As filed with the Securities and Exchange Commission on April 17, 1997 
             Registration No. ___________ 
 
                     SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C.  20549 
 
                                  FORM S-8 
                           REGISTRATION STATEMENT 
                                   UNDER 
                         THE SECURITIES ACT OF 1933 
 
 
                   CLASSIC RESTAURANTS INTERNATIONAL, INC. 
           (Exact Name of Registrant as Specified in Its Charter) 
 
                   Colorado                        84-1122431 
         (State or Other Jurisdiction           (I.R.S. Employer 
       of Incorporation or Organization)     Identification Number) 
 
   3500 Parkway Lane, Suite 435, Norcross, Georgia     30092 
    (Address of Principal Executive Offices)         (Zip Code) 
 
       Legal Services Agreement with Mottern & Van Gelderen 
    Legal Services Agreement with Law Offices of Fay Matsukage 
         Accounting Services Agreement with Kathryn Yancey 
  Client Service Agreement with International Corporate Development, Inc. 
  Financial Services Agreement with Bridgewater Capital Corporation 
                    (Full title of the plan) 
 
                      Caroline P. Anderson 
              Classic Restaurants International, Inc. 
                   3500 Parkway Lane, Suite 435 
                     Norcross, Georgia 30092 
             (Name and address of agent for service) 
 
                        (770) 729-9010 
  (Telephone number, including area code, of agent for service) 
 
                         COPIES TO: 
                  Robert J. Mottern, Esq. 
                  Mottern & Van Gelderen 
              2200 Century Parkway, Suite 200 
                   Atlanta, Georgia 30345 
                      (404) 329-0606 
 
             CALCULATION OF REGISTRATION FEE 
 
  Title of      Amount to be      Proposed      Proposed     Amount of 
 Securities      Registered       Maximum       Maximum     Registration 
   to be                          Offering      Aggregate      Fee  
 Registered                       Price Per     Offering 
                                  Share(1)      Price 
 ----------    -------------      ---------    ----------   ------------ 
 Class A       390,000 shares     $1.375       $536,250.00  $162.50 
 Common Stock 
 
(1)   Calculated based on Rule 457(h). Average of the closing bid and  
      asked prices as of March 27, 1997. 
 
 
 
                            PART II 
 
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE. 
 
   The following documents are incorporated by reference in this  
registration statement: 
 
     (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year  
ended June 30, 1996, filed pursuant to Section 13(a) of the Securities  
Exchange Act of 1934, as amended; and 
 
     (b)   Registrant's Quarterly Reports on Form 10-QSB for the quarters  
ended September 30, 1996 and December 31, 1996, and all other reports, if  
any, filed by the Registrant pursuant to Section 13(a) of the Securities  
Exchange Act of 1934 since the end of the fiscal year ended June 30, 1996. 
 
     (c)   The description of Registrant's Class A Common Stock contained  
in the Registration Statement on Form 8-A filed with the Commission on  
April 29, 1996 under Section 12 of the Securities Exchange Act of 1934,  
including any amendment or report filed for the purpose of updating such  
description. 
 
     All documents filed by the registrant pursuant to Sections 13(a),  
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date  
of this registration statement and prior to the filing of a post-effective  
amendment to this registration statement which indicates that all  
securities offered hereunder have been sold, or which deregisters all  
securities then remaining unsold under this registration statement, 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. 
 
ITEM 4.      DESCRIPTION OF SECURITIES. 
 
     The Class A Common Stock to be offered is registered under Section 12  
of the Securities Exchange Act of 1934. 
 
ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL. 
 
     Not applicable. 
 
ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS. 
 
     Colorado corporate law, Article VII of the Registrant's Articles of  
Incorporation, as amended, and Article XI of the Registrant's Bylaws permit  
the Registrant to indemnify any director, officer, former director or  
officer, and certain other persons against expenses in defense of a suit to  
which they are parties by reason of such office, unless they are adjudged  
in such suit negligent or guilty of misconduct in the performance of their  
duties. 
 
ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED. 
 
     Not applicable. 
 
ITEM 8.      EXHIBITS. 
 
 Exhibit No.        Exhibit 
    4.1       Articles of Incorporation, as amended 
              (filed as an exhibit to the Registrant's  
              Registration Statement on Form 8-A, and  
              incorporated herein by reference) 
 
    4.2       Bylaws (filed as an exhibit to the 
              Registrant's Registration Statement on Form  
              8-A, and incorporated herein by reference) 
 
    4.3       Legal Services Agreement with Mottern & Van 
              Gelderen dated March 31, 1997 
 
    4.4       Legal Services Agreement with Law Offices of 
              Fay Matsukage dated March 27, 1997 
 
    4.5       Accounting Services Agreement with Kathryn 
              Yancey dated March 28, 1997 
 
    4.6       Client Services Agreement with International 
              Corporate Development, Inc. dated March  
              27, 1997 
 
    4.7       Financial Services Agreement with Bridgewater 
              Capital Corporation dated October 22, 1996, and  
              Addendum dated March 29, 1997 
 
    5.1       Opinion Regarding Legality 
 
    23.1      Consent of Stark Tinter & Associates, LLC 
 
    23.2      Consent of James Moore & Co., P.L. 
 
    23.3      Consent of Mottern & Van Gelderen (included in 
              Exhibit 5.1) 
 
ITEM 9.      UNDERTAKINGS. 
 
(a)   The undersigned 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: 
 
         (i) To include any prospectus required by section 10(a)(3) of the  
Securities Act of 1933; 
 
         (ii) To 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,  
represent a fundamental change in the information set forth in the  
registration statement; 
 
         (iii) To include any material information with respect to the plan  
of distribution not previously disclosed in the registration statement or  
any material  change to such  information  in the registration statement; 
 
     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not  
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,  
and the information required to be included in a post-effective amendment  
by those paragraphs is contained in periodic reports filed with or  
furnished to the Commission by the registrant pursuant to section 13 or  
section 15(d) of the Securities Exchange Act of 1934 that are incorporated  
by reference in the registration statement. 
 
     (2) That, for the purpose of determining any liability under the  
Securities Act of 1933, each such post-effective amendment shall be deemed  
to be a new registration statement relating to the securities offered  
therein, and the offering of such securities at that time shall be deemed  
to be the initial bona fide offering thereof. 
 
     (3) To remove from registration by means of a post-effective amendment  
any of the securities being registered which remain unsold at the  
termination of the offering. 
 
(b) The undersigned registrant hereby undertakes that, for purposes of  
determining any liability under the Securities Act of 1933, each filing of  
the registrant's annual report pursuant to section 13(a) or section 15(d)  
of the Securities Exchange Act of 1934 (and, where applicable, each filing  
of an employee benefit plan's annual report pursuant to section 15(d) of  
the Securities Exchange Act of 1934) that is incorporated by reference in  
the registration statement shall be deemed to be a new registration  
statement relating to the securities offered therein, and the offering of  
such securities at that time shall be deemed to be the initial bona fide  
offering thereof. 
 
(c) Insofar as indemnification for liabilities arising under the Securities  
Act of 1933 may be permitted to directors, officers and controlling persons  
of the registrant pursuant to the foregoing provisions, or otherwise, the  
registrant has been advised that in the opinion of the Securities and  
Exchange Commission such indemnification is against public policy as  
expressed in the Act and is, therefore, unenforceable. In the event that a  
claim for indemnification against such liabilities (other than the payment  
by the registrant of expenses incurred or paid by a director, officer or  
controlling person of the 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, the  
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 by it is against  
public policy as expressed in the Act and will be governed by the final  
adjudication of such issue. 
 
                  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 Norcross, State of Georgia, on  
April 17, 1997. 
 
                 CLASSIC RESTAURANTS INTERNATIONAL, INC. 
 
                 By:  /s/Caroline P. Anderson 
                      Caroline P. Anderson 
                      Executive Vice President 
 
     Pursuant to the requirements of the Securities Act of 1933, this  
registration statement has been signed by the following persons in the  
capacities and on the dates indicated. 
 
April 17, 1997                \s\James Robert Shaw 
Date                           James Robert Shaw 
                               President, Treasurer (Principal 
                               Executive Officer) and Director  
 
 
April 17, 1997                \s\Caroline P. Anderson 
Date                           Caroline P. Anderson 
                               Executive Vice President, 
                               Secretary (Principal Financial 
                               Officer) and Director 
 
 
April __, 1997                ______________________________ 
Date                           Daniel Howell 
                               Director
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{"company-data": {"conformed-name": "CLASSIC RESTAURANTS INTERNATIONAL INC /CO/", "cik": "0000861058", "assigned-sic": "6770", "irs-number": "841122431", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25585", "film-number": "97584729"}, "business-address": {"street1": "3091 GOVERNORS LAKE DR BLDG 100 STE 500", "street2": "SUITE 14", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7707299010"}, "former-company": [{"former-conformed-name": "CLASSIC RESTAURANTS INC/CO", "date-changed": "19960604"}, {"former-conformed-name": "CASINOS INTERNATIONAL INC/CO", "date-changed": "19960604"}, {"former-conformed-name": "REGIONAL EQUITIES CORP", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on April 17, 1997 
             Registration No. ___________ 
 
                     SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C.  20549 
 
                                  FORM S-8 
                           REGISTRATION STATEMENT 
                                   UNDER 
                         THE SECURITIES ACT OF 1933 
 
 
                   CLASSIC RESTAURANTS INTERNATIONAL, INC. 
           (Exact Name of Registrant as Specified in Its Charter) 
 
                   Colorado                        84-1122431 
         (State or Other Jurisdiction           (I.R.S. Employer 
       of Incorporation or Organization)     Identification Number) 
 
   3500 Parkway Lane, Suite 435, Norcross, Georgia     30092 
    (Address of Principal Executive Offices)         (Zip Code) 
 
       Legal Services Agreement with Mottern & Van Gelderen 
    Legal Services Agreement with Law Offices of Fay Matsukage 
         Accounting Services Agreement with Kathryn Yancey 
  Client Service Agreement with International Corporate Development, Inc. 
  Financial Services Agreement with Bridgewater Capital Corporation 
                    (Full title of the plan) 
 
                      Caroline P. Anderson 
              Classic Restaurants International, Inc. 
                   3500 Parkway Lane, Suite 435 
                     Norcross, Georgia 30092 
             (Name and address of agent for service) 
 
                        (770) 729-9010 
  (Telephone number, including area code, of agent for service) 
 
                         COPIES TO: 
                  Robert J. Mottern, Esq. 
                  Mottern & Van Gelderen 
              2200 Century Parkway, Suite 200 
                   Atlanta, Georgia 30345 
                      (404) 329-0606 
 
             CALCULATION OF REGISTRATION FEE 
 
  Title of      Amount to be      Proposed      Proposed     Amount of 
 Securities      Registered       Maximum       Maximum     Registration 
   to be                          Offering      Aggregate      Fee  
 Registered                       Price Per     Offering 
                                  Share(1)      Price 
 ----------    -------------      ---------    ----------   ------------ 
 Class A       390,000 shares     $1.375       $536,250.00  $162.50 
 Common Stock 
 
(1)   Calculated based on Rule 457(h). Average of the closing bid and  
      asked prices as of March 27, 1997. 
 
 
 
                            PART II 
 
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE. 
 
   The following documents are incorporated by reference in this  
registration statement: 
 
     (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year  
ended June 30, 1996, filed pursuant to Section 13(a) of the Securities  
Exchange Act of 1934, as amended; and 
 
     (b)   Registrant's Quarterly Reports on Form 10-QSB for the quarters  
ended September 30, 1996 and December 31, 1996, and all other reports, if  
any, filed by the Registrant pursuant to Section 13(a) of the Securities  
Exchange Act of 1934 since the end of the fiscal year ended June 30, 1996. 
 
     (c)   The description of Registrant's Class A Common Stock contained  
in the Registration Statement on Form 8-A filed with the Commission on  
April 29, 1996 under Section 12 of the Securities Exchange Act of 1934,  
including any amendment or report filed for the purpose of updating such  
description. 
 
     All documents filed by the registrant pursuant to Sections 13(a),  
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date  
of this registration statement and prior to the filing of a post-effective  
amendment to this registration statement which indicates that all  
securities offered hereunder have been sold, or which deregisters all  
securities then remaining unsold under this registration statement, 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. 
 
ITEM 4.      DESCRIPTION OF SECURITIES. 
 
     The Class A Common Stock to be offered is registered under Section 12  
of the Securities Exchange Act of 1934. 
 
ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL. 
 
     Not applicable. 
 
ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS. 
 
     Colorado corporate law, Article VII of the Registrant's Articles of  
Incorporation, as amended, and Article XI of the Registrant's Bylaws permit  
the Registrant to indemnify any director, officer, former director or  
officer, and certain other persons against expenses in defense of a suit to  
which they are parties by reason of such office, unless they are adjudged  
in such suit negligent or guilty of misconduct in the performance of their  
duties. 
 
ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED. 
 
     Not applicable. 
 
ITEM 8.      EXHIBITS. 
 
 Exhibit No.        Exhibit 
    4.1       Articles of Incorporation, as amended 
              (filed as an exhibit to the Registrant's  
              Registration Statement on Form 8-A, and  
              incorporated herein by reference) 
 
    4.2       Bylaws (filed as an exhibit to the 
              Registrant's Registration Statement on Form  
              8-A, and incorporated herein by reference) 
 
    4.3       Legal Services Agreement with Mottern & Van 
              Gelderen dated March 31, 1997 
 
    4.4       Legal Services Agreement with Law Offices of 
              Fay Matsukage dated March 27, 1997 
 
    4.5       Accounting Services Agreement with Kathryn 
              Yancey dated March 28, 1997 
 
    4.6       Client Services Agreement with International 
              Corporate Development, Inc. dated March  
              27, 1997 
 
    4.7       Financial Services Agreement with Bridgewater 
              Capital Corporation dated October 22, 1996, and  
              Addendum dated March 29, 1997 
 
    5.1       Opinion Regarding Legality 
 
    23.1      Consent of Stark Tinter & Associates, LLC 
 
    23.2      Consent of James Moore & Co., P.L. 
 
    23.3      Consent of Mottern & Van Gelderen (included in 
              Exhibit 5.1) 
 
ITEM 9.      UNDERTAKINGS. 
 
(a)   The undersigned 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: 
 
         (i) To include any prospectus required by section 10(a)(3) of the  
Securities Act of 1933; 
 
         (ii) To 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,  
represent a fundamental change in the information set forth in the  
registration statement; 
 
         (iii) To include any material information with respect to the plan  
of distribution not previously disclosed in the registration statement or  
any material  change to such  information  in the registration statement; 
 
     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not  
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,  
and the information required to be included in a post-effective amendment  
by those paragraphs is contained in periodic reports filed with or  
furnished to the Commission by the registrant pursuant to section 13 or  
section 15(d) of the Securities Exchange Act of 1934 that are incorporated  
by reference in the registration statement. 
 
     (2) That, for the purpose of determining any liability under the  
Securities Act of 1933, each such post-effective amendment shall be deemed  
to be a new registration statement relating to the securities offered  
therein, and the offering of such securities at that time shall be deemed  
to be the initial bona fide offering thereof. 
 
     (3) To remove from registration by means of a post-effective amendment  
any of the securities being registered which remain unsold at the  
termination of the offering. 
 
(b) The undersigned registrant hereby undertakes that, for purposes of  
determining any liability under the Securities Act of 1933, each filing of  
the registrant's annual report pursuant to section 13(a) or section 15(d)  
of the Securities Exchange Act of 1934 (and, where applicable, each filing  
of an employee benefit plan's annual report pursuant to section 15(d) of  
the Securities Exchange Act of 1934) that is incorporated by reference in  
the registration statement shall be deemed to be a new registration  
statement relating to the securities offered therein, and the offering of  
such securities at that time shall be deemed to be the initial bona fide  
offering thereof. 
 
(c) Insofar as indemnification for liabilities arising under the Securities  
Act of 1933 may be permitted to directors, officers and controlling persons  
of the registrant pursuant to the foregoing provisions, or otherwise, the  
registrant has been advised that in the opinion of the Securities and  
Exchange Commission such indemnification is against public policy as  
expressed in the Act and is, therefore, unenforceable. In the event that a  
claim for indemnification against such liabilities (other than the payment  
by the registrant of expenses incurred or paid by a director, officer or  
controlling person of the 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, the  
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 by it is against  
public policy as expressed in the Act and will be governed by the final  
adjudication of such issue. 
 
                  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 Norcross, State of Georgia, on  
April 17, 1997. 
 
                 CLASSIC RESTAURANTS INTERNATIONAL, INC. 
 
                 By:  /s/Caroline P. Anderson 
                      Caroline P. Anderson 
                      Executive Vice President 
 
     Pursuant to the requirements of the Securities Act of 1933, this  
registration statement has been signed by the following persons in the  
capacities and on the dates indicated. 
 
April 17, 1997                \s\James Robert Shaw 
Date                           James Robert Shaw 
                               President, Treasurer (Principal 
                               Executive Officer) and Director  
 
 
April 17, 1997                \s\Caroline P. Anderson 
Date                           Caroline P. Anderson 
                               Executive Vice President, 
                               Secretary (Principal Financial 
                               Officer) and Director 
 
 
April __, 1997                ______________________________ 
Date                           Daniel Howell 
                               Director