As filed with the Securities and Exchange Commission on June 7, 2005
                                            Registration Number


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                      HEADLINERS ENTERTAINMENT GROUP, INC.
                ------------------------------------------------
               (Exact name of Registrant as specified in Charter)

        Delaware                                        84-1195628
   ------------------------------------------------------------------------
   (State of Incorporation)                   (I.R.S. Employer I.D. Number)

              501 Bloomfield Avenue, Montclair, New Jersey 07042
              --------------------------------------------------
                  (Address of Principal Executive Offices)

                       2005 STOCK AND STOCK OPTION PLAN
                       --------------------------------
                            (Full Title of Plan)

                              EDUARDO RODRIGUEZ
                     Headliners Entertainment Group, Inc.
                            501 Bloomfield Avenue
                             Montclair, NJ 07042
                                (973) 233-1233
         --------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                       CALCULATION OF REGISTRATION FEE

Title of                       Proposed Maximum  Proposed Maximum  Amount
Securities      Amount         Offering          Aggregate         of
to be           to be          Price             Offering          Registration
Registered      Registered(1)  Share (2)         Price (2)         Fee
-------------------------------------------------------------------------------
Common Stock,   2,000,000 shares  $1.55          $3,100,000        $  364.87
 $0.001 par
 value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in
    the shares in the event of a stock split, stock dividend or similar
    capital adjustment, as required  by the Plan.

(2) The price stated is estimated solely for purposes of calculation of
    the registration fee and is the product resulting from multiplying
    2,000,000  shares by $1.55, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on June 6, 2005.

<PAGE>
                                 PART II

             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Headliners Entertainment Group, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange Commission:

     (a)  Headliners' Annual Report on Form 10-KSB for the year ended December
          31, 2004;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005;

     (c)  Headliners' Current Report on Form 8-K dated January 26, 2005;

     (d)  Headliners' Current Report on Form 8-K dated February 9, 2005;

     (e)  Headliners' Current Report on Form 8-K dated March 3, 2005;

     (f)  Headliners' Current Report on Form 8-K dated March 7, 2005;

     (g)  Headliners' Current Report on Form 8-K dated March 14, 2005;

     (h)  Headliners' Current Report on Form 8-K dated March 15, 2005;

     (i)  Headliners' Current Report on Form 8-K dated March 16, 2005;

     (j)  Headliners' Current Report on Form 8-K dated March 21, 2005;

     (k)  Headliners' Current Report on Form 8-K dated March 22, 2005;

     (l)  Headliners' Current Report on Form 8-K dated March 28, 2005;

     (m)  Headliners' Current Report on Form 8-K dated March 29, 2005;

     (n)  Headliners' Current Report on Form 8-K dated May 16, 2005;

     (o)  the description of Headliners's Common Stock contained in its
          Registration Statement on Form 10-SB.

     Headliners, Inc. is also incorporating by reference all documents hereafter
filed by Headliners pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.

<PAGE>

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Headliners, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of Headliners.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Headliners provide that the corporation all indemnify its
directors and officers to the maximum extent provided by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

4.1  2005 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Bagell, Josephs & Company, L.L.C.

23.2 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed  as
     Exhibit 5.

Item 9.  Undertakings.

     Headliners 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;

<PAGE>

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

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Headliners pursuant to the provisions of the Delaware General Corporation Law
or otherwise, Headliners 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
Headliners of expenses incurred or paid by a director, officer or controlling
person of Headliners 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, Headliners 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 a
nd will be governed by the final adjudication of such issue.


<PAGE>                        REOFFER PROSPECTUS

                      HEADLINERS ENTERTAINMENT GROUP, INC.

                        2,000,000 Shares of Common Stock


     The shares are being offered by persons who are officers, directors or
otherwise control persons of Headliners, Inc.  They acquired the shares from
Headliners, either as the recipients of grants of stock or by exercising
stock options issued to them by Headliners.

     The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers
for Headliners's common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Headliners's common stock is listed for trading on the OTC Bulletin Board
under the trading symbol "HLEG.OB."

     PURCHASE OF HEADLINERS COMMON STOCK INVOLVES RISK.  PLEASE SEE "RISK
FACTORS," WHICH BEGINS ON PAGE 2.

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


                    Headliners Entertainment Group, Inc.
                           501 Bloomfield Avenue
                            Montclair, NJ 07042
                               973-233-1233



                 The date of this prospectus is June 7, 2005
<PAGE>

                            TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . -2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . -6-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . -6-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . -7-

<PAGE>

                               RISK FACTORS

    You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.

     I.  RISKS ATTENDANT TO OUR BUSINESS

     WE MAY NOT BECOME PROFITABLE.

     Headliners Entertainment Group has incurred substantial operating
losses during the past three years.  In order to achieve profitability it
will be necessary that we either expand operations to a point sufficient
to cover overhead or establish new sources of revenue.  Failing such
developments, it is likely that we will continue to sustain net losses.

     WE MAY BE UNABLE TO SATISFY OUR CURRENT DEBTS.

     We currently owe Cornell Capital Partners $7,500,000 and have other
debts and liabilities in excess of $3,000,000.  The cash flow from our
operations is not sufficient to service those debts.  So we will be
required to sell large amounts of our common stock in order to satisfy
those debts.  If we are unable to do so, our business will fail.

     CURRENT SHAREHOLDERS WILL SUFFER DILUTION AS A RESULT OF OUR
FINANCING ACTIVITIES.

     If we are able to sell equity in Headliners Entertainment Group and
raise the capital we need to pay our debts, it is almost certain that the
sale will occur at a price which is less than the market price for our
common stock when the sale occurs.  For example, our equity line of credit
agreement with Cornell Capital Partners provides that we will sell shares
to that entity at a price equal to 98% of the lowest daily volume-weighted
average price during the five trading days after we put the shares to
them.  Because the market price of our shares is volatile, the price at
which we sell to Cornell has to date generally been 80% to 90% of the
market price on the date we made the put.  In addition, we pay fees
totaling 8% of the purchase price in connection with each put to Cornell,
with the result that we generally obtain only 70% to 80% of the market
price for shares we sell to Cornell Capital Partners.

     Other terms may be negotiated with investors which could have the
effect of diluting the interest of current shareholders in the equity of
Headliners Entertainment Group.  For example, in May, June and July 2004,
our relationship with JHF Properties would have terminated if we could not
obtain immediate funds to satisfy our commitment to JHF Properties.  The
only offers we received at that time were from 31 investors who agreed to
purchase shares for prices that ranged from 20% to 50% of the market price
when the sales were effected.  If such an urgent need for cash were to
occur in the future, we might again be forced to sell our equity at below-
market prices.  Our Standby Equity Distribution Agreement with Cornell
Capital Partners provides that Headliners is not permitted to sell its
common stock at prices below the public bid.  However, Cornell Capital
Partners has waived that provision in the past, and may do so in the
future if Headliners requires capital funds that can only be obtained by a
below-market sale of equity.  Such sales would dilute the equity of
existing shareholders.

     COMPETITION FROM WELL-CAPITALIZED COMPANIES INVOLVED IN THE COMEDY
CLUB BUSINESS COULD HINDER OUR GROWTH.

     The comedy club business is dominated by a small number of well-
known, well-financed  companies.  As we seek advantageous locations for
our clubs, we may face competition from one or more of these competitors.
If one of these well-established competitors were to make a concerted
effort to secure a location, it would be very difficult for us to compete
effectively. This may limit our access to business opportunities.

     LIABILITY FROM LAWSUITS BASED ON "DRAM SHOP" LAWS COULD EXCEED OUR
INSURANCE COVERAGE.

     In most states where Headliners locates clubs, there will be liquor
liability ("dram shop") laws.  These laws vary from state to state.  In

                                    -2-
<PAGE>

general, dram shop laws  impose liability on the proprietor of an
establishment for damage caused by a customer of the establishment, if the
service of alcoholic beverages by the establishment to that customer was a
cause of the damage and the establishment service was negligent or
otherwise culpable.  Since we will serve alcoholic beverages in all of our
clubs, we will be subject to the risk that lawsuits arising under dram
shop laws could produce judgments that exceed our insurance coverage and
imperil our capital.

     II.  RISKS ATTENDANT TO OUR MANAGEMENT


     OUR BUSINESS DEVELOPMENT WOULD BE HINDERED IF WE LOST THE SERVICES
OF OUR PRESIDENT.

     Eduardo Rodriguez is the President of Headliners Entertainment
Group.  Mr. Rodriguez is the only executive employed on a full-time basis
by Headliners Entertainment Group.  Mr. Rodriguez is responsible for
strategizing not only our business plan but also the means of financing
it.  If Mr. Rodriguez were to leave Headliners Entertainment Group or
become unable to fulfill his responsibilities, our business would be
imperiled.  At the very least, there would be a delay in the development
of Headliners Entertainment Group until a suitable replacement for Mr.
Rodriguez could be retained.
                                    -3-
<PAGE>

     HEADLINERS ENTERTAINMENT GROUP IS NOT LIKELY TO HOLD ANNUAL
SHAREHOLDER MEETINGS IN THE NEXT FEW YEARS.

     Delaware corporation law provides that members of the board of
directors retain authority to act until they are removed or replaced at a
meeting of the shareholders.  A shareholder may petition the Delaware
Court of Chancery to direct that a shareholders meeting be held.  But
absent such a legal action, the board has no obligation to call a
shareholders meeting.  Unless a shareholders meeting is held, the existing
directors elect directors to fill any vacancy that occurs on the board of
directors.  The shareholders, therefore, have no control over the
constitution of the board of directors, unless a shareholders meeting is
held.

     Since it became a public company in 1999, Headliners Entertainment
Group has never held an annual or a special meeting of shareholders.  The
Board of Directors of Headliners Entertainment Group consists of  the same
individuals who served in 2000.  Management does not expect to hold annual
meetings of shareholders in the next few years, due to the expense
involved.  Therefore, any new members of the Board of Directors or any
replacements for current members will be nominated and elected by the
present members of the Board.

     RELATED PARTY TRANSACTIONS MAY OCCUR ON TERMS THAT ARE NOT FAVORABLE
TO HEADLINERS ENTERTAINMENT GROUP.

     The two members of our Board of Directors, Eduardo Rodriguez and
Michael Margolies, directly and through their families, control 57% of the
voting power of Headliners Entertainment Group.  For the foreseeable
future, therefore, they will control the operations of Headliners
Entertainment Group.  In the past they have been the Managers of limited
liability companies that were senior secured creditors of Headliners and
that owned the properties where Headliners' New Jersey restaurant clubs
operated.  It is possible that they will engage in other transactions with
Headliners Entertainment Group.  It is unlikely that they will obtain
independent confirmation that the terms of such related party transactions
are fair.  If the terms are unfair to Headliners Entertainment Group, the
transactions could harm our operating results.

     III.  RISKS ATTENDANT TO THE MARKET FOR OUR COMMON STOCK.

     THE VOLATILITY OF THE MARKET FOR HEADLINERS ENTERTAINMENT GROUP
COMMON STOCK MAY PREVENT A SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS
SHARES.

     Headliners Entertainment Group at the present time has fewer than
900 shareholders and only a small number of market makers.  As a result,
the market price for our common stock is volatile, at times moving over
50% in one day.  Unless and until the market for our common stock grows
and stabilizes, the common shares you purchase will remain illiquid.  A
shareholder in Headliners Entertainment Group who wants to sell his
shares, therefore, runs the risk that at the time he wants to sell, the
market price may be much less than the price he would consider to be fair.

                                    -4-
<PAGE>

     THE RESALE OF SHARES ACQUIRED BY CORNELL CAPITAL PRARNERS FROM
HEADLINERS ENTERTAINMENT GROUP MAY REDUCE THE MARKET PRICE OF HEADLINERS'
SHARES.

     Headliners and Cornell Capital Partners are parties to a Standby
Equity Distribution Agreement.  The agreement provides that Headliners may
sell shares to Cornell Capital Partners for up to $30,000,000.  Under the
terms of a prior, similar agreement, Headliners sold a total of 59,468
shares to Cornell Capital Partners and received $2,215,000.  Cornell
Capital Partners resold most of these shares into the public market.
During the twelve month period in which these transactions to place, the
market price of Headliners' common stock fell from $500 per share
(adjusted for a subsequent 1-for-1000 reverse stock split) on January 8,
2004 to $11 on January 24, 2005, a reduction of almost 97%.

     Headliners intends to sell shares to Cornell Capital Partners under the
Standby Equity Distribution Agreement and expects that Cornell Capital
Partners will resell these shares into the public market.  Such resales by
Cornell Capital Partners may continue to reduce the market price of Headliners'
common stock.

     HEADLINERS ENTERTAINMENT GROUP WILL BE QUOTED ON THE OTC BULLETIN
BOARD FOR THE IMMEDIATE FUTURE.

     Headliners Entertainment Group does not meet the eligibility
requirements for listing on the NASDAQ Stock Market.  Until we meet those
standards and are accepted into the NASDAQ Stock Market, or unless we are
successful in securing a listing on the American Stock Exchange or some
other exchange, Headliners Entertainment Group common stock will be quoted
only on the OTC Bulletin Board.  Such a listing is considered less
prestigious than a NASDAQ Stock Market or an exchange listing, and many
brokerage firms will not recommend Bulletin Board stocks to their clients.
This situation may limit the liquidity of your shares.

     ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE
"PENNY STOCKS" SUCH AS HEADLINERS COMMON STOCK.

     Headliners' common stock is defined by the SEC as a "penny stock"
because it trades at a price less than $5.00 per share.  Many brokerage
firms will discourage their customers from purchasing penny stocks, and
even more brokerage firms will not recommend a penny stock to its
customers.  Most institutional investors will not invest in penny stocks.
In addition, many individual investors will not consider a purchase of a
penny stock due, among other things, to the negative reputation that
attends the penny stock market.  As a result of this widespread disdain
for penny stocks, there will be a limited market for Headliners' common
stock as long as it remains a "penny stock."  This situation may limit the
liquidity of your shares.
                                    -5-
<PAGE>

     ISSUANCE OF COMMON STOCK AND EQUIVALENTS BY HEADLINERS MAY DILUTE
THE VALUE OF OUTSTANDING SHARES AND REDUCE THE MARKET PRICE OF OUR COMMON
STOCK.

     Throughout the past six months, Headliners has made a number of
arrangements with its officers and directors that resulted in a total of
7,765,000 shares of our common stock being issued to them or to their
affiliates.  In addition, we have also during the same six month period
compensated our professional advisors and others by issuing a total of
4,511,000 shares of common stock to them.   Until we have sufficient
capital resources that we can afford to settle all of our debts in cash
and to pay cash for all of the services we need, we will continue to issue
stock for these purposes.

     When we issue stock to affiliates or to compensate advisors, we
value the stock at current market value, and we do not intend to vary from
that practice in the future.  When we issue stock to settle debts, we must
negotiate the valuation with our creditor, and there is a risk that we may
in the future be forced to issue stock at below-market value in order to
settle a pressing debt.  To date, however, we have been successful in
negotiating a valuation at current market value.  Nevertheless, any or all
of these transactions could have the effect of diluting the value of our
outstanding shares by reducing the per-share interest of our current
shareholders in the company.  In addition, the market for our shares may
be adversely affected by the issuance of additional shares.


                             SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who are
using this prospectus to offer common shares.
                                                                   Percentage
                                                                   of
                           Shares       Number       Shares        Class
                           Owned        of Shares    Owned         Held
Selling                    Before       Shares       After         After
Shareholder   Position     Offering (1) Offered      Offering      Offering
-----------------------------------------------------------------------------

                                    -6-
<PAGE>

                         OTHER AVAILABLE INFORMATION

     Headliners Entertainment Group, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange Commission:

     (a)  Headliners' Annual Report on Form 10-KSB for the year ended December
          31, 2004;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005;

     (c)  Headliners' Current Report on Form 8-K dated January 26, 2005;

     (d)  Headliners' Current Report on Form 8-K dated February 9, 2005;

     (e)  Headliners' Current Report on Form 8-K dated March 3, 2005;

     (f)  Headliners' Current Report on Form 8-K dated March 7, 2005;

     (g)  Headliners' Current Report on Form 8-K dated March 14, 2005;

     (h)  Headliners' Current Report on Form 8-K dated March 15, 2005;

     (i)  Headliners' Current Report on Form 8-K dated March 16, 2005;

     (j)  Headliners' Current Report on Form 8-K dated March 21, 2005;

     (k)  Headliners' Current Report on Form 8-K dated March 22, 2005;

     (l)  Headliners' Current Report on Form 8-K dated March 28, 2005;

     (m)  Headliners' Current Report on Form 8-K dated March 29, 2005;

     (n)  Headliners' Current Report on Form 8-K dated May 16, 2005;

     (o)  the description of Headliners's Common Stock contained in its
          Registration Statement on Form 10-SB.

     Headliners is also incorporating into this prospectus by reference all
documents hereafter filed by Headliners pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, until the termination of this
offering.

     Upon written or oral request, Headliners will provide to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who re
quests it. Any such request should be made to Eduardo Rodriguez, President,
Headliners, Inc., 501 Bloomfield Avenue, Montclair, NJ 07042, telephone: 973-
233-1233.

     Headliners files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information, which
may assist you in understanding our company.   In addition, we have filed a
registration statement on Form S-8, including exhibits, with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public Refer-
ence Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. Our Commission filings, including the registration
statement, are also available to you on the Commission's Web site at
http://WWW.SEC.GOV.
                                    -7-

<PAGE>
                              INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     The Bylaws of Headliners provide that the corporation shall indemnify its
directors and officers to the maximum extent provided by the Delaware General
Corporation Law.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors, officers or controlling persons pursuant to
the foregoing provision or otherwise, we have been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.

                     *       *       *       *       *

                                     -8-

<PAGE>

<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Headliners
Entertainment Group, Inc. 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 Montclair and the State of New Jersey
on the 7th day of June, 2005.

                                 HEADLINERS ENTERTAINMENT GROUP, INC.


                                 By:/s/Eduardo Rodriguez
                                 ------------------------------
                                 Eduardo Rodriguez
                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on June 7, 2005.

       Name                              Title


/s/Eduardo Rodriguez              President (Chief Executive Officer,
-----------------------            Chief Financial Officer, Chief Accounting
Eduardo Rodriguez                  Officer), Director


/s/Michael Margolies              Director
-----------------------
Michael Margolies



                               INDEX TO EXHIBITS

4.1  2005 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Bagell, Josephs & Company, L.L.C.

23.2 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.
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{"company-data": {"conformed-name": "HEADLINERS ENTERTAINMENT GROUP, INC.", "cik": "0001107802", "assigned-sic": "7900", "irs-number": "841195628", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125589", "film-number": "05883066"}, "business-address": {"street1": "501 BLOOMFIELD AVENUE", "city": "MONTCLAIR", "state": "NJ", "zip": "07042", "phone": "973-233-1233"}, "mail-address": {"street1": "501 BLOOMFIELD AVENUE", "city": "MONTCLAIR", "state": "NJ", "zip": "07042"}, "former-company": {"former-conformed-name": "RASCALS INTERNATIONAL INC", "date-changed": "20010720"}}
As filed with the Securities and Exchange Commission on June 7, 2005
                                            Registration Number

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                      HEADLINERS ENTERTAINMENT GROUP, INC.
                ------------------------------------------------
               (Exact name of Registrant as specified in Charter)

        Delaware                                        84-1195628
   ------------------------------------------------------------------------
   (State of Incorporation)                   (I.R.S. Employer I.D. Number)

              501 Bloomfield Avenue, Montclair, New Jersey 07042
              --------------------------------------------------
                  (Address of Principal Executive Offices)

                       2005 STOCK AND STOCK OPTION PLAN
                       --------------------------------
                            (Full Title of Plan)

                              EDUARDO RODRIGUEZ
                     Headliners Entertainment Group, Inc.
                            501 Bloomfield Avenue
                             Montclair, NJ 07042
                                (973) 233-1233
         --------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                       CALCULATION OF REGISTRATION FEE

Title of                       Proposed Maximum  Proposed Maximum  Amount
Securities      Amount         Offering          Aggregate         of
to be           to be          Price             Offering          Registration
Registered      Registered(1)  Share (2)         Price (2)         Fee
-------------------------------------------------------------------------------
Common Stock,   2,000,000 shares  $1.55          $3,100,000        $  364.87
 $0.001 par
 value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in
    the shares in the event of a stock split, stock dividend or similar
    capital adjustment, as required  by the Plan.

(2) The price stated is estimated solely for purposes of calculation of
    the registration fee and is the product resulting from multiplying
    2,000,000  shares by $1.55, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on June 6, 2005.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Headliners Entertainment Group, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange Commission:

     (a)  Headliners' Annual Report on Form 10-KSB for the year ended December
          31, 2004;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005;

     (c)  Headliners' Current Report on Form 8-K dated January 26, 2005;

     (d)  Headliners' Current Report on Form 8-K dated February 9, 2005;

     (e)  Headliners' Current Report on Form 8-K dated March 3, 2005;

     (f)  Headliners' Current Report on Form 8-K dated March 7, 2005;

     (g)  Headliners' Current Report on Form 8-K dated March 14, 2005;

     (h)  Headliners' Current Report on Form 8-K dated March 15, 2005;

     (i)  Headliners' Current Report on Form 8-K dated March 16, 2005;

     (j)  Headliners' Current Report on Form 8-K dated March 21, 2005;

     (k)  Headliners' Current Report on Form 8-K dated March 22, 2005;

     (l)  Headliners' Current Report on Form 8-K dated March 28, 2005;

     (m)  Headliners' Current Report on Form 8-K dated March 29, 2005;

     (n)  Headliners' Current Report on Form 8-K dated May 16, 2005;

     (o)  the description of Headliners's Common Stock contained in its
          Registration Statement on Form 10-SB.

     Headliners, Inc. is also incorporating by reference all documents hereafter
filed by Headliners pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Headliners, has passed upon the validity of
the shares registered pursuant to this Registration Statement.  Mr. Brantl holds
no interest in the securities of Headliners.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.

     The Bylaws of Headliners provide that the corporation all indemnify its
directors and officers to the maximum extent provided by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

4.1  2005 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Bagell, Josephs & Company, L.L.C.

23.2 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed  as
     Exhibit 5.

Item 9.  Undertakings.

     Headliners 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering 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;

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Headliners pursuant to the provisions of the Delaware General Corporation Law
or otherwise, Headliners 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
Headliners of expenses incurred or paid by a director, officer or controlling
person of Headliners 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, Headliners 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 a
nd will be governed by the final adjudication of such issue.
REOFFER PROSPECTUS

                      HEADLINERS ENTERTAINMENT GROUP, INC.

                        2,000,000 Shares of Common Stock

     The shares are being offered by persons who are officers, directors or
otherwise control persons of Headliners, Inc.  They acquired the shares from
Headliners, either as the recipients of grants of stock or by exercising
stock options issued to them by Headliners.

     The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers
for Headliners's common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Headliners's common stock is listed for trading on the OTC Bulletin Board
under the trading symbol "HLEG.OB."

     PURCHASE OF HEADLINERS COMMON STOCK INVOLVES RISK.  PLEASE SEE "RISK
FACTORS," WHICH BEGINS ON PAGE 2.

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

                    Headliners Entertainment Group, Inc.
                           501 Bloomfield Avenue
                            Montclair, NJ 07042
                               973-233-1233

                 The date of this prospectus is June 7, 2005
TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . -2-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . -6-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . -6-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . -7-
RISK FACTORS

    You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.

     I.  RISKS ATTENDANT TO OUR BUSINESS

     WE MAY NOT BECOME PROFITABLE.

     Headliners Entertainment Group has incurred substantial operating
losses during the past three years.  In order to achieve profitability it
will be necessary that we either expand operations to a point sufficient
to cover overhead or establish new sources of revenue.  Failing such
developments, it is likely that we will continue to sustain net losses.

     WE MAY BE UNABLE TO SATISFY OUR CURRENT DEBTS.

     We currently owe Cornell Capital Partners $7,500,000 and have other
debts and liabilities in excess of $3,000,000.  The cash flow from our
operations is not sufficient to service those debts.  So we will be
required to sell large amounts of our common stock in order to satisfy
those debts.  If we are unable to do so, our business will fail.

     CURRENT SHAREHOLDERS WILL SUFFER DILUTION AS A RESULT OF OUR
FINANCING ACTIVITIES.

     If we are able to sell equity in Headliners Entertainment Group and
raise the capital we need to pay our debts, it is almost certain that the
sale will occur at a price which is less than the market price for our
common stock when the sale occurs.  For example, our equity line of credit
agreement with Cornell Capital Partners provides that we will sell shares
to that entity at a price equal to 98% of the lowest daily volume-weighted
average price during the five trading days after we put the shares to
them.  Because the market price of our shares is volatile, the price at
which we sell to Cornell has to date generally been 80% to 90% of the
market price on the date we made the put.  In addition, we pay fees
totaling 8% of the purchase price in connection with each put to Cornell,
with the result that we generally obtain only 70% to 80% of the market
price for shares we sell to Cornell Capital Partners.

     Other terms may be negotiated with investors which could have the
effect of diluting the interest of current shareholders in the equity of
Headliners Entertainment Group.  For example, in May, June and July 2004,
our relationship with JHF Properties would have terminated if we could not
obtain immediate funds to satisfy our commitment to JHF Properties.  The
only offers we received at that time were from 31 investors who agreed to
purchase shares for prices that ranged from 20% to 50% of the market price
when the sales were effected.  If such an urgent need for cash were to
occur in the future, we might again be forced to sell our equity at below-
market prices.  Our Standby Equity Distribution Agreement with Cornell
Capital Partners provides that Headliners is not permitted to sell its
common stock at prices below the public bid.  However, Cornell Capital
Partners has waived that provision in the past, and may do so in the
future if Headliners requires capital funds that can only be obtained by a
below-market sale of equity.  Such sales would dilute the equity of
existing shareholders.

     COMPETITION FROM WELL-CAPITALIZED COMPANIES INVOLVED IN THE COMEDY
CLUB BUSINESS COULD HINDER OUR GROWTH.

     The comedy club business is dominated by a small number of well-
known, well-financed  companies.  As we seek advantageous locations for
our clubs, we may face competition from one or more of these competitors.
If one of these well-established competitors were to make a concerted
effort to secure a location, it would be very difficult for us to compete
effectively. This may limit our access to business opportunities.

     LIABILITY FROM LAWSUITS BASED ON "DRAM SHOP" LAWS COULD EXCEED OUR
INSURANCE COVERAGE.

     In most states where Headliners locates clubs, there will be liquor
liability ("dram shop") laws.  These laws vary from state to state.  In

                                    -2-
general, dram shop laws  impose liability on the proprietor of an
establishment for damage caused by a customer of the establishment, if the
service of alcoholic beverages by the establishment to that customer was a
cause of the damage and the establishment service was negligent or
otherwise culpable.  Since we will serve alcoholic beverages in all of our
clubs, we will be subject to the risk that lawsuits arising under dram
shop laws could produce judgments that exceed our insurance coverage and
imperil our capital.

     II.  RISKS ATTENDANT TO OUR MANAGEMENT

     OUR BUSINESS DEVELOPMENT WOULD BE HINDERED IF WE LOST THE SERVICES
OF OUR PRESIDENT.

     Eduardo Rodriguez is the President of Headliners Entertainment
Group.  Mr. Rodriguez is the only executive employed on a full-time basis
by Headliners Entertainment Group.  Mr. Rodriguez is responsible for
strategizing not only our business plan but also the means of financing
it.  If Mr. Rodriguez were to leave Headliners Entertainment Group or
become unable to fulfill his responsibilities, our business would be
imperiled.  At the very least, there would be a delay in the development
of Headliners Entertainment Group until a suitable replacement for Mr.
Rodriguez could be retained.
                                    -3-
HEADLINERS ENTERTAINMENT GROUP IS NOT LIKELY TO HOLD ANNUAL
SHAREHOLDER MEETINGS IN THE NEXT FEW YEARS.

     Delaware corporation law provides that members of the board of
directors retain authority to act until they are removed or replaced at a
meeting of the shareholders.  A shareholder may petition the Delaware
Court of Chancery to direct that a shareholders meeting be held.  But
absent such a legal action, the board has no obligation to call a
shareholders meeting.  Unless a shareholders meeting is held, the existing
directors elect directors to fill any vacancy that occurs on the board of
directors.  The shareholders, therefore, have no control over the
constitution of the board of directors, unless a shareholders meeting is
held.

     Since it became a public company in 1999, Headliners Entertainment
Group has never held an annual or a special meeting of shareholders.  The
Board of Directors of Headliners Entertainment Group consists of  the same
individuals who served in 2000.  Management does not expect to hold annual
meetings of shareholders in the next few years, due to the expense
involved.  Therefore, any new members of the Board of Directors or any
replacements for current members will be nominated and elected by the
present members of the Board.

     RELATED PARTY TRANSACTIONS MAY OCCUR ON TERMS THAT ARE NOT FAVORABLE
TO HEADLINERS ENTERTAINMENT GROUP.

     The two members of our Board of Directors, Eduardo Rodriguez and
Michael Margolies, directly and through their families, control 57% of the
voting power of Headliners Entertainment Group.  For the foreseeable
future, therefore, they will control the operations of Headliners
Entertainment Group.  In the past they have been the Managers of limited
liability companies that were senior secured creditors of Headliners and
that owned the properties where Headliners' New Jersey restaurant clubs
operated.  It is possible that they will engage in other transactions with
Headliners Entertainment Group.  It is unlikely that they will obtain
independent confirmation that the terms of such related party transactions
are fair.  If the terms are unfair to Headliners Entertainment Group, the
transactions could harm our operating results.

     III.  RISKS ATTENDANT TO THE MARKET FOR OUR COMMON STOCK.

     THE VOLATILITY OF THE MARKET FOR HEADLINERS ENTERTAINMENT GROUP
COMMON STOCK MAY PREVENT A SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS
SHARES.

     Headliners Entertainment Group at the present time has fewer than
900 shareholders and only a small number of market makers.  As a result,
the market price for our common stock is volatile, at times moving over
50% in one day.  Unless and until the market for our common stock grows
and stabilizes, the common shares you purchase will remain illiquid.  A
shareholder in Headliners Entertainment Group who wants to sell his
shares, therefore, runs the risk that at the time he wants to sell, the
market price may be much less than the price he would consider to be fair.

                                    -4-
THE RESALE OF SHARES ACQUIRED BY CORNELL CAPITAL PRARNERS FROM
HEADLINERS ENTERTAINMENT GROUP MAY REDUCE THE MARKET PRICE OF HEADLINERS'
SHARES.

     Headliners and Cornell Capital Partners are parties to a Standby
Equity Distribution Agreement.  The agreement provides that Headliners may
sell shares to Cornell Capital Partners for up to $30,000,000.  Under the
terms of a prior, similar agreement, Headliners sold a total of 59,468
shares to Cornell Capital Partners and received $2,215,000.  Cornell
Capital Partners resold most of these shares into the public market.
During the twelve month period in which these transactions to place, the
market price of Headliners' common stock fell from $500 per share
(adjusted for a subsequent 1-for-1000 reverse stock split) on January 8,
2004 to $11 on January 24, 2005, a reduction of almost 97%.

     Headliners intends to sell shares to Cornell Capital Partners under the
Standby Equity Distribution Agreement and expects that Cornell Capital
Partners will resell these shares into the public market.  Such resales by
Cornell Capital Partners may continue to reduce the market price of Headliners'
common stock.

     HEADLINERS ENTERTAINMENT GROUP WILL BE QUOTED ON THE OTC BULLETIN
BOARD FOR THE IMMEDIATE FUTURE.

     Headliners Entertainment Group does not meet the eligibility
requirements for listing on the NASDAQ Stock Market.  Until we meet those
standards and are accepted into the NASDAQ Stock Market, or unless we are
successful in securing a listing on the American Stock Exchange or some
other exchange, Headliners Entertainment Group common stock will be quoted
only on the OTC Bulletin Board.  Such a listing is considered less
prestigious than a NASDAQ Stock Market or an exchange listing, and many
brokerage firms will not recommend Bulletin Board stocks to their clients.
This situation may limit the liquidity of your shares.

     ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE
"PENNY STOCKS" SUCH AS HEADLINERS COMMON STOCK.

     Headliners' common stock is defined by the SEC as a "penny stock"
because it trades at a price less than $5.00 per share.  Many brokerage
firms will discourage their customers from purchasing penny stocks, and
even more brokerage firms will not recommend a penny stock to its
customers.  Most institutional investors will not invest in penny stocks.
In addition, many individual investors will not consider a purchase of a
penny stock due, among other things, to the negative reputation that
attends the penny stock market.  As a result of this widespread disdain
for penny stocks, there will be a limited market for Headliners' common
stock as long as it remains a "penny stock."  This situation may limit the
liquidity of your shares.
                                    -5-
ISSUANCE OF COMMON STOCK AND EQUIVALENTS BY HEADLINERS MAY DILUTE
THE VALUE OF OUTSTANDING SHARES AND REDUCE THE MARKET PRICE OF OUR COMMON
STOCK.

     Throughout the past six months, Headliners has made a number of
arrangements with its officers and directors that resulted in a total of
7,765,000 shares of our common stock being issued to them or to their
affiliates.  In addition, we have also during the same six month period
compensated our professional advisors and others by issuing a total of
4,511,000 shares of common stock to them.   Until we have sufficient
capital resources that we can afford to settle all of our debts in cash
and to pay cash for all of the services we need, we will continue to issue
stock for these purposes.

     When we issue stock to affiliates or to compensate advisors, we
value the stock at current market value, and we do not intend to vary from
that practice in the future.  When we issue stock to settle debts, we must
negotiate the valuation with our creditor, and there is a risk that we may
in the future be forced to issue stock at below-market value in order to
settle a pressing debt.  To date, however, we have been successful in
negotiating a valuation at current market value.  Nevertheless, any or all
of these transactions could have the effect of diluting the value of our
outstanding shares by reducing the per-share interest of our current
shareholders in the company.  In addition, the market for our shares may
be adversely affected by the issuance of additional shares.

                             SELLING SHAREHOLDERS

    The table below contains information regarding the individuals who are
using this prospectus to offer common shares.
                                                                   Percentage
                                                                   of
                           Shares       Number       Shares        Class
                           Owned        of Shares    Owned         Held
Selling                    Before       Shares       After         After
Shareholder   Position     Offering (1) Offered      Offering      Offering
-----------------------------------------------------------------------------

                                    -6-
OTHER AVAILABLE INFORMATION

     Headliners Entertainment Group, Inc. is incorporating by reference the
following document previously filed with the Securities and Exchange Commission:

     (a)  Headliners' Annual Report on Form 10-KSB for the year ended December
          31, 2004;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005;

     (c)  Headliners' Current Report on Form 8-K dated January 26, 2005;

     (d)  Headliners' Current Report on Form 8-K dated February 9, 2005;

     (e)  Headliners' Current Report on Form 8-K dated March 3, 2005;

     (f)  Headliners' Current Report on Form 8-K dated March 7, 2005;

     (g)  Headliners' Current Report on Form 8-K dated March 14, 2005;

     (h)  Headliners' Current Report on Form 8-K dated March 15, 2005;

     (i)  Headliners' Current Report on Form 8-K dated March 16, 2005;

     (j)  Headliners' Current Report on Form 8-K dated March 21, 2005;

     (k)  Headliners' Current Report on Form 8-K dated March 22, 2005;

     (l)  Headliners' Current Report on Form 8-K dated March 28, 2005;

     (m)  Headliners' Current Report on Form 8-K dated March 29, 2005;

     (n)  Headliners' Current Report on Form 8-K dated May 16, 2005;

     (o)  the description of Headliners's Common Stock contained in its
          Registration Statement on Form 10-SB.

     Headliners is also incorporating into this prospectus by reference all
documents hereafter filed by Headliners pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, until the termination of this
offering.

     Upon written or oral request, Headliners will provide to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who re
quests it. Any such request should be made to Eduardo Rodriguez, President,
Headliners, Inc., 501 Bloomfield Avenue, Montclair, NJ 07042, telephone: 973-
233-1233.

     Headliners files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information, which
may assist you in understanding our company.   In addition, we have filed a
registration statement on Form S-8, including exhibits, with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public Refer-
ence Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the
Commission at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. Our Commission filings, including the registration
statement, are also available to you on the Commission's Web site at
http://WWW.SEC.GOV.
                                    -7-
INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     The Bylaws of Headliners provide that the corporation shall indemnify its
directors and officers to the maximum extent provided by the Delaware General
Corporation Law.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors, officers or controlling persons pursuant to
the foregoing provision or otherwise, we have been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.

                     *       *       *       *       *

                                     -8-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Headliners
Entertainment Group, Inc. 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 Montclair and the State of New Jersey
on the 7th day of June, 2005.

                                 HEADLINERS ENTERTAINMENT GROUP, INC.

                                 By:/s/Eduardo Rodriguez
                                 ------------------------------
                                 Eduardo Rodriguez
                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on June 7, 2005.

       Name                              Title

/s/Eduardo Rodriguez              President (Chief Executive Officer,
-----------------------            Chief Financial Officer, Chief Accounting
Eduardo Rodriguez                  Officer), Director

/s/Michael Margolies              Director
-----------------------
Michael Margolies

                               INDEX TO EXHIBITS

4.1  2005 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Bagell, Josephs & Company, L.L.C.

23.2 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.