As filed with the Securities and Exchange Commission on July 18, 1996
                                                  Registration No. ____________
- --------------------------------------------------------------------------------



                     U.S. 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 of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)

   3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GEORGIA 30071
    (Address of Principal Executive Offices)                      (Zip Code)

                     CONSULTING AGREEMENT DATED MAY 30, 1996
                     CONSULTING AGREEMENT DATED JULY 1, 1996
                            (Full title of the plan)

                              CAROLINE P. ANDERSON
                     CLASSIC RESTAURANTS INTERNATIONAL, INC.
               3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500
                             NORCROSS, GEORGIA 30071
                     (Name and address of agent for service)

                                 (770) 729-9010
          (Telephone number, including area code, of agent for service)


                                   COPIES TO:
                         LAW OFFICES OF FAY M. MATSUKAGE
                           STANFORD PLACE 3, SUITE 201
                        4582 SOUTH ULSTER STREET PARKWAY
                             DENVER, COLORADO 80237
                                 (303) 721-9495



Exhibit index on consecutive page _____              Consecutive page 1 of _____


                                                         

<PAGE>


<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                PROPOSED
                                                        PROPOSED                 MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO BE            MAXIMUM OFFER-         AGGREGATE OFFER-           AMOUNT OF
   TO BE REGISTERED            REGISTERED          ING PRICE PER UNIT           ING PRICE            REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                    <C>                        <C>    
Shares of Class                  200,000               $5.19 (1) <F1>         $1,037,500 (1) <F1>        $357.76
A Common
Stock, no par
value, under
Consulting
Agreements
- ------------------------------------------------------------------------------------------------------------------------
Options to                       300,000               $5.19 (1) <F1>         $1,556,250 (1) <F1>        $536.64
purchase Class A
Common Stock
- ------------------------------------------------------------------------------------------------------------------------
Shares of Class                  300,000                  $0.10                  $30,000                  $10.34
A Common
Stock issuable
upon exercise of
Options
- ------------------------------------------------------------------------------------------------------------------------
Total                                                                           $2,623,750               $904.74
========================================================================================================================
<FN>
<F1>
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of July 11, 1996.
</FN>
</TABLE>


                                                        2

<PAGE>



                                     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-K for the fiscal  year
                  ended June 30, 1995,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 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, 1995.

         (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.

         The Registrant sets forth a description of the options to be offered:

         The  Registrant  has  authorized the issuance of options to purchase an
aggregate  of up to 300,000  shares of its Class A Common Stock and has reserved
an  equivalent  number  of  shares of Class A Common  Stock  for  issuance  upon
exercise of such options.  Each option  entitles the holder  thereof to purchase
one  share of Class A Common  Stock at a price of $0.10.  The right to  exercise
100,000  options will commence upon issuance and will  terminate at the close of
business on June 30, 1997. The right to exercise the remaining  200,000  options
will commence on August 31, 1996 and will  terminate at the close of business on
August 31, 1997. The options are subject to anti-dilutive rights.

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

                                        3

<PAGE>



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.
<TABLE>
<CAPTION>
     EXHIBIT                                                                                          CONSECUTIVE
      NUMBER                                           EXHIBIT                                        PAGE NUMBER
       <S>          <C>                                                                                   <C>                
       4.1          Articles of Incorporation, as amended (filed as an exhibit to the                     N/A
                    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                          N/A
                    Statement on Form 8-A, and incorporated herein by reference)
       4.3          Consulting Agreement with Diversified Corporate Consulting                            ___
                    Group, LLC dated May 30, 1996
       4.4          Consulting Agreement with Search Group Capital, Inc. dated                            ___
                    July 1, 1996
       5.1          Opinion Regarding Legality                                                            ___
       23.1         Consent of BDO Seidman  (1)<F1>                                                       N/A
       23.2         Consent of Fay M. Matsukage (included in Exhibit 5.1)                                 N/A

<FN>
<F1>
      (1)  Application has been made under Rule 437 to waive this consent.
</FN>
</TABLE>

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

                                        4

<PAGE>



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.



                                        5

<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 Clearwater, State of Florida, on July 15,1996.

                                        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.

                                  President and Treasurer (Prin-
                                  cipal Executive Officer) and
/s/ James R. Shaw                 Director                       July 15, 1996
- ------------------------------                                   --------------
James R. Shaw                                                    Date
                                  Executive Vice President,
                                  Secretary (Principal Financial
/s/ Caroline P. Anderson          Officer) and  Director         July 15, 1996
- ------------------------------                                   --------------
Caroline P. Anderson


/s/ Jerry W. Carter               Director                       July 15, 1996
- ------------------------------                                   --------------
Jerry W. Carter                                                  Date



/s/ Daniel Howell                 Director                       July 15, 1996
- ------------------------------                                   --------------
Daniel Howell                                                    Date


1:forms-8

                                        6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15599}]
{"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": "333-08367", "film-number": "96596344"}, "business-address": {"street1": "3091 GOVERNORS LAKE DR BLDG 100 STE 500", "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 July 18, 1996
                                                  Registration No. ____________
- --------------------------------------------------------------------------------

                     U.S. 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 of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)

   3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GEORGIA 30071
    (Address of Principal Executive Offices)                      (Zip Code)

                     CONSULTING AGREEMENT DATED MAY 30, 1996
                     CONSULTING AGREEMENT DATED JULY 1, 1996
                            (Full title of the plan)

                              CAROLINE P. ANDERSON
                     CLASSIC RESTAURANTS INTERNATIONAL, INC.
               3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500
                             NORCROSS, GEORGIA 30071
                     (Name and address of agent for service)

                                 (770) 729-9010
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:
                         LAW OFFICES OF FAY M. MATSUKAGE
                           STANFORD PLACE 3, SUITE 201
                        4582 SOUTH ULSTER STREET PARKWAY
                             DENVER, COLORADO 80237
                                 (303) 721-9495

Exhibit index on consecutive page _____              Consecutive page 1 of _____
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                PROPOSED
                                                        PROPOSED                 MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO BE            MAXIMUM OFFER-         AGGREGATE OFFER-           AMOUNT OF
   TO BE REGISTERED            REGISTERED          ING PRICE PER UNIT           ING PRICE            REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Shares of Class                  200,000               $5.19 (1)
$1,037,500 (1)
$357.76
A Common
Stock, no par
value, under
Consulting
Agreements
- ------------------------------------------------------------------------------------------------------------------------
Options to                       300,000               $5.19 (1)
$1,556,250 (1)
$536.64
purchase Class A
Common Stock
- ------------------------------------------------------------------------------------------------------------------------
Shares of Class                  300,000                  $0.10                  $30,000                  $10.34
A Common
Stock issuable
upon exercise of
Options
- ------------------------------------------------------------------------------------------------------------------------
Total                                                                           $2,623,750               $904.74
========================================================================================================================
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of July 11, 1996.
2
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-K for the fiscal  year
                  ended June 30, 1995,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      Registrant's  quarterly  reports  on Form 10-Q for the  fiscal
                  quarters  ended  September  30, 1995,  December 31, 1995,  and
                  March 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, 1995.

         (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.

         The Registrant sets forth a description of the options to be offered:

         The  Registrant  has  authorized the issuance of options to purchase an
aggregate  of up to 300,000  shares of its Class A Common Stock and has reserved
an  equivalent  number  of  shares of Class A Common  Stock  for  issuance  upon
exercise of such options.  Each option  entitles the holder  thereof to purchase
one  share of Class A Common  Stock at a price of $0.10.  The right to  exercise
100,000  options will commence upon issuance and will  terminate at the close of
business on June 30, 1997. The right to exercise the remaining  200,000  options
will commence on August 31, 1996 and will  terminate at the close of business on
August 31, 1997. The options are subject to anti-dilutive rights.

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

                                        3
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                                                                                          CONSECUTIVE
      NUMBER                                           EXHIBIT                                        PAGE NUMBER
4.1          Articles of Incorporation, as amended (filed as an exhibit to the                     N/A
                    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                          N/A
                    Statement on Form 8-A, and incorporated herein by reference)
       4.3          Consulting Agreement with Diversified Corporate Consulting                            ___
                    Group, LLC dated May 30, 1996
       4.4          Consulting Agreement with Search Group Capital, Inc. dated                            ___
                    July 1, 1996
       5.1          Opinion Regarding Legality                                                            ___
       23.1         Consent of BDO Seidman  (1)
N/A
       23.2         Consent of Fay M. Matsukage (included in Exhibit 5.1)                                 N/A
(1)  Application has been made under Rule 437 to waive this consent.
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

                                        4
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.

                                        5
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 Clearwater, State of Florida, on July 15,1996.

                                        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.

                                  President and Treasurer (Prin-
                                  cipal Executive Officer) and
/s/ James R. Shaw                 Director                       July 15, 1996
- ------------------------------                                   --------------
James R. Shaw                                                    Date
                                  Executive Vice President,
                                  Secretary (Principal Financial
/s/ Caroline P. Anderson          Officer) and  Director         July 15, 1996
- ------------------------------                                   --------------
Caroline P. Anderson

/s/ Jerry W. Carter               Director                       July 15, 1996
- ------------------------------                                   --------------
Jerry W. Carter                                                  Date

/s/ Daniel Howell                 Director                       July 15, 1996
- ------------------------------                                   --------------
Daniel Howell                                                    Date

1:forms-8

                                        6