As filed with the Securities and Exchange Commission on October 23, 2001
                                                            File No. 333-
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            N0STALGIA MOTORCARS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



             NEVADA                                            88-0362112
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)


                            Consulting Agreement with
                                Warren J. Soloski
              ----------------------------------------------------
                            (Full title of the plan)


             Brad Randolph, 4502 East Karen Drive, Phoenix, AZ 85032
                     (Name and Address of Agent for Service)


                                 (602) 404-3557
          (Telephone number including area code, of agent for service)





                                       1
<PAGE>





                         CALCULATION OF REGISTRATION FEE

                                              Proposed     Proposed
                                              Maximum      Maximum
Title of Securities          Amount of        Offering     Aggregate   Amount
to be Registered            Shares to be      Price Per    Offering    of Reg.
                            Registered(1)      Share       Price      Fee(1)(2)
------------------------   -------------     ---------    ---------   -------
$0.001 par value Common       200,000         $0.10       $20,000.00   $5.00
  Stock

       Totals                 200,000         $0.10       $20,000.00   $5.00
--------------------------------------------------------------------------------

Total No. of pages: 23                             Exhibit Index on Page No: 14

(1)  Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
     amended, the Registration  Statement also covers an indeterminate amount of
     Shares to be  offered  or sold as a result of any  adjustments  from  stock
     splits, stock dividends or similar events.

(2)  Based upon the average bid and asked prices of the  Company's  Common Stock
     in over-the-counter trading on October 1, 2001. Value stated for purpose of
     calculating the registration fee.








                                       2
<PAGE>




                                   PROSPECTUS

                            NOSTALGIA MOTORCARS, INC.
                               4502 E. Karen Drive
                                Phoenix, AZ 85032
                                 (602) 404-3557

                        (200,000 SHARES OF COMMON STOCK)



         This  Prospectus  relates to the offer and sale by NOSTALGIA  MOTORCARS
INC., ("CRRZ"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common  Stock) to a certain  consultant  of the Company
(the  "Consultant)  pursuant to agreements  entered into between the Company and
the  Consultant.  The Company is  registering  hereunder  and then  issuing upon
receipt of adequate  consideration  therefor to the Consultant 200,000 shares of
the Common Stock in consideration for services rendered and to be rendered under
the agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol CRRZ.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is October 9, 2001






                                       3
<PAGE>


         This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: NOSTALGIA  MOTORCARS,
INC., 4502 E. Karen Dr., Phoenix, AZ 85032, telephone (602) 404-3557.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.





                                       4
<PAGE>




                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                     6

ITEM 1. PLAN lNFORMATION                                                 6

GENERAL lNFORMATION                                                      6
The Company                                                              6
Purpose                                                                  6
Common Stock                                                             6
The Consultant                                                           6
No Restrictions on Transfer                                              6
Tax Treatment to the Consultant                                          7
Tax Treatment to the Company                                             7
Restrictions on Resales                                                  7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION             7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION      8
Legal Opinion and Experts                                                8
Indemnification of Officers and Directors                                8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                       8

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                         8

ITEM 4.  DESCRIPTION OF SECURITIES                                       9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                          9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                       9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                            10

ITEM 8.  EXHIBITS                                                       10

ITEM 9.  UNDERTAKINGS                                                   11

EXHIBIT INDEX                                                           14






                                       5
<PAGE>


                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 4502 E. Karen Dr., Phoenix, AZ
85032, telephone (602) 404-3557.

PURPOSES

         The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement of the Consultant in the Company's legal work, thereby advancing the
interests of the Company,  and all of its shareholders.  A copy of the agreement
has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has  authorized  the issuance of up to 200,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

THE CONSULTANT

         The  Consultant  has agreed to provide its  expertise and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying acquisition targets and structuring mergers and other acquisitions.

NO RESTRICTIONS ON TRANSFER

         The  Consultant  will  become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.



                                       6
<PAGE>

TAX TREATMENT TO THE CONSULTANT

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  of the  taxable  year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 2000,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                       7
<PAGE>

Item 2.  Registrant Information and Employee Plan Annual Information

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: NOSTALGIA  MOTORCARS,  INC., 4502 E. Karen Dr., Phoenix, AZ 85032,
telephone (602) 404-3557.

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski,  a Professional  Corporation has rendered an opinion
on the validity of the securities being registered. The Professional Corporation
is not an "affiliate" of the Company, but its principal, Warren J. Soloski, will
be the beneficial  owner of the shares issued pursuant to this  registration and
therefore will have a minor interest in the registrant.

         The financial statements of NOSTALGIA MOTORCARS,  INC., incorporated by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December 31, 2000, have been audited by Merdinger,  Fruchter,  Rosen & Corso, P.
C., Certified Public Accountants,  independent  auditors,  as set forth in their
report  incorporated herein by reference and are incorporated herein in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

                                       8
<PAGE>

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) 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 annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.


Item 4.  Description of Securities

         No  description of the class of securities  (i.e.,  the $.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will benefit from the  registration  of shares under the terms of
the consulting agreement.


Item 6.  Indemnification of Directors and Officers

         The company's  by-laws,  in  accordance  with Nevada  Revised  Statutes
(Section  78.751),  provide  that  to the  extent  he is  otherwise  fairly  and
reasonably entitled thereto,  the Company shall indemnify a Director or Officer,
a former  Director  or Officer,  or a person who acts or acted at the  Company's
request as a Director or Officer of a body corporate of which the Corporation is
or was a shareholder  or creditor (or a person who  undertakes or has undertaken
any liability on behalf of the Company or any such body  corporate and his heirs
and legal representatives, against all costs, charges and expenses, including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if

          (a) he  acted  honestly  and in good  faith  with a view  to the  best
     interests of the Company; and

          (b) in the case of a criminal or  administrative  action or proceeding
     that is  enforced  by a monetary  penalty,  he had  reasonable  grounds for
     believing that his conduct was lawful.

                                       9
<PAGE>

The Nevada Revised Statutes (NRS) provide that directors shall not be personally
liable to the Company or its  shareholders  for  monetary  damages for breach of
fiduciary  duty as a  director  except for  liability  (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders,  (ii) for acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing  violation of law, (iii) for authorizing a distribution that is unlawful
under the Nevada Revised  Statutes,  or (iv) for any transaction  from which the
director derived an improper personal benefit. Such provision protects directors
against  personal  liability for monetary  damages for breaches of their duty of
care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.


Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.                         Title
----------                          -----
4.                  Not Applicable

5.                  Opinion of Warren J. Soloski  regarding  the legality of the
                    securities registered.

10.                 Consulting Agreement with Warren J. Soloski.

15.                 Not Required

23.1                Consent of Warren J. Soloski, special counsel to registrant,
                    to the use of his opinion  with  respect to the  legality of
                    the securities being registered hereby and to the references
                    to him in the Prospectus filed as a part hereof.

23.2                Consent  of  Merdinger  Fruchter,  Rosen & Corso,  Certified
                    Public Accountants.

27.                 Not Required

28.                 Not Required

29.                 Not Required

                                       10
<PAGE>

Item 9.  Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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 to:

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

                  (ii)     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,  represents  a  fundamental  change in the
                           information set forth in the registration  statement;
                           and

                  (iii)    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, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs  is  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

                                       11
<PAGE>

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  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.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information   required  to  be   presented  by  Article  3  of
                  Regulation S-X is not set forth in the prospectus, to deliver,
                  or cause to be delivered to each person to whom the prospectus
                  is  sent  or  given,  the  latest  quarterly  report  that  is
                  specifically  incorporated  by reference in the  prospectus to
                  provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  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.




                                       12
<PAGE>

                                   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 Phoenix, Arizona on the 23rd day of October, 2001.


                            NOSTALGIA MOTORCARS, INC.
                                    (Registrant)


                                /s/ Brad Randolph
                           By: ------------------------
                               Brad Randolph, President



         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

   Signatures                       Title                              Date


/s/ Brad Randolph                 CEO/CFO/Secretary            October 23, 2001
---------------------             Director
    Brad Randolph






















                                       13

<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration                                                       Numbered
Statement                           Descriptions                         Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                      15

10.               Consulting Agreement with Warren J. Soloski             17

23.1              Consent of Warren J. Soloski                            22

23.2              Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
                  Certified Public Accountants                            23






























                                       14
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As filed with the Securities and Exchange Commission on October 23, 2001
                                                            File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            N0STALGIA MOTORCARS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                            88-0362112
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)

                            Consulting Agreement with
                                Warren J. Soloski
              ----------------------------------------------------
                            (Full title of the plan)

             Brad Randolph, 4502 East Karen Drive, Phoenix, AZ 85032
                     (Name and Address of Agent for Service)

                                 (602) 404-3557
          (Telephone number including area code, of agent for service)

                                       1
CALCULATION OF REGISTRATION FEE

                                              Proposed     Proposed
                                              Maximum      Maximum
Title of Securities          Amount of        Offering     Aggregate   Amount
to be Registered            Shares to be      Price Per    Offering    of Reg.
                            Registered(1)      Share       Price      Fee(1)(2)
------------------------   -------------     ---------    ---------   -------
$0.001 par value Common       200,000         $0.10       $20,000.00   $5.00
  Stock

       Totals                 200,000         $0.10       $20,000.00   $5.00
--------------------------------------------------------------------------------

Total No. of pages: 23                             Exhibit Index on Page No: 14

(1)  Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
     amended, the Registration  Statement also covers an indeterminate amount of
     Shares to be  offered  or sold as a result of any  adjustments  from  stock
     splits, stock dividends or similar events.

(2)  Based upon the average bid and asked prices of the  Company's  Common Stock
     in over-the-counter trading on October 1, 2001. Value stated for purpose of
     calculating the registration fee.

                                       2
PROSPECTUS

                            NOSTALGIA MOTORCARS, INC.
                               4502 E. Karen Drive
                                Phoenix, AZ 85032
                                 (602) 404-3557

                        (200,000 SHARES OF COMMON STOCK)

         This  Prospectus  relates to the offer and sale by NOSTALGIA  MOTORCARS
INC., ("CRRZ"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common  Stock) to a certain  consultant  of the Company
(the  "Consultant)  pursuant to agreements  entered into between the Company and
the  Consultant.  The Company is  registering  hereunder  and then  issuing upon
receipt of adequate  consideration  therefor to the Consultant 200,000 shares of
the Common Stock in consideration for services rendered and to be rendered under
the agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol CRRZ.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is October 9, 2001

                                       3
This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: NOSTALGIA  MOTORCARS,
INC., 4502 E. Karen Dr., Phoenix, AZ 85032, telephone (602) 404-3557.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       4
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                     6

ITEM 1. PLAN lNFORMATION                                                 6

GENERAL lNFORMATION                                                      6
The Company                                                              6
Purpose                                                                  6
Common Stock                                                             6
The Consultant                                                           6
No Restrictions on Transfer                                              6
Tax Treatment to the Consultant                                          7
Tax Treatment to the Company                                             7
Restrictions on Resales                                                  7

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION             7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION      8
Legal Opinion and Experts                                                8
Indemnification of Officers and Directors                                8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                       8

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                         8

ITEM 4.  DESCRIPTION OF SECURITIES                                       9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                          9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                       9

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                            10

ITEM 8.  EXHIBITS                                                       10

ITEM 9.  UNDERTAKINGS                                                   11

EXHIBIT INDEX                                                           14

                                       5
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

THE COMPANY

         The Company has its principal offices at 4502 E. Karen Dr., Phoenix, AZ
85032, telephone (602) 404-3557.

PURPOSES

         The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement of the Consultant in the Company's legal work, thereby advancing the
interests of the Company,  and all of its shareholders.  A copy of the agreement
has been filed as an exhibit to this Registration Statement.

COMMON STOCK

         The Board has  authorized  the issuance of up to 200,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

THE CONSULTANT

         The  Consultant  has agreed to provide its  expertise and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying acquisition targets and structuring mergers and other acquisitions.

NO RESTRICTIONS ON TRANSFER

         The  Consultant  will  become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

                                       6
TAX TREATMENT TO THE CONSULTANT

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  of the  taxable  year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 2000,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                       7
Item 2.  Registrant Information and Employee Plan Annual Information

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: NOSTALGIA  MOTORCARS,  INC., 4502 E. Karen Dr., Phoenix, AZ 85032,
telephone (602) 404-3557.

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski,  a Professional  Corporation has rendered an opinion
on the validity of the securities being registered. The Professional Corporation
is not an "affiliate" of the Company, but its principal, Warren J. Soloski, will
be the beneficial  owner of the shares issued pursuant to this  registration and
therefore will have a minor interest in the registrant.

         The financial statements of NOSTALGIA MOTORCARS,  INC., incorporated by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December 31, 2000, have been audited by Merdinger,  Fruchter,  Rosen & Corso, P.
C., Certified Public Accountants,  independent  auditors,  as set forth in their
report  incorporated herein by reference and are incorporated herein in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

                                       8
(a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) 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 annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.

Item 4.  Description of Securities

         No  description of the class of securities  (i.e.,  the $.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will benefit from the  registration  of shares under the terms of
the consulting agreement.

Item 6.  Indemnification of Directors and Officers

         The company's  by-laws,  in  accordance  with Nevada  Revised  Statutes
(Section  78.751),  provide  that  to the  extent  he is  otherwise  fairly  and
reasonably entitled thereto,  the Company shall indemnify a Director or Officer,
a former  Director  or Officer,  or a person who acts or acted at the  Company's
request as a Director or Officer of a body corporate of which the Corporation is
or was a shareholder  or creditor (or a person who  undertakes or has undertaken
any liability on behalf of the Company or any such body  corporate and his heirs
and legal representatives, against all costs, charges and expenses, including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if

          (a) he  acted  honestly  and in good  faith  with a view  to the  best
     interests of the Company; and

          (b) in the case of a criminal or  administrative  action or proceeding
     that is  enforced  by a monetary  penalty,  he had  reasonable  grounds for
     believing that his conduct was lawful.

                                       9
The Nevada Revised Statutes (NRS) provide that directors shall not be personally
liable to the Company or its  shareholders  for  monetary  damages for breach of
fiduciary  duty as a  director  except for  liability  (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders,  (ii) for acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing  violation of law, (iii) for authorizing a distribution that is unlawful
under the Nevada Revised  Statutes,  or (iv) for any transaction  from which the
director derived an improper personal benefit. Such provision protects directors
against  personal  liability for monetary  damages for breaches of their duty of
care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.                         Title
----------                          -----
4.                  Not Applicable

5.                  Opinion of Warren J. Soloski  regarding  the legality of the
                    securities registered.

10.                 Consulting Agreement with Warren J. Soloski.

15.                 Not Required

23.1                Consent of Warren J. Soloski, special counsel to registrant,
                    to the use of his opinion  with  respect to the  legality of
                    the securities being registered hereby and to the references
                    to him in the Prospectus filed as a part hereof.

23.2                Consent  of  Merdinger  Fruchter,  Rosen & Corso,  Certified
                    Public Accountants.

27.                 Not Required

28.                 Not Required

29.                 Not Required

                                       10
Item 9.  Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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 to:

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

                  (ii)     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,  represents  a  fundamental  change in the
                           information set forth in the registration  statement;
                           and

                  (iii)    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, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs  is  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

                                       11
(2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  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.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information   required  to  be   presented  by  Article  3  of
                  Regulation S-X is not set forth in the prospectus, to deliver,
                  or cause to be delivered to each person to whom the prospectus
                  is  sent  or  given,  the  latest  quarterly  report  that  is
                  specifically  incorporated  by reference in the  prospectus to
                  provide such interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  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.

                                       12
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 Phoenix, Arizona on the 23rd day of October, 2001.

                            NOSTALGIA MOTORCARS, INC.
                                    (Registrant)

                                /s/ Brad Randolph
                           By: ------------------------
                               Brad Randolph, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

   Signatures                       Title                              Date

/s/ Brad Randolph                 CEO/CFO/Secretary            October 23, 2001
---------------------             Director
    Brad Randolph

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration                                                       Numbered
Statement                           Descriptions                         Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                      15

10.               Consulting Agreement with Warren J. Soloski             17

23.1              Consent of Warren J. Soloski                            22

23.2              Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
                  Certified Public Accountants                            23

                                       14