As filed with the Securities and Exchange Commission on March 29, 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 EQUITY INCENTIVE 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,   3,000,000 shares  $3.00          $9,000,000        $1,059.30
 $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
    3,000,000  shares by $3.00, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on March 25, 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, 2003;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2004;

     (c)  Headliners' Current Report on Form 8-K dated May 29, 2004;

     (d)  Headliners' Current Report on Form 8-K dated June 28, 2004;

     (e)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 2004;

     (f)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          September 30, 2004;

     (g)  Headliners' Current Report on Form 8-K dated December 8, 2004;

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

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

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

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

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

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

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

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

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

     (q)  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 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

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

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;

<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.

                        3,000,000 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 March 29, 2005
<PAGE>

                            TABLE OF CONTENTS

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

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

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . -7-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . -8-


                               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.

     Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  At
September 30, 2004 our debts totaled $5,687,792, and our liquid assets totaled
$16,849.  We are engaged in efforts to negotiate compromises and extensions
with major creditors.  If those negotiations are unsuccessful, however, our
business may fail.

     WE LACK SUFFICIENT CAPITAL TO FULLY CARRY OUT OUR BUSINESS PLAN.

     In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources are
sparse.  In order to expand our operations, we will need an infusion of capital,
since each new club requires a capital investment by Headliners, whether we
acquire it or develop it ourselves.  Sometimes it is an insignificant invest-
ment, as when we license our name and services to outside investors.  But often
it is a substantial investment, as when we build a new club ourselves.  At
present, our only confirmed source of capital is our Standby Equity
Distribution Agreement with Cornell Capital Partners.  However, the amount
that we can obtain under that Agreement at current market prices for our
common stock is limited.  We will request additional loans from Cornell
Capital Partners for our immediate cash needs, but Cornell Capital Partners
has no obligation to loan us money, particularly as we currently owe it
$7,500,000.  If we cannot obtain loans from Cornell Capital Partners or
additional capital from other sources, it is unlikely that our business will
ever be prosperous.
                                    -2-
<PAGE>

     IF WE ACQUIRE THE SIX ENTERTAINMENT PROPERTIES THAT WE HAVE CONTRACTED
TO PURCHASE, OUR NEED FOR CAPITAL WILL INCREASE.

     We are currently under contract to acquire the entire equity in six dance
clubs, two of which have been developed in conjunction with a Rascals Comedy
Club.  The contract also provides for the development of an additional dance
club/comedy club complex in Hampton VA at a cost of $1.4 million.  The parties
also contemplate that they will build other such complexes in the coming years.
The acquisitions will only occur if we are able to raise the necessary funds,
specifically $1,908,000 that we are required to pay at the closing of the
acquisitions.  If the acquisitions do occur, payment of the purchase price
and the development of additional clubs will require that Headliners obtain
capital, most likely from the capital markets.  Those capital-raising
activities could have an adverse effect on the market for our common stock.

     CURRENT SHAREHOLDERS MAY 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 grow, 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 relation
ship 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 of the Selling Shareholders included in this
prospectus, who agreed to purchase 65,833,324 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.

                                    -3-
<PAGE>

     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
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.

     IF OUR PLAN TO ACQUIRE SIX DANCE CLUBS AND DEVELOP OTHERS IS REALIZED,
OUR SUCCESS WILL DEPEND ON THE MANAGEMENT SKILLS OF THE INDIVIDUALS WHO
NOW MANAGE THOSE DANCE CLUBS.

     We are under contract to acquire six dance clubs and build one additional
club.  The revenue from those clubs, if we acquire them, will far exceed the
revenue we now realize from our comedy clubs.  However, neither of our
present officers has any experience in the business of operating dance clubs.
If we acquire those clubs, we will rely on the two individuals from whom we are
acquiring the dance clubs to provide us sound management in the future.  If
their services became unavailable, or if their management decisions were
unsound, it would have a serious adverse effect on our business.

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

     Delaware corporation law provides that members of the board of direc
tors 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 Entermainment
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 mem
bers will be nominated and elected by the present members of the Board.

                                    -4-
<PAGE>

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

     Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control 75% 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.

     THE RESALE OF SHARES ACQUIRED BY CORNELL CPAITAL PARTNERS 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 that became effective on January 8, 2004.  The agreement
provides that Headliners may sell shares to Cornell Capital Partners for up
to $30,000,000.  To date, we have sold a total of 59,468,007 shares to Cornell
Capital Partners pursuant to earlier agreements between Headliners and 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 took place, the market price of Headliners' common stock fell
from $500 per share (adjusted to reflect the subsequent 1-for-1000 reverse stock
split) on January 8, 2004 to $11.00 on January 24, 2005, a reduction of almost
98%.

     Headliners currently owes Cornell Capital Partners over $7,500,000.  In
order to satisfy those debts, we expect to issue additional shares of common
stock to Cornell Capital Partners.  Ii is likely that resale of those shares by
Cornell Capital Partners will further reduce the market price for our common
stock.
                                    -5-

<PAGE>

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

     Headliners Entertainment Group does not meet the eligibility require
ments 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 recom
mend 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.

     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 three years, Headliners has made a number of
arrangements with its officers and directors that resulted in a total of
7,865,000 shares of our common stock being issued to them or to their
affiliates.  In addition, we have also during the same three years satisfied
debts and compensated our professional advisors and others by issuing a total
of 2,446,108 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, 2003;

     (b)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2004;

     (c)   Headliners' Current Report on Form 8-K dated May 29, 2004;

     (d)   Headliners' Current Report on Form 8-K dated June 28, 2004;

     (e)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended June 30, 2004;

     (f)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended September 30, 2004;

     (g)   Headliners' Current Report on Form 8-K dated December 8, 2004;

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

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

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

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

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

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

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

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

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

     (q)   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 28th day of March, 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 March 28, 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 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

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

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.
[{"type": "S-8", "sequence": "1", "filename": "hls8regismar05.txt", "description": "HEADLINERS S8 REGISTRTAION", "secsgml_size_bytes": 34546}]
{"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": "333-123651", "film-number": "05710063"}, "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 March 29, 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 EQUITY INCENTIVE 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,   3,000,000 shares  $3.00          $9,000,000        $1,059.30
 $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
    3,000,000  shares by $3.00, the closing price of shares of the Common
    Stock on the OTC Bulletin Board on March 25, 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, 2003;

     (b)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2004;

     (c)  Headliners' Current Report on Form 8-K dated May 29, 2004;

     (d)  Headliners' Current Report on Form 8-K dated June 28, 2004;

     (e)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 2004;

     (f)  Headliners' Quarterly Report on Form 10-QSB for the quarter ended
          September 30, 2004;

     (g)  Headliners' Current Report on Form 8-K dated December 8, 2004;

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

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

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

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

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

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

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

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

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

     (q)  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 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

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

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 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.

                        3,000,000 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 March 29, 2005
TABLE OF CONTENTS

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

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

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . -7-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . -8-

                               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.

     Primarily as a result of the operating losses experienced over the past
three years, our debts are far in excess of the book value of our assets.  At
September 30, 2004 our debts totaled $5,687,792, and our liquid assets totaled
$16,849.  We are engaged in efforts to negotiate compromises and extensions
with major creditors.  If those negotiations are unsuccessful, however, our
business may fail.

     WE LACK SUFFICIENT CAPITAL TO FULLY CARRY OUT OUR BUSINESS PLAN.

     In order to make our operations cost-efficient, it is necessary that we
expand our operations.  At the present time, however, our capital resources are
sparse.  In order to expand our operations, we will need an infusion of capital,
since each new club requires a capital investment by Headliners, whether we
acquire it or develop it ourselves.  Sometimes it is an insignificant invest-
ment, as when we license our name and services to outside investors.  But often
it is a substantial investment, as when we build a new club ourselves.  At
present, our only confirmed source of capital is our Standby Equity
Distribution Agreement with Cornell Capital Partners.  However, the amount
that we can obtain under that Agreement at current market prices for our
common stock is limited.  We will request additional loans from Cornell
Capital Partners for our immediate cash needs, but Cornell Capital Partners
has no obligation to loan us money, particularly as we currently owe it
$7,500,000.  If we cannot obtain loans from Cornell Capital Partners or
additional capital from other sources, it is unlikely that our business will
ever be prosperous.
                                    -2-
IF WE ACQUIRE THE SIX ENTERTAINMENT PROPERTIES THAT WE HAVE CONTRACTED
TO PURCHASE, OUR NEED FOR CAPITAL WILL INCREASE.

     We are currently under contract to acquire the entire equity in six dance
clubs, two of which have been developed in conjunction with a Rascals Comedy
Club.  The contract also provides for the development of an additional dance
club/comedy club complex in Hampton VA at a cost of $1.4 million.  The parties
also contemplate that they will build other such complexes in the coming years.
The acquisitions will only occur if we are able to raise the necessary funds,
specifically $1,908,000 that we are required to pay at the closing of the
acquisitions.  If the acquisitions do occur, payment of the purchase price
and the development of additional clubs will require that Headliners obtain
capital, most likely from the capital markets.  Those capital-raising
activities could have an adverse effect on the market for our common stock.

     CURRENT SHAREHOLDERS MAY 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 grow, 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 relation
ship 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 of the Selling Shareholders included in this
prospectus, who agreed to purchase 65,833,324 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.

                                    -3-
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
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.

     IF OUR PLAN TO ACQUIRE SIX DANCE CLUBS AND DEVELOP OTHERS IS REALIZED,
OUR SUCCESS WILL DEPEND ON THE MANAGEMENT SKILLS OF THE INDIVIDUALS WHO
NOW MANAGE THOSE DANCE CLUBS.

     We are under contract to acquire six dance clubs and build one additional
club.  The revenue from those clubs, if we acquire them, will far exceed the
revenue we now realize from our comedy clubs.  However, neither of our
present officers has any experience in the business of operating dance clubs.
If we acquire those clubs, we will rely on the two individuals from whom we are
acquiring the dance clubs to provide us sound management in the future.  If
their services became unavailable, or if their management decisions were
unsound, it would have a serious adverse effect on our business.

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

     Delaware corporation law provides that members of the board of direc
tors 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 Entermainment
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 mem
bers will be nominated and elected by the present members of the Board.

                                    -4-
RELATED PARTY TRANSACTIONS MAY OCCUR ON TERMS THAT ARE NOT FAVORABLE
TO HEADLINERS ENTERTAINMENT GROUP.

     Two members of our Board of Directors, Eduardo Rodriguez and Michael
Margolies, directly and through their families, control 75% 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.

     THE RESALE OF SHARES ACQUIRED BY CORNELL CPAITAL PARTNERS 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 that became effective on January 8, 2004.  The agreement
provides that Headliners may sell shares to Cornell Capital Partners for up
to $30,000,000.  To date, we have sold a total of 59,468,007 shares to Cornell
Capital Partners pursuant to earlier agreements between Headliners and 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 took place, the market price of Headliners' common stock fell
from $500 per share (adjusted to reflect the subsequent 1-for-1000 reverse stock
split) on January 8, 2004 to $11.00 on January 24, 2005, a reduction of almost
98%.

     Headliners currently owes Cornell Capital Partners over $7,500,000.  In
order to satisfy those debts, we expect to issue additional shares of common
stock to Cornell Capital Partners.  Ii is likely that resale of those shares by
Cornell Capital Partners will further reduce the market price for our common
stock.
                                    -5-
HEADLINERS ENTERTAINMENT GROUP WILL BE QUOTED ON THE OTC BULLETIN
BOARD FOR THE IMMEDIATE FUTURE.

     Headliners Entertainment Group does not meet the eligibility require
ments 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 recom
mend 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.

     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 three years, Headliners has made a number of
arrangements with its officers and directors that resulted in a total of
7,865,000 shares of our common stock being issued to them or to their
affiliates.  In addition, we have also during the same three years satisfied
debts and compensated our professional advisors and others by issuing a total
of 2,446,108 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, 2003;

     (b)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2004;

     (c)   Headliners' Current Report on Form 8-K dated May 29, 2004;

     (d)   Headliners' Current Report on Form 8-K dated June 28, 2004;

     (e)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended June 30, 2004;

     (f)   Headliners' Quarterly Report on Form 10-QSB for the quarter
           ended September 30, 2004;

     (g)   Headliners' Current Report on Form 8-K dated December 8, 2004;

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

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

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

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

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

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

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

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

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

     (q)   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 28th day of March, 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 March 28, 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 Equity Incentive Plan

5    Opinion of Robert Brantl, Esq.

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

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