As filed with the Securities and Exchange Commission on April 26, 2000
                                                             File No.




                       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
                               Donald J. Christie
-------------------------------------------------------------------------------

                            (Full title of the plan)



                                       1
<PAGE>




             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)




                                       2
<PAGE>



                         CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price       Fee(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common          500,000         $0.406       $203,000    $53.59
  Stock
         Totals                 500,000         $0.406       $203,000    $53.59
--------------------------------------------------------------------------------

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 April 12, 2000.


                                       3
<PAGE>



                                   PROSPECTUS

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

                        (500,000 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 500,000 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 April 25, 2000




                                       4
<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.





                                       5
<PAGE>



                                TABLE OF CONTENTS


PART I

INFORMATION  REQUIRED IN THE SECTION 10(A) PROSPECTUS                      7
ITEM 1. PLAN lNFORMATION

GENERAL lNFORMATION                                                        7
     The Company                                                           7
     Purpose                                                               7
     Common Stock                                                          7
     The Consultant                                                        7
     No Restrictions on Transfer                                           7
     Restrictions on Resales                                               8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION               8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION        8

     Legal Opinion and Experts                                             9
     Indemnification of Officers and Directors                             9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                         9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                           9

ITEM 4.  DESCRIPTION OF SECURITIES                                         9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                           10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                        10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                              10

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     11

EXHIBIT INDEX                                                             14





                                        6

<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 500,000 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.










                                        7

<PAGE>



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, 1999, 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.


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.











                                        8

<PAGE>

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,  1999,  have been audited by Barry L.  Friedman,  P.C.,  Certified
Public  Accountant,   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.


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.

                                        9

<PAGE>

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 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.

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:

                                       10

<PAGE>

Exhibit No.                                 Title
----------                                  -----

4.             Not Applicable

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

10.            Consulting Agreement with Donald J. Christie,

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 Barry L. Friedman, P.C., Certified Public Accountant

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.

     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)

                                       11
<PAGE>


                    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.

     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 th day of April, 2000.


                            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           President/Secretary             April 18, 2000
    Brad Randolph           Director


/s/ Anoop Pittalwala        Treasurer                       April 18, 2000
    Anoop Pittalwala        Director














                                       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
Statement                           Descriptions                  Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                 15

10.               Consulting Agreement with Donald J. Christie       17

23.1              Consent of Warren J. Soloski                       22

23.2              Consent of Barry L. Friedman, P.C.                 23
                   Certified Public Accountant





















                                       14
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 27459}]
{"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": "333-35636", "film-number": "609232"}, "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 April 26, 2000
                                                             File No.

                       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
                               Donald J. Christie
-------------------------------------------------------------------------------

                            (Full title of the plan)

                                       1
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)

                                       2
CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price       Fee(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common          500,000         $0.406       $203,000    $53.59
  Stock
         Totals                 500,000         $0.406       $203,000    $53.59
--------------------------------------------------------------------------------

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 April 12, 2000.

                                       3
PROSPECTUS

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

                        (500,000 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 500,000 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 April 25, 2000

                                       4
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.

                                       5
TABLE OF CONTENTS

PART I

INFORMATION  REQUIRED IN THE SECTION 10(A) PROSPECTUS                      7
ITEM 1. PLAN lNFORMATION

GENERAL lNFORMATION                                                        7
     The Company                                                           7
     Purpose                                                               7
     Common Stock                                                          7
     The Consultant                                                        7
     No Restrictions on Transfer                                           7
     Restrictions on Resales                                               8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION               8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION        8

     Legal Opinion and Experts                                             9
     Indemnification of Officers and Directors                             9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                         9

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE                           9

ITEM 4.  DESCRIPTION OF SECURITIES                                         9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                           10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                        10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                              10

ITEM 8.  EXHIBITS                                                         10

ITEM 9.  UNDERTAKINGS                                                     11

EXHIBIT INDEX                                                             14

                                        6
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 500,000 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.

                                        7
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, 1999, 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.

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.

                                        8
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,  1999,  have been audited by Barry L.  Friedman,  P.C.,  Certified
Public  Accountant,   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.

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.

                                        9
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 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.

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:

                                       10
Exhibit No.                                 Title
----------                                  -----

4.             Not Applicable

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

10.            Consulting Agreement with Donald J. Christie,

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 Barry L. Friedman, P.C., Certified Public Accountant

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.

     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)

                                       11
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.

     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 th day of April, 2000.

                            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           President/Secretary             April 18, 2000
    Brad Randolph           Director

/s/ Anoop Pittalwala        Treasurer                       April 18, 2000
    Anoop Pittalwala        Director

                                       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
Statement                           Descriptions                  Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                 15

10.               Consulting Agreement with Donald J. Christie       17

23.1              Consent of Warren J. Soloski                       22

23.2              Consent of Barry L. Friedman, P.C.                 23
                   Certified Public Accountant

                                       14