long-lived Assets

The Company  evaluates the  recoverability  of long-lived assets and the related
estimated  remaining  lives at each balance sheet date.  The Company  records an
impairment or change in useful life whenever events or changes in  circumstances
indicate that the carrying  amount may not be recoverable or the useful life has
changed.

   Loss Per Common Share

Basic loss per share is computed by dividing  the net loss  attributable  to the
common  stockholders  by the weighted  average  number of shares of common stock
outstanding during the period.  Fully diluted loss per share is computed similar
to basic loss per share except that the  denominator is increased to include the
number of  additional  common  shares  that would have been  outstanding  if the
potential common shares had been issued and if the additional common shares were
dilutive.


                                      F-23


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


   Comprehensive Income (Loss)

The Company  presents  comprehensive  income (loss) in accordance  with SFAS No.
130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 states that all items
that are required to be recognized under  accounting  standards as components of
comprehensive  income  (loss) be reported in the financial  statements.  For the
period ended June 30, 2004, the only components of comprehensive  (loss) are the
net (loss) for the period, and the foreign currency translation adjustment.

   Income Taxes

The Company  accounts for income taxes pursuant to SFAS No. 109,  Accounting for
Income Taxes ("SFAS 109").  Under SFAS 109,  deferred tax asset and  liabilities
are  determined  based on  temporary  differences  between  the bases of certain
assets and  liabilities  for income tax and financial  reporting  purposes.  The
deferred tax assets and  liabilities  are classified  according to the financial
statement   classification   of  the  assets  and  liabilities   generating  the
differences.

The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon potential likelihood of
realizing  the deferred tax asset and taking into  consideration  the  Company's
current  financial  position and results of operations  for the current  period.
Future  realization  of the  deferred  tax benefit  depends on the  existence of
sufficient  taxable income within the carryforward  period under the Federal tax
laws.

Changes in circumstances,  such as the Company generating taxable income,  could
cause a change in judgment about the  realizability  of the related deferred tax
asset.  Any change in the valuation  allowance will be included in income in the
year of the change in estimate.

   Foreign Currency Translation

The Company accounts for foreign currency  translation  pursuant to SFAS No. 52,
Foreign  Currency   Translation.   The  Company's  functional  currency  is  the
Australian  dollar. All assets and liabilities are translated into United States
dollars using the current  exchange  rate.  Revenues and expenses are translated
using the average  exchange rates  prevailing  throughout the year.  Translation
adjustments are included in other comprehensive income or loss for the period.

   Fair Value of Financial Instruments

The Company has  estimated  the fair value of  financial  instruments  using the
available market  information and valuation  methods.  Considerable  judgment is
required in estimating fair value. Accordingly,  the estimates of fair value may
not be indicative  of the amounts the Company could realize in a current  market
exchange.  As of  June  30,  2004,  the  Company  did  not  have  any  financial
instruments requiring the estimate of fair value.


                                      F-24


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


   Stock-Based Compensation

The Company uses the fair value method to account for  non-employee  stock-based
compensation  in  accordance  with  SFAS No.  123,  Accounting  for  Stock-Based
Compensation,  and FASB Emerging  Issues Task Force,  or EITF,  Issue No. 96-18,
Accounting  for Equity  Instruments  That Are Issued to Other Than Employees for
Acquiring,  or in Conjunction  with Selling,  Goods or Services.  Under the fair
value method,  all transactions in which goods or services are the consideration
received for the issuance of equity  instruments shall be accounted for based on
the fair  value of the  consideration  received  or the fair value of the equity
instruments issued, whichever is more reliably measurable.

The Company  also uses the fair value method to account for  compensation  costs
for employee stock awards.  Under the fair value method,  compensation costs for
employee  stock awards is recognized  as the excess,  if any, of the deemed fair
value for financial reporting purposes of the Company's common stock on the date
of grant over the amount an employee must pay to acquire the stock. Compensation
cost is amortized over the vesting period using an accelerated  graded method in
accordance with SFAS  Interpretation  No. 28, Accounting for Stock  Appreciation
Rights and Other Variable Stock Option or Award Plans.

   Concentration of Credit Risk

The Company has adopted SFAS No. 105,  Disclosure of Information About Financial
Instruments  with  Off-Balance   Sheet  Risk  and  Financial   Instruments  with
Concentration  of Credit  Risk  ("SFAS  105").  Under SFAS 105,  the  Company is
required to disclose  any  significant  off-balance  sheet risks and credit risk
concentrations.  As of June 30,  2004,  the  Company  did not have any  material
off-balance sheet risks or credit concentrations.

   Year End of the Company

The  operations of the Company  commenced on May 5, 2004.  As such,  the initial
fiscal  year  end  shall  be  December  31,  2004,  and for all  annual  periods
thereafter.

   Estimates

The  financial  statements  are prepared on the basis of  accounting  principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting  principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of June 30, 2004, and expenses for the period from inception (May
5, 2004) through the period then ended.  Actual  results could differ from those
estimates made by management.


                                      F-25


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


(2)      Development Stage Activities and Going Concern

The Company is a motion picture film development and distribution company in the
development  stage. As of June 30, 2004, the Company had completed  organization
and reverse merger transactions,  the acquisition of four motion picture scripts
from an officer and  director,  the  formation of a management  team,  and other
activities  related to capital formation and initial  operations.  Management of
the Company is pursuing various sources of equity financing,  and plans to raise
approximately  $5.0  million  through a best  efforts  self-underwritten  public
offering of its common  stock.  The public  offering and sale of common stock by
officers and directors of the Company will be conducted subsequent to the filing
and approval of a  Registration  Statement on Form SB-2 with the  Securities and
Exchange Commission ("SEC").  The proceeds from the public offering will be used
by the Company for the  development  and  production  of the four movie  scripts
provided by FNE Australia in the reverse merger. The Company also intends to use
proceeds  from the  public  offering  in order to acquire an option to develop a
motion picture to be called "Asphalt Beach," acquire  additional  motion picture
film scripts, and provide working capital for its operations.

While  management of the Company believes that the Company will be successful in
its capital formation and operating  activities,  there can be no assurance that
the Company  will be able to raise $5.0  million in equity  capital  through its
planned  filing with the SEC and related  activities,  or be  successful  in the
production,  development or  distribution  of motion pictures that will generate
sufficient revenues to sustain the operations of the Company.

The  accompanying  financial  statements  have been prepared in conformity  with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
incurred an  operating  loss since  inception,  and the  working  capital of the
Company is insufficient to meet its planned business objectives. These and other
factors raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  The  accompanying  financial  statements  do  not  include  any
adjustments  to reflect the possible  future effects on the  recoverability  and
classification  of assets or the amounts and  classification of liabilities that
may result  from the  possible  inability  of the Company to continue as a going
concern.

(3)      Entertainment Products in Development

Entertainment  products in  development  is  comprised of four film scripts that
were  acquired from a company owned by an officer and director of the Company at
their historical cost of development of $347,600  (allocated evenly to each film
script at a cost of $86,900  consisting  of payroll costs of $75,565 and related
payroll  taxes and  benefits of $11,335),  in exchange for common  shares of FNE
Australia.


                                      F-26


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


The four film scripts were  initially  developed  by Banksia  Entertainment  Pty
Ltd.,  a related  party (see Note 7), and  subsequently  acquired by gift by the
company owned by an officer and director of FNE as explained  above. The scripts
are in the  development  stage and are expected to be in  production  within the
next two years.

The  costs  of  development  of  the  four  film  scripts  specifically  include
historical labor costs, related payroll taxes, and statutory benefits of a staff
of five individuals including an executive producer,  creative/program director,
producer/researcher,   and  two  staff  writers.   Each  film  script   required
approximately  the same amount of time for creation by the staff. The activities
undertaken  by the  staff  for the  creation  of each of the four  film  scripts
included  initial  creation of storyline,  storyline and character  discussions,
story events and  character  analysis  discussions,  re-writes of storyline  and
character  debate,  editing of storyline  with detailed  notation,  research and
final summarization.

(4)      Common Stock Transactions

   Increase in Authorized Capital

On June 1, 2004, the Company amended its Articles of  Incorporation  to increase
the number of authorized  common shares to 50,000,000,  and to create  5,000,000
preferred  shares.  Each class of stock carries a par value of $0.001 per share.
The rights of the preferred shares are to be determined at the discretion of the
directors.

   Designation of Preferred Shares

On June 2, 2004,  the Board of  Directors  of the Company  designated  1,000,000
shares of the  Company's  authorized  stock as Series A  preferred  shares.  The
Series "A" preferred  shares are  non-participating,  but carry fifty (50) votes
per share at a general  meeting of the  stockholders.  The  remaining  4,000,000
preferred shares have not yet been designated.

   Stock Exchange Agreement

On June 10, 2004, the Company entered into a definitive Share Exchange Agreement
(the "Exchange  Agreement") with FNE Australia  whereby the Company acquired all
of the issued and  outstanding  stock of FNE Australia in exchange for 4,500,000
shares of common stock and 1,000,000  shares of Series A preferred  stock of the
Company. The shares of Series A preferred stock are non-participating,  but each
share is entitled to fifty (50) votes in a general meeting of the  stockholders.
As a result of the Exchange Agreement,  FNE Australia controls 75 percent of the
Company,  and has been deemed to have  effected a reverse  merger for  financial
reporting purposes.


                                      F-27


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


   Issuances of Stock for Cash

On June 22,  2004,  the Company  issued  150,000  shares of its common stock for
$75,000 in cash to Banksia Entertainment Pty Ltd., a related party (see Note 7).

On June 29,  2004,  the Company  issued  80,000  shares of its common  stock for
$40,000  in cash to Stuff & Bits `n Pieces Pty Ltd.,  a related  party (see Note
7).

(5)      Stock Options

On May 24, 2004, the Company issued  1,000,000 stock options (500,000 options to
each  party)  to  Fort  Street  Equity  and  Waldwick   Investments  Limited,  a
stockholder  of the Company  (see Note 10),  for the purchase of common stock of
the Company,  with each option  having the right to purchase one common share at
the greater of the market  price less a discount  of 40%, or $0.50.  The options
issued to the two parties  vested  immediately  and expire on December 31, 2005,
and were issued for $10,000 in cash  ($5,000  from each  party).  On October 30,
2004,  Fort Street Equity sold all of its options to Barr Eden Family Trust,  an
unrelated party.  Waldwick  Investments Limited  subsequently sold 50,000 of its
options to purchase  common  stock to Andrew  Banks &  Associates  Pty Ltd.,  an
unrelated  party,  and loaned the  proceeds  from the sale of the options to the
Company under the terms of a promissory note (see Note 10).

(6)      Income Taxes

The provision (benefit) for income taxes for the period ended June 30, 2004, was
as follows (using a 34 percent effective Federal income tax rate):






             [The remainder of this page intentionally left blank.]















                                      F-28


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


Current Tax Provision:
  Federal-
    Taxable income                                            $   --
                                                              --------

       Total current tax provision                            $   --
                                                              ========

Deferred Tax Provision:
  Federal-
    Loss carryforwards                                          35,382
    Change in valuation allowance                              (35,382)
                                                              --------

       Total deferred tax provision                           $   --
                                                              ========




The Company had deferred income tax assets as of June 30, 2004, as follows:

               Loss carryforwards                             $ 35,382
               Less - Valuation allowance                      (35,382)
                                                              --------

                  Total net deferred tax assets               $   --
                                                              ========

As of June 30,  2004,  the Company had net  operating  loss carry  forwards  for
income tax  reporting  purposes  of  approximately  $104,000  that may be offset
against  future  taxable  income.  Current  tax laws  limit  the  amount of loss
available to be offset against  future taxable income when a substantial  change
in ownership  occurs or a change in the nature of the business.  Therefore,  the
amount available to offset future taxable income may be limited.  No tax benefit
has been  reported  in the  financial  statements  for the  realization  of loss
carryforwards  as the  Company  believes  there  is high  probability  that  the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carry forwards are offset by a valuation allowance of the same amount.

(7)      Related Party Transactions

In May 2004,  the  Company  paid to a former  officer and  director  $10,000 for
consulting services rendered.

In June  2004,  a  company  owned by an  officer  and  director  of the  Company
transferred four film scripts in exchange for common shares of FNE Australia. In
accordance  with Staff  Accounting  Bulletin Topic 5G,  Transfers of Nonmonetary
Assets by Promoters or Shareholders,  this non-monetary exchange transaction was
recorded at the stockholder's historical cost basis, determined under accounting
principles  generally  accepted in the United States,  in the amount of $347,600
(see Note 3).

                                      F-29


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


On June 22,  2004,  the Company  issued  150,000  shares of its common stock for
$75,000 in cash to Banksia Entertainment Pty Ltd.  ("Banksia").  In addition, on
July 31, 2004,  the Company also issued an  additional  80,000  shares of common
stock for  $40,000 in cash to  Banksia.  This  entity is an  Australian  private
company  controlled  by Mr.  John  William  Lamb,  the father of an officer  and
director of the Company.

On June 29,  2004,  the Company  issued  80,000  shares of its common  stock for
$40,000 in cash to Stuff & Bits `n Pieces Pty Ltd.  This entity is an Australian
private  company  controlled by Mr.  Stewart Lamb, the brother of an officer and
director of the Company.

(8)      Recent Accounting Pronouncements

In January 2003, the FASB issued FASB  Interpretation  No. 46  Consolidation  of
Variable Interest Entities, an interpretation of ARB No. 51 ("FIN 46"). The FASB
issued a revised FIN 46 in December 2003,  which modified and clarified  various
aspects of the original  interpretations.  A Variable Interest Entity ("VIE") is
created when (i) the equity  investment at risk is not  sufficient to permit the
entity to finance  its  activities  without  additional  subordinated  financial
support  from other  parties or (ii)  equity  holders  either (a) lack direct or
indirect  ability to make decisions  about the entity,  (b) are not obligated to
absorb  expected  losses of the  entity or (c) do not have the right to  receive
expected residual returns of the entity if they occur. If an entity is deemed to
be a VIE,  pursuant  to FIN 46, an  enterprise  that  absorbs a majority  of the
expected  losses  of the VIE is  considered  the  primary  beneficiary  and must
consolidate  the VIE. For VIE's  created  before  January 31,  2003,  FIN 46 was
deferred to the end of the first interim or annual period ending after March 15,
2004.  The  adoption of FIN 46 did not have a material  impact on the  financial
position or results of operations of the Company.

In May 2003,  the FASB issued  Statement of Financial  Accounting  Standards No.
150, Accounting for Certain Financial  Instruments With  Characteristics of Both
Liabilities and Equity, ("SFAS 150"). This standard requires issuers to classify
as liabilities the following three types of freestanding  financial instruments:
(1) mandatory  redeemable financial  instruments,  (2) obligations to repurchase
the issuer's equity shares by transferring  assets; and (3) certain  obligations
to issue a variable number of shares.  The Company adopted SFAS 150 in May 2004.
The  adoption  of SFAS  150 did not  have a  material  impact  on the  financial
position or results of operations of the Company.

In December 2003, the SEC issued Staff Accounting  Bulletin No. 104 ("SAB 104"),
Revenue Recognition,  which supersedes SAB 101, Revenue Recognition in Financial
Statements.  SAB 104's  primary  purpose is to rescind the  accounting  guidance
contained  in  SAB  101  related  to  multiple  element  revenue   arrangements,
superseded  as a result of the issuance of EITF 00-21.  The Company  adopted the
provisions  of SAB 104, and it did not have a material  impact on the  financial
position or results of operations of the Company.


                                      F-30


                     FRIDAY NIGHT ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


(9)      Commitments and Contingencies

In June 2004,  FNE  entered  into a  consulting  contract  with an  officer  and
director of the Company to provide financial services through November 30, 2004,
for $20,000 per month. As of June 30, 2004, $40,000 had been paid to the officer
and director of the Company, representing payment for services for the months of
June and July 2004.  The portion of the payment  representing  services for June
2004 is presented as a component of other general and administrative expenses in
the accompanying statement of operations and comprehensive (loss). The remaining
amount is presented as prepaid expenses and other assets,  net of the effects of
foreign currency translation,  in the accompanying balance sheet. As of November
9, 2004,  the officer and director had been paid $120,000  under the  consulting
contract.

(10)     Subsequent Events

On July 31, 2004,  the Company  issued 80,000 shares of common stock for $40,000
in cash to Banksia Entertainment Pty Ltd. - a related party (see Note 7).

On October 31, 2004,  the Company  borrowed  $125,000 from Waldwick  Investments
Limited, a stockholder of the Company, under the terms of a promissory note (see
Note 5). The  promissory  note carries an interest  rate of four (4) percent per
annum,  and  all  interest  and  principal  are  due  and  payable  to  Waldwick
Investments Limited on October 31, 2009.









                                      F-31


                PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.
Our Certificate of Incorporation  and By-laws provide that we shall indemnify to
the fullest  extent  permitted  by Nevada law any person  whom we may  indemnify
thereunder,  including  our  directors,  officers,  employees  and agents.  Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances  because the
individual  met the  applicable  standard of conduct i.e.,  such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best  interest.  Advances  for such  indemnification  may be made  pending  such
determination.  Such determination  shall be made by a majority vote of a quorum
consisting of disinterested  directors,  by independent legal counsel, or by the
stockholders.  In addition,  our Certificate of  Incorporation  provides for the
elimination,  to the extent  permitted by Nevada,  of personal  liability of our
directors and our stockholders for monetary damages for breach of fiduciary duty
as directors.

We have agreed to indemnify each of our directors and certain  officers  against
certain  liabilities,  including  liabilities  under the Securities Act of 1933.
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to our  directors,  officers,  and  controlling  persons
pursuant to the provisions  described above, or otherwise,  we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than our payment of expenses
incurred  or  paid  by our  director,  officer,  or  controlling  person  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 25. Other Expenses of Issuance and Distribution.
The following  table sets forth the expenses in connection with the issuance and
distribution of the securities being registered  hereby.  All such expenses will
be borne by the registrant; none shall be borne by any selling stockholders.

Securities and Exchange
Commission registration fee                          $  1,267
Legal fees and expenses (1)                            40,000
Accounting fees and expenses (1)                       25,000
Presentations, Travel (1)                              30,000
Administration (1)                                     10,000
Miscellaneous and Printing fees (1)                    23,733
                                                     --------
Total (1)                                            $130,000
                                                     ========

- ----------------------------------
1 Estimated

Item 26. Recent Sales of Unregistered Securities.
On May 24,  2004,  we  issued  a total of  1,000,000  options,  500,000  each to
Waldwick  Investments  Limited and Fort Street Equity, Inc. Each option provides
the option  holder  the right to  purchase  one hare of our common  stock at the
greater of: (1) a 40% discount from the average  closing bid price of our common
stock on a public exchange during the 10 trading days  immediately  prior to the
exercise of the option or (2) $.50 per share.  The options can be  exercised  at
any time until  December 31,  2005.  On November 1, 2004,  Waldwick  Investments
Limited sold 50,000 options to Andrew Banks & Associates  Pty. Ltd.  Immediately
after such sale;  Andrew  Banks &  Associates  Pty.  Ltd.  exercised  the 50,000
options at a price of $0.50 and received  50,000 shares of our common stock.  On
October  30,  2004 Fort  Street  Equity Inc sold all of its options to Barr Eden
Trust


                                       33


On June 10,  2004,  we issued  4,500,000  shares of our common  stock and issued
1,000,000  shares  of our  restricted  Series  "A"  preferred  shares,  to  Clam
Entertainment  Pty Ltd., a corporation  controlled by Cameron Lamb,  our officer
and director,  in consideration  for all of the issued and outstanding  stock of
Friday Night Entertainment Pty Ltd. The issuance was valued at $.06 per share or
$347,600 in the  aggregate.  Our shares were issued in reliance on the exemption
from  registration  provided by Section 4(2) of the  Securities  Act of 1933. No
commissions  were  paid  for the  issuance  of  such  shares.  All of the  above
issuances of shares of our common stock  qualified for  exemption  under Section
4(2) of the  Securities  Act of 1933 since the issuance of such shares by us did
not involve a public offering.  Both entities were  sophisticated  investors and
had access to information  normally  provided in a prospectus  regarding us. The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering,  and number of shares offered.  We did not  undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition,  both entities had the necessary  investment  intent as required by
Section  4(2) since they agreed to and  received a share  certificate  bearing a
legend stating that such shares are restricted  pursuant to Rule 144 of the 1933
Securities  Act.  These  restrictions  ensure  that  these  shares  would not be
immediately redistributed into the market and therefore not be part of a "public
offering."  Based  on an  analysis  of  the  above  factors,  we  have  met  the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On June 22, 2004, we issued 150,000 common shares to Banksia  Entertainment  Pty
Ltd. in  consideration  for payment of $75,000.  The issuance was valued at $.50
per share or $75,000 in the aggregate. Our shares were issued in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933. No commissions were paid for the issuance of such shares. All of the above
issuances of shares of our common stock  qualified for  exemption  under Section
4(2) of the  Securities  Act of 1933 since the issuance of such shares by us did
not involve a public offering.  Both entities were  sophisticated  investors and
had access to information  normally  provided in a prospectus  regarding us. The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering,  and number of shares offered.  We did not  undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition,  both entities had the necessary  investment  intent as required by
Section  4(2) since they agreed to and  received a share  certificate  bearing a
legend stating that such shares are restricted  pursuant to Rule 144 of the 1933
Securities  Act.  These  restrictions  ensure  that  these  shares  would not be
immediately redistributed into the market and therefore not be part of a "public
offering."  Based  on an  analysis  of  the  above  factors,  we  have  met  the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On June 29, 2004, we issued 80,000 common shares to Stuff and Bits n' Pieces Pty
Ltd. in  consideration  for payment of $40,000.  The issuance was valued at $.50
per share or $40,000 in the aggregate. Our shares were issued in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933. No commissions were paid for the issuance of such shares. All of the above
issuances of shares of our common stock  qualified for  exemption  under Section
4(2) of the  Securities  Act of 1933 since the issuance of such shares by us did
not involve a public offering.  Both entities were  sophisticated  investors and
had access to information  normally  provided in a prospectus  regarding us. The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering,  and number of shares  offered.  We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition,  both entities had the necessary  investment  intent as required by
Section  4(2) since they agreed to and  received a share  certificate  bearing a
legend stating that such shares are restricted  pursuant to Rule 144 of the 1933
Securities  Act.  These  restrictions  ensure  that  these  shares  would not be
immediately redistributed into the market and therefore not be part of a "public
offering."  Based  on an  analysis  of  the  above  factors,  we  have  met  the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On July 31, 2004, we issued 80,000  common shares to Banksia  Entertainment  Pty
Ltd. In  consideration  for payment of $40,000.  The issuance was valued at $.50
per share or $40,000 in the aggregate. Our shares were issued in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933. No commissions were paid for the issuance of such shares. All of the above
issuances of shares of our common stock  qualified for  exemption  under Section
4(2) of the  Securities  Act of 1933 since the issuance of such shares by us did

                                       34


not involve a public offering.  Both entities were  sophisticated  investors and
had access to information  normally  provided in a prospectus  regarding us. The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering,  and number of shares offered.  We did not  undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition,  both entities had the necessary  investment  intent as required by
Section  4(2) since they agreed to and  received a share  certificate  bearing a
legend stating that such shares are restricted  pursuant to Rule 144 of the 1933
Securities  Act.  These  restrictions  ensure  that  these  shares  would not be
immediately redistributed into the market and therefore not be part of a "public
offering."  Based  on an  analysis  of  the  above  factors,  we  have  met  the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On November 3, 2004, we issued 50,000 common shares to Andrew Banks & Associates
Pty Ltd. in  consideration  for payment of $25,000.  The  issuance was valued at
$.50 per share or $25,000 in the  aggregate.  Our shares were issued in reliance
on the exemption  from  registration  provided by Section 4(2) of the Securities
Act of 1933. No  commissions  were paid for the issuance of such shares.  All of
the above  issuances of shares of our common stock qualified for exemption under
Section 4(2) of the  Securities Act of 1933 since the issuance of such shares by
we did not involve a public offering. Both entities were sophisticated investors
and had access to information  normally  provided in a prospectus  regarding us.
The offering  was not a "public  offering" as defined in Section 4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the offering,  and number of shares  offered.  We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition,  both entities had the necessary  investment  intent as required by
Section  4(2) since they agreed to and  received a share  certificate  bearing a
legend stating that such shares are restricted  pursuant to Rule 144 of the 1933
Securities  Act.  These  restrictions  ensure  that  these  shares  would not be
immediately redistributed into the market and therefore not be part of a "public
offering."  Based  on an  analysis  of  the  above  factors,  we  have  met  the
requirements  to qualify for exemption  under Section 4(2) of the Securities Act
of 1933 for the above transaction.

Item 27. Exhibits.

3.1    Certificate of Incorporation and Amendments (1)

3.2    Bylaws (1)

5.1    Opinion and Consent of Anslow & Jaclin, LLP

10.1   Exchange Agreement dated June 10, 2004 between us and Friday Night
       Entertainment Pty Ltd. (1)

10.2   Stock Option Agreement dated May 24, 2004 between us and Waldwick
       Investments Limited (1)

10.3   Stock Option Agreement dated May 24, 2004 between us and Fort Street
       Equity, Inc. (1)

10.4   Agreement between Barr Eden Family Trust and Fort Street Equity, Inc.

10.5   Consulting Agreement with Michael Costigan

10.6   Subscription Agreement

16.1   SF Partnership, LLP Letter on Change in Certifying Accountant

21.1   Subsidiaries (1)

23.1   Consent of Davis Accounting Group P.C., independent auditors.

24.1   Power of Attorney (included on signature page of Registration Statement)

(1)  Filed  with the  original  SB-2  filing  on August  17,  2004 (SEC File No.
     333-118305)



                                       35


Item 28. Undertakings.

(A) The undersigned Registrant hereby undertakes:

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

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

(ii)  Reflect  in the  prospectus  any facts or events  which,  individually  or
together,  represent a fundamental  change in the  information  set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  any deviation from the low or high
end of the  estimated  maximum  offering  range may be  reflected in the form of
prospectus  filed  with  the  commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration   Fee"  table  in  the  effective   registration   statement;   and

(iii)Include  any material  information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement.

(2) That for the purpose of determining  any liability  under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  therein  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

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

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors, officers, or controlling persons pursuant to
the foregoing provisions,  or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director, officer, or controlling person in connection with the securities being
registered,  the Registrant will,  unless in the opinion of its counsel that the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

(C) Undertaking Required by Regulation S-B, Item 512(f)

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or 15(d) of the  Exchange Act of 1934
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at the time  shall be  deemed  to be the
initial bona fide offering thereof.


                                       36


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Los Angeles,  State of
California, on the 21st day of December , 2004.

FRIDAY NIGHT ENTERTAINMENT CORPORATION

BY:       /s/   CAMERON LAMB
         --------------------------
         CAMERON LAMB
         Chief Executive Officer and
         Chairman of the Board of Directors



                                POWER OF ATTORNEY

The undersigned directors and officers of Friday Night Entertainment Corporation
hereby  constitute and appoint  Cameron Lamb, with full power to act without the
other and with full  power of  substitution  and  re-substitution,  our true and
lawful attorney-in-fact with full power to execute in our name and behalf in the
capacities  indicated  below any and all  amendments  (including  post-effective
amendments  and amendments  thereto) to this  registration  statement  under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection  therewith,  with the Securities and Exchange Commission
and  hereby  ratify  and  confirm  each  and  every  act  and  thing  that  such
attorney-in-fact,  or his  substitute,  shall lawfully do or cause to be done by
virtue thereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.



SIGNATURE                     TITLE                           DATE

 /s/ Cameron Lamb             Chief Executive Officer         December 21, 2004
- -----------------------       and Chairman of the Board
                              of Directors


 /s/ Michael Costigan         President and Director          December 21, 2004
- -----------------------


 /s/ Mark Pearson             Chief Accounting Officer        December 21, 2004
- -----------------------       and Director






                                       37