<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                           BIGSTAR ENTERTAINMENT, INC.

               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)


         DELAWARE                                               13-3995258
 (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                19 FULTON STREET
                                    5TH FLOOR
                            NEW YORK, NEW YORK 10038
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                           BIGSTAR ENTERTAINMENT, INC.

                      1998 STOCK OPTION AND INCENTIVE PLAN
                      1999 STOCK OPTION AND INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)


                                DAVID FRIEDENSOHN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           BIGSTAR ENTERTAINMENT, INC.
                          19 FULTON STREET - 5TH FLOOR
                            NEW YORK, NEW YORK 10038
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (212) 981-6300
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                             RUBI FINKELSTEIN, ESQ.
                            RICHARD D. HARROCH, ESQ.
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 506-5000
                              (212) 506-5151 (FAX)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                            AMOUNT             PROPOSED            PROPOSED           AMOUNT OF
                                            TO BE          MAXIMUM OFFERING   MAXIMUM AGGREGATE     REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED       PRICE PER SHARE*    OFFERING PRICE*          FEE*
------------------------------------      -----------      ----------------   -----------------     -------------
<S>                                        <C>                  <C>               <C>                  <C>
Common Stock, par value $0.001 per
Share                                      258,117              $  1.22             $7,436,902           $1,964
</TABLE>
<PAGE>   2
<TABLE>
<S>                                        <C>                  <C>               <C>                  <C>
                                            77,600              $  2.99
                                           225,283              $  3.74
                                             4,000              $  4.13
                                             2,500              $  4.75
                                            25,500              $ 4.875
                                            27,000              $  4.88
                                             6,000              $  5.38
                                             4,000              $  5.44
                                            38,000              $  5.63
                                             5,000              $  5.69
                                             5,000              $  5.75
                                            17,509              $  6.19
                                             4,000              $  6.50
                                            10,000              $6.6875
                                             2,500              $  6.75
                                             8,500              $  6.94
                                             9,000              $  7.00
                                             2,200              $7.0625
                                            12,000              $  7.25
                                            20,000              $  7.31
                                            10,000              $  7.38
                                             2,000              $  7.63
                                             1,500              $  7.81
                                            25,000              $7.9375
                                            55,000              $  7.94
                                            15,036              $  8.50
                                           564,275              $7.0625
</TABLE>

*  Pursuant to Rule 457(h)(1), the proposed maximum offering price and the
   proposed maximum aggregate offering price have been calculated on the basis
   of $7.0625 per share, the average of the high and low prices of the Common
   Stock on Nasdaq on January 7, 2000 with respect to 564,275 shares of Common
   Stock and on the basis of the exercise prices of options previously granted
   with respect to 872,245 shares of Common Stock.
<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information *

Item 2.       Registrant Information and Employee Plan Annual Information *

              * Information required by Part I to be contained in the Section
              10(a) prospectus is omitted from this Registration Statement in
              accordance with Rule 428 under the Securities Act of 1933, as
              amended (the "Securities Act"), and the Note to Part I of Form
              S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

              The following documents filed by BigStar Entertainment, Inc. (the
              "Registrant") with the Securities and Exchange Commission (the
              "Commission") are hereby incorporated by reference in this
              Registration Statement:

                           (a) The audited consolidated financial statements of
              the Registrant contained in the prospectus dated August 2, 1999
              filed by the Registrant under Rule 424(b) (Registration No.
              333-77963).

                           (b) The Registrant's Quarterly Reports on Form 10-Q
              for the Quarterly Periods ended June 30, 1999 and September 30,
              1999 (File No. 000-26793).

                           (c) The description of the Registrant's Common Stock
              contained in the Registrant's Registration Statement on Form 8-A
              (File No. 000-26793), including any subsequent amendment or report
              filed for the purpose of updating that description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

The financial statements of the Registrant as of December 31, 1998 and for the
period from March 2, 1998 (inception) to December 31, 1998 have been
incorporated by reference in this Registration Statement in reliance upon the
report of Arthur Andersen LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. To the extent that Arthur Andersen LLP audits and
reports on financial statements of the
<PAGE>   4
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4.       Description of Securities

              Inapplicable.

Item 5.       Interests of Named Experts and Counsel

              The validity of the Common Stock offered hereby will be passed
              upon for the Registrant by Orrick, Herrington & Sutcliffe LLP, New
              York, New York. Orrick, Herrington & Sutcliffe LLP beneficially
              owns 19,400 shares of the Registrant's common stock.

Item 6.       Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law provides that
              a corporation may indemnify directors and officers, as well as
              other employees and individuals, against expenses (including
              attorneys' fees), judgments, fines and amounts paid in settlement
              actually and reasonably incurred by any such person in connection
              with any threatened, pending or completed actions, suits or
              proceedings in which such person is made a party by reason of such
              person being or having been a director, officer, employee or agent
              of the Registrant. The Delaware General Corporation Law provides
              that Section 145 is not exclusive of other rights to which those
              seeking indemnification may be entitled under any bylaw,
              agreement, vote of stockholders or disinterested directors or
              otherwise. The Registrant's Bylaws provide for indemnification by
              the Registrant of its directors and officers to the fullest extent
              permitted by the Delaware General Corporation Law.

              Section 102(b)(7) of the Delaware General Corporation Law permits
              a corporation to provide in its certificate of incorporation that
              a director of the corporation shall not be personally liable to
              the corporation or its stockholders for monetary damages for
              breach of fiduciary duty as a director, except for liability (i)
              for any breach of the director's duty of loyalty to the
              corporation or its stockholders, (ii) for acts or omissions not in
              good faith or which involve intentional misconduct or a knowing
              violation of law, (iii) for unlawful payments of dividends or
              unlawful stock repurchases, redemptions or other distributions, or
              (iv) for any transaction from which the director derived an
              improper personal benefit. The Registrant's Certificate of
              Incorporation provides for indemnification of its directors in
              connection with any proceeding to the fullest extent permitted by
              law.

              The Registrant has obtained directors' and officers' insurance
              providing indemnification for certain of the Registrant's
              directors, officers and employees for certain liabilities.

Item 7.       Exemption From Registration Claimed

              Inapplicable.
<PAGE>   5
Item 8.       Exhibits

              Exhibit
              Number          Description

              5.1             Opinion of Orrick, Herrington & Sutcliffe LLP.

              23.1            Consent of Orrick, Herrington & Sutcliffe LLP
                              (included in Exhibit 5.1 to this Registration
                              Statement).

              23.2            Consent of Arthur Andersen LLP.

              24              Powers of Attorney (included on page 5).

              99.1            1998 Stock Option and Incentive Plan.

              99.2            1999 Amended Stock Option and Incentive Plan.

              99.3            1999 Employee Stock Purchase Plan (incorporated
                              by reference from Exhibit No. 10.9 to
                              Registration Statement File No. 333-77963).

Item 9.       Undertakings

      (a)     The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are
       being made, a post-effective amendment to this Registration Statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           and

                  (iii)    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;
                           provided, however, that paragraphs (a)(1)(i)and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the Registration Statement.

              (2) That, for the purpose of determining any liability under the
       Securities Act, 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.
<PAGE>   6
              (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>   7
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 13th of January,
2000.



                                  BIGSTAR ENTERTAINMENT, INC.
                                  (Registrant)

                                      /s/ David Friedensohn
                                  By:____________________________
                                     David Friedensohn
                                     Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below each severally constitutes and appoints David Friedensohn and David
Levitsky, and each of them, as true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for them in their name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

Signature                                         Capacity                             Date
---------                                         --------                             ----
<S>                                <C>                                           <C>
     /s/ David Friedensohn         Chairman of the Board of Directors and
-------------------------------         Chief Executive Officer                  January 13, 2000
David Friedensohn                      (Principal Executive Officer)

      /s/ David Levitsky                  Executive Vice President,              January 13, 2000
-------------------------------         General Manager and Director
David Levitsky

      /s/ Robert Yingling                  Chief Financial Officer               January 13, 2000
---------------------------------       (Principal Financial Officer)
Robert Yingling

    /s/ D. Jonathan Merriman
--------------------------------                 Director                        January 13, 2000
D. Jonathan Merriman
</TABLE>
<PAGE>   8
<TABLE>
<S>                                <C>                                           <C>

      /s/ William Lansing
--------------------------------                 Director                        January 13, 2000
William Lansing

     /s/ Steven A. Ledger
--------------------------------                 Director                        January 13, 2000
Steven A. Ledger

     /s/ Marleen McDaniel
--------------------------------                 Director                        January 13, 2000
Marleen McDaniel


--------------------------------                 Director
I. Martin Pompadur
</TABLE>
<PAGE>   9
                                  EXHIBIT INDEX

          Exhibit
          Number        Description
          ------        -----------


            5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

            23.1        Consent of Orrick, Herrington & Sutcliffe LLP (included
                        in Exhibit 5.1 to this Registration Statement).

            23.2        Consent of Arthur Andersen LLP.

            24          Powers of Attorney (included on page 5 of this
                        Registration Statement).

            99.1        1998 Stock Option and Incentive Plan.

            99.2        1999 Amended Stock Option and Incentive Plan.

            99.3        1999 Employee Stock Purchase Plan (incorporated by
                        reference from Exhibit No. 10.9 to Registration
                        Statement File No. 333-77963).
[{"type": "S-8", "sequence": "1", "description": "BIGSTAR ENTERTAINMENT, INC.", "secsgml_size_bytes": 21617}]
{"company-data": {"conformed-name": "BIGSTAR ENTERTAINMENT INC /NY", "cik": "0001058430", "assigned-sic": "5735", "irs-number": "133995258", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94637", "film-number": "507152"}, "business-address": {"street1": "19 FULTON ST 4TH FL", "street2": "212-877-7633", "city": "NEW YORK", "state": "NY", "zip": "10038"}, "mail-address": {"street1": "19 FULTON ST", "street2": "5TH FL", "city": "NEW YORK", "state": "NY", "zip": "10038"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           BIGSTAR ENTERTAINMENT, INC.

               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                               13-3995258
 (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                19 FULTON STREET
                                    5TH FLOOR
                            NEW YORK, NEW YORK 10038
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                           BIGSTAR ENTERTAINMENT, INC.

                      1998 STOCK OPTION AND INCENTIVE PLAN
                      1999 STOCK OPTION AND INCENTIVE PLAN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                DAVID FRIEDENSOHN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           BIGSTAR ENTERTAINMENT, INC.
                          19 FULTON STREET - 5TH FLOOR
                            NEW YORK, NEW YORK 10038
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (212) 981-6300
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                             RUBI FINKELSTEIN, ESQ.
                            RICHARD D. HARROCH, ESQ.
                       ORRICK, HERRINGTON & SUTCLIFFE LLP
                                666 FIFTH AVENUE
                            NEW YORK, NEW YORK 10103
                                 (212) 506-5000
                              (212) 506-5151 (FAX)
CALCULATION OF REGISTRATION FEE

                                            AMOUNT             PROPOSED            PROPOSED           AMOUNT OF
                                            TO BE          MAXIMUM OFFERING   MAXIMUM AGGREGATE     REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED       PRICE PER SHARE*    OFFERING PRICE*          FEE*
------------------------------------      -----------      ----------------   -----------------     -------------
Common Stock, par value $0.001 per
Share                                      258,117              $  1.22             $7,436,902           $1,964
2
77,600              $  2.99
                                           225,283              $  3.74
                                             4,000              $  4.13
                                             2,500              $  4.75
                                            25,500              $ 4.875
                                            27,000              $  4.88
                                             6,000              $  5.38
                                             4,000              $  5.44
                                            38,000              $  5.63
                                             5,000              $  5.69
                                             5,000              $  5.75
                                            17,509              $  6.19
                                             4,000              $  6.50
                                            10,000              $6.6875
                                             2,500              $  6.75
                                             8,500              $  6.94
                                             9,000              $  7.00
                                             2,200              $7.0625
                                            12,000              $  7.25
                                            20,000              $  7.31
                                            10,000              $  7.38
                                             2,000              $  7.63
                                             1,500              $  7.81
                                            25,000              $7.9375
                                            55,000              $  7.94
                                            15,036              $  8.50
                                           564,275              $7.0625
*  Pursuant to Rule 457(h)(1), the proposed maximum offering price and the
   proposed maximum aggregate offering price have been calculated on the basis
   of $7.0625 per share, the average of the high and low prices of the Common
   Stock on Nasdaq on January 7, 2000 with respect to 564,275 shares of Common
   Stock and on the basis of the exercise prices of options previously granted
   with respect to 872,245 shares of Common Stock.
3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information *

Item 2.       Registrant Information and Employee Plan Annual Information *

              * Information required by Part I to be contained in the Section
              10(a) prospectus is omitted from this Registration Statement in
              accordance with Rule 428 under the Securities Act of 1933, as
              amended (the "Securities Act"), and the Note to Part I of Form
              S-8.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

              The following documents filed by BigStar Entertainment, Inc. (the
              "Registrant") with the Securities and Exchange Commission (the
              "Commission") are hereby incorporated by reference in this
              Registration Statement:

                           (a) The audited consolidated financial statements of
              the Registrant contained in the prospectus dated August 2, 1999
              filed by the Registrant under Rule 424(b) (Registration No.
              333-77963).

                           (b) The Registrant's Quarterly Reports on Form 10-Q
              for the Quarterly Periods ended June 30, 1999 and September 30,
              1999 (File No. 000-26793).

                           (c) The description of the Registrant's Common Stock
              contained in the Registrant's Registration Statement on Form 8-A
              (File No. 000-26793), including any subsequent amendment or report
              filed for the purpose of updating that description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

The financial statements of the Registrant as of December 31, 1998 and for the
period from March 2, 1998 (inception) to December 31, 1998 have been
incorporated by reference in this Registration Statement in reliance upon the
report of Arthur Andersen LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. To the extent that Arthur Andersen LLP audits and
reports on financial statements of the
4
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.

Item 4.       Description of Securities

              Inapplicable.

Item 5.       Interests of Named Experts and Counsel

              The validity of the Common Stock offered hereby will be passed
              upon for the Registrant by Orrick, Herrington & Sutcliffe LLP, New
              York, New York. Orrick, Herrington & Sutcliffe LLP beneficially
              owns 19,400 shares of the Registrant's common stock.

Item 6.       Indemnification of Directors and Officers

              Section 145 of the Delaware General Corporation Law provides that
              a corporation may indemnify directors and officers, as well as
              other employees and individuals, against expenses (including
              attorneys' fees), judgments, fines and amounts paid in settlement
              actually and reasonably incurred by any such person in connection
              with any threatened, pending or completed actions, suits or
              proceedings in which such person is made a party by reason of such
              person being or having been a director, officer, employee or agent
              of the Registrant. The Delaware General Corporation Law provides
              that Section 145 is not exclusive of other rights to which those
              seeking indemnification may be entitled under any bylaw,
              agreement, vote of stockholders or disinterested directors or
              otherwise. The Registrant's Bylaws provide for indemnification by
              the Registrant of its directors and officers to the fullest extent
              permitted by the Delaware General Corporation Law.

              Section 102(b)(7) of the Delaware General Corporation Law permits
              a corporation to provide in its certificate of incorporation that
              a director of the corporation shall not be personally liable to
              the corporation or its stockholders for monetary damages for
              breach of fiduciary duty as a director, except for liability (i)
              for any breach of the director's duty of loyalty to the
              corporation or its stockholders, (ii) for acts or omissions not in
              good faith or which involve intentional misconduct or a knowing
              violation of law, (iii) for unlawful payments of dividends or
              unlawful stock repurchases, redemptions or other distributions, or
              (iv) for any transaction from which the director derived an
              improper personal benefit. The Registrant's Certificate of
              Incorporation provides for indemnification of its directors in
              connection with any proceeding to the fullest extent permitted by
              law.

              The Registrant has obtained directors' and officers' insurance
              providing indemnification for certain of the Registrant's
              directors, officers and employees for certain liabilities.

Item 7.       Exemption From Registration Claimed

              Inapplicable.
5
Item 8.       Exhibits

              Exhibit
              Number          Description

              5.1             Opinion of Orrick, Herrington & Sutcliffe LLP.

              23.1            Consent of Orrick, Herrington & Sutcliffe LLP
                              (included in Exhibit 5.1 to this Registration
                              Statement).

              23.2            Consent of Arthur Andersen LLP.

              24              Powers of Attorney (included on page 5).

              99.1            1998 Stock Option and Incentive Plan.

              99.2            1999 Amended Stock Option and Incentive Plan.

              99.3            1999 Employee Stock Purchase Plan (incorporated
                              by reference from Exhibit No. 10.9 to
                              Registration Statement File No. 333-77963).

Item 9.       Undertakings

      (a)     The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are
       being made, a post-effective amendment to this Registration Statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;
                           and

                  (iii)    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;
                           provided, however, that paragraphs (a)(1)(i)and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the Registration Statement.

              (2) That, for the purpose of determining any liability under the
       Securities Act, 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.
6
              (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

       (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 13th of January,
2000.

                                  BIGSTAR ENTERTAINMENT, INC.
                                  (Registrant)

                                      /s/ David Friedensohn
                                  By:____________________________
                                     David Friedensohn
                                     Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below each severally constitutes and appoints David Friedensohn and David
Levitsky, and each of them, as true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for them in their name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                         Capacity                             Date
---------                                         --------                             ----
/s/ David Friedensohn         Chairman of the Board of Directors and
-------------------------------         Chief Executive Officer                  January 13, 2000
David Friedensohn                      (Principal Executive Officer)

      /s/ David Levitsky                  Executive Vice President,              January 13, 2000
-------------------------------         General Manager and Director
David Levitsky

      /s/ Robert Yingling                  Chief Financial Officer               January 13, 2000
---------------------------------       (Principal Financial Officer)
Robert Yingling

    /s/ D. Jonathan Merriman
--------------------------------                 Director                        January 13, 2000
D. Jonathan Merriman
8
/s/ William Lansing
--------------------------------                 Director                        January 13, 2000
William Lansing

     /s/ Steven A. Ledger
--------------------------------                 Director                        January 13, 2000
Steven A. Ledger

     /s/ Marleen McDaniel
--------------------------------                 Director                        January 13, 2000
Marleen McDaniel

--------------------------------                 Director
I. Martin Pompadur
9
                                  EXHIBIT INDEX

          Exhibit
          Number        Description
          ------        -----------

            5.1         Opinion of Orrick, Herrington & Sutcliffe LLP.

            23.1        Consent of Orrick, Herrington & Sutcliffe LLP (included
                        in Exhibit 5.1 to this Registration Statement).

            23.2        Consent of Arthur Andersen LLP.

            24          Powers of Attorney (included on page 5 of this
                        Registration Statement).

            99.1        1998 Stock Option and Incentive Plan.

            99.2        1999 Amended Stock Option and Incentive Plan.

            99.3        1999 Employee Stock Purchase Plan (incorporated by
                        reference from Exhibit No. 10.9 to Registration
                        Statement File No. 333-77963).