Empfehlung :Rascals !

Erfahrung in der Unterhaltungsbranche und einen etablierten Namen gesetzt....diesbezüglich sehe ich mich allerdings nicht bestätigt. Vor allem bei der Abarbeitung des Business Plans harpert es doch deutlich, das passt auch zu den regelmässig verspäteten Filings und dem Bestreben sämtliche Werte in private Herrschaft der Eigentümerfamilien zu verschieben.
By: just4laffs0  
10 Feb 2005, 02:06 PM EST
Msg. 765 of 779
(This msg. is a reply to 764 by whickedsmart.)
Jump to msg. #  
Well I know why there's been no mention of the Palisades Center opening.

I stopped by to take a look.

They have a really nice marquee above the entrance to the Restrooms. It says "Coming Soon, Now Hiring, Happy Holidays" Happy Holidays???? How long has it been since anyone has been there? The holidays are OVER. When you walk down the hallway past the restrooms there is a metal door with no door knob, just a metal object sticking out where the door knob should be and a padlock on the door. There is a piece of paper on the door stating they are taking applications Monday-Friday between 10 & 3.

I spoke to some of the other tenants nearby and they claim they never see anyone there and it has been a long time since someone has been there. I guess that explains the "Happy Holidays"

I thought you would like to know since any type of informative statement from the company is void.

Ob die Leute sich gegen Geld Komikerclips bei Microsoft in rauen Mengen downloaden wage ich ebenfalls zu bezweifeln...ich denke Ed hat die Chance vergeigt. Der Split wird den Kurs nach meiner Einschätzung die anvisierten 8$ Post Split nicht erreichen können.

Ich wünsche Dir trotzdem viel Glück - und bewahre Dir deinen Optimismus!  

HEADLINERS ENTMT GRP INC  Quote  News Releases<!-- xxx delayed quote Original Request xxx--><!--include file=stockalert.asp-->
Our data provider is experiencing technical difficulties which may cause incorrect values to appear for low volume stocks. We are working with them to correct this and apologize for any inconvenience.

-->Quote:  HEADLINERS ENTMT GRP INC**Market Closed** Last Trade Time : Mar 10, 2005 16:00 ET EST   Last
0.007   Open0.004  Change0.003   Prev. Close0.004  % Change66.67%   Tick TypeN/A  Volume6,860,630   Shares (last trade)50000  Day High0.007   52 Week High0  Day Low0.004   52 Week Low0  Bid0.006   Ask0.007  Bid Size5,000   Ask Size5,000  # Trades47    IndustryN/A   Fundamental Data  P/E RatioN/A   Market Cap (m)1.05  Earnings/ShareN/A   Shares Out (m)150.51  Dividend per shareN/A   ExchangeOBB  Current Div. YieldN/A   Ex Dividend DateN/A 
Quotes delayed at least 20 minutes for NYSE/AMEX, 15 minutes for other exchanges.        

Form 8-K for HEADLINERS ENTERTAINMENT GROUP, INC.


--------------------------------------------------

9-Mar-2005

Change in Accountant



Item 4.01 Change in Registrant's Certifying Accountant
On March 3, 2005 Headliners dismissed Bagell, Josephs & Company, LLC ("Bagell Josephs") from its position as Headliners' principal independent accountant. The decision to dismiss Bagell Josephs was approved by the Board of Directors of Headliners.

Bagell Josephs had not, prior to its dismissal, rendered any audit report or review opinion with respect to Headliners' financial statements. Bagell Josephs did not, at any time prior to its dismissal, advise Headliners of any of the enumerated items described in Item 304(a)(1) of Regulation S-B.

Headliners and Bagell Josephs have not had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Bagell Josephs' satisfaction, would have caused Bagell Josephs to make reference to the subject matter of the disagreement in connection with its reports on Headliners' financial statements.

On March 3, 2005, Headliners retained Joseph Troche, CPA to audit Headliners' financial statements for the year ended December 31, 2004. At no time during the past two fiscal years or any subsequent period did Headliners consult with Joseph Troche regarding either the application of accounting principles to a specified transaction or the type of audit opinion which might be rendered on Headliners' financial statements or any matter of the sort described above with reference to Bagell Josephs.

 

das ist aufwändig und teuer...
Item 4.01 Change in Registrant's Certifying Accountant

On December 8, 2004 Rosenberg Rich Baker Berman & Company, P.A. ("RRBB") resigned from its position as Headliners Entertainment Group's principal independent accountant.

The audit reports of RRBB on Headliners Entertainment Group's financial statements for the years ended December 31, 2003 and 2002 contained a modification expressing substantial doubt about Headliners Entertainment Group's ability to continue as a going concern. The audit reports of RRBB for the years ended December 31, 2003 and 2002 did not contain any other adverse opinion or disclaimer of opinion or qualification. RRBB did not, during the applicable periods, advise Headliners Entertainment Group of any of the enumerated items described in Item 304(a)(1) of Regulation S-B.

Headliners Entertainment Group and RRBB have not, in connection with the audits of Headliners Entertainment Group's financial statements for the years ended December 31, 2003 or December 31, 2002, had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to RRBB's satisfaction, would have caused RRBB to make reference to the subject matter of the disagreement in connection with its reports.

On December 10, 2004, Headliners Entertainment Group retained the firm of Bagell, Josephs & Company, LLC to audit Headliners Entertainment Group's financial statements for the year ended December 31, 2004. At no time during the past two fiscal years or any subsequent period did Headliners Entertainment Group consult with Bagell, Josephs & Company, LLC regarding either the application of accounting principles to a specified transaction or the type of audit opinion which might be rendered on Headliners Entertainment Group's financial statements or any matter of the sort described above with reference to RRBB.

 

der momentanen Situation wenig anlass um euphorisch zu sein,
würde mir eigentlich auch noch ein paar zulegen wollen, doch angesichts dass am 15. die fahrstuhlmusik weitergeht lass ich dass lieber.
würde der split nicht ins hause stehen hätte ich mir auch schon längst noch ein ordentliches paket gegönnt, doch nun (wenn nicht etwas weltbewegenes announced wird)wird die latte höher gehängt um wieder fallen zu können
aber wie gesagt

schaun wir mal
 

besseren Preis?  

 

Entry Material Agreement



Item 1.01 Entry into a Material Definitive Agreement
On March 7, 2005 Headliners entered into a "Joint Management Agreement" with Global Concepts, Ltd., Eduardo Rodriguez, Michael Margolies, The Rodriguez Family Trust and The Margolies Family Trust. The Joint Management Agreement contained the following provisions relevant to Headliners:

- The Rodriguez Family Trust and The Margolies Family Trust agreed to organize a limited liability company. The Trusts, as well as Rodriguez and Margolies, will contribute their Headliners shares to the Trust on August 15, 2005. Headliners will pay a fee of $5,000 per month to the limited liability company in compensation for the services of Rodriguez and Margolies.

- Headliners entered into five year Employment Agreement with Rodriguez.

- Margolies resigned from his position as Vice Chairman of Headliners.

- Headliners entered into a five year advisory agreement with Margolies.

- Rodriguez and Margolies agreed that they would each serve as members of Headliners' Board of Directors. They also agreed to elect a third member, to be nominated by Rodriguez.

- Headliners, Rodriguez and Margolies agrees that until the death of Rodriguez or Margolies, the compensation and benefits paid by Headliners to Rodriguez will exceed the compensation and benefits paid by Headliners to Margolies by $175,000.

Headliners' Employment Agreement with Rodriguez provides that he will serve as President. His compensation will be $200,000 per annum plus an automobile allowance of $1,000 per month. The fee payable to Rodriguez will continue for the term of the agreement, notwithstanding Rodriguez' death or disability. The agreement terminates on January 31, 2010, except that Rodriguez covenanted that for one year after termination he will not engage in activities that are competitive with Headliners.

Headliners' Advisory Agreement with Margolies provides that he will consult with the Board of Directors and the President on matters of business development, investor relations public relations and finance. Headliners will pay Margolies a fee of $25,000 per annum and provide him the same benefits as are provided to Headliners' executive officers. The fee payable to Margolies will continue for the term of the agreement, notwithstanding Margolies' death or disability. The agreement terminates on January 31, 2010, except that Margolies covenanted that for one year after termination he will not engage in activities that are competitive with Headliners.

The Joint Management Agreement also contained terms regarding the management of Global Concepts, Ltd. Among other things, Eduardo Rodriguez will serve as Chief Executive Officer of Global Concepts at the same time that he is serving as President of Headliners.
 

Item 1.02 Termination of a Material Definitive Agreement

On March 14, 2005 Headliners and Cornell Capital Partners, LP jointly
terminated the Equity Line of Credit Agreement between them dated October 8,
2003.

On March 14, 2005 Headliners and Cornell Capital Partners, LP also
jointly terminated the Standby Equity Distribution Agreement between them
dated June 2, 2004.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

HEADLINERS ENTERTAINMENT GROUP, INC.


Dated: March 15, 2005 By:/s/ Eduardo Rodriguez
--------------------------------
Eduardo Rodriguez
Chief Executive Officer
 

HEADLINERS ENTERTAINMENT GROUP, INC.
501 Bloomfield Avenue
Montclair, NJ 07042
973-233-1233

March 15, 2005

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: Headliners Entertainment Group, Inc.
Registration Statement on Form SB-2 (File No. 333-116117)

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended, Headliners
Entertainment Group, Inc. hereby applies for withdrawal of the above-
referenced Registration Statement on Form SB-2, which was initially filed
with the Securities and Exchange Commission on June 3, 2004 and amended on
August 10, 2004, December 7, 2004 and January 27, 2005.

The Registration Statement was filed in contemplation of a public offering by
Cornell Capital Partners, LP and 47 other shareholders. Headliners is
withdrawing the Registration Statement in contemplation of (a) a substantial
modification of the contractual relationship between Headliners and Cornell
Capital Partners and (b) the availability in the near future of Rule 144 to
permit the other 47 shareholders to distribute their shares. The
Registration Statement has not been declared effective, and none of the
securities included in the Registration Statement have been sold in
connection with the offering.

Please provide, by facsimile, a copy of the order granting withdrawal of the
Registration Statement to our legal counsel, Robert Brantl (facsimile: 718-
965-4042). If you have any questions with regard to this application for
withdrawal, please contact Mr. Brantl at 718-768-6045.



Headliners Entertainment Group, Inc.

By: /s/ Eduardo Rodriguez
-----------------------------------
Eduardo Rodriguez, President  

Headliners Entertainment Group, Inc. Effects a One-for-1,000 Reverse Split

Wednesday, March 16, 2005 12:50 ET

MONTCLAIR, N.J., Mar 16, 2005 (PRIMEZONE via COMTEX) --Headliners Entertainment Group, Inc. (OTCBB:HLNR) announced today that, effective at the close of business on March 16, 2005, there will be a one-for-1,000 reverse split of its common stock. Fractional shares resulting from the reverse split will be purchased on the basis of $8.00 per share. Commencing on March 17, 2005, the common stock of the Company will be listed for trading on the OTB Bulletin Board under the symbol 'HLEG'.

About Headliners Entertainment Group Inc.

Headliners owns and operates Rascals Comedy Club one of the premier comedy clubs in the United States, drawing upon its respected national recognition and rich history of providing the highest quality comedic entertainment in the industry. Currently, the company prides itself on its ability to employ successful entertainers at its growing chain of venues, both in its stand-alone and hotel-based operations. The company is also its final stage of an acquisition of 6 dance clubs to add to its revenue.

For further information, visit www.rascals.net or contact Ed Rodriguez at 973-233-1233

The information in this Press Release includes certain "forward-looking" statements within the meaning of the Safe Harbor provisions of Federal Securities Laws. Investors are cautioned that such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will provide to be correct. Factors that could cause results to differ include, but are not limited to successful performances of internal plans, the impact of competitors, and general economic risks and uncertainties.

SOURCE: Headliners Entertainment Group, LLC




Ed Rodriguez
973-233-1233
www.rascalscomedyclub.com


(C) 2005 PRIMEZONE, All rights reserved.
 

 

 

diese Jungs sind auch schon wieder mit von der Partie...dann wirds auch bald wieder Handelsvolumen geben..

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2005

HEADLINERS ENTERTAINMENT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)


       Delaware                  0-33145                  84-1195628
--------------------------------------------------
(State of Incorporation)      (Commission File          (IRS Employer
                              Number)                   Identification No.)




501 Bloomfield Avenue, Montclair, NJ 07042
(Address of principal executive offices)

(973) 233-1233
Registrant's Telephone Number
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).


--------------------------------------------------

Amendment No. 1
This amendment is being filed to correct an error in section 1.17 of Exhibit 10-a, and to make a corresponding change in the text of Item 1.01.
Item 1.01 Entry into a Material Definitive Agreement

On March 16,2005 Headliners signed a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. The "Effective Date" of the Standby Equity Distribution Agreement will be the date on which the Securities and Exchange Commission declares effective a registration statement that will permit Cornell Capital Partners to resell Headliners shares to the public. The Standby Equity Distribution Agreement provides that during the two years commencing on the Effective Date Headliners may demand that Cornell Capital Partners purchase shares of common stock from Headliners. Headliners may make a demand no more than once every five trading days. The maximum purchase price on each demand is $500,000. The aggregate maximum that Headliners may demand from Cornell Capital Partners is $30,000,000. The number of shares that Cornell Capital Partners will purchase after a demand will be determined by dividing the dollar amount demanded by a per share price. The per share price used will be 98% of the lowest daily volume-weighted average price during the five trading days that follow the date a demand is made by Headliners. Cornell Capital Partners is required by the Agreement to pay each amount demanded by Headliners, unless (a) there is no prospectus available for Cornell Capital Partners to use in reselling the shares, (b) the purchase would result in Cornell Capital Partners owning over 9.9% of Headliners outstanding shares, or (c) the representations made by Headliners in the Agreement prove to be untrue.
 

seh ich richtig, dass die auf 3$ getaxt sind und das nächste bid zu 2,40 drin steht?

Also jeder, der noch ne dreistellige summe dort drin hat, sollte schleunigst verkaufen. Das ist ne absolute Bude!  

 

Press Release Source: Microsoft Corp.


Microsoft Launches Online Video Service for Windows Mobile-Based Devices
Wednesday March 30, 12:01 am ET  
- MSN Video Downloads Delivers Food Network, FOX Sports, Children's Programming, News and More for Portable Media Centers and Select Smartphones and Pocket PCs


REDMOND, Wash., March 30 /PRNewswire-FirstCall/ -- Microsoft Corp. (Nasdaq: MSFT - News) today announced the launch of MSN® Video Downloads, which will provide daily television programming, including video content from MSNBC.com, Food Network, FOX Sports and IFILM Corp., for download to Windows Mobile(TM)-based devices such as Portable Media Centers and select Smartphones and Pocket PCs.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000822/MSFTLOGO )

Since the launch of the Microsoft® Windows Mobile-based Portable Media Center last fall, more than 20 new content partners, including CinemaNow Inc., MLB.com, MSNBC.com, MSN Music, MTV Networks Music, Napster Inc., SnapStream Media Inc. and TiVo Inc., have agreed to make video available online specifically formatted for Windows Mobile-based multimedia devices.

"The launch of Portable Media Centers in 2004 began a new era of portable entertainment, and today's announcement solidifies the continued momentum we've seen for portable video," said John Pollard, director of Windows Mobile Applications and Services Marketing at Microsoft. "With content from some of the most recognized brands in entertainment, MSN Video Downloads helps bring this vision to life, allowing people to take their favorite television shows with them whether they are on the train, waiting for a doctor's appointment, or keeping the kids occupied in the back seat of the car."

"Readily available digital video content remains a key driver for the portable multimedia player market," said Josh Martin, associate research analyst at IDC. "The proliferation and growth of video service providers will serve to fill the existing video content void and increase adoption of portable multimedia players such as Windows Mobile-based devices."

MSN Video Downloads: Keeping People Informed and Entertained Anywhere

MSN Video Downloads is available in the United States today at http://www.msnvideodownloads.com . A one-year premium membership to the MSN Video Downloads service with access to all available videos is $19.95 (U.S.). In addition, people can access a limited amount of free content without a paid membership.

The MSN Video Downloads service is designed to keep people better entertained and informed, wherever and whenever they want. With great content provided daily, such as sports highlights, news headlines, children's programming, music videos, independent films and comedy shows, MSN Video Downloads is one of the first online video download services dedicated to portable entertainment. In its debut, the MSN Video Downloads service was previewed at the 2005 International Consumer Electronics Show in January.

People subscribing to the premium service will be able to select the content they want to receive from the Web site. Digital videos are downloaded daily to a Windows Media® Player 10 library, ready to be synchronized with Portable Media Centers and other devices. The video content is compliant with PlaysForSure(TM) devices that play video, and is optimized for Portable Media Centers and compatible with Smartphones and Pocket PCs that support Windows Media Player 10 Mobile.

New with the final launch of the service is the ability to select the specific content downloaded to the subscriber's Windows® XP-based PC each day. Subscribers can also activate a new automatic deleting feature that specifies how long video from the MSN Video Downloads directory will remain on their PC, thus avoiding a large backlog of clips.


   The following programming will be available on MSN Video Downloads:

   -- MSNBC.com. News and business headlines updated throughout the day, as
      well as segments from "Today"
   -- BreakTV. Behind-the-scenes footage and exclusive interviews with
      television's hottest celebrities
   -- COOKIE JAR Entertainment Inc., a global producer and marketer of
      children's entertainment, offering children's programs such as
      "Paddington Bear," "Animal Crackers" and many other popular kids'
      television series
   -- DIY Network. Videos about home improvement, crafts, hobbies, indoor-
      outdoor living, and kitchen and bath remodeling
   -- FINE LIVING TV Network. Inspiring programs featuring travel
      destinations, mind and body enrichment, ideas for entertaining and home
      design as well as videos for automobile enthusiasts
   -- FOX Sports. In-depth news, analysis and unparalleled national and
      regional coverage of the National Football League, Major League
      Baseball, NASCAR, the National Basketball Association, and select
      college basketball and football highlights, as well as FOX Sports Net
      original programming including "The Best Damn Sports Show Period" and
      "Beyond the Glory"
   -- Food Network. Fun and interesting videos featuring grilling tips, ideas
      for entertaining, healthy eating, quick-and-easy recipes and pop-
      culture food specials
   -- Fun Little Movies. Specializing in original, live-action comedy
      content; new "Fun Funny Phone Films" including the following series:
      humorous headlines in "Comedy USA," sci-fi parody "Spacey Movie," and
      the "Mini-Bikers," where little people on little motorcycles fight
      crime, a little at a time
   -- Headliners Entertainment Group Inc. (OTC Bulletin Board: HLEG - News), the
      operator of Rascals Comedy Clubs, presenting a selection of comedy
      clips from Rascals Comedy Classics, including performances from popular
      stars such as Tim Allen, Rosie O'Donnell, Drew Carey and Ray Romano;
      only Rascals can bring viewers comedy superstars, before they were
      stars, and the breaking stars of tomorrow, today
   -- Home & Garden Television (HGTV). Selected programs featuring
      remodeling, home-building, design and decorating, kitchen and bath to
      enhance a home's curb appeal
   -- IFILM. Movie trailers, viral videos, short films and other IFILM-
      exclusive content
   -- TotalVid. Deep selection of action sports clips including surfing,
      snowboarding, skiing, windsurfing, street racing, kiteboarding,
      skateboarding, climbing, kayaking, off-road, Moto X, mountain biking,
      inline skating, BMX and more
   -- Want Media. Music videos, live concerts, Broadway shows, extreme sports
      and motor sports programs, full-length films from independent
      filmmakers and underground cinema

   The following are content partners for Windows Mobile-based devices:

   -- ATI Technologies
   -- BreakTV*
   -- CinemaNow Inc.
   -- COOKIE JAR*
   -- DIY Network
   -- FINE LIVING TV Network*
   -- Food Network*
   -- FOX Sports*
   -- Hauppauge Computer Works Inc.
   -- Headliner Entertainment Group*
   -- HGTV*
   -- IFILM*
   -- MediaPass Network LLC
   -- MLB.com
   -- MSN Music
   -- MSNBC.com*
   -- MTV Networks
   -- Napster
   -- NVIDIA
   -- Pinnacle Systems Inc.
   -- SnapStream Media Inc.
   -- TiVo Inc.
   -- TotalVid*
   -- Want Media*
   -- watchmusichere.com

   About Windows Mobile
Windows Mobile software for Pocket PCs, Smartphones and Portable Media Centers reduces the complexity and constraints that hobble the flow of personal and business communications while also enabling people to enjoy rich media experiences. With Windows Mobile, individuals and organizations are empowered to achieve their productivity goals and also realize the excitement of the digital lifestyle -- from music and memories to television, movies, gaming and communication. More information can be found at http://www.windowsmobile.com .

About Microsoft

Founded in 1975, Microsoft is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

* Content provider for MSN Video Downloads service

NOTE: Microsoft, MSN, Windows Mobile, Windows Media, PlaysForSure and Windows are either registered trademarks or trademarks of Microsoft Corp. in the United States and/or other countries.

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.




--------------------------------------------------
Source: Microsoft Corp.  

von der Bank, Split 1000 : 1, mal schauen, dann hab ich noch knapp 4 Aktien von der Bude...    

jetzt 6,9 Aktien....das Ding kann man in ne Tonne treten. Die bleibt bei mir als Warnung nicht nochmal so nen Scheiss zu kaufen im Depot.  

hab jetzt noch 4 Aktien zu 2,00 EUR, das sind 8 EUR, einst waren es mal 800 EUR. So ein Schrott...  

Form 8-K for HEADLINERS ENTERTAINMENT GROUP, INC.


--------------------------------------------------

4-Apr-2005

Sale of Equity, Financial Statements and Exhibits



Item 3.02 Unregistered Sale of Equity Securities
On March 29, 2004 Headliners entered into a Consolidated Acquisition Agreement with Paul Butler and JHF Properties, LLC. The Consolidated Acquisition Agreement terminated and replaced the Properties Acquisition Agreement - Butler and Project Acquisition Agreement with those same parties, both dated June 23, 2004.

On March 31, 2005, pursuant to the Consolidated Acquisition Agreement, Headliners acquired all of the right, title and interest in five limited liability companies. Each of the limited liability companies operates an entertainment complex consisting of a dance club and other facilities, one each in Cincinnati, Kansas City, Tucson, Jackson and Omaha. The Consolidated Acquisition Agreement also provides for a second closing at which Headliners will acquire ownership of a sixth limited liability company, which operates an entertainment complex in Louisville. The second closing will occur after Butler and JHF have obtained $2,300,000 from the sale of Headliners common stock.

Headliners' payment for the six companies consists of $2,240,000 previously paid to JHF Properties by Headliners and a 0% convertible debenture due on March 31, 2008 in the principal amount of $5,000,000. The debenture is convertible into Headliners common stock at the market price at the time of conversion.

The Consolidated Acquisition Agreement also provides for the construction by JHF of a seventh entertainment complex, the new complex to be located in Hampton VA. At the closing Headliners paid a fee of $1,400,000 in cash for the Virginia project. Title to the Virginia project will pass to Headliners after it is constructed and after JHF and Butler have obtained $1,300,000 from the sale of Headliners common stock.

The Consolidated Acquisition Agreement contains provisions under which JHF will manage the seven properties and any properties subsequently constructed by Headliners and JHF. In payment for the management services, Headliners has issued to JHF Headliners common stock with a market value of $2,300,000. Headliners has committed that if the proceeds realized by JHF from selling the shares are less than $2,300,000, Headliners will issue additional shares until JHF realizes $2,300,000 in proceeds. In addition, Headliners will pay JHF a weekly fee of $15,938 plus a monthly office rental of $15,000. To secure the payments as well as to secure $3,000,000 payable pursuant to the 0% Convertible Debenture, Headliners has pledged its interest in the limited liability companies operating in Cincinnati, Kansas City and Tucson.





Item 9.01 Financial Statements and Exhibits
Financial Statements

Audited financial statements of the five properties acquired on March 31, 2005 will be filed by amendment, along with pro forma financial statements of Headliners Entertainment Group, Inc.


Exhibits  

Ed Rodriguez, Headliners Chairman and CEO, made the following comments:

``The addition of these six clubs, in six cities where we have never been before (Cincinnati OH, Jackson MS, Tucson AZ, Omaha NE, Kansas City MO, Louisville KY), instantly gives Headliners a nationwide presence and new respect in the industry. It is our intention to build on this base and create a major entertainment complex to reward our loyal shareholders.''  

Press Release Source: Headliners Entertainment Group, LLC


Headliners Entertainment Group Completes Acquisition
Tuesday April 5, 6:45 am ET


MONTCLAIR, N.J., April 5, 2005 (PRIMEZONE) -- Headliners Entertainment Group, Inc. (OTC BB:HLEG.OB - News) announced today that, it has completed the acquisition of 6 night clubs. The clubs add $14 million in annual revenues and a 15% pretax profit to our bottom line.
ADVERTISEMENT


Ed Rodriguez, Headliners Chairman and CEO, made the following comments:

``The addition of these six clubs, in six cities where we have never been before (Cincinnati OH, Jackson MS, Tucson AZ, Omaha NE, Kansas City MO, Louisville KY), instantly gives Headliners a nationwide presence and new respect in the industry. It is our intention to build on this base and create a major entertainment complex to reward our loyal shareholders.''

About Headliners Entertainment Group Inc.:

Headliners owns and operates Rascals Comedy Club, one of the premier comedy clubs in the United States, drawing upon its respected national recognition and rich history of providing the highest quality comedic entertainment in the industry.

The company prides itself on its ability to employ successful entertainers at its growing chain of venues, both in its stand-alone and hotel-based operations. The company also owns 6 dance clubs to add to its revenue.

For further information, visit http://www.rascals.net or contact Ed Rodriguez at 973-233-1233.

The information in this Press Release includes certain ``forward-looking'' statements within the meaning of the Safe Harbor provisions of Federal Securities Laws. Investors are cautioned that such statements are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will provide to be correct. Factors that could cause results to differ include, but are not limited to successful performances of internal plans, the impact of competitors, and general economic risks and uncertainties.


 

Press Release Source: Headliners Entertainment Group, LLC


Headliners Entertainment Group Moving Into Multi-Media Markets and New Broadcast Technologies
Friday April 8, 6:30 am ET


MONTCLAIR, N.J., April 8, 2005 (PRIMEZONE) -- Headliners Entertainment Group, Inc. (OTC BB:HLEG.OB - News) announced today the opening of its new office in Los Angeles, California and its new partner, twenty-year veteran TV producer and national headlining comedian Brian Sheil.
ADVERTISEMENT


Brian brings his extensive television experience to develop Live From Rascals Comedy Clubs for Multi-Media Markets and Emerging New Broadcast Technologies.

Brian Sheil has produced shows for Headliners utilizing the extensive Rascals Comedy Hour library and developing new comedic talent for television.

Rascals Comedy Hour gives you the past, present and future of standup comedy. Over 200 hours of classic comedy. Drew Cary, Tim Allen, Sinbad, Rosie O'Donnell, Bret Butler, Dennis Leary, Dice Clay, Jackie Martling, Rich Jeni, Jeff Foxworthy, just to name a few.

A twenty year veteran of television production Brian Sheil remains a current force in entertainment today, writing and producing content for a variety of shows including: Rascals Comedy Hour, USA Studios Laughter Hours, MTV Snoop Fizzle Televizzle. All Comedy Radio, VH-1 Stand-Up Spotlight VH-1 Warren Zevon Documentary, Date my Mom MTV, Soapwatch.tv, The Comedy and Magic Club's 24th 25th & 26th Birthday Bash, Rock & Roll Fantasy Camp with Rodger Daultry, and Nickelodeon Kid's Choice Awards.

Technical director and production supervisor for Global Entertainment Networks, Brian was responsible for all facets of production for live comedy, musical concerts, and satellite broadcast from The Staples Center LA, The Taj Mahal Atlantic City, Georgia World Congress, The Pepsi Arena, The Meadowlands, Westbury Music Fair and many more.

 

Apr 11, 2005 (financialwire.net via COMTEX) -- April 11, 2005 (FinancialWire)
Headliners Entertainment Group, Inc. (OTCBB: HLEG) said it has opened a new
office in Los Angeles, with a new partner, twenty-year veteran TV producer and
national headlining comedian Brian Sheil.

Sheil brings his extensive television experience to develop Live From Rascals
Comedy Clubs for Multi-Media Markets and Emerging New Broadcast Technologies.

Sheil has produced shows for Headliners utilizing the extensive Rascals Comedy
Hour library and developing new comedic talent for television.

Rascals Comedy Hour offers the past, present and future of standup comedy. Over
200 hours of classic comedy. Drew Cary, Tim Allen, Sinbad, Rosie O'Donnell, Bret
Butler, Dennis Leary, Dice Clay, Jackie Martling, Rich Jeni, Jeff Foxworthy,
just to name a few.

A twenty year veteran of television production Sheil remains a current force in
entertainment today, writing and producing content for a variety of shows
including: Rascals Comedy Hour, USA Studios Laughter Hours, MTV Snoop Fizzle
Televizzle. All Comedy Radio, VH-1 Stand-Up Spotlight VH-1 Warren Zevon
Documentary, Date my Mom MTV, Soapwatch.tv, The Comedy and Magic Club's 24th
25th & 26th Birthday Bash, Rock & Roll Fantasy Camp with Rodger Daultry, and
Nickelodeon Kid's Choice Awards.

Technical director and production supervisor for Global Entertainment Networks,
Sheil was responsible for all facets of production for live comedy, musical
concerts, and satellite broadcast from The Staples Center LA, The Taj Mahal
Atlantic City, Georgia World Congress, The Pepsi Arena, The Meadowlands,
Westbury Music Fair and many more

Headliners Entertainment is enrolled in Investrend Research's unique and
pioneering professional analyst program, which facilitates independent analysts
to provide financial coverage for shareholders and investors in companies that
otherwise would have little or no analyst following. Enrollment in
standards-based research is an important measure of a company's commitment to
transparency and Good Governance.

In an update on February 22, 2005, Investrend Research Analyst Gary Vassalotti
rated the company a " Speculative Buy / 4," and assigned it a 12-month
target valuation of $0.04.