SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Staruni Corporation
             (Exact name of registrant as specified in its charter)


         California                                      95-2210753
         ------------                                 ----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                1642 Westwood Blvd. Los Angeles, California 90024
                -------------------------------------------------
                    (Address of principal executive offices)

                2000 Employee Benefit Plan of Staruni Corporation
                -------------------------------------------------
                            (Full title of the plan)


                      Bruce D. Stuart, 1642 Westwood Blvd.,
                          Los Angeles, California 90024

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (310) 470-9358
                                                                 --------------

<TABLE>

                                          CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
<S>                             <C>               <C>                           <C>                         <C>
Common Stock,                    4,000,000            $0.28                       $1,200,000                  $316.80
no  par value
==============================  ================  ============================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of June5,  2000, a date within five business days prior to the
         date of filing of this registration statement.

                                        1


<PAGE>



                2000 Employee Benefit Plan of Staruni Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Staruni Corporation,  a California  corporation
(the "Company"),  with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

          1.   The Company's Form 10-SB/A filed with the Securities and Exchange
               Commission on May 12, 2000.

          2.   The  description  of the Common Stock  contained in the Company's
               Form 10-SB  Registration  Statement filed on March 22, 2000 under
               the Securities  Act,  including any amendment or report filed for
               the purpose of updating such description.

Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on March 22,
2000,  and any  amendment  or report  filed for the  purpose  of  updating  such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

                                        2


<PAGE>



Item 5. Interests of Named Experts and Counsel

 Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the State of
California, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
owns, 270,000 shares of the Company's no par value common stock which represents
1.94% of the issued  and  outstanding  shares of the  Company.  The shares  were
received by Mr. Surber for services  rendered to the Company with respect to its
Section 12G filings with the Securities and Exchange Commission.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

Section 204(10) of the California General  Corporation Law allows a Corporation,
in its Articles of Incorporation,  to limit or eliminate the personal  liability
of Directors for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties as set forth in Section 309 of the
California General Corporation Laws. Provided, however, that such provisions may
not  eliminate  or limit  the  liability  of  directors  for  acts or  omissions
involving  intentional  misconduct  or a knowing and culpable  violation of law,
acts or  omissions a director  believes to be contrary to the best  interests of
the corporation or its shareholders,  transactions  wherein the director derived
an improper personal gift, acts or omissions that show a reckless  disregard for
the director's duties to the corporation or its shareholders,  acts or omissions
constituting an unexcused  pattern of inattention  amounting to an abdication of
duty.

Section   204(11)  of  the  California   General   Corporation  Law  allows  for
indemnification of a corporation's  officers and directors in certain situations
where they might otherwise  personally  incur liability,  judgments,  penalties,
fines and  expenses in  connection  with a  proceeding  or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions  referenced  above, the Company will indemnify
to the fullest  extent  permitted by its Articles and Bylaws,  and in the manner
permissible  under the laws of the State of  California,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its  discretion,  will have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason of the fact that he or she is or was an
employee of the Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification


                                        3


<PAGE>


against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
California  General  Corporation  Law set forth above and the  provisions of the
Company's Bylaws and the Company's Articles of Incorporation,  or any amendments
thereto.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  reoffered  or  resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

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

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

(b)  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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4


<PAGE>



(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act 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 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 Act and will be governed by the final adjudication of
such issue.





                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]






                                        5


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Los Angeles, California, on June 6, 2000.

                                              Staruni Corporation

                                          By:/s/ Bruce D. Stuart
                                           --------------------------------
                                             Bruce D. Stuart, as President
                                            / CEO & Director


         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 date indicated.

Signature                           Title                    Date


/s/Bruce D. Stuart
________________                 Director                    June 6, 2000
Bruce D. Stuart


/s/Mike Petrusis
_________________                Director                    June 6, 2000
Mike Petrusis













                                        6


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               REOFFER PROSPECTUS




                               Staruni Corporation
                           (A California corporation)






                                       7


<PAGE>






                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits   SEC Ref. No.   Description of Exhibit                  Numbered Pages
--------   ------------  ----------------------                   --------------
A            5, 23(b)    Opinion and consent of Counsel                  9
                         with respect to the legality of
                         the issuance of securities being
                         issued

B             23(a)      Consent of Accountant                          12

C               4        2000 Employee Benefit Plan of                  13
                         the Company

D               99       Section 10(a) Prospectus                       18











                                        8
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{"company-data": {"conformed-name": "STARUNI CORP", "cik": "0001084384", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39132", "film-number": "653860"}, "business-address": {"street1": "8501 WILSHIRE BLVD", "street2": "SUITE 320", "city": "BEVERLY HILLS", "state": "CA", "zip": "90211"}, "mail-address": {"street1": "8501 WILSHIRE BLVD, SUITE 320", "city": "BEVERLY HILLS", "state": "CA", "zip": "90211"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                               Staruni Corporation
             (Exact name of registrant as specified in its charter)

         California                                      95-2210753
         ------------                                 ----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                1642 Westwood Blvd. Los Angeles, California 90024
                -------------------------------------------------
                    (Address of principal executive offices)

                2000 Employee Benefit Plan of Staruni Corporation
                -------------------------------------------------
                            (Full title of the plan)

                      Bruce D. Stuart, 1642 Westwood Blvd.,
                          Los Angeles, California 90024

            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (310) 470-9358
                                                                 --------------

                                          CALCULATION OF REGISTRATION FEE
Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be Registered     Offering Price Per            Aggregate Offering          Registration
                                                  Share(1)                      Price                       Fee
Common Stock,                    4,000,000            $0.28                       $1,200,000                  $316.80
no  par value
==============================  ================  ============================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of June5,  2000, a date within five business days prior to the
         date of filing of this registration statement.

                                        1
2000 Employee Benefit Plan of Staruni Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Staruni Corporation,  a California  corporation
(the "Company"),  with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

          1.   The Company's Form 10-SB/A filed with the Securities and Exchange
               Commission on May 12, 2000.

          2.   The  description  of the Common Stock  contained in the Company's
               Form 10-SB  Registration  Statement filed on March 22, 2000 under
               the Securities  Act,  including any amendment or report filed for
               the purpose of updating such description.

Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The common stock of the Company being registered  pursuant to this  Registration
Statement is part of a class of  securities  registered  under Section 12 of the
Exchange  Act. A  description  of such  securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on March 22,
2000,  and any  amendment  or report  filed for the  purpose  of  updating  such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

                                        2
Item 5. Interests of Named Experts and Counsel

 Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the State of
California, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters  concerning
the registration and offering of the securities  referred to herein.  Mr. Surber
owns, 270,000 shares of the Company's no par value common stock which represents
1.94% of the issued  and  outstanding  shares of the  Company.  The shares  were
received by Mr. Surber for services  rendered to the Company with respect to its
Section 12G filings with the Securities and Exchange Commission.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

Section 204(10) of the California General  Corporation Law allows a Corporation,
in its Articles of Incorporation,  to limit or eliminate the personal  liability
of Directors for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties as set forth in Section 309 of the
California General Corporation Laws. Provided, however, that such provisions may
not  eliminate  or limit  the  liability  of  directors  for  acts or  omissions
involving  intentional  misconduct  or a knowing and culpable  violation of law,
acts or  omissions a director  believes to be contrary to the best  interests of
the corporation or its shareholders,  transactions  wherein the director derived
an improper personal gift, acts or omissions that show a reckless  disregard for
the director's duties to the corporation or its shareholders,  acts or omissions
constituting an unexcused  pattern of inattention  amounting to an abdication of
duty.

Section   204(11)  of  the  California   General   Corporation  Law  allows  for
indemnification of a corporation's  officers and directors in certain situations
where they might otherwise  personally  incur liability,  judgments,  penalties,
fines and  expenses in  connection  with a  proceeding  or lawsuit to which they
might become parties because of their position with the Company.

In accordance with the provisions  referenced  above, the Company will indemnify
to the fullest  extent  permitted by its Articles and Bylaws,  and in the manner
permissible  under the laws of the State of  California,  any  person  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil, administrative or investigative,  by reason of the fact that he is or was
a  director  or  officer  of the  Company,  or served  any other  enterprise  as
director,  officer  or  employee  at the  request of the  Company.  The Board of
Directors,  in its  discretion,  will have the power on behalf of the Company to
indemnify  any person,  other than a director  or  officer,  made a party to any
action,  suit or  proceeding  by  reason of the fact that he or she is or was an
employee of the Company.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification

                                        3
against  such  liabilities  ( other than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification  provisions  and is limited by  reference to the Sections of the
California  General  Corporation  Law set forth above and the  provisions of the
Company's Bylaws and the Company's Articles of Incorporation,  or any amendments
thereto.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  reoffered  or  resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

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

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

(b)  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 Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act 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 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 Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Los Angeles, California, on June 6, 2000.

                                              Staruni Corporation

                                          By:/s/ Bruce D. Stuart
                                           --------------------------------
                                             Bruce D. Stuart, as President
                                            / CEO & Director

         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 date indicated.

Signature                           Title                    Date

/s/Bruce D. Stuart
________________                 Director                    June 6, 2000
Bruce D. Stuart

/s/Mike Petrusis
_________________                Director                    June 6, 2000
Mike Petrusis

                                        6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               REOFFER PROSPECTUS

                               Staruni Corporation
                           (A California corporation)

                                       7
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits   SEC Ref. No.   Description of Exhibit                  Numbered Pages
--------   ------------  ----------------------                   --------------
A            5, 23(b)    Opinion and consent of Counsel                  9
                         with respect to the legality of
                         the issuance of securities being
                         issued

B             23(a)      Consent of Accountant                          12

C               4        2000 Employee Benefit Plan of                  13
                         the Company

D               99       Section 10(a) Prospectus                       18

                                        8