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)

                1999 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,                    465,000            $0.28                        $130,200                    $34.78
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 June 5, 2000, a date within five business days prior to the
         date of filing of this registration statement.

                                EXPLANATORY NOTE

The Company  entered  into a Fee  Agreement  for  Services , attached  hereto as
exhibit C, which  authorized the issuance of 300,000 shares,  issued pursuant to
the Employee Benefit Plan of Staruni  Corporation dated March 15, 1999, that the
Company is registering in this S-8 registration statement. The Fee Agreement for
Services  provided  for the  issuance  of  300,000  shares  of  common  stock as
compensation   for  services   rendered  to  the  Company  in  conjunction  with
registration  of the Company under Section 12(g) of the  Securities Act of 1934.
The  remaining  165,000  shares,  that the  Company is  registering  in this S-8
registration  statement,  were  issued to  officers  of the  Company  as bonuses
pursuant to the Company's 1999 Employee Benefit Plan.

                                       -1-


<PAGE>




                              Reoffering Prospectus
                               Staruni Corporation
                1642 Westwood Blvd. Los Angeles, California 90024
                            Telephone (310) 470-9358

                                   June 6, 2000

                           465,000 SHARES COMMON STOCK

The  shares  of  common  stock,  no par  value,  of  Staruni  Corporation  ("the
"Company")  offered  hereby (the "Shares") will be sold from time to time by the
individuals listed under the Selling  Shareholders section of this document (the
"Selling  Shareholders").  The Selling Shareholders acquired the Shares pursuant
to the Company's Employee Benefit Plan (the "Plan") as employee bonuses (165,000
shares) and for legal and consulting  services (300,000 shares) that the Selling
Shareholders provided to the Company.

 The sales may occur in  transactions  on the Nasdaq  over-the-counter  bulletin
board market at prevailing  market  prices,  in block  transactions  with market
makers,  or in negotiated  transactions.  The Company will not receive  proceeds
from any of the sale of the  Shares.  The  Company  is paying  for the  expenses
incurred in registering the Shares.

The Shares are  "restricted  securities"  under the  Securities Act of 1933 (the
"1933  Act")  before  their  sale  under the  Reoffer  Prospectus.  The  Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future  sales by the  Selling  Shareholders  to the public
through  compliance  with Rule 144(e).  To the  knowledge  of the  Company,  the
Selling  Shareholders  have no  arrangement at this time with any brokerage firm
for the sale of the Shares.  However,  the  shareholders may at some future time
arrange for block  transactions with a Broker-Dealer.  The Selling  Shareholders
may be deemed to be an  "underwriter"  within the  meaning of the 1933 Act.  Any
commissions  received by a broker or dealer in  connection  with  resales of the
Shares may be deemed to be underwriting  commissions or discounts under the 1933
Act.

The Company's  common stock is currently  traded on the Nasdaq  Over-the-Counter
Bulletin Board under the symbol "SRUN."

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 5. Certain statements contained in this Prospectus, including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives,  expectations and
intentions.  In evaluating  these  statements,  you should  consider the various
factors  identified in "Risk Factors" section contained  herein,  which identify
important  considerations  that could cause actual results to differ  materially
from those contained in the  forward-looking  statements.  Such  forward-looking
statements   speak  only  as  of  the  date  the  statement  is  made,  and  the
forward-looking   information  and  statements  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR

                                       -2-


<PAGE>



DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                EXPLANATORY NOTE

This  Reoffer  Prospectus  is being filed by Staruni  Corporation,  a California
Corporation  (the  "Company")  in  conjunction  with the  Company's  filing of a
Registration  Statement on Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"),  registering  300,000 shares of the Company's common stock, no
par value,  which were issued to certain  selling  shareholders  pursuant to the
Company's Employee Benefit Plans (the "Plans"). Under cover of the Form S-8 is a
Reoffer  Prospectus  that the Company has prepared in accordance  with Part I of
Form S-3 under the 1933 Act, as per General Instruction C(1)(a) of Form S-8. The
Reoffer  Prospectus may be utilized for reofferings and resales of up to 465,000
shares of common stock acquired by the selling shareholders.

TABLE OF CONTENTS

Available Information .........................................................3
Incorporation of Certain Information by Reference .............................4
Risk Factors ..................................................................4
Use of Proceeds ...............................................................8
Selling Security Holders ......................................................8
Plan of Distribution ..........................................................9
Interest of Named Experts and Counsel .........................................9
Legal Matters .................................................................9
Experts .......................................................................9
Signatures ...................................................................14


The  date of this  Prospectus  is June 6,  2000.  You  should  only  rely on the
information  incorporated by reference or provided in this Reoffer Prospectus or
any supplement. We have not authorized anyone else to provide you with different
information.  The common stock is not being offered in any state where the offer
is not  permitted.  You should not assume that the  information  in this Reoffer
Prospectus  or any  supplement is accurate as of any date other than the date on
the front of this Reoffer Prospectus.

AVAILABLE INFORMATION

The  Company is  subject  to the  informational  requirement  of the  Securities
Exchange  Act of  1934  as  amended,  (the  "Exchange  Act")  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission.  The Company  has filed all reports  required of it for at least the
twelve months preceding this filing. Such reports,  proxy statements,  and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained by the Securities and Exchange Commission (the
"Commission")  in Washington D.C. at 450 Fifth Street,  N.W.,  20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228,

                                       -3-


<PAGE>



Chicago,  Illinois,  60604;  and at 410  Seventeenth  Street,  Suite 700, Denver
Colorado  80202.  Copies of these  materials  can be  obtained  from the  Public
Reference Section of the Commission,  450 Fifth Street,  N.W.  Washington,  D.C.
20549, at prescribed  rates.  The Commission  maintains a Web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
issuers that file  electronically  with the  Commission.  Information  about the
Company  is  also  available  on the  Internet  at  the  Commission's  Web  site
http://www.sec.gov in the EDGAR Database.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following  documents  that the Company filed with the  Commission are hereby
incorporated by reference into this Prospectus:

          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.

All documents that the Company  subsequently files with the Commission  pursuant
to  Sections  13(a),  13(c),  14 or  15(d)  of the  Exchange  Act,  prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

The Company will provide,  without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such information may be directed to the Company's CEO, Mr. Bruce D.
Stuart, at 1642 Westwood Blvd., Los Angeles, California 90024.

                                  RISK FACTORS

The Shares  offered  hereby are  speculative  and involve a high degree of risk.
Accordingly, in analyzing this offering,  prospective investors should carefully
consider the following factors, among others,  relating to the Company.  Readers
are urged to carefully  review and consider the various  disclosures made by the
Company in this Prospectus and in the Company's other Reports filed with the SEC
that  attempt to advise  interested  parties of the risks and  factors  that may
affect the Company's business.

Nature of the  Company's  Business.  The  nature of the  Company's  business  is
inherently risky. The Company, is a developmental company engaged in business as
an Internet web developer and Internet Service Provider  ("ISP").  The Company's
main offices are located in Los Angeles, California. The Company provides a wide
array of Internet services tailored to meet the needs of individual and business
customers,  including customers with little or no online experience. The Company
does  business  mainly in  southern  California.  The Company  operates  its ISP
business  through  its   Cyberhotline   Division,   and  advertises   itself  as
Cyberhotline.

The  Company  provides  a number  of  value-added  services,  such as  dedicated
high-speed access, news access, Web hosting and server co-location.  The Company
plans to evaluate and develop potential new value-added services,  and will seek
to leverage its current sales,  marketing and network capabilities in an attempt
to create additional revenue opportunities.

                                       -4-


<PAGE>



Limited  Operating  History.  The Company has been in operation for a relatively
short period of time. The Company's future prospects are based upon an extremely
limited  operating  history.  A  potential  investor  should  consider  that the
Company's  prospects  are  subject  to the  risks,  expenses  and  uncertainties
frequently encountered by companies in the early stage of development in new and
rapidly  evolving  markets.  As of March 31, 2000 the Company had an accumulated
deficit of $503,255.  Although the Company has  experienced a growth in revenues
in recent  months,  there can be no assurance  that the Company's  revenues will
continue to increase. The Company has not achieved profitability to date, and it
is  anticipated  that the  Company  will  continue  to incur net  losses for the
foreseeable  future.  The Company expects to increase  operating  expenses in an
attempt to expand sales and marketing  operations and to continue to develop and
extend its Internet related  services.  If these expenses exceed  revenues,  the
business of the Company could be materially and adversely affected.

The extremely  limited operating history of the Company and the uncertain nature
of the markets addressed by the Company make the prediction of future results of
operations  difficult or impossible.  Therefore our recent revenue growth should
not be taken as  indicative of the rate of revenue  growth,  if any, that can be
expected in the future. The Company believes that  period-to-period  comparisons
of the Company's  results of operations  are not  necessarily  meaningful and an
investor  should  not rely on the  results  for any period as an  indication  of
future performance.

Future Capital Needs.  To date the Company has relied mostly on private  funding
from the sale of restricted shares of common stock of the Company and short term
borrowing to fund  operations.  To date the Company has generated little revenue
and has extremely  limited cash liquidity and capital  resources.  The Company's
future capital requirements will depend on many factors, including the Company's
ability to market its services successfully,  its cash flow from operations, and
competing market  developments.  The Company's business plan requires additional
funding  beyond the proceeds  previously  generated  from the sale of restricted
common stock. Consequently, although the Company currently has no specific plans
or  arrangements  for  financing,  it intends  to raise  funds  through  private
placements,  public offerings or other  financings.  Any equity financings would
result in dilution to then existing shareholders.  Additionally, sources of debt
financing may result in higher interest  expense.  Any financing,  if available,
may be on terms unfavorable to the Company.  If adequate funds are not obtained,
the  Company  may be  required  to reduce or  curtail  operations.  The  Company
currently anticipates that its existing capital resources may not be adequate to
satisfy its current  operating  expenses and capital  requirements  for the next
full  fiscal  year.  Consequently,  the  Company  may have to secure  additional
financing in order to develop its business plan.

Competition.  The market for the provision of Internet  access to individuals is
extremely  competitive and highly fragmented.  There are no substantial barriers
to entry,  and the Company expects that  competition will continue to intensify.
The Company believes that the primary competitive factors determining success in
this  market  are a  reputation  for  reliability  and  service,  access  speed,
effective customer support,  pricing,  creative marketing,  easy-to-use software
and  geographic  coverage.   Other  important  factors  include  the  timing  of
introductions  of new products  and  services and industry and general  economic
trends.  There can be no  assurance  that the  Company  will be able to  compete
successfully against current or future competitors or that competitive pressures
faced  by the  Company  will  not  materially  adversely  affect  its  business,
financial condition and results of operations.

The Company's current and prospective  competitors  include many large companies
that have  substantially  greater  market  presence  and  financial,  technical,
marketing and other resources than the Company.  The Company currently  competes
or expects to compete with the following types of Internet access providers: (i)

                                       -5-


<PAGE>



national commercial providers, such as Verio, Inc., Mindspring Enterprises, Inc.
and  EarthLink  Network,  Inc.;  (ii)  numerous  regional  and local  commercial
providers,  which vary widely in quality,  service offerings and pricing such as
Website Services,  Inc. and PDQ Net, Inc.; (iii)  established  online commercial
information  service  providers,  such as America  Online,  Inc.;  (iv) computer
hardware and  software and other  technology  companies,  such as  International
Business Machines Corporation,  Microsoft Corp. and Gateway,  Inc.; (v) national
telecommunications   providers,   such  as  AT&T,   MCI,   Sprint  and   WinStar
Communications,  Inc.; (vi) regional  telecommunications  providers, such as SBC
Communications  and  IXC   Communications;   (vii)  cable  operators,   such  as
Tele-Communications,  Inc., Time Warner, Inc., TCA Cable, Inc. and Marcus Cable,
Inc.; (viii) wireless communications  companies;  (ix) satellite companies;  and
(x) nonprofit or educational  Internet access providers;  (xi) Free access ISP's
such as Netzero,  Freeinet and Alta Vista.  The Company has  recently  announced
plans to implement a free access, ad-supported ISP in the year 2000. It has also
announced  plans to  implement a free high speed DSL  Service,  also in the year
2000.

There are more than 4,000 national,  regional and local ISPs. Some of these ISPs
have chosen to focus on business customers, others on individual customers. Most
national  ISPs  have made a major  investment  in a  network  infrastructure  in
anticipation of future high subscriber  growth. As a result,  many national ISPs
have  been  experiencing  an  extended  period of losses as they work to build a
profitable base of customers in each of the many markets they serve. In addition
to such losses,  some national ISPs are exposed to a high level of technological
obsolescence  risk as Internet  access  technology  continues to evolve.  At the
other end of the spectrum,  many regional and local ISPs, including the Company,
which have a much lower  investment  in a network  infrastructure,  may lack the
necessary  marketing  skills  and  resources  necessary  to  build a  sufficient
customer base to allow the Company to operate profitably.

Although the Company  believes that it has the human and technical  resources to
pursue its business  strategy  and to compete  effectively  in this  competitive
environment,  its success  will depend on its  continued  ability to  profitably
provide high quality,  high value  Internet  services at prices and with service
generally  competitive with or better than that of our competitors.  The Company
expects to encounter  continued  competition from major local and national ISPs.
The Company may be subject to additional  competition  due to the development of
new technologies and increased  availability of local and national ISP services.
A continuing  trend toward business  combinations  and alliances in the Internet
industry  may create  significant  new  competitors,  which may have  financial,
personnel and other resources  significantly  greater than those of the Company.
The Company  cannot  predict which of many possible  future  product and service
offerings  will be  important  to  maintain  its  competitive  position  or what
expenditures will be required to develop and provide such products and services.
The market for ISP services is relatively new, intensely competitive and rapidly
changing. Since the advent of commercial services on the Internet, the number of
ISPs and  online  services  competing  for user's  attention  and  spending  has
proliferated  because  of,  among  other  reasons,  the  absence of  substantial
barriers  to  entry,  and the  Company  expects  competition  will  continue  to
intensify.

The Company can make no  representations or assurances that its business will be
successful,  that  its  market  share  will  increase,  that  there  will not be
increased  competition  or that its attempts to grow its  business  will ever be
realized due to the intensity of competition.

Concentration  of Stock Ownership.  As of March 31, 2000, the present  directors
and executive officers of the Company  beneficially owned approximately 20.8% of
the Company's  outstanding  common stock.  As a result of their  ownership,  the
directors and executive officers are able to significantly influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This


                                       -6-


<PAGE>



concentration  of ownership may also have the effect of delaying or preventing a
change of control of the Company.

Maintenance  of  Customer  Base.  The  Company's  customers  are not  obliged to
continue to purchase services from the Company on any long-term basis. There can
be no assurance  that  customers  will continue to buy services from the Company
over any extended period of time. In the event that a significant portion of the
Company's  customers decided to purchase services from other service  providers,
there can be no assurance that the Company would be able to replace its customer
base from other sources.  Loss of a significant  portion of our customers  would
have a material  adverse  affect on our  results  of  operations  and  financial
condition.

Government  Regulation.  The Company is subject to the same  federal,  state and
local laws as other companies conducting business on the Internet.  Today, there
are relatively few laws specifically  directed toward online services.  However,
due to the increasing popularity and use of the Internet and online services, it
is  possible  that laws and  regulations  may be  adopted  with  respect  to the
Internet or online services.  These laws and regulations could cover issues such
as online  contracts,  user  privacy,  freedom of  expression,  pricing,  fraud,
content  and  quality  of  products   and   services,   taxation,   advertising,
intellectual  property rights and  information  security.  Applicability  to the
Internet  of  existing  laws  governing  issues  such  as  property   ownership,
copyrights and other intellectual property issues,  taxation,  libel,  obscenity
and personal  privacy are uncertain.  Several  states have proposed  legislation
that  would  limit the uses of  personal  user  information  gathered  online or
require online services to establish  privacy  policies.  One or more states may
attempt to impose such regulations  upon the Company in the future,  which could
possibly harm the Company's business.

The Federal Trade  Commission  has recently  begun a proceeding  with one online
service  regarding the manner in which  personal  information  is collected from
users and provided to third parties.  Changes to existing laws or the passage of
new laws  intended to address  such  issues  could  possibly  affect the way the
Company does business or might create uncertainty in the marketplace. This could
reduce  demand for the services of the Company or possibly  increase the cost of
doing  business as a result of litigation  costs or increased  service  delivery
costs, or might otherwise harm the Company's business.

Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet.
Such new laws or regulations may cover issues such as content, privacy, pricing,
encryption  standards,  consumer  protection,   electronic  commerce,  taxation,
copyright  infringement  and other  intellectual  property  issues.  The Company
cannot  predict  the  impact,  if any,  that any  future  regulatory  changes or
development  may  have on its  business,  financial  condition  and  results  of
operations.  Changes in the  regulatory  environment  relating  to the  Internet
access industry, including regulatory changes that directly or indirectly affect
telecommunication  costs or increase the likelihood or scope of competition from
regional telephone companies or others,  could have a material adverse effect on
the Company's business, financial condition and results of operations.

Adverse  Effect of Rapid  Technological  Change and  Service.  The  computer and
Internet industry has been characterized by rapid technological change, frequent
new service introductions and evolving industry standards.  The Company believes
its future success will depend on its ability to anticipate  such changes and to
offer  services on a timely basis that will meet those  evolving  standards  and
needs. There can be no assurance that the Company will have sufficient resources
to make  necessary  investments  or to introduce  new products or services  that
would satisfy an expanding range of user needs.

                                       -7-


<PAGE>



Volatility  of Stock Price.  The market price for shares of the Common Stock has
varied  significantly  and may be volatile  depending on news  announcements  or
changes  in  general  market  conditions.  In  particular,  news  announcements,
quarterly  results  of  operations,  competitive  developments,   litigation  or
governmental  regulatory  action  impacting the Company may adversely affect the
Common  Stock price.  In addition,  because the number of shares of Common Stock
held by the public is  relatively  small,  the sale of a  substantial  number of
shares of the Common Stock in a short period of time could adversely  affect the
market price of the Common Stock.

No Dividends.  The Company has never paid cash dividends on its Common Stock and
does not anticipate  paying cash dividends on its Common Stock in the next year.
The Company plans on paying dividends as it becomes more  profitable,  but until
this occurs, the Company's Common Stock is not a suitable investment for persons
requiring current income.

Dependence on Management.  The Company is  substantially  dependent upon two key
individuals within its management,  Bruce D. Stuart, and Mike Petrusis. The loss
of the services of either one of these individuals could have a material adverse
impact upon the Company.  The Company believes it will have a need in the future
for  additional  qualified  management  and  marketing  personnel.  The  Company
believes  its future  success  will  depend in part upon its ability to attract,
retain and motivate  qualified  personnel.  There can be no  assurance  that the
Company  will  be  successful  in  attracting  and  retaining  such   personnel.
Competition for such personnel is intense.

Limited Market for Stock.  The Company's  stock is presently  trading on the OTC
bulletin board maintained by Nasdaq under the symbol SRUN.  Nevertheless,  there
has been limited  volume in trading in the public  market for the common  stock,
and there can be no assurance  that a more active trading market will develop or
be  sustained.  The market  price of the shares of common  stock is likely to be
highly  volatile  and  may  be   significantly   affected  by  factors  such  as
fluctuations  in  our  operating   results,   announcements   of   technological
innovations  or  new  products  and/or  services  by  us  or  our   competitors,
governmental regulatory action,  developments with respect to proprietary rights
and general market conditions.

Conflicts  of  Interest.  Our  officers  and  directors  may have  conflicts  of
interest. Officers and directors of the Company may in the future participate in
business  ventures  which could be deemed to compete  directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the  Company's  officers or directors are involved in
the management of any firm with which the Company transacts business.

USE OF PROCEEDS

The  Company  will not receive  any of the  proceeds  form the sale of shares of
common stock by the Selling Shareholders.

SELLING SECURITY HOLDERS

The Shares of the  Company to which this  Reoffer  Prospectus  relates are being
registered  for reoffers and resales by the Selling  Shareholders,  who acquired
the Shares pursuant to the Company's Stock Benefit Plan for legal

                                       -8-


<PAGE>



and consulting services they provided to the Company.  The Selling  Shareholders
may  resell  all,  a  portion  or none of such  Shares  from  time to time.  The
shareholders  selling shares under this  registration  reserve the sole right to
accept or reject, in whole or in part, any proposed sale of shares.

The table below sets forth with respect to the Selling Shareholders,  based upon
information  available  to the Company as of June 5, 2000,  the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and  percent  of  outstanding  Shares  that will be owned  after the sale of the
registered Shares assuming the sale of all of the registered Shares.

<TABLE>
<CAPTION>

Selling                  Number of Shares         Number of Shares        Number of Shares         Percentage of
Shareholders             Owned Before Sale        Registered by           Owned After Sale         Shares Owned after
                                                  Prospectus                                       Sale
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Richard D. Surber             270,000                  270,000                       0                  0%
Edward T. Wells                20,000                   20,000                       0                  0%
Allan Merrill                   5,000                    5,000                       0                  0%
Julianne Piirala                5,000                    5,000                       0                  0%
Bruce Stuart                2,374,444                  140,000               2,234,444                 16%
Mike Petrusis                 685,000                   25,000                 660,000                4.7%
</TABLE>

The  Corporation's  common  stock  trades on the NASD  OTC:BB  under the  symbol
"SRUN", the closing price per share of the common stock was reported as $0.28 on
June 5, 2000.

PLAN OF DISTRIBUTION

The Selling  Shareholders  may sell the Shares for value from time to time under
this Reoffer  Prospectus  on one or more  transactions  on the  Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in a  negotiated
transaction  or in a  combination  of such  methods  of sale,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices  or at  prices  otherwise  negotiated.  Such  sales  may be made  through
Broker-Dealers,  Agents or directly to one or more purchasers.  Such sales shall
be in  compliance  with all of the  requirements  of Rule  144(e).  The  Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the  purchasers  of the Shares  for whom such  broker-dealers  may act as
agent  (which   compensation  may  be  less  than  or  in  excess  of  customary
commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters  within the meaning
of Section 2(11) of the 1933 Act, and any  commissions  received by them and any
profit  on the  resale  of  the  Shares  owned  by  them  may  be  deemed  to be
underwriting discounts and

                                       -9-


<PAGE>



commissions  under the 1933 Act. All selling and other expenses  incurred by the
Selling  Shareholders  will be borne by the  Selling  Shareholders.  There is no
assurance  that the  Selling  Shareholders  will sell all or any  portion of the
Shares  offered.  The  Company  will pay all  expenses in  connection  with this
offering  and will not  receive  any  proceeds  from  sale of any  shares by the
Selling Shareholders.

INTEREST OF NAMED EXPERTS AND COUNSEL

Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the  State of
California, and a selling shareholder herein, 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,  and is  offering  for sale
pursuant to this reoffering  prospectus,  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  filings  with the  Securities  and  Exchange
Commission.

LEGAL MATTERS

The  validity  of the Common  Stock  offered  hereby will be passed upon for the
Company by Richard D. Surber,  Attorney at Law. Mr. Surber holds 270,000  shares
of the Company's  Common Stock.  Co- employees of Mr. Surber  currently  hold an
additional 30,000 shares of the Company's Common Stock.

 EXPERTS

The Audited financial statements for the years ended September 30, 1999 and 1998
unaudited financial  statements for the periods ended March 31, 2000 and 1999 of
Staruni  Corporation,  have been  incorporated by reference in this Registration
Statement  from the Form 10-SB/A filed May 12, 2000 in reliance on the report of
Sellers & Associates,  independent  accountants,  given on the authority of that
firm as experts in accounting and auditing.

                                     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:

                                      -10-


<PAGE>



          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.")

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

                                      -11-


<PAGE>



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
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

Shares have  previously  been issued to employees,  consultants and attorneys of
the Company under the  provisions of the Company's  1999 Employee  Benefit Plan,
which  shares  are  "restricted  securities"  as that  term is  defined  in Rule
144(a)(3). The shares were issued for bona fide services rendered to the Company
which  services  did not  involve the sale or offer of  securities  in a capital
raising transaction,  and did not involve, directly or indirectly, the promotion
of or  maintenance  of a market for the  Company's  securities.  The shares were
issued pursuant to Rule 701 of Regulation D under the Securities Act of 1933.

These  restricted  securities  may be  re-offered  or resold in the  future,  as
allowed by Rule 415, pursuant to this S-8 registration statement.

                                      -12-


<PAGE>



Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 15.

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.

(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.

                                      -13-


<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

By: /S/Bruce D. Stuart             Director                     June 6, 2000
----------------------
Bruce D. Stuart



By: /S/Mike Petrusis                 Director                   June 6, 2000
----------------------
Mike Petrusis




















                                      -14-


<PAGE>




                       INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits  SEC Ref. No.    Description of Exhibit                 Numbered Pages
--------  ------------    ----------------------                 --------------
A           5, 23(b)     Opinion and consent of Counsel               16
                         with respect to the legality of
                         the issuance of securities being
                         issued

B            23(a)       Consent of Accountant                        19

C              10        Fee Agreement for Services                   20

D              10        1999 Employee Benefit Plan                   22



                                       15
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 49009}]
{"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": "333-39094", "film-number": "653658"}, "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)

                1999 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,                    465,000            $0.28                        $130,200                    $34.78
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 June 5, 2000, a date within five business days prior to the
         date of filing of this registration statement.

                                EXPLANATORY NOTE

The Company  entered  into a Fee  Agreement  for  Services , attached  hereto as
exhibit C, which  authorized the issuance of 300,000 shares,  issued pursuant to
the Employee Benefit Plan of Staruni  Corporation dated March 15, 1999, that the
Company is registering in this S-8 registration statement. The Fee Agreement for
Services  provided  for the  issuance  of  300,000  shares  of  common  stock as
compensation   for  services   rendered  to  the  Company  in  conjunction  with
registration  of the Company under Section 12(g) of the  Securities Act of 1934.
The  remaining  165,000  shares,  that the  Company is  registering  in this S-8
registration  statement,  were  issued to  officers  of the  Company  as bonuses
pursuant to the Company's 1999 Employee Benefit Plan.

                                       -1-
Reoffering Prospectus
                               Staruni Corporation
                1642 Westwood Blvd. Los Angeles, California 90024
                            Telephone (310) 470-9358

                                   June 6, 2000

                           465,000 SHARES COMMON STOCK

The  shares  of  common  stock,  no par  value,  of  Staruni  Corporation  ("the
"Company")  offered  hereby (the "Shares") will be sold from time to time by the
individuals listed under the Selling  Shareholders section of this document (the
"Selling  Shareholders").  The Selling Shareholders acquired the Shares pursuant
to the Company's Employee Benefit Plan (the "Plan") as employee bonuses (165,000
shares) and for legal and consulting  services (300,000 shares) that the Selling
Shareholders provided to the Company.

 The sales may occur in  transactions  on the Nasdaq  over-the-counter  bulletin
board market at prevailing  market  prices,  in block  transactions  with market
makers,  or in negotiated  transactions.  The Company will not receive  proceeds
from any of the sale of the  Shares.  The  Company  is paying  for the  expenses
incurred in registering the Shares.

The Shares are  "restricted  securities"  under the  Securities Act of 1933 (the
"1933  Act")  before  their  sale  under the  Reoffer  Prospectus.  The  Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future  sales by the  Selling  Shareholders  to the public
through  compliance  with Rule 144(e).  To the  knowledge  of the  Company,  the
Selling  Shareholders  have no  arrangement at this time with any brokerage firm
for the sale of the Shares.  However,  the  shareholders may at some future time
arrange for block  transactions with a Broker-Dealer.  The Selling  Shareholders
may be deemed to be an  "underwriter"  within the  meaning of the 1933 Act.  Any
commissions  received by a broker or dealer in  connection  with  resales of the
Shares may be deemed to be underwriting  commissions or discounts under the 1933
Act.

The Company's  common stock is currently  traded on the Nasdaq  Over-the-Counter
Bulletin Board under the symbol "SRUN."

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 5. Certain statements contained in this Prospectus, including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives,  expectations and
intentions.  In evaluating  these  statements,  you should  consider the various
factors  identified in "Risk Factors" section contained  herein,  which identify
important  considerations  that could cause actual results to differ  materially
from those contained in the  forward-looking  statements.  Such  forward-looking
statements   speak  only  as  of  the  date  the  statement  is  made,  and  the
forward-looking   information  and  statements  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR

                                       -2-
DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                EXPLANATORY NOTE

This  Reoffer  Prospectus  is being filed by Staruni  Corporation,  a California
Corporation  (the  "Company")  in  conjunction  with the  Company's  filing of a
Registration  Statement on Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"),  registering  300,000 shares of the Company's common stock, no
par value,  which were issued to certain  selling  shareholders  pursuant to the
Company's Employee Benefit Plans (the "Plans"). Under cover of the Form S-8 is a
Reoffer  Prospectus  that the Company has prepared in accordance  with Part I of
Form S-3 under the 1933 Act, as per General Instruction C(1)(a) of Form S-8. The
Reoffer  Prospectus may be utilized for reofferings and resales of up to 465,000
shares of common stock acquired by the selling shareholders.

TABLE OF CONTENTS

Available Information .........................................................3
Incorporation of Certain Information by Reference .............................4
Risk Factors ..................................................................4
Use of Proceeds ...............................................................8
Selling Security Holders ......................................................8
Plan of Distribution ..........................................................9
Interest of Named Experts and Counsel .........................................9
Legal Matters .................................................................9
Experts .......................................................................9
Signatures ...................................................................14

The  date of this  Prospectus  is June 6,  2000.  You  should  only  rely on the
information  incorporated by reference or provided in this Reoffer Prospectus or
any supplement. We have not authorized anyone else to provide you with different
information.  The common stock is not being offered in any state where the offer
is not  permitted.  You should not assume that the  information  in this Reoffer
Prospectus  or any  supplement is accurate as of any date other than the date on
the front of this Reoffer Prospectus.

AVAILABLE INFORMATION

The  Company is  subject  to the  informational  requirement  of the  Securities
Exchange  Act of  1934  as  amended,  (the  "Exchange  Act")  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission.  The Company  has filed all reports  required of it for at least the
twelve months preceding this filing. Such reports,  proxy statements,  and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained by the Securities and Exchange Commission (the
"Commission")  in Washington D.C. at 450 Fifth Street,  N.W.,  20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228,

                                       -3-
Chicago,  Illinois,  60604;  and at 410  Seventeenth  Street,  Suite 700, Denver
Colorado  80202.  Copies of these  materials  can be  obtained  from the  Public
Reference Section of the Commission,  450 Fifth Street,  N.W.  Washington,  D.C.
20549, at prescribed  rates.  The Commission  maintains a Web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
issuers that file  electronically  with the  Commission.  Information  about the
Company  is  also  available  on the  Internet  at  the  Commission's  Web  site
http://www.sec.gov in the EDGAR Database.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following  documents  that the Company filed with the  Commission are hereby
incorporated by reference into this Prospectus:

          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.

All documents that the Company  subsequently files with the Commission  pursuant
to  Sections  13(a),  13(c),  14 or  15(d)  of the  Exchange  Act,  prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

The Company will provide,  without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such information may be directed to the Company's CEO, Mr. Bruce D.
Stuart, at 1642 Westwood Blvd., Los Angeles, California 90024.

                                  RISK FACTORS

The Shares  offered  hereby are  speculative  and involve a high degree of risk.
Accordingly, in analyzing this offering,  prospective investors should carefully
consider the following factors, among others,  relating to the Company.  Readers
are urged to carefully  review and consider the various  disclosures made by the
Company in this Prospectus and in the Company's other Reports filed with the SEC
that  attempt to advise  interested  parties of the risks and  factors  that may
affect the Company's business.

Nature of the  Company's  Business.  The  nature of the  Company's  business  is
inherently risky. The Company, is a developmental company engaged in business as
an Internet web developer and Internet Service Provider  ("ISP").  The Company's
main offices are located in Los Angeles, California. The Company provides a wide
array of Internet services tailored to meet the needs of individual and business
customers,  including customers with little or no online experience. The Company
does  business  mainly in  southern  California.  The Company  operates  its ISP
business  through  its   Cyberhotline   Division,   and  advertises   itself  as
Cyberhotline.

The  Company  provides  a number  of  value-added  services,  such as  dedicated
high-speed access, news access, Web hosting and server co-location.  The Company
plans to evaluate and develop potential new value-added services,  and will seek
to leverage its current sales,  marketing and network capabilities in an attempt
to create additional revenue opportunities.

                                       -4-
Limited  Operating  History.  The Company has been in operation for a relatively
short period of time. The Company's future prospects are based upon an extremely
limited  operating  history.  A  potential  investor  should  consider  that the
Company's  prospects  are  subject  to the  risks,  expenses  and  uncertainties
frequently encountered by companies in the early stage of development in new and
rapidly  evolving  markets.  As of March 31, 2000 the Company had an accumulated
deficit of $503,255.  Although the Company has  experienced a growth in revenues
in recent  months,  there can be no assurance  that the Company's  revenues will
continue to increase. The Company has not achieved profitability to date, and it
is  anticipated  that the  Company  will  continue  to incur net  losses for the
foreseeable  future.  The Company expects to increase  operating  expenses in an
attempt to expand sales and marketing  operations and to continue to develop and
extend its Internet related  services.  If these expenses exceed  revenues,  the
business of the Company could be materially and adversely affected.

The extremely  limited operating history of the Company and the uncertain nature
of the markets addressed by the Company make the prediction of future results of
operations  difficult or impossible.  Therefore our recent revenue growth should
not be taken as  indicative of the rate of revenue  growth,  if any, that can be
expected in the future. The Company believes that  period-to-period  comparisons
of the Company's  results of operations  are not  necessarily  meaningful and an
investor  should  not rely on the  results  for any period as an  indication  of
future performance.

Future Capital Needs.  To date the Company has relied mostly on private  funding
from the sale of restricted shares of common stock of the Company and short term
borrowing to fund  operations.  To date the Company has generated little revenue
and has extremely  limited cash liquidity and capital  resources.  The Company's
future capital requirements will depend on many factors, including the Company's
ability to market its services successfully,  its cash flow from operations, and
competing market  developments.  The Company's business plan requires additional
funding  beyond the proceeds  previously  generated  from the sale of restricted
common stock. Consequently, although the Company currently has no specific plans
or  arrangements  for  financing,  it intends  to raise  funds  through  private
placements,  public offerings or other  financings.  Any equity financings would
result in dilution to then existing shareholders.  Additionally, sources of debt
financing may result in higher interest  expense.  Any financing,  if available,
may be on terms unfavorable to the Company.  If adequate funds are not obtained,
the  Company  may be  required  to reduce or  curtail  operations.  The  Company
currently anticipates that its existing capital resources may not be adequate to
satisfy its current  operating  expenses and capital  requirements  for the next
full  fiscal  year.  Consequently,  the  Company  may have to secure  additional
financing in order to develop its business plan.

Competition.  The market for the provision of Internet  access to individuals is
extremely  competitive and highly fragmented.  There are no substantial barriers
to entry,  and the Company expects that  competition will continue to intensify.
The Company believes that the primary competitive factors determining success in
this  market  are a  reputation  for  reliability  and  service,  access  speed,
effective customer support,  pricing,  creative marketing,  easy-to-use software
and  geographic  coverage.   Other  important  factors  include  the  timing  of
introductions  of new products  and  services and industry and general  economic
trends.  There can be no  assurance  that the  Company  will be able to  compete
successfully against current or future competitors or that competitive pressures
faced  by the  Company  will  not  materially  adversely  affect  its  business,
financial condition and results of operations.

The Company's current and prospective  competitors  include many large companies
that have  substantially  greater  market  presence  and  financial,  technical,
marketing and other resources than the Company.  The Company currently  competes
or expects to compete with the following types of Internet access providers: (i)

                                       -5-
national commercial providers, such as Verio, Inc., Mindspring Enterprises, Inc.
and  EarthLink  Network,  Inc.;  (ii)  numerous  regional  and local  commercial
providers,  which vary widely in quality,  service offerings and pricing such as
Website Services,  Inc. and PDQ Net, Inc.; (iii)  established  online commercial
information  service  providers,  such as America  Online,  Inc.;  (iv) computer
hardware and  software and other  technology  companies,  such as  International
Business Machines Corporation,  Microsoft Corp. and Gateway,  Inc.; (v) national
telecommunications   providers,   such  as  AT&T,   MCI,   Sprint  and   WinStar
Communications,  Inc.; (vi) regional  telecommunications  providers, such as SBC
Communications  and  IXC   Communications;   (vii)  cable  operators,   such  as
Tele-Communications,  Inc., Time Warner, Inc., TCA Cable, Inc. and Marcus Cable,
Inc.; (viii) wireless communications  companies;  (ix) satellite companies;  and
(x) nonprofit or educational  Internet access providers;  (xi) Free access ISP's
such as Netzero,  Freeinet and Alta Vista.  The Company has  recently  announced
plans to implement a free access, ad-supported ISP in the year 2000. It has also
announced  plans to  implement a free high speed DSL  Service,  also in the year
2000.

There are more than 4,000 national,  regional and local ISPs. Some of these ISPs
have chosen to focus on business customers, others on individual customers. Most
national  ISPs  have made a major  investment  in a  network  infrastructure  in
anticipation of future high subscriber  growth. As a result,  many national ISPs
have  been  experiencing  an  extended  period of losses as they work to build a
profitable base of customers in each of the many markets they serve. In addition
to such losses,  some national ISPs are exposed to a high level of technological
obsolescence  risk as Internet  access  technology  continues to evolve.  At the
other end of the spectrum,  many regional and local ISPs, including the Company,
which have a much lower  investment  in a network  infrastructure,  may lack the
necessary  marketing  skills  and  resources  necessary  to  build a  sufficient
customer base to allow the Company to operate profitably.

Although the Company  believes that it has the human and technical  resources to
pursue its business  strategy  and to compete  effectively  in this  competitive
environment,  its success  will depend on its  continued  ability to  profitably
provide high quality,  high value  Internet  services at prices and with service
generally  competitive with or better than that of our competitors.  The Company
expects to encounter  continued  competition from major local and national ISPs.
The Company may be subject to additional  competition  due to the development of
new technologies and increased  availability of local and national ISP services.
A continuing  trend toward business  combinations  and alliances in the Internet
industry  may create  significant  new  competitors,  which may have  financial,
personnel and other resources  significantly  greater than those of the Company.
The Company  cannot  predict which of many possible  future  product and service
offerings  will be  important  to  maintain  its  competitive  position  or what
expenditures will be required to develop and provide such products and services.
The market for ISP services is relatively new, intensely competitive and rapidly
changing. Since the advent of commercial services on the Internet, the number of
ISPs and  online  services  competing  for user's  attention  and  spending  has
proliferated  because  of,  among  other  reasons,  the  absence of  substantial
barriers  to  entry,  and the  Company  expects  competition  will  continue  to
intensify.

The Company can make no  representations or assurances that its business will be
successful,  that  its  market  share  will  increase,  that  there  will not be
increased  competition  or that its attempts to grow its  business  will ever be
realized due to the intensity of competition.

Concentration  of Stock Ownership.  As of March 31, 2000, the present  directors
and executive officers of the Company  beneficially owned approximately 20.8% of
the Company's  outstanding  common stock.  As a result of their  ownership,  the
directors and executive officers are able to significantly influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This

                                       -6-
concentration  of ownership may also have the effect of delaying or preventing a
change of control of the Company.

Maintenance  of  Customer  Base.  The  Company's  customers  are not  obliged to
continue to purchase services from the Company on any long-term basis. There can
be no assurance  that  customers  will continue to buy services from the Company
over any extended period of time. In the event that a significant portion of the
Company's  customers decided to purchase services from other service  providers,
there can be no assurance that the Company would be able to replace its customer
base from other sources.  Loss of a significant  portion of our customers  would
have a material  adverse  affect on our  results  of  operations  and  financial
condition.

Government  Regulation.  The Company is subject to the same  federal,  state and
local laws as other companies conducting business on the Internet.  Today, there
are relatively few laws specifically  directed toward online services.  However,
due to the increasing popularity and use of the Internet and online services, it
is  possible  that laws and  regulations  may be  adopted  with  respect  to the
Internet or online services.  These laws and regulations could cover issues such
as online  contracts,  user  privacy,  freedom of  expression,  pricing,  fraud,
content  and  quality  of  products   and   services,   taxation,   advertising,
intellectual  property rights and  information  security.  Applicability  to the
Internet  of  existing  laws  governing  issues  such  as  property   ownership,
copyrights and other intellectual property issues,  taxation,  libel,  obscenity
and personal  privacy are uncertain.  Several  states have proposed  legislation
that  would  limit the uses of  personal  user  information  gathered  online or
require online services to establish  privacy  policies.  One or more states may
attempt to impose such regulations  upon the Company in the future,  which could
possibly harm the Company's business.

The Federal Trade  Commission  has recently  begun a proceeding  with one online
service  regarding the manner in which  personal  information  is collected from
users and provided to third parties.  Changes to existing laws or the passage of
new laws  intended to address  such  issues  could  possibly  affect the way the
Company does business or might create uncertainty in the marketplace. This could
reduce  demand for the services of the Company or possibly  increase the cost of
doing  business as a result of litigation  costs or increased  service  delivery
costs, or might otherwise harm the Company's business.

Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet.
Such new laws or regulations may cover issues such as content, privacy, pricing,
encryption  standards,  consumer  protection,   electronic  commerce,  taxation,
copyright  infringement  and other  intellectual  property  issues.  The Company
cannot  predict  the  impact,  if any,  that any  future  regulatory  changes or
development  may  have on its  business,  financial  condition  and  results  of
operations.  Changes in the  regulatory  environment  relating  to the  Internet
access industry, including regulatory changes that directly or indirectly affect
telecommunication  costs or increase the likelihood or scope of competition from
regional telephone companies or others,  could have a material adverse effect on
the Company's business, financial condition and results of operations.

Adverse  Effect of Rapid  Technological  Change and  Service.  The  computer and
Internet industry has been characterized by rapid technological change, frequent
new service introductions and evolving industry standards.  The Company believes
its future success will depend on its ability to anticipate  such changes and to
offer  services on a timely basis that will meet those  evolving  standards  and
needs. There can be no assurance that the Company will have sufficient resources
to make  necessary  investments  or to introduce  new products or services  that
would satisfy an expanding range of user needs.

                                       -7-
Volatility  of Stock Price.  The market price for shares of the Common Stock has
varied  significantly  and may be volatile  depending on news  announcements  or
changes  in  general  market  conditions.  In  particular,  news  announcements,
quarterly  results  of  operations,  competitive  developments,   litigation  or
governmental  regulatory  action  impacting the Company may adversely affect the
Common  Stock price.  In addition,  because the number of shares of Common Stock
held by the public is  relatively  small,  the sale of a  substantial  number of
shares of the Common Stock in a short period of time could adversely  affect the
market price of the Common Stock.

No Dividends.  The Company has never paid cash dividends on its Common Stock and
does not anticipate  paying cash dividends on its Common Stock in the next year.
The Company plans on paying dividends as it becomes more  profitable,  but until
this occurs, the Company's Common Stock is not a suitable investment for persons
requiring current income.

Dependence on Management.  The Company is  substantially  dependent upon two key
individuals within its management,  Bruce D. Stuart, and Mike Petrusis. The loss
of the services of either one of these individuals could have a material adverse
impact upon the Company.  The Company believes it will have a need in the future
for  additional  qualified  management  and  marketing  personnel.  The  Company
believes  its future  success  will  depend in part upon its ability to attract,
retain and motivate  qualified  personnel.  There can be no  assurance  that the
Company  will  be  successful  in  attracting  and  retaining  such   personnel.
Competition for such personnel is intense.

Limited Market for Stock.  The Company's  stock is presently  trading on the OTC
bulletin board maintained by Nasdaq under the symbol SRUN.  Nevertheless,  there
has been limited  volume in trading in the public  market for the common  stock,
and there can be no assurance  that a more active trading market will develop or
be  sustained.  The market  price of the shares of common  stock is likely to be
highly  volatile  and  may  be   significantly   affected  by  factors  such  as
fluctuations  in  our  operating   results,   announcements   of   technological
innovations  or  new  products  and/or  services  by  us  or  our   competitors,
governmental regulatory action,  developments with respect to proprietary rights
and general market conditions.

Conflicts  of  Interest.  Our  officers  and  directors  may have  conflicts  of
interest. Officers and directors of the Company may in the future participate in
business  ventures  which could be deemed to compete  directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the  Company's  officers or directors are involved in
the management of any firm with which the Company transacts business.

USE OF PROCEEDS

The  Company  will not receive  any of the  proceeds  form the sale of shares of
common stock by the Selling Shareholders.

SELLING SECURITY HOLDERS

The Shares of the  Company to which this  Reoffer  Prospectus  relates are being
registered  for reoffers and resales by the Selling  Shareholders,  who acquired
the Shares pursuant to the Company's Stock Benefit Plan for legal

                                       -8-
and consulting services they provided to the Company.  The Selling  Shareholders
may  resell  all,  a  portion  or none of such  Shares  from  time to time.  The
shareholders  selling shares under this  registration  reserve the sole right to
accept or reject, in whole or in part, any proposed sale of shares.

The table below sets forth with respect to the Selling Shareholders,  based upon
information  available  to the Company as of June 5, 2000,  the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and  percent  of  outstanding  Shares  that will be owned  after the sale of the
registered Shares assuming the sale of all of the registered Shares.
Selling                  Number of Shares         Number of Shares        Number of Shares         Percentage of
Shareholders             Owned Before Sale        Registered by           Owned After Sale         Shares Owned after
                                                  Prospectus                                       Sale
Richard D. Surber             270,000                  270,000                       0                  0%
Edward T. Wells                20,000                   20,000                       0                  0%
Allan Merrill                   5,000                    5,000                       0                  0%
Julianne Piirala                5,000                    5,000                       0                  0%
Bruce Stuart                2,374,444                  140,000               2,234,444                 16%
Mike Petrusis                 685,000                   25,000                 660,000                4.7%
The  Corporation's  common  stock  trades on the NASD  OTC:BB  under the  symbol
"SRUN", the closing price per share of the common stock was reported as $0.28 on
June 5, 2000.

PLAN OF DISTRIBUTION

The Selling  Shareholders  may sell the Shares for value from time to time under
this Reoffer  Prospectus  on one or more  transactions  on the  Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in a  negotiated
transaction  or in a  combination  of such  methods  of sale,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices  or at  prices  otherwise  negotiated.  Such  sales  may be made  through
Broker-Dealers,  Agents or directly to one or more purchasers.  Such sales shall
be in  compliance  with all of the  requirements  of Rule  144(e).  The  Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the  purchasers  of the Shares  for whom such  broker-dealers  may act as
agent  (which   compensation  may  be  less  than  or  in  excess  of  customary
commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters  within the meaning
of Section 2(11) of the 1933 Act, and any  commissions  received by them and any
profit  on the  resale  of  the  Shares  owned  by  them  may  be  deemed  to be
underwriting discounts and

                                       -9-
commissions  under the 1933 Act. All selling and other expenses  incurred by the
Selling  Shareholders  will be borne by the  Selling  Shareholders.  There is no
assurance  that the  Selling  Shareholders  will sell all or any  portion of the
Shares  offered.  The  Company  will pay all  expenses in  connection  with this
offering  and will not  receive  any  proceeds  from  sale of any  shares by the
Selling Shareholders.

INTEREST OF NAMED EXPERTS AND COUNSEL

Richard  D.  Surber,  an  attorney  licensed  to  practice  law in the  State of
California, and a selling shareholder herein, 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,  and is  offering  for sale
pursuant to this reoffering  prospectus,  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  filings  with the  Securities  and  Exchange
Commission.

LEGAL MATTERS

The  validity  of the Common  Stock  offered  hereby will be passed upon for the
Company by Richard D. Surber,  Attorney at Law. Mr. Surber holds 270,000  shares
of the Company's  Common Stock.  Co- employees of Mr. Surber  currently  hold an
additional 30,000 shares of the Company's Common Stock.

 EXPERTS

The Audited financial statements for the years ended September 30, 1999 and 1998
unaudited financial  statements for the periods ended March 31, 2000 and 1999 of
Staruni  Corporation,  have been  incorporated by reference in this Registration
Statement  from the Form 10-SB/A filed May 12, 2000 in reliance on the report of
Sellers & Associates,  independent  accountants,  given on the authority of that
firm as experts in accounting and auditing.

                                     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:

                                      -10-
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.")

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

                                      -11-
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
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

Shares have  previously  been issued to employees,  consultants and attorneys of
the Company under the  provisions of the Company's  1999 Employee  Benefit Plan,
which  shares  are  "restricted  securities"  as that  term is  defined  in Rule
144(a)(3). The shares were issued for bona fide services rendered to the Company
which  services  did not  involve the sale or offer of  securities  in a capital
raising transaction,  and did not involve, directly or indirectly, the promotion
of or  maintenance  of a market for the  Company's  securities.  The shares were
issued pursuant to Rule 701 of Regulation D under the Securities Act of 1933.

These  restricted  securities  may be  re-offered  or resold in the  future,  as
allowed by Rule 415, pursuant to this S-8 registration statement.

                                      -12-
Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 15.

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.

(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.

                                      -13-
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

By: /S/Bruce D. Stuart             Director                     June 6, 2000
----------------------
Bruce D. Stuart

By: /S/Mike Petrusis                 Director                   June 6, 2000
----------------------
Mike Petrusis

                                      -14-
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits  SEC Ref. No.    Description of Exhibit                 Numbered Pages
--------  ------------    ----------------------                 --------------
A           5, 23(b)     Opinion and consent of Counsel               16
                         with respect to the legality of
                         the issuance of securities being
                         issued

B            23(a)       Consent of Accountant                        19

C              10        Fee Agreement for Services                   20

D              10        1999 Employee Benefit Plan                   22

                                       15