As filed with the Securities and Exchange Commission on June 30, 2006

                                            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)

                       2006 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

                                  Proposed       Proposed
Title of                          Maximum        Maximum
Securities       Amount           Offering       Aggregate      Amount of
to be            to be            Price per      Offering       Registration
Registered       Registered (1)   Share (2)      Price (2)      Fee
------------------------------------------------------------------------------
Common Stock,    2,560,000 shares  $0.018        $46,080        $4.94
$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 2,560,000
      shares by $0.018, the closing price of shares of the Common Stock on the
      OTC Bulletin Board on June 23, 2006.

<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, 2005;

     (b) Headliners' Quarterly Report on Form 10-QSB for the quarter
         ended March 31, 2006;

     (c) 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
shall 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  2006 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

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

    23.2  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 underthe 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 and will be
governed by the final adjudication of such issue.

                                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 30th day
of June, 2006.

                             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 30, 2006.

Name                        Title

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


/s/ Michael Margolies       Director
Michael Margolies


                              INDEX TO EXHIBITS

4.1  2006 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

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

23.2 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": "333-135488", "film-number": "06935595"}, "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 30, 2006

                                            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)

                       2006 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

                                  Proposed       Proposed
Title of                          Maximum        Maximum
Securities       Amount           Offering       Aggregate      Amount of
to be            to be            Price per      Offering       Registration
Registered       Registered (1)   Share (2)      Price (2)      Fee
------------------------------------------------------------------------------
Common Stock,    2,560,000 shares  $0.018        $46,080        $4.94
$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 2,560,000
      shares by $0.018, the closing price of shares of the Common Stock on the
      OTC Bulletin Board on June 23, 2006.
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, 2005;

     (b) Headliners' Quarterly Report on Form 10-QSB for the quarter
         ended March 31, 2006;

     (c) 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
shall 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  2006 Stock and Stock Option Plan

     5    Opinion of Robert Brantl, Esq.

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

    23.2  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 underthe 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 and will be
governed by the final adjudication of such issue.

                                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 30th day
of June, 2006.

                             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 30, 2006.

Name                        Title

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

/s/ Michael Margolies       Director
Michael Margolies

                              INDEX TO EXHIBITS

4.1  2006 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

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

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