As filed with the Securities and Exchange Commission on February 20, 2002
                                                 Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          HOLLYWOOD PARTNERS.COM, INC.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                            33-0379106
            --------                                            ----------
  (State or other jurisdiction                               (I.R.S. employer
of incorporation or organization)                          identification  no.)

        1925 CENTURY PARK EAST, 5TH FLOOR
             LOS ANGELES, CALIFORNIA                                 90067
             -----------------------                                 -----
    (Address of principal executive offices)                       (Zip Code)



          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN BENDHEIM
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
   EMPLOYEE BENEFIT AGREEMENT BETWEEN THE REGISTRANT AND VALERIE A. BROADBENT
     EMPLOYEE BENEFIT AGREEMENT BETWEEN THE REGISTRANT AND LINDA DELLAVECHIA
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MICHAEL GALLO
        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND FRANK J. HARITON
        EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT AND NIKOLAS KONSTANT
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JEROME LIPMAN
           ----------------------------------------------------------
                            (Full title of the plans)

                              MR. NIKOLAS KONSTANT,
                             CHIEF EXECUTIVE OFFICER
                          HOLLYWOOD PARTNERS.COM, INC.
                        1925 CENTURY PARK EAST, 5TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067
                          -----------------------------
                     (Name and address of agent for service)

                                 (310) 552-0555
                                 --------------
           Telephone number, including area code, of agent for service

                                    Copy to:

                             FRANK J. HARITON, ESQ.
                              1065 DOBBS FERRY ROAD
                          WHITE PLAINS, NEW YORK 10607
                                 (914) 674-4373













                         CALCULATION OF REGISTRATION FEE

======================  ============  ==========  ===============  ============
                                       Proposed      Proposed
                                       Maximum        Maximum        Amount of
Title of Securities     Amount to be    Price        Aggregate     Registration
to be registered         Registered   Per Share*  Offering Price*      Fee**
----------------------  ------------  ----------  ---------------  ------------
Common Stock, par
value $.0001 per share   39,300,000      $.02       $786,000.00       $72.31
======================  ============  ==========  ===============  ============

* Based upon the average of the closing bid and asked prices of the Registrant's
Common Stock as reflected on the Electronic Bulletin Board on February 19, 2002
in the case of stock grants and based on the exercise price of options in the
case of options in the case of per share data and based upon the aggregate of
the foregoing stock price and exercise price in the case of aggregate data.

** Calculated pursuant to Rule 457(h).
================================================================================
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

(a) Hollywood Partners.com, Inc.'s (the "Company") Annual Report on Form 10-KSB
for the year ended December 31, 2000, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.

(d) The Form 8-K of the Company filed by the Company on September 28, 1999 which
contains a description of the Company's Common Stock.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Frank J. Hariton, Esq. owns: (i) 400,000 shares of the Company's common
         stock.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Seventh of the Company's Certificate of Incorporation provides
         for indemnification of the Company's officers and directors to the
         fullest extent permitted under the General Corporation Law of the State
         of Delaware ("DGCL").

                  SECTION 145 of the DGCL, as amended, applies to the Company
and the relevant portion of the DGCL provides as follows:










                                      II-1
<PAGE>

ss.145. Indemnification of officers, directors, employees and agents; insurance

            (a) A corporation shall have power to indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that the person
         is or was a director, officer, employee or agent of the corporation, or
         is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by the person in connection with such
         action, suit or proceeding if the person acted in good faith and in a
         manner the person 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 the person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person 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 reasonable cause to believe that the person's
         conduct was unlawful.

            (b) A corporation shall have power to indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that the person is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by the
         person in connection with the defense or settlement of such action or
         suit if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation and except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstances of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses which the Court of Chancery or such other court shall
         deem proper.

                                      II-2
<PAGE>

            (c) To the extent that a present or former director or officer of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b) of this section, or in defense of any claim, issue or matter
         therein, such person shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith.

            (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the present or former director, officer, employee or
         agent is proper in the circumstances because the person has met the
         applicable standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made, with respect to a
         person who is a director or officer at the time of such determination,
         (1) by a majority vote of the directors who are not parties to such
         action, suit or proceeding, even though less than a quorum, or (2) by a
         committee of such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if there are no such
         directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (4) by the stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by former directors and officers or other employees and agents
         may be so paid upon such terms and conditions, if any, as the
         corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
         granted pursuant to, the other subsections of this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in such person's official capacity and as
         to action in another capacity while holding such office.

            (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's

                                      II-3
<PAGE>

         status as such, whether or not the corporation would have the power to
         indemnify such person against such liability under this section.

            (h) For purposes of this section, references to "the corporation"
         shall include, in addition to the resulting corporation, any
         constituent corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers, and employees or agents, so that any person who is
         or was a director, officer, employee or agent of such constituent
         corporation, or is or was serving at the request of such constituent
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         shall stand in the same position under this section with respect to the
         resulting or surviving corporation as such person would have with
         respect to such constituent corporation if its separate existence had
         continued.

            (i) For purposes of this section, references to "other enterprises"
         shall include employee benefit plans; references to "fines" shall
         include any excise taxes assessed on a person with respect to any
         employee benefit plan; and references to "serving at the request of the
         corporation" shall include any service as a director, officer, employee
         or agent of the corporation which imposes duties on, or involves
         services by, such director, officer, employee or agent with respect to
         an employee benefit plan, its participants or beneficiaries; and a
         person who acted in good faith and in a manner such person reasonably
         believed to be in the interest of the participants and beneficiaries of
         an employee benefit plan shall be deemed to have acted in a manner "not
         opposed to the best interests of the corporation" as referred to in
         this section.

            (j) The indemnification and advancement of expenses provided by, or
         granted pursuant to, this section shall, unless otherwise provided when
         authorized or ratified, continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

            (k) The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or under any
         bylaw, agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees).

         The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws.

                                      II-4
<PAGE>
         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No "restricted securities," as defined in the instructions to Form S-8,
are being offered hereby.


ITEM 8.  EXHIBITS.

2.0      Share Exchange Agreement and Plan of Reorganization. *

3.0      Restated and Amended Certificate of Incorporation. *

5.01     Opinion of Frank J. Hariton, Esq.

10.07    Employment Agreement dated December 1, 2001 between Nikolas Konstant
         and the Registrant **

23.01    Consent of Frank J. Hariton, Esq. (included in Exhibit 5.01).

23.02    Consent of Merdinger, Fruchter, Rosen & Corso, P.C., Independent
         Certified Public Accountants.

24.01    Power of Attorney (contained on signature page)

99.03    Consulting Agreement between the Registrant and John Bendheim.

99.04    Consulting Agreement between the Registrant and Mark Beychok.

99.05    Employee Benefit Agreement between the Registrant and Valerie A.
         Broadbent.

99.06    Employee Benefit Agreement between the Registrant and Linda
         Dellavechia.

99.07    Consulting Agreement between the Registrant and Chris Furie.

99.08    Consulting Agreement between the Registrant and Michael Gallo.

99.09    Consulting Agreement between the Registrant and Frank J. Hariton.

99.10    Consulting Agreement between the Registrant and Jerome Lipman.

99.11    Re-Offer Prospectus dated February 15, 2002.


*        Incorporated by reference to the like numbered Exhibit to the September
         28, 1999 Form 8-K

**       Incorporated by reference to the Exhibit to the Registrant's December
         5, 2001 Form 8-K


                                      II-5
<PAGE>

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Company 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.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in 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 Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.














                                      II-6
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles and State of California, on the 20th day
of February 2002.


                                             HOLLYWOOD PARTNERS.COM, INC.

                                             By: /s/ Nikolas Konstant
                                                 -----------------------
                                                 Nikolas Konstant,
                                                 Chief Executive Officer





                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nikolas Konstant and Valerie A.
Broadbent, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or 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 he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

         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:


/s/ Nikolas Konstant       Director and Chief                  February 20, 2002
------------------------   Executive Officer
    Nikolas Konstant       (Principal Executive Officer)



/s/ Valerie A. Broadbent   Director, President, Secretary      February 20, 2002
------------------------   and Acting Chief Financial Officer
    Valerie A. Broadbent   (Principal Financial and
                            Accounting Officer)


/s/ William F. Broadbent   Director                            February 20, 2002
------------------------
    William F. Broadbent


                                      II-7
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{"company-data": {"conformed-name": "HOLLYWOOD PARTNERS COM INC", "cik": "0000859916", "assigned-sic": "7389", "irs-number": "330379106", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83070", "film-number": "02554269"}, "business-address": {"street1": "1800 AVENUE OF THE STARS", "street2": "SUITE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "9494539262"}, "mail-address": {"street1": "1800 AVENUE OF THE STARS", "street2": "SUITE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": {"former-conformed-name": "GUIDELINE CAPITAL CORP", "date-changed": "19980804"}}
As filed with the Securities and Exchange Commission on February 20, 2002
                                                 Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          HOLLYWOOD PARTNERS.COM, INC.
                          ----------------------------
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                            33-0379106
            --------                                            ----------
  (State or other jurisdiction                               (I.R.S. employer
of incorporation or organization)                          identification  no.)

        1925 CENTURY PARK EAST, 5TH FLOOR
             LOS ANGELES, CALIFORNIA                                 90067
             -----------------------                                 -----
    (Address of principal executive offices)                       (Zip Code)

          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN BENDHEIM
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
   EMPLOYEE BENEFIT AGREEMENT BETWEEN THE REGISTRANT AND VALERIE A. BROADBENT
     EMPLOYEE BENEFIT AGREEMENT BETWEEN THE REGISTRANT AND LINDA DELLAVECHIA
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MICHAEL GALLO
        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND FRANK J. HARITON
        EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT AND NIKOLAS KONSTANT
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JEROME LIPMAN
           ----------------------------------------------------------
                            (Full title of the plans)

                              MR. NIKOLAS KONSTANT,
                             CHIEF EXECUTIVE OFFICER
                          HOLLYWOOD PARTNERS.COM, INC.
                        1925 CENTURY PARK EAST, 5TH FLOOR
                          LOS ANGELES, CALIFORNIA 90067
                          -----------------------------
                     (Name and address of agent for service)

                                 (310) 552-0555
                                 --------------
           Telephone number, including area code, of agent for service

                                    Copy to:

                             FRANK J. HARITON, ESQ.
                              1065 DOBBS FERRY ROAD
                          WHITE PLAINS, NEW YORK 10607
                                 (914) 674-4373

                         CALCULATION OF REGISTRATION FEE

======================  ============  ==========  ===============  ============
                                       Proposed      Proposed
                                       Maximum        Maximum        Amount of
Title of Securities     Amount to be    Price        Aggregate     Registration
to be registered         Registered   Per Share*  Offering Price*      Fee**
----------------------  ------------  ----------  ---------------  ------------
Common Stock, par
value $.0001 per share   39,300,000      $.02       $786,000.00       $72.31
======================  ============  ==========  ===============  ============

* Based upon the average of the closing bid and asked prices of the Registrant's
Common Stock as reflected on the Electronic Bulletin Board on February 19, 2002
in the case of stock grants and based on the exercise price of options in the
case of options in the case of per share data and based upon the aggregate of
the foregoing stock price and exercise price in the case of aggregate data.

** Calculated pursuant to Rule 457(h).
================================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

(a) Hollywood Partners.com, Inc.'s (the "Company") Annual Report on Form 10-KSB
for the year ended December 31, 2000, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001.

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.

(d) The Form 8-K of the Company filed by the Company on September 28, 1999 which
contains a description of the Company's Common Stock.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Frank J. Hariton, Esq. owns: (i) 400,000 shares of the Company's common
         stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Seventh of the Company's Certificate of Incorporation provides
         for indemnification of the Company's officers and directors to the
         fullest extent permitted under the General Corporation Law of the State
         of Delaware ("DGCL").

                  SECTION 145 of the DGCL, as amended, applies to the Company
and the relevant portion of the DGCL provides as follows:

                                      II-1
ss.145. Indemnification of officers, directors, employees and agents; insurance

            (a) A corporation shall have power to indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the corporation) by reason of the fact that the person
         is or was a director, officer, employee or agent of the corporation, or
         is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by the person in connection with such
         action, suit or proceeding if the person acted in good faith and in a
         manner the person 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 the person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person 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 reasonable cause to believe that the person's
         conduct was unlawful.

            (b) A corporation shall have power to indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action or suit by or in the right of the
         corporation to procure a judgment in its favor by reason of the fact
         that the person is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise against expenses
         (including attorneys' fees) actually and reasonably incurred by the
         person in connection with the defense or settlement of such action or
         suit if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation and except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the corporation unless and only to
         the extent that the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstances of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses which the Court of Chancery or such other court shall
         deem proper.

                                      II-2
(c) To the extent that a present or former director or officer of a
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in subsections (a) and
         (b) of this section, or in defense of any claim, issue or matter
         therein, such person shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection therewith.

            (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the present or former director, officer, employee or
         agent is proper in the circumstances because the person has met the
         applicable standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made, with respect to a
         person who is a director or officer at the time of such determination,
         (1) by a majority vote of the directors who are not parties to such
         action, suit or proceeding, even though less than a quorum, or (2) by a
         committee of such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if there are no such
         directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (4) by the stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
         director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by former directors and officers or other employees and agents
         may be so paid upon such terms and conditions, if any, as the
         corporation deems appropriate.

            (f) The indemnification and advancement of expenses provided by, or
         granted pursuant to, the other subsections of this section shall not be
         deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in such person's official capacity and as
         to action in another capacity while holding such office.

            (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's

                                      II-3
status as such, whether or not the corporation would have the power to
         indemnify such person against such liability under this section.

            (h) For purposes of this section, references to "the corporation"
         shall include, in addition to the resulting corporation, any
         constituent corporation (including any constituent of a constituent)
         absorbed in a consolidation or merger which, if its separate existence
         had continued, would have had power and authority to indemnify its
         directors, officers, and employees or agents, so that any person who is
         or was a director, officer, employee or agent of such constituent
         corporation, or is or was serving at the request of such constituent
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         shall stand in the same position under this section with respect to the
         resulting or surviving corporation as such person would have with
         respect to such constituent corporation if its separate existence had
         continued.

            (i) For purposes of this section, references to "other enterprises"
         shall include employee benefit plans; references to "fines" shall
         include any excise taxes assessed on a person with respect to any
         employee benefit plan; and references to "serving at the request of the
         corporation" shall include any service as a director, officer, employee
         or agent of the corporation which imposes duties on, or involves
         services by, such director, officer, employee or agent with respect to
         an employee benefit plan, its participants or beneficiaries; and a
         person who acted in good faith and in a manner such person reasonably
         believed to be in the interest of the participants and beneficiaries of
         an employee benefit plan shall be deemed to have acted in a manner "not
         opposed to the best interests of the corporation" as referred to in
         this section.

            (j) The indemnification and advancement of expenses provided by, or
         granted pursuant to, this section shall, unless otherwise provided when
         authorized or ratified, continue as to a person who has ceased to be a
         director, officer, employee or agent and shall inure to the benefit of
         the heirs, executors and administrators of such a person.

            (k) The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or under any
         bylaw, agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees).

         The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws.

                                      II-4
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable. Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No "restricted securities," as defined in the instructions to Form S-8,
are being offered hereby.

ITEM 8.  EXHIBITS.

2.0      Share Exchange Agreement and Plan of Reorganization. *

3.0      Restated and Amended Certificate of Incorporation. *

5.01     Opinion of Frank J. Hariton, Esq.

10.07    Employment Agreement dated December 1, 2001 between Nikolas Konstant
         and the Registrant **

23.01    Consent of Frank J. Hariton, Esq. (included in Exhibit 5.01).

23.02    Consent of Merdinger, Fruchter, Rosen & Corso, P.C., Independent
         Certified Public Accountants.

24.01    Power of Attorney (contained on signature page)

99.03    Consulting Agreement between the Registrant and John Bendheim.

99.04    Consulting Agreement between the Registrant and Mark Beychok.

99.05    Employee Benefit Agreement between the Registrant and Valerie A.
         Broadbent.

99.06    Employee Benefit Agreement between the Registrant and Linda
         Dellavechia.

99.07    Consulting Agreement between the Registrant and Chris Furie.

99.08    Consulting Agreement between the Registrant and Michael Gallo.

99.09    Consulting Agreement between the Registrant and Frank J. Hariton.

99.10    Consulting Agreement between the Registrant and Jerome Lipman.

99.11    Re-Offer Prospectus dated February 15, 2002.

*        Incorporated by reference to the like numbered Exhibit to the September
         28, 1999 Form 8-K

**       Incorporated by reference to the Exhibit to the Registrant's December
         5, 2001 Form 8-K

                                      II-5
ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Company 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.

(b) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in 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 Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles and State of California, on the 20th day
of February 2002.

                                             HOLLYWOOD PARTNERS.COM, INC.

                                             By: /s/ Nikolas Konstant
                                                 -----------------------
                                                 Nikolas Konstant,
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nikolas Konstant and Valerie A.
Broadbent, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or 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 he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

         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:

/s/ Nikolas Konstant       Director and Chief                  February 20, 2002
------------------------   Executive Officer
    Nikolas Konstant       (Principal Executive Officer)

/s/ Valerie A. Broadbent   Director, President, Secretary      February 20, 2002
------------------------   and Acting Chief Financial Officer
    Valerie A. Broadbent   (Principal Financial and
                            Accounting Officer)

/s/ William F. Broadbent   Director                            February 20, 2002
------------------------
    William F. Broadbent

                                      II-7