As filed with the Securities and Exchange Commission on November __, 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.)

              3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
               (Address of Principal Executive Offices) (Zip Code)

                 CLIENT SERVICE AGREEMENT DATED OCTOBER 11, 1996
 CONSULTING AGREEMENT WITH CAMBRIA INVESTMENT GROUP, LTD. DATED OCTOBER 15, 1996
                            (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:
                         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 _____


                                        1

<PAGE>


<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                                                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                  117,500               $2.875 (1)<F1>        $337,812.50 (1)<F1>         $102.38
A Common
Stock, no par
value, under
Consulting
Agreements
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
Total                                                                          $337,812.50               $102.38
=======================  ======================= ======================= =======================  ======================
<FN>
<F1>
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of November
         7, 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, 1996,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      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.







                                        3

<PAGE>

<TABLE>
<CAPTION>
ITEM 8.           EXHIBITS.

     EXHIBIT                                                                                          CONSECUTIVE
      NUMBER                                           EXHIBIT                                        PAGE NUMBER
<S>    <C>          <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          Client Service Agreement with Continental Capital & Equity                            ___
                    Corporation dated October 11, 1996
       4.4          Consulting Agreement with Cambria Investment Group, Ltd.                              ___
       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 Fay M. Matsukage (included in Exhibit 5.1)                                 N/A

</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
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.


                                        4

<PAGE>



         (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 Norcross, State of Georgia, on November 8, 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                           November 8, 1996
James R. Shaw                                               Date



                         Executive Vice President,
                         Secretary (Principal Financial
/s/Caroline P. Anderson  Officer) and  Director             November 8, 1996
Caroline P. Anderson                                        Date



/s/Jerry W. Carter       Director                           November 8, 1996
Jerry W. Carter                                             Date



/s/Daniel Howell         Director                           November 8, 1996
Daniel Howell                                               Date







3:continen.s-8


                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13582}]
{"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": "333-16009", "film-number": "96660953"}, "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 November __, 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.)

              3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
               (Address of Principal Executive Offices) (Zip Code)

                 CLIENT SERVICE AGREEMENT DATED OCTOBER 11, 1996
 CONSULTING AGREEMENT WITH CAMBRIA INVESTMENT GROUP, LTD. DATED OCTOBER 15, 1996
                            (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:
                         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 _____

                                        1
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                  117,500               $2.875 (1)
$337,812.50 (1)
$102.38
A Common
Stock, no par
value, under
Consulting
Agreements
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
Total                                                                          $337,812.50               $102.38
=======================  ======================= ======================= =======================  ======================
(1)      Calculated based on Rule 457(h).  Average of the closing bid and asked prices as of November
         7, 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, 1996,  filed  pursuant to Section  13(a) of the
                  Securities Exchange Act of 1934, as amended; and

         (b)      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.

                                        3
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          Client Service Agreement with Continental Capital & Equity                            ___
                    Corporation dated October 11, 1996
       4.4          Consulting Agreement with Cambria Investment Group, Ltd.                              ___
       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 Fay M. Matsukage (included in Exhibit 5.1)                                 N/A
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.

                                        4
(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 Norcross, State of Georgia, on November 8, 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                           November 8, 1996
James R. Shaw                                               Date

                         Executive Vice President,
                         Secretary (Principal Financial
/s/Caroline P. Anderson  Officer) and  Director             November 8, 1996
Caroline P. Anderson                                        Date

/s/Jerry W. Carter       Director                           November 8, 1996
Jerry W. Carter                                             Date

/s/Daniel Howell         Director                           November 8, 1996
Daniel Howell                                               Date

3:continen.s-8

                                        6