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.)


                          EMPLOYEE STOCK INCENTIVE PLAN
       ------------------------------------------------------------------
                            (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       1,000,000        $0.10      $100,000.00  $25.00
  Stock

       Totals                 1,000,000        $0.10      $100,000.00  $25.00
--------------------------------------------------------------------------------

Total No. of pages: 32                                Exhibit Index on Page 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

                       (1,000,000 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)  pursuant to its Stock  Incentive  Plan
where  by  certain   individuals   receive  stock  options  to  stimulate  their
involvement and continued involvement in the Company. The Company is registering
hereunder  and then issuing upon receipt of adequate  consideration  therefor to
the Employee,  Officer,  Director or Consultant  1,000,000  shares of the Common
Stock in consideration  for services rendered and/or to be rendered and payments
made under the Stock Incentive Plan.

         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.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  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 individual 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 2. 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 Drive, 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 Company Stock Incentive Plan                                           6
No Restrictions on Transfer                                                6
Tax Treatment to the Individual Who Exercises the Option                   6
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.  lNCORPORATION 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                               9

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     10

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 Drive,  Phoenix,
AZ 85032, telephone (602) 404-3557.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the Company  current  employees  and  officers  and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 1,000,000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employee's and consultants as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual 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.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  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  may be
deemed ordinary  income for federal income tax purposes.  The recipient 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.

                                       6
<PAGE>

TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the foregoing  discussion  may 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 Drive, Phoenix, AZ 85032
telephone (602) 404-3557.

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski  has  rendered  an  opinion  on  the  validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any 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,
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.

          (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.

                                       8
<PAGE>


Item 4.  Description of Securities

         No description of the class of securities  (i.e.,  the $0.001 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 not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.


Item 6.  Indemnification of Directors and Officers

         The company's by-laws,  in accordance with the Nevada Revised Statutes,
provide that to the extent he/she 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.

The Nevada  Revised  Statutes  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,
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.


                                       9
<PAGE>

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.                 Stock Incentive Plan.

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


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.

                                       10
<PAGE>

         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.

          (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.

                                       11
<PAGE>

         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, AZ on the twenty-third day of October, 2001.


                            NOSTALGIA MOTORCARS, INC.
                             (Registrant)


                               /s/ Brad Randolph
                        By:   -------------------------
                              Chief Executive Officer




         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, Secretary, CFO,         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.               Incentive Stock Option Plan                          17

23.1              Consent of Warren J. Soloski                         31

23.2              Consent of Merdinger, Fruchter, Rosen & Corso, PC    32
                  Certified Public Accountants





















                                       14
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{"company-data": {"conformed-name": "NOSTALGIA MOTORCARS INC", "cik": "0001095751", "assigned-sic": "5500", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72116", "film-number": "1764547"}, "business-address": {"street1": "4502 EAST KAREN DRIVE", "city": "PHOENIX", "state": "AZ", "zip": "85032", "phone": "6034043557"}, "mail-address": {"street1": "4502 EAST KAREN DRIVE", "city": "PHOENIX", "state": "AZ", "zip": "85032"}}
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.)

                          EMPLOYEE STOCK INCENTIVE PLAN
       ------------------------------------------------------------------
                            (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       1,000,000        $0.10      $100,000.00  $25.00
  Stock

       Totals                 1,000,000        $0.10      $100,000.00  $25.00
--------------------------------------------------------------------------------

Total No. of pages: 32                                Exhibit Index on Page 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

                       (1,000,000 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)  pursuant to its Stock  Incentive  Plan
where  by  certain   individuals   receive  stock  options  to  stimulate  their
involvement and continued involvement in the Company. The Company is registering
hereunder  and then issuing upon receipt of adequate  consideration  therefor to
the Employee,  Officer,  Director or Consultant  1,000,000  shares of the Common
Stock in consideration  for services rendered and/or to be rendered and payments
made under the Stock Incentive Plan.

         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.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  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 individual 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 2. 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 Drive, 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 Company Stock Incentive Plan                                           6
No Restrictions on Transfer                                                6
Tax Treatment to the Individual Who Exercises the Option                   6
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.  lNCORPORATION 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                               9

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     10

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 Drive,  Phoenix,
AZ 85032, telephone (602) 404-3557.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the Company  current  employees  and  officers  and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 1,000,000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employee's and consultants as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual 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.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  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  may be
deemed ordinary  income for federal income tax purposes.  The recipient 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.

                                       6
TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the foregoing  discussion  may 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 Drive, Phoenix, AZ 85032
telephone (602) 404-3557.

LEGAL OPINIONS AND EXPERTS

         Warren J. Soloski  has  rendered  an  opinion  on  the  validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any 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,
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.

          (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.

                                       8
Item 4.  Description of Securities

         No description of the class of securities  (i.e.,  the $0.001 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 not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.

Item 6.  Indemnification of Directors and Officers

         The company's by-laws,  in accordance with the Nevada Revised Statutes,
provide that to the extent he/she 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.

The Nevada  Revised  Statutes  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,
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.

                                       9
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.                 Stock Incentive Plan.

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

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.

                                       10
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.

          (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.

                                       11
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, AZ on the twenty-third day of October, 2001.

                            NOSTALGIA MOTORCARS, INC.
                             (Registrant)

                               /s/ Brad Randolph
                        By:   -------------------------
                              Chief Executive Officer

         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, Secretary, CFO,         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.               Incentive Stock Option Plan                          17

23.1              Consent of Warren J. Soloski                         31

23.2              Consent of Merdinger, Fruchter, Rosen & Corso, PC    32
                  Certified Public Accountants

                                       14