U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                    (Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

                                       OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE  ACT OF 1934 FOR THE  TRANSITION  PERIOD  FROM      TO

                        COMMISSION FILE NUMBER: 000-28083

                           ELUTION TECHNOLOGIES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                   Nevada                             88-0362112
                   ------                             ----------
     (State or jurisdiction of incorporation       (I.R.S. Employer
             or organization)                     Identification No.)

        6245 N. 24th Parkway, Suite 215, Phoenix, Arizona          85016
        -------------------------------------------------         ------
        (Address of principal executive offices)                (Zip Code)

                  Registrant's telephone number: (602) 977-0333
                                                 --------------

                           Nostalgia Motorcars, Inc.
                    4502 East Karen Drive, Phoenix, AZ 85032
                    ----------------------------------------
                           (Former Name and Address)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was  required to file such  reports),  and (2) been  subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

          Indicate by check mark if disclosure of delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ].

The  Registrant  had no revenues for the fiscal year ended on December 31, 2001.
The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  as of March 31, 2002:  Common  Stock,  par value $0.001 per share --
$543,950.  As of March 31, 2002, the  Registrant had 7,045,000  shares of common
stock issued and outstanding.
<PAGE>



                                TABLE OF CONTENTS

PART I                                                                   PAGE

     ITEM 1.  BUSINESS..................................................   3

     ITEM 2.  PROPERTIES................................................   3

     ITEM 3.  LEGAL PROCEEDINGS.........................................   4

     ITEM 4.  SUBMISSION TO MATTERS TO VOTE
                 OF SECURITY HOLDERS....................................   4

PART II
     ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
                 AND RELATED STOCKHOLDER MATTERS........................   5

     ITEM 6.  PLAN OF OPERATION.........................................   6

     ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..............    7

     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                 ON ACCOUNTING AND FINANCIAL DISCLOSURE.................   8

PART III
     ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........   8

     ITEM 10. EXECUTIVE COMPENSATION....................................  11

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                 OWNERS AND MANAGEMENT..................................  11

     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............  12

PART IV
     ITEM 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND
                 REPORTS ON FORM 8-K....................................  14

SIGNATURES..............................................................  15














                                       2


<PAGE>


                                    PART I.

ITEM 1.  BUSINESS.

A.   Business Development.

     Nostalgia Motorcars, Inc., a Nevada corporation ("Company"), was originally
organized on November 23, 1993 as Amexan,  Inc.; the name was changed on June 1,
1998 to  Nostalgia  Motorcars,  Inc.  Prior to the name  change,  Amexan  was an
inactive company from the date of incorporation.

     On June 11,  2002,  the Company  changed its name to Elution  Technologies,
Inc.

     On June 11, 2002, the Company  entered into an Agreement and Plan of Merger
with  Elution  Technologies,  Inc.,  a  private  Arizona  corporation  ("Elution
Arizona"), pursuant to which the Company agreed to acquire all of the issued and
outstanding  shares of stock of Elution  Arizona in exchange for an equal number
of shares of Common Stock of the Company.  The provisions of that Agreement have
been  satisfied and the Transfer  Agent of the Company was  authorized on August
23, 2002, to issue shares of the Company's  Common Stock to the  shareholders of
record of Elution  Arizona in exchange for their  respective  shares of stock in
Elution Arizona.

B. Business of the Company.

     Following  completion of the merger,  the Company will design  technologies
and  application-specific  integrated  circuit  ("ASIC")  or VLSI chip that will
accelerate a device's  ability to process,  compress,  transmit,  receive and/or
decompress  very  large  images  and other  multimedia  data with very low power
requirements.

     In addition to  developing  chipsets,  the  Company  will also  establish a
consulting   practice  that  will  facilitate  the  incorporation  of  Elution's
intellectual  property  and  algorithms  into  other  semiconductor   producer's
chipsets.  The Company also plans to establish a research and development center
in Kolkata,  India to focus on futuristic  technologies and utilize professional
relationship  with local academic and industry  partners to further expansion of
its technologies in international market.

     As of December 31, 2001, the business  office of the Company was located at
4502 East Karen Drive, Phoenix, Arizona 85032. The Company's fiscal year ends on
December 31. At December 31, 2001,  the Company had one part time employee (Brad
Randolph).  Following  the  completion  of the merger,  the Company  anticipates
adding  several  full time  employees in the near future in  management  and for
administrative and technical support.


ITEM 2.  PROPERTIES.

     At December 31, 2001,  the Company owned  approximately  $9,000 in computer
equipment and an automobile.


                                         3
<PAGE>


     The  Company  neither  owns nor  leases  any real  property.  Mr.  Randolph
provides office space to the Company at no cost. This office space consists of
one room of approximately  250 square feet in the home of Mr. Randolph,  located
at 4502 East Karen Drive,  Phoenix,  Arizona 85032.  Effective June 6, 2002, the
Company has occupied a portion of the facilities leased by Centar Holding, Inc.,
at 6245 N. 24th Parkway,  Suite 215,  Phoenix,  Arizona 85016, and is accruing a
pro-rata share of the cost of such space as an expense of the Company.

     This office space is not suitable for the purposes of the Company (there is
adequate insurance coverage on the assets of the Company at this location).  The
Company is currently  seeking other office space in the greater Phoenix, Arizona
area.


ITEM 3.  LEGAL PROCEEDINGS.

     The Registrant is not a party to any material pending legal proceedings. In
previous  filings,  which are  incorporated  herein by  reference,  the  Company
discussed  its  efforts  to  secure  DOT and EPA  approval  for the "old  style"
Volkswagen  bug  which  the  Company  intended  to  import  from the  Volkswagen
production  facility in Pueblo Mexico.  The Registrant has been  threatened by a
group in Florida,  which claims that they had certain  rights  regarding  the VW
vehicle.  The Florida group attempted to purchase  control of the Registrant but
was unable to complete the transaction. During the time when purchase of control
was being  negotiated  it was  discovered  that the  claims of this  group  were
without  merit.  The  Registrant is  considering  suing this group for fraud and
damages. The actions of this group have caused the Registrant to delay its entry
into the market by eight months.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         On June 11,  2002,  the  Company  filed an  Amendment  of  Articles  of
Incorporation of Nostalgia Motorcars,  Inc., with the Secretary of State for the
State of Nevada. The number of shares of the Company outstanding and entitled to
vote on an amendment to the Articles of  Incorporation  was 7,945,000.  The June
11, 2002  amendment  was  consented  to and  approved by a majority  vote of the
stockholders  holding a majority  of the stock  entitled  to vote  thereon.  The
amendment   effected  the  following  changes  to  the  Company's   Articles  of
Incorporation:  (1)  changed  the name of the  Company to Elution  Technologies,
Inc.,  (2)  authorized  the Company to provide that each share  outstanding  was
changed into a one-tenth  (1/10th) of a share,  effecting a 1:10 rollback of the
number of shares of Common Stock issued and  outstanding,  and (3) increased the
total number of shares which the Company was authorized to issue from 50,000,000
to  100,000,000.  A copy of this  Amendment  is  attached as Exhibit 3.4 to this
filing and incorporated herein by this reference.






                                         4
<PAGE>

                                    PART II.


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Market Information.

     From June 15, 1998 to October 21,  1999,  the  Company's  common  stock was
traded on the Over the Counter  Bulletin  Board.  On October 21, 1999 the shares
were  delisted  to the  National  Quotation  Bureau's  "Pink  Sheets"  since the
Registrant  had not  complied  with the new  eligibility  rules of the  Bulletin
Board; that is, all companies must be reporting  companies.  On January 12, 2000
the  Registrant's  common stock was relisted on the Bulletin Board (symbol CRRZ)
after its Form 10-SB registration statement cleared comments with the Securities
and Exchange  Commission.  On May 5, 2001 the Company shares were again delisted
to the National Quotation Bureau's "Pink Sheets" since the Registrant had failed
to remain  current by not filing the required  Annual Report for the year ending
December  31,  2000.  On September  21, 2001 the  Registrant's  common stock was
relisted on the Bulletin Board (symbol CRRZ) after its Form 10-KSB Annual Report
was filed with the  Securities  and  Exchange  Commission.  On May 26,  2002 the
Company  shares were again  delisted to the National  Quotation  Bureau's  "Pink
Sheets"  since the  Registrant  had  failed to remain  current by not filing the
required  Annual  Report for the year  ending  December  31,  2001.  The Company
expects that its stock will be relisted on the Bulletin Board (Symbol ELUT) upon
filing of this Annual  Report and the Forms 10-QSB for the periods  ending March
31, 2002, and June 30, 2002. The range of closing prices shown below is reported
while  trading  on the  Bulletin  Board  and the Pink  Sheets.  During  2001 the
Registrant  again  became  current  and again was traded on the Over the Counter
Bulletin Board. The quotations shown reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and may not  necessarily  represent  actual
transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 2001
-----------------------------------------------
                                                          High       Low
                                                          ----       ----
Quarter Ended December 31, 2001                           0.21       0.08
Quarter Ended September 30, 2001                          0.09       0.10
Quarter Ended June 30, 2001                               0.09       0.07
Quarter Ended March 31, 2001                              0.15       0.08


Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 2000
-------------------------------------------
                                                          High        Low
                                                          ----       ----
Quarter Ended December 31, 2000                           0.25       0.09
Quarter Ended September 30, 2000                          0.58       0.23
Quarter Ended June 30, 2000                               0.94       0.28
Quarter Ended March 31, 2000                              1.10       0.35


                                         5
<PAGE>


(b)  Holders of Common Equity.

     As of  March  31,  2002,  there  were  34  shareholders  of  record  of the
Registrant's Common Stock and there were 7,045,000 shares of Common Stock issued
and  outstanding.  As of June 30, 2002,  there were 37 shareholders of record of
the Registrant's  Common Stock and,  following a 1:10 rollback on June 11, 2002,
there were 794,500 shares of Common Stock issued and outstanding.

(c)  Dividends.

     The  Registrant  has not declared or paid a cash dividend to  stockholders.
The Board of  Directors  presently  intends  to retain any  earnings  to finance
Registrant  operations  and does not expect to authorize  cash  dividends in the
foreseeable future. Any payment of cash dividends in the future will depend upon
the Registrant's earnings, capital requirements and other factors.

(d)    Equity Securities Sold Without Registration.

         Commencing on January 6, 2000 and up to March 12, 2000,  the Registrant
sold debentures in a total amount of $100,000 to five individuals. Commencing on
July 5, 2002 and  continuing  through  August 10, 2002,  the Registrant (i) sold
38,111 shares of Common Stock restricted under Section 144 to 12 individuals for
a total amount of $47,000,  (ii) issued an  additional  10,800 shares of Section
144 stock,  valued at $1.00 per share, to various persons in payment of services
rendered,  and (iii) issued  170,000 shares of Section 144 stock at par value to
an  individual as an incentive to become an officer and employee of the Company.
No  commissions or fees were paid in connection  with these sales.  All of these
sales  were  undertaken   pursuant  to  the  limited  offering   exemption  from
registration  under the  Securities  Act of 1933 as  provided  in Rule 506 under
Regulation D. These sales met the  requirements  of Rule 506 in that:  (a) there
are no more than, or the issuer reasonably believes that there are no more than,
35 purchasers of securities  from the issuer in any offering under this section;
and (b) each  purchaser  who is not an accredited  investor is a  "sophisticated
investor,"   that  is,  the  investor   either  alone  or  with  his   purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or the issuer reasonably  believes  immediately prior to making any
sale that such purchaser comes within this description.


ITEM 6.  PLAN OF OPERATION.

         The following Plan of Operation  should be read in conjunction with the
financial statements and accompanying notes included in this Form 10-KSB.

(a)    Plan of Operation.

       As  of  December  31,  2001,  the  Company  had  not  commenced  business
operations.  The Company is  completing  the  acquisition  and merger of Elution
Technologies,  Inc., a private Arizona company.  This company was organized as a
fab-less  semiconductor  company  to provide  VLSI  technologies  in  multimedia
processing and compression.

                                       6
<PAGE>


    Following completion of the merger, the Company will design technologies
and  application-specific  integrated  circuit  ("ASIC")  or VLSI chip that will
accelerate a device's  ability to process,  compress,  transmit,  receive and/or
decompress  very  large  images  and other  multimedia  data with very low power
requirements.

     In addition to  developing  chipsets,  the  Company  will also  establish a
consulting   practice  that  will  facilitate  the  incorporation  of  Elution's
intellectual  property  and  algorithms  into  other  semiconductor   producer's
chipsets.  The Company also plans to establish a research and development center
in Kolkata,  India to focus on futuristic  technologies and utilize professional
relationship  with local academic and industry  partners to further expansion of
its technologies in international market.

(b)      Liquidity and Capital Resources

     As of December 31, 2001 the Company has no  established  source of revenue,
has negative working capital of $356,000 and has accumulated losses of $948,000.
Without  realization of additional capital, it would be unlikely for the Company
to continue as a going concern.

(c)      Forward Looking Statements.

     The foregoing Plan of Operation may contain  "forward  looking  statements"
within the meaning of Rule 175 under the Securities Act of 1933, as amended, and
Rule 3b-6 under the  Securities  Act of 1934, as amended,  including  statements
regarding,  among other items, the Registrant's  business strategies,  continued
growth in the Registrant's markets,  projections,  and anticipated trends in the
Registrant's  business  and  the  industry  in  which  it  operates.  The  words
"believe," "expect," "anticipate," "intends," "forecast," "project," and similar
expressions   identify   forward-looking   statements.   These   forward-looking
statements are based largely on the Registrant's expectations and are subject to
a  number  of  risks  and  uncertainties,   certain  of  which  are  beyond  the
Registrant's  control. The Registrant cautions that these statements are further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially  from  those in the  forward  looking  statements,  including,  among
others,  the  following:   reduced  or  lack  of  increase  in  demand  for  the
Registrant's  products,  competitive pricing pressures and the level of expenses
incurred  in  the  Registrant's   operations.   In  light  of  these  risks  and
uncertainties,  there can be no assurance that the  forward-looking  information
contained herein will in fact transpire or prove to be accurate.  The Registrant
disclaims any intent or obligation to update "forward looking statements."


ITEM 7.  FINANCIAL STATEMENTS.

         Financial  statements  as of and for the year ended  December 31, 2001,
and for the year ended December 31, 2000 are presented in a separate  section of
this report following Part III.

                                       7

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     The accountants  for the Registrant  continues to be the firm of Merdinger,
Fructer,  Rosen & Company,  P.C.,  Certified  Public  Accountants,  888  Seventh
Avenue, New York, NY 10106. This firm has changed its name as reflected in prior
filings but otherwise  remains the same firm. There were no  disagreements  with
the  Certified  Public   Accountants   regarding   accounting  and/or  financial
disclosure.


                                     PART III.


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH SECTION 16(A) OF THE
         EXCHANGE ACT.

(a) Officers and Directors as of December 31, 2001, March 31, 2002, and June 30,
2002:

     The names, ages, and respective  positions of the directors and officers of
the Company are set forth below.  As of December 31, 2001, Mr. Brad Randolph has
held his respective  positions  since May 20, 1999. On June 13, 2002, Mr. Thomas
Kreitzer  was  appointed  a  director  of the  Company  to fill a newly  created
directorship.  On July 24, 2002, Mr. Brad Randolph resigned,  leaving Mr. Thomas
as the sole  director.  On July 25,  2002,  Mr. David  Kreitzer was  appointed a
director  of the  Company  to  fill  the  position  vacated  by  Mr.  Randolph's
resignation.  On July 25, 2002,  Thomas Kreitzer and David Kreitzer were elected
to the  offices set forth  below.  On August 19,  2002,  Dr.  Tinku  Acharya was
appointed a director of the Company to fill a newly created directorship and was
also elected Chairman of the Board of Directors and Chief Technology  Officer of
the Company.  Messrs.  Thomas  Kreitzer,  David  Kreitzer and Tinku Acharya will
serve until the next annual meeting of the  Registrant's  stockholders  or until
their respective successors are duly elected and have qualified.  Directors will
be elected for a one-year  term at the annual  stockholders'  meeting.  Officers
will hold  their  positions  at the will of the board of  directors,  absent any
employment agreement,  of which none currently exist or are contemplated.  There
are  no  arrangements,   agreements  or  understandings  between  non-management
shareholders and management under which non-management shareholders may directly
or indirectly  participate  in or influence the  management of the  Registrant's
affairs.


(a) Brad Randolph, President/Secretary/Treasurer/Director to July 24, 2002.

     Mr. Randolph,  age 43, received his Bachelor of Science degree in 1983 from
Kent State  University,  Kent, Ohio. From June 1994 to May 1999, he was employed
as a Vice President and Operations  Manager of Shakti  Investments,  Ltd. Shakti
Investments,  Inc. is an international  investment,  import/export,  and trading
company based in Phoenix,  Arizona.  Mr. Randolph's  principal  responsibilities
included  the  research,   qualification   and   negotiation   of  new  business
opportunities internationally. In this position, he gained extensive experience.
With the  planning,  coordination  and  regulatory  compliance  required for the
import  and  export  of  commodities  with the U.S.  and  with  several  foreign
countries.


                                       8
<PAGE>


     For the  period of October  1988 to May 1994,  Mr.  Randolph  served as the
President/co-founder  of EyeLevel,  Inc. At the time,  EyeLevel,  Inc.,  was the
nations highest volume promotional sunglass  manufacturing company. Mr. Randolph
secured exclusive rights for North America from Avery  International,  now Avery
Dennison,  to utilize a patented  printing  technology  for  EyeLevel,  Inc. His
responsibilities  at this  firm  included  the  administration,  marketing,  and
distribution for the company's two largest product groups, licensed products and
national  promotions.  The Licensed  Product  group  acquired  licenses from The
National  Football  League,  Major  League  Baseball,  The  National  Basketball
Association, and over 60 colleges and universities throughout the United States.
Mr. Randolph personally developed a distribution network for this company that
covered all major markets  utilizing major retailers like Wal-Mart,  Kmart, J.C.
Penny  Company,  as well as  numerous  grocery  chains.  The  promotional  group
developed and  implemented  successful  national  campaigns for Pepsi Cola,  The
National Football League, and America West Airlines.


(a) Thomas Kreitzer,  Interim Chief Executive  Officer/Chief  Financial Officer/
Secretary/Treasurer/Director.

       Thomas Kreitzer,  age 35,  graduated from Indiana  University in 1989. In
1993 he co-founded Enanti Software,  Ltd., a software development company geared
since become well known in the hardware industry for its  revolutionary  product
designs. Designer Products develops and patents innovative products, then toward
the  development  of customized  application  specific  software.  In 1996,  Mr.
Kreitzer,  along  with his  brother,  David  Kreitzer,  acquired  fifty  percent
interest in Designer Products, a Phoenix-based  industrial design firm which has
coordinates  manufacturing  of the products  overseas for  distribution  through
industry recognized corporations. Key accounts include: Stanley Tool Company, 3M
Corporation,  Bondex International,  American tool Company, RPM Group, Ames, Bay
Mills Company,  BreathRight,  DAP and numerous others.  Mr. Kreitzer disposed of
his interest in Designer Products in October,  2001. Mr. Thomas Kreitzer is also
a Director of Centar Holding,  Ltd.,  formed to market U.S.  technologies in the
international  markets.  Recent  efforts  by Centar  have been  concentrated  on
negotiating  a contract  with the West Bengal  Government in India to construct,
market and install leading wind powered technology products.


(a)  David Kreitzer, Interim President/Interim Chief Operating Officer/Director.

     David  Kreitzer,  age 35,  studied  Industrial  Design at the University of
Illinois  graduating  in 1989. In 1993 he co-founded  Enanti  Software,  Ltd., a
software  development  company  geared  toward  the  development  of  customized
application  specific software.  In 1996, Mr. Kreitzer,  along with his brother,
David  Kreitzer,  acquired  fifty  percent  interest  in  Designer  Products,  a
Phoenix-based  industrial  design firm which has since  become well known in the
hardware  industry for its  revolutionary  product  designs.  Designer  Products
develops and patents innovative products, then coordinates  manufacturing of the
products overseas for distribution through industry recognized corporations. The
first patent developed for Designer  Products by David Kreitzer and his brother,
Thomas,  sold for $2,250,000.  Key accounts  include:  Stanley Tool Company,  3M
Corporation,  Bondex International,  American tool Company, RPM Group, Ames, Bay


                                       9
<PAGE>

Mills Company,  BreathRight,  DAP and numerous others.  Mr. Kreitzer disposed of
his interest in Designer Products in October,  2001. Mr. Thomas Kreitzer is also
a Director of Centar Holding,  Ltd.,  formed to market U.S.  technologies in the
international  markets.  Recent  efforts  by Centar  have been  concentrated  on
negotiating  a contract  with the West Bengal  Government in India to construct,
market and install leading wind powered technology products.


(a)  Dr. Tinku Acharya, PhD, Chief Technology Officer/Director/Chairman.

     Tinku  Acharya,  age 40,  received his B.Sc.  (with  honors) in Physics and
B.Tech and M.Tech in Computer  Science from the  University of Calcutta in 1983,
1986,  and 1989,  respective.  He received his PhD in Computer  Science from the
University  of  Central  Florida,  Orlando,  in  1994.  Before  joining  Elution
Technologies,  he was a  Principal  Engineer  (June  1996-June  2002)  in  Intel
Corporation,  a consulting  engineer at AT&T Bell  Laboratories  (1995-1996),  a
member of the  faculty of the  Institute  of  Systems  Research,  University  of
Maryland,  College Park  (1994-1995),  Manager in Bank of Tokyo Ltd. in Calcutta
(1990), National Informatics Center in India (1988-1990).  He has contributed to
over 50 technical papers published in international journals, at conferences and
in book  chapters.  He is an inventor of 36 US patents.  Dr. Acharya is a Senior
member of Institute of Electrical and Electronics Engineering.


(b) Compliance with Section 16(a) of the Exchange Act.

         Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors,  and persons who  beneficially  own more than 10% of any
class of the Registrant's equity securities to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange  Commission
("SEC"). Executive officers, directors and beneficial owners of more than 10% of
any class of the Registrant's  equity securities are required by SEC regulations
to furnish the Registrant with copies of all Section 16(a) forms they file.

         Based  solely on a review of the copies of such forms  furnished to the
Registrant   during  or  with  respect  to  fiscal  2001,  and  certain  written
representations  from executive officers and directors,  the Registrant is aware
that each such reporting  persons  inadvertently  failed to file a Form 3 at the
time the Registrant  became registered under Section 12 of such act (December 4,
1999). Such forms have not been prepared and filed to date.









                                       10
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth executive  compensation for the years ending
December 31, 2000 and 2001.


<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE

                           Annual Compensation                                   Long Term Compensation
                  ---------------------------------------------  -------------------------------------------------
                                                    Other        Restricted
                                                    Annual         Stock       Options    LTIP       All Other
Position          Year   Salary ($)  Bonuses($)  Compensation($)  Awards($)    SARs(#)  Payouts ($)  Compensation
---------         ----   ----------  ----------  --------------  -----------   -------  -----------  ------------
<S>               <C>    <C>         <C>         <C>             <C>           <C>      <C>          <C>
Brad Randolph,    2000   $20,000       0              0              0          0        0            0
President/Sec/    2001         0       0              0              0          0        0            0

Anoop Pittawala   2000   $39,250       0              0              0          0        0            0
VP/Treasurer      2001         0       0              0              0          0        0            0
</TABLE>


Other Compensation.

     (a) There are no annuity,  pension or  retirement  benefits  proposed to be
paid to officers,  directors,  or employees  of the  Registrant  in the event of
retirement at normal  retirement date, as there is no existing plan provided for
or contributed to by the Registrant.

     (b) No  remuneration  is  proposed  to be paid in the  future  directly  or
indirectly  by the  Registrant  to any  officer or  director  since  there is no
existing plan which provides for such payment, including a stock option plan.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership  of  shares of the  Registrant's  common  stock as of March  31,  2002
(7,045,000  issued  and  outstanding)  by  (i)  all  stockholders  known  to the
Registrant to be  beneficial  owners of more than 5% of the  outstanding  common
stock;  and (ii) the officers and directors of the Company (each person has sole
voting  power  and  sole  dispositive  power  as to all of the  shares  shown as
beneficially owned by them):




                                       11
<PAGE>

                                                   Amount of
                   Name and Address of             Beneficial        Percent
Title of Class     Beneficial Owner                Ownership(1)     of Class(1)
--------------     -------------------             ----------       -----------

Common Stock       Brad Randolph                     600,000            9%
                   4502 East Karen Drive
                   Phoenix, AZ  85032

Common Stock       Douglas Ansell                  1,250,000           18%
                   P.O.Box 96843
                   Las Vegas, NV  89193-6843

Common Stock       Bruce Barton                    1,250,000           18%
                   7100 West Gomer Road
                   Las Vegas, NV  89124

Common Stock       All Officers and Directors
                   as a Group (1 person)             600,000            9%

-------------
(1)  Does not give effect to a 1 for 10 reverse split effected by the Company on
     June 11, 2002.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other than as set forth below, there are no relationships, transactions, or
proposed  transactions to which the registrant was or is to be a party, in which
any of the  named  persons  set forth  previously  had or is to have a direct or
indirect material interest.

(a)  Contributions by Principal

     The Company has accrued amounts due to its president for services  rendered
and  expenses  paid by the  president  on behalf of the  Company  of  $38,900 at
December 31, 2000.  During the year ended  December 31, 2001,  the president was
paid $14,635 and waived the outstanding balance,  resulting in a contribution to
capital of $24,265.

(b)  Loans by Principal and Former Principal

     The  president and former vice  president of the Company,  have each loaned
the Company  $150,000.  Each of these loans is evidenced  by a  promissory  note
dated June 11,  1999 and  bearing  interest at a rate equal to the prime rate as
announced  by the Wall Street  Journal as of the last  business day prior to the
first day of each  calendar  quarter  and  adjusted  as of the first day of each
calendar  quarter during the term of the promissory note. Under the terms of the
promissory notes, the entire outstanding  principal  balance,  together with all
accrued and unpaid interest, shall be due and payable in full not later than the
Maturity  Date,  which is two years  from the date of the  promissory  note.  At
Maturity  these  loans  were not  called  when the  Company  secured  short-term
extensions.

                                       12
<PAGE>

     Under the terms of the promissory  notes,  the holders may, at their option
and at any time and from time to time,  convert  all or any  portion of the then
outstanding  principal amount and accrued interest hereunder into that number of
fully  paid  and  nonassessable  Shares  equal  to 25% of the  then  outstanding
principal amount of the note as of the date of conversion.  For example,  if the
principal amount on the date of conversion is $100,000, and the stock is trading
at $1.00  per share on that  date,  then he would  receive  25,000  Shares.  The
holders may  exercise  this option on more than one  occasion,  so long as there
still remains an outstanding principal balance under the promissory notes.

     In  case of any  reorganization  or  recapitalization  of the  Company  (by
reclassification  of its outstanding Shares or otherwise),  or its consolidation
or  merger  with  or  into  another  corporation,   the  principals  will,  upon
conversion,  be  entitled  to  receive  the  shares  of  stock,  cash  or  other
consideration    which   they   would   receive   upon   such    reorganization,
recapitalization,  consolidation  or merger if  immediately  prior  thereto  the
conversion  had occurred and the holders had  exchanged the Shares in accordance
with  the  terms  of such  reorganization,  recapitalization,  consolidation  or
merger.  As of the date of this filing one of the loans have been  converted  to
Common stock.

     On November 5, 2001,  the president  converted his note into 600,000 shares
(60,000 shares post-reverse split) of the Company's common stock as full payment
for principal of $150,000 and accrued interest of $37,082.

     The  remaining  note holder,  as of December 31, 2001,  did not convert his
note.  Interest is accruing  on this note at a default  rate of 18%.  During May
2002,  this note was converted into 600,000  shares (60,000 shares  post-reverse
split) of common stock in full settlement of this obligation  including  accrued
interest in the amount of $50,790.


(c)  Office Space.

     As of  December  31,  2001,  the Company  neither  owns nor leases any real
property.  As of December 31, 2001, Mr.  Randolph  provides  office space to the
Company at no cost to the  Company.  This office  space  consists of one room of
approximately  250 square feet in the home of Mr. Randolph,  located at 4502East
Karen Drive,  Phoenix,  Arizona  85032.  Effective June 6, 2002, the Company has
occupied a portion of the facilities leased by Centar Holding,  Inc., at 6245 N.
24th Parkway,  Suite 215,  Phoenix,  Arizona  85016,  and is accruing a pro-rata
share of the cost of such space as an expense of the Company.

     This office space is not suitable for the purposes of the Company (there is
adequate insurance coverage on the assets of the Company at this location).  The
Company is currently  seeking other office space in the greater  Phoenix Arizona
area. See "Item 2. Properties."





                                       13
<PAGE>

                                    PART IV.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  Index to Financial Statements and Schedules

                                                                         PAGE

Independent Auditors' Report                                              F-2

Balance Sheets                                                            F-3

Statements of Operations                                                  F-4

Statement of Stockholders' Deficiency                                 F-5 - F-6

Statements of Cash Flows                                              F-7 - F-8

Notes to Financial Statements                                         F-9 - F-17


(b) Reports on Form 8-K.

     There  were no reports  on Form 8-K filed  during  the last  quarter of the
fiscal year covered by this report.

(c)  Exhibits included or incorporated by reference herein

Exhibit
  No.                              Description
-------                            -----------
3.1    Article of Incorporation of the Registrant  (incorporated by reference to
       Exhibit 3.1 of the Form 10-SB/A filed on December 8, 1999).

3.2    Certificate of Amendment of Articles of  Incorporation  (incorporated  by
       reference to Exhibit 3.2 of the Form 10-SB/A filed on December 8, 1999).

3.3    Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 of the
       Form 10-SB/A filed on December 8, 1999).

3.4    Certificate of Amendment of Articles of Incorporation dated June 11, 2002
       (attached hereto as an Exhibit).

10.1   Agreement to Provide  Services for  Certification  between the Registrant
       and LPC of New York,  Inc.,  dated  September 28, 1999  (incorporated  by
       reference to Exhibit 10.1 of the Form 10-SB/A filed on December 8, 1999).

10.2   Promissory Note made by Registrant in favor of Brad Randolph,  dated June
       11, 1999  (incorporated  by reference to Exhibit 10.2 of the Form 10-SB/A
       filed on December 8, 1999).

10.3   Promissory  Note made by Registrant in favor of Anoop  Pittalwala,  dated
       June 11, 1999  (incorporated  by  reference  to Exhibit  10.3 of the Form
       10-SB/A filed on December 8, 1999).

99.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                       14
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           ELUTION TECHNOLOGIES, INC.
                                           (Formerly Nostalgia Motorcars, Inc.)


Dated: September 3, 2002                   By: /s/ Thomas Kreitzer
                                             ---------------------
                                             Thomas Kreitzer
                                             Interim Chief Executive Officer,
                                             Principal Accounting Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated:


      Signature                       Title                      Date
      ---------                       -----                      ----
/s/ Thomas Kreitzer      Interim Chief Executive Officer,   September 3, 2002
-------------------      Principal Accounting Officer,
Thomas Kreitzer          Director

/s/ David Kreitzer       Interim President and Chief        September 3, 2002
------------------       Operating Officer, Director
David Kreitzer

/s/ Tinku Acharya        Chairman and Chief Technical       September 3, 2002
-----------------        Officer
Tinku Acharya








                                       15


<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



                                      INDEX



                                                                         PAGE

INDEPENDENT AUDITORS' REPORT                                              F-2

BALANCE SHEETS                                                            F-3

STATEMENTS OF OPERATIONS                                                  F-4

STATEMENT OF STOCKHOLDERS' DEFICIENCY                                 F-5 - F-6

STATEMENTS OF CASH FLOWS                                              F-7 - F-8

NOTES TO FINANCIAL STATEMENTS                                         F-9 - F-17
























                                     - F-1 -


<PAGE>




                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF
 NOSTALGIA MOTORCARS, INC.

We have audited the accompanying balance sheets of Nostalgia Motor Cars, Inc.
(formerly Amexan, Inc.) (a Development Stage Company) as of December 31, 2001
and 2000, and the related statements of operations, stockholders' deficiency and
cash flows for the years then ended, and for the period from November 23, 1993
(inception) to December 31, 2001. These financials statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nostalgia Motor Cars, Inc. as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for the years then ended, and for the period from November 23, 1993
(inception) to December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
accompanying financial statements, the Company has no established source of
revenue, a working capital deficit and has incurred operating losses since
inception. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
discussed in Note 1. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



                                     MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
                                     Certified Public Accountants

Los Angeles, California
August 8, 2002


                                     - F-2 -


<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                                 December 31,
                                                          ---------------------
                                                              2001        2000
                                                          ---------   ---------
          ASSETS
Current assets
     Cash and cash equivalents                            $    --     $     206
     Prepaid expenses                                        13,333        --

Property and equipment, net of depreciation
 of $9,095 and $6,192, respectively                           5,423       8,326
                                                          ---------   ---------

      TOTAL ASSETS                                        $  18,756   $   8,532
                                                          =========   =========

       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
     Accounts payable and accrued expenses                $  23,736   $  11,250
     Accrued interest                                        65,579      51,888
     Due to related party                                      --        38,900
     Convertible notes payable                              130,000     100,000
     Convertible notes payable to related party             150,000     300,000
                                                          ---------   ---------
      Total liabilities                                     369,315     502,038
                                                          ---------   ---------

Commitments and contingencies                                  --          --

Stockholders' deficiency
     Common stock, $.001 par value; 50,000,000
       shares authorized; 692,500 and 580,000
       shares issued and outstanding                            693       5,800
     Additional paid-in capital                             597,654     328,700
     Deficiency accumulated during the development stage   (948,906)   (828,006)
                                                          ---------   ---------
      Total stockholders' deficiency                       (350,559)   (493,506)
                                                          ---------   ---------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY      $  18,756   $   8,532
                                                          =========   =========




The accompanying notes are an integral part of the financial statements.

                                     - F-3 -

<PAGE>

<TABLE>
<CAPTION>
                                 NOSTALGIA MOTORCARS, INC.
                               (A Development Stage Company)
                                 STATEMENTS OF OPERATIONS


                                                                                      Cumulative from
                                                                                        November 23,
                                                                                      1993 (inception)
                                                             For the Years Ended             to
                                                                  December 31,          December 31,
                                                            2001          2000              2001
                                                       ------------    -----------    --------------
<S>                                                    <C>             <C>            <C>
Revenue                                                $          -    $         -    $            -

Expenses
    General and administrative                               67,224        350,708           775,521
     Depreciation                                             2,903          4,502             9,290
     Research and development                                     -          4,514            61,434
                                                       ------------    -----------    --------------

     Total Expenses                                          70,127        359,724           846,245
                                                       ------------    -----------    --------------

Loss from operations                                       ( 70,127)      (359,724)         (846,245)
                                                       ------------    -----------    --------------

Interest expense                                           ( 50,773)      ( 38,490)         (102,661)
                                                       ------------    -----------    --------------

Loss before provision for income taxes                     (120,900)      (398,214)         (948,906)

Provision for income taxes                                        -              -                 -
                                                       ------------    -----------    --------------

Net loss                                               $   (120,900)   $  (398,214)   $     (948,906)
                                                       ============    ===========    ==============

Net loss per common share
    Basic  and diluted                                 $   (   0.20)   $  (   0.71)   $     (   1.82)
                                                       ============    ===========    ==============

Weighted average number of common shares outstanding        598,356        563,333           522,018
                                                       ============    ===========    ==============
</TABLE>




The accompanying notes are an integral part of the financial statements.

                                     - F-4 -
<PAGE>
<TABLE>
<CAPTION>
                                                  NOSTALGIA MOTORCARS, INC.
                                                (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                                                                         Deficiency
                                                                                        Accumulated
                                                      Common Stock        Additional     During the
                                               ------------------------     Paid-in     Development
                                               Shares         Amount        Capital        Stage              Total
                                              ---------     ---------     ----------    ------------     -------------
 <S>                                          <C>           <C>           <C>           <C>              <C>
 Balance at November 23, 1993 (Inception)             -     $       -     $        -    $          -     $        -

 Issuance of shares for cash on
   November 30, 1993, at par                  5,000,000         5,000              -               -            5,000
 Net loss                                             -             -              -       (   4,808)        (   4,808)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1993                 5,000,000         5,000                      (   4,808)              192

 Net loss                                             -             -              -       (     124)        (     124)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1994                 5,000,000         5,000              -       (  4,932)                68

 Net loss                                             -             -              -       (     39)         (      39)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1995                 5,000,000         5,000              -       (  4,971)                29

 Net loss                                             -             -              -       (    439)         (     439)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1996                 5,000,000         5,000              -       (  5,410)         (     410)

 Net loss                                             -             -              -       (     39)         (      39)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1997                 5,000,000         5,000              -       (   5,449)        (     449)

 Net loss                                             -             -              -       (  1,496)         (   1,496)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1998                 5,000,000         5,000              -       (  6,945)         (   1,945)

 Common stock issued for services rendered      300,000           300        121,700               -           122,000
 Capital contribution                                 -             -          1,500               -             1,500
 Net loss                                             -             -              -       ( 422,847)        ( 422,847)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 1999                 5,300,000         5,300        123,200       ( 429,792)        ( 301,292)

 Common stock issued for services rendered      500,000           500        202,500               -           203,000
 Capital contribution                                 -             -          3,000               -             3,000
 Net loss                                             -             -              -       ( 398,214)        ( 398,214)
                                              ---------     ---------     ----------    ------------     -------------
 Balance at December 31, 2000                 5,800,000     $   5,800     $  328,700    $  ( 828,006)    $   ( 493,506)
</TABLE>

(continued on following page)

The accompanying notes are an integral part of the financial statements.

                                     - F-5 -

<PAGE>
<TABLE>
<CAPTION>
                                                  NOSTALGIA MOTORCARS, INC.
                                                (A Development Stage Company)
                                            STATEMENT OF STOCKHOLDERS' DEFICIENCY, Continued


                                                                                         Deficiency
                                                                                        Accumulated
                                                      Common Stock        Additional     During the
                                               ------------------------     Paid-in     Development
                                               Shares         Amount        Capital        Stage              Total
                                              ---------     ---------     ----------    ------------     -------------
 <S>                                          <C>           <C>           <C>           <C>              <C>
Balance at December 31, 2000                  5,800,000     $   5,800     $  328,700    $  ( 828,006)    $   ( 493,506)

Capital stock issued for services rendered      525,000           525         51,975               -            52,500
Capital contributions                                 -                       24,265               -            24,265
Common stock issued as payment for convertible
 note payable and accrued interest to
 related party                                  600,000           600        186,482               -           187,082
Adjustment for 1:10 reverse split            (6,232,500)       (6,232)         6,232               -                 -
Net loss                                              -             -              -        (120,900)         (120,900)
                                              ---------     ---------     ----------    ------------     -------------
Balance at December 31, 2001                    692,500     $     693     $  597,654    $   (948,906)    $    (350,559)
                                              =========     =========     ==========    ============     =============
</TABLE>













The accompanying notes are an integral part of the financial statements.

                                     - F-6 -

<PAGE>
<TABLE>
<CAPTION>
                                 NOSTALGIA MOTORCARS, INC.
                               (A Development Stage Company)
                                 STATEMENT OF CASH FLOWS

                                                                                      Cumulative from
                                                                                        November 23,
                                                             For the Years Ended      1993 (inception)
                                                                  December 31,        to December 31,
                                                            2001          2000              2001
                                                       ------------    -----------    --------------
<S>                                                    <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            $   (120,900)   $  (398,214)   $     (948,906)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                           2,903          4,502            16,235
      Rent expense                                                -          3,000             4,500
      Write off of intangible assets                              -          4,514            61,434
      Stock issued for services rendered                     52,500        203,000           377,500
      Stock issued for interest due to related party         37,082              -            37,082
      Increase in prepaid expenses                          (13,333)             -          ( 13,333)
      Increase (decrease) in accounts payable                12,486       ( 11,500)           24,191
      Increase in accrued interest                           13,691         38,490            65,579
      Increase (decrease) in due to related party           (14,635)        24,705            21,865
                                                       ------------    -----------    --------------
Net cash used in operating activities                       (30,206)      (131,503)         (353,853)
                                                       ------------    -----------    --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Organizational costs                                           -              -          (    195)
   Deposits                                                       -          7,426          ( 40,000)
   Research and development                                       -              -          ( 16,920)
   Purchase of property and equipment                             -       (  1,671)         ( 19,032)
                                                       ------------    -----------    --------------
Net cash provided by (used in) investing activities               -          5,755         (  76,147)
                                                       ------------    -----------    --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of convertible debentures                        30,000        100,000           130,000
   Issuance of convertible notes to related parties               -              -           300,000
                                                       ------------    -----------    --------------
Net cash provided by financing activities                    30,000        100,000           430,000
                                                       ------------    -----------    --------------

NET DECREASE IN CASH  AND CASH EQUIVALENTS                  (   206)      ( 25,748)                -

CASH AND CASH EQUIVALENTS - BEGINNING                           206         25,954                 -
                                                       ------------    -----------    --------------
CASH AND CASH EQUIVALENTS - ENDING                     $          -    $       206    $            -
                                                       ============    ===========    ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
   Interest expense                                    $          -    $         -    $            -
                                                       ============    ===========    ==============
   Income taxes                                        $          -    $         -    $            -
                                                       ============    ===========    ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                     - F-7 -
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                       STATEMENT OF CASH FLOWS (Continued)



SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:


During 2001, the Company:

o    Issued  52,500  shares of common  stock for  services  rendered  to various
     consultants and an attorney at a total value of $52,500.

o    Issued  60,000  shares of common  stock as payment for a  convertible  note
     payable and accrued interest to a related party totaling $187,082.

o    Received a waiver of accrued  compensation  from a related  party  totaling
     $24,265.

During 2000, the Company:

o    Issued  50,000  shares of common stock for services  rendered at a value of
     $203,000.

o    Received office space provided by a shareholder at a value of $3,000.




















The accompanying notes are an integral part of the financial statements.

                                     - F-8-

<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Nature of Operations
          --------------------
          Nostalgia Motor Cars, Inc. (the "Company"),  a Nevada corporation,  is
          currently  a  development   stage  company  under  the  provisions  of
          Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  7. The
          Company was originally organized on November 23, 1993 as Amexan, Inc.;
          the name was  changed to  Nostalgia  Motorcars,  Inc. on June 1, 1998.
          Prior to the name change,  Amexan,  Inc. was an inactive  company from
          the date of  incorporation.  On June 11, 2002, the Company changed its
          name to Elution Technologies, Inc.

          The  Company  is   conducting   merger   negotiations   with   Elution
          Technologies,  Inc.,  a private  Arizona  company.  This  company is a
          fabless   semiconductor   company   providing  VLSI   technologies  in
          multimedia  processing  and  compression.   The  Company  will  design
          technologies  and  application-specific  integrated  circuit  ("ASIC")
          chipsets  that  accelerate  a device's  ability to process,  transmit,
          receive,  and  compress  and  decompress  very large  images and other
          multimedia data in real time with very low power requirements.

          In addition to developing chipsets,  the Company will also establish a
          consulting   practice  that  will  facilitate  the   incorporation  of
          Elution's    intellectual   property   and   algorithms   into   other
          semiconductor producer's chipsets.

          Basis of Presentation
          ---------------------
          The accompanying financial statements have been prepared in conformity
          with accounting  principles generally accepted in the United States of
          America,  which  contemplate  continuation  of the  Company as a going
          concern. However, the Company has no established source of revenue has
          negative  working  capital of $356,000 and has  accumulated  losses of
          $948,000.  These factors raise  substantial  doubt about the Company's
          ability  to  continue  as a  going  concern.  Without  realization  of
          additional  capital,  it would be unlikely for the Company to continue
          as a going  concern.  These  financial  statement  do not  include any
          adjustments  relating  to the  recoverability  and  classification  of
          recorded asset amounts,  or amounts and  classification of liabilities
          that might result from this uncertainty.



                                     - F-9 -


<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Use of Estimates
          ----------------
          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date  of the  financial  statements  and the
          reported amounts of revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

          Cash and Cash Equivalents
          -------------------------
          The Company  considers all highly liquid  investments  purchased  with
          original maturities of three months or less to be cash equivalents.

          Concentration of Credit Risk
          ----------------------------
          The Company  places its cash in what it  believes to be  credit-worthy
          financial institutions. However, cash balances may exceed FDIC insured
          levels at various times during the year.

          Fair Value of Financial Instruments
          -----------------------------------
          SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
          requires all entities to disclose the fair value of certain  financial
          instruments in their financial statements. The fair value of financial
          instruments  was  estimated   based  on  the  following   methods  and
          assumptions:

          a.   Cash and cash  equivalents,  deposits,  and accounts  payable are
               recorded at carrying amounts which  approximate fair value due to
               the short maturity of these instruments.

          b.   The carrying value of convertible debt approximates fair value as
               the related  interest  rate is variable and  approximates  market
               rates.

          Property and Equipment
          ----------------------
          Property  and  equipment  are  recorded  at cost,  net of  accumulated
          depreciation.  Depreciation is computed using the straight-line method
          based upon the estimated useful lives,  generally five to seven years,
          of the various classes of assets.  Maintenance and repairs are charged
          to expense as incurred.


                                     - F-10 -

<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Income Taxes
          ------------
          Income taxes are provided for based on the asset and liability  method
          of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes."
          Deferred  income  taxes,  if any,  are  recorded  to  reflect  the tax
          consequences  on future years of differences  between the tax bases of
          assets and liabilities and their financial  reporting  amounts at each
          year-end.

          Stock-Based Compensation
          ------------------------
          SFAS No. 123, "Accounting for Stock-Based  Compensation,"  establishes
          accounting  policies  for  stock  and  stock-based  awards  issued  to
          employees and  non-employees for services rendered and goods received.
          The  Company  records  transactions  in which  services  or goods  are
          rendered or received  from  non-employees  for the  issuance of equity
          securities  based on the fair value of the Company's stock at the date
          the services are rendered or goods received.

          Loss Per Share
          --------------
          SFAS No. 128,  "Earnings Per Share,"  requires  presentation  of basic
          earnings/loss  per  share  ("Basic  EPS" or "Basic  LPS") and  diluted
          earnings/loss per share ("Diluted EPS" or "Diluted LPS").

          The  computation  of basic  earnings/loss  per  share is  computed  by
          dividing income/loss  available to common stockholders by the weighted
          average number of outstanding common shares during the period. Diluted
          earnings/loss per share gives effect to all dilutive  potential common
          shares  outstanding  during the  period.  The  computation  of diluted
          EPS/LPS does not assume conversion  exercise or contingent exercise of
          securities that would have an antidilutive effect on earnings/loss.

          As of December 31, 2001,  the Company had no  convertible  potentially
          dilutive securities outstanding.

          Comprehensive Income
          --------------------
          In June 1998, the Financial Accounting Standards Board ("FASB") issued
          SFAS No. 130,  "Reporting  Comprehensive  Income,"  which  establishes
          standards for the reporting  and display of  comprehensive  income and
          its  components in the financial  statements.  As of December 31, 2001
          and 2000,  and for the period from  November 23, 1993  (inception)  to
          December   31,  2001,   the  Company  had  no  items  that   represent
          comprehensive  income and,  therefore,  has not included a schedule of
          Comprehensive Income in the accompanying financial statements.


                                    - F-11 -
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 2 -  PREPAID EXPENSES

          Prepaid  expenses  represents  the  unearned  portion of a  consulting
          agreement for legal services.


NOTE 3 -  RELATED PARTY TRANSACTIONS

          The Company had the following related party transactions for the years
          ended December 31, 2001 and 2000:

          Office Expense
          --------------
          A stockholder  provided office space valued at $250 per month, for the
          year  ending  December  31,  2000.  The  value of this  office  space,
          totaling  $3,000,  has been recorded in the  statements of operations,
          with a corresponding contribution to capital, as of December 31, 2000.
          There was no similar expense during the year ended December 31, 2001.

          Due to Related Party
          --------------------
          The Company has accrued  amounts  due to its  president  for  services
          rendered and expenses  paid by the  president on behalf of the Company
          of $38,900 at December  31, 2000.  During the year ended  December 31,
          2001,  the  president  was paid  $14,635  and waived  the  outstanding
          balance, resulting in a contribution to capital of $24,265.

          Convertible Notes Payable Due to Related Party
          ----------------------------------------------
          In 1999, the Company issued two convertible notes totaling $300,000 to
          the president and vice-president of the Company.  The notes matured in
          June 2001 and bear interest at the prime rate, adjusted quarterly. The
          note holders may, at their discretion,  convert all or any outstanding
          portion of the balance due into shares of common stock of the Company,
          calculated  as the  outstanding  balance  to be  converted  divided by
          $0.25.

          On  November 5, 2001,  the  president  converted  his note into 60,000
          shares of the Company's  common stock as full payment for principal of
          $150,000 and accrued interest of $37,082.

          The remaining noteholder, as of December 31, 2001, did not convert his
          note.  Interest  is  accruing  on this note at a default  rate of 18%.
          During May 2002,  this note was converted into 60,000 shares of common
          stock in full settlement of this obligation.

                                    - F-12 -
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 4 -  PROPERTY AND EQUIPMENT

          Property and equipment, at cost, consisted of the following:

                                                           December 31,
                                                  -----------------------------
                                                      2001             2000
                                                  ------------     ------------
            Computer Equipment                    $     10,132    $     10,132
            Automobile                                   4,386           4,386
                                                  ------------     ------------
            Total                                       14,518          14,518
               Less:  Accumulated Depreciation          (9,095)         (6,192)
                                                  ------------     ------------

            Net Property and Equipment            $      5,423      $    8,326
                                                  ============      ===========

          For the years ended December 31, 2001 and 2000,  depreciation  expense
          was $2,903 and $4,502, respectively.

NOTE 5 -  CONVERTIBLE NOTES PAYABLE

          During the year ended  December  31,  2000,  the  Company  issued five
          convertible notes payable,  totaling $100,000,  which matured in March
          2001.  These notes bear interest at the rate of 12.5% per annum.  Each
          note is subject to automatic  conversion  at the maturity  date. As of
          August 2002, the notes have not yet been converted and are in default.

          During  the year ended  December  31,  2001,  the  Company  issued two
          convertible notes payable,  totaling $30,000,  which mature in October
          2002. These notes bear interest at 12.5% per annum.

NOTE 6 -  STOCKHOLDERS' DEFICIENCY

          Common stock
          ------------
          The  aggregate  number of shares of common  stock that the Company has
          authority to issue is 50,000,000  shares at a par value of $0.001.  As
          of  December  31, 2001 and 2000,  692,500 and 580,000  were issued and
          outstanding,  respectively. On June 11, 2002, the Company effected a 1
          for 10 reverse  split and also  increased the  authorized  shares from
          50,000,000  shares to  100,000,000  shares.  All  shares and per share
          amounts have been retroactively  restated to reflect this 1:10 reverse
          split.

                                    - F-13 -
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 6 -  STOCKHOLDERS' DEFICIENCY (Continued)

          Common stock issued for services
          --------------------------------
          During April 2000,  the Company  issued  50,000 shares of common stock
          for services valued at $203,000.

          During  October 2001, the Company issued 52,500 shares of common stock
          for services valued at $52,500.

          Common stock issued for convertible note payable
          ------------------------------------------------
          During November 2001, the Company issued 60,000 shares of common stock
          as full  payment of a $150,000  note  payable and accrued  interest of
          $37,082.

          Contributed capital
          -------------------
          During  2000,  a  related  party  provided   office  space  valued  at
          approximately $3,000, which is recorded as contributed capital.

          Employee stock incentive plan
          -----------------------------
          On October 23, 2001,  the Company  registered  with the Securities and
          Exchange  Commission  1,000,000  common  shares for an employee  stock
          incentive  plan at a  proposed  maximum  offering  price of $1.00  per
          share.  The  plan  is  applicable  to  current  employees,   officers,
          non-employee directors and consultants.

          The plan is administered by a compensation  committee appointed by the
          Board of  Directors  who shall have the right to grant awards or stock
          options.

          As of  December  31,  2001,  27,500  shares of common  stock have been
          issued at $0.10 per share under this plan leaving a balance of 972,500
          shares of common stock available under the plan.

          As of December 31, 2001,  no stock options have been issued under this
          plan.


                                    - F-14 -

<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 7 -  INCOME TAXES

          The components of the provision for income taxes are as follows:

                                                                 For the Period
                                                                  from November
                                            For the Years Ended      23, 1993
                                              December 31,       (Inception) to
                                         ----------------------    December 31,
                                            2001         2000         2001
                                         ----------    --------  --------------
         Current Tax Expense
             U.S. Federal                $       -     $      -    $        -
             State and Local                     -            -             -
                                         ----------    --------  --------------
         Total Current                           -            -             -
                                         ----------    --------  --------------

         Deferred Tax Expense
             U.S. Federal                        -            -             -
             State and Local                     -            -             -
                                         ----------    --------  --------------
         Total Deferred                          -            -             -
                                         ----------    --------  --------------

         Total Tax Provision (Benefit)
          from Operations                $      -      $      -    $        -
                                         ==========    ========   =============


          The  reconciliation  of the  effective  income tax rate to the Federal
          statutory rate is as follows:

             Federal Income Tax Rate                              (   34.0)%
             Deferred Tax Charge (Credit)                              -
             Effect on Valuation Allowance                            34.0%
             State Income Tax, Net of Federal Benefit                   -
                                                                 ----------
             Effective Income Tax Rate                                 0.0%
                                                                 ==========






                                    - F-15 -


<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 7 -  INCOME TAXES (Continued)

          As of  December  31, 2001 and 2000,  the Company had net  carryforward
          losses of approximately $827,000 and $706,000,  respectively.  Because
          of the  current  uncertainty  of  realizing  the  benefit  of the  tax
          carryforward,  a  valuation  allowance  equal to the tax  benefit  for
          deferred taxes has been  established.  The full realization of the tax
          benefit  associated with the carryforward  depends  predominantly upon
          the  Company's   ability  to  generate   taxable   income  during  the
          carryforward  period. Net operating loss carryforwards  expire through
          2021.

          Deferred  tax assets  and  liabilities  reflect  the net tax effect of
          temporary  differences  between  the  carrying  amount of  assets  and
          liabilities  for  financial  reporting  purpose and  amounts  used for
          income tax purposes.  Significant components of the Company's deferred
          tax assets and liabilities approximate as follows:

                                                             December 31,
                                                    -------------------------
                                                       2001           2000
                                                    ----------    -----------
            Deferred Tax Assets
            Loss Carryforwards                      $  281,000     $  240,000
            Less:  Valuation Allowance                (281,000)      (240,000)
                                                    ----------     -----------
            Net Deferred Tax Assets                 $        -     $        -
                                                    ===========    ===========


NOTE 8 -  SUBSEQUENT EVENTS

          The  Company  is   conducting   merger   negotiations   with   Elution
          Technologies, Inc., a private Arizona company (see Note 1).

          On  June  11,   2002,   the  Company   changed  its  name  to  Elution
          Technologies, Inc.

          On June 11, 2002, the Company  effected a 10 to 1 reverse split of its
          common stock, and also increased the number of authorized common stock
          from 50,000,000 shares to 100,000,000 shares (see Note 6).

          On March 6, 2002,  the Company issued 2,000 common shares for services
          rendered valued at $2,000.

          On May 7, 2002,  the Company issued 60,000 common shares in payment of
          a convertible note payable totaling $150,000, plus accrued interest of
          $41,282 at December 31, 2001, to a related party.

                                    - F-16 -
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 8 -  SUBSEQUENT EVENTS (Continued)

          On May 9, 2002,  the Company  issued  10,000  common  shares for legal
          services rendered valued at $10,000.

          On June  12,  2002,  the  Company  issued  10,000  common  shares  for
          consulting services rendered valued at $10,000.

          On  July  1,  2002,  the  Company  issued  25,500  common  shares  for
          consulting services rendered valued at $23,278.

          On July 5, 2002,  the Company  issued  170,000  Section 144 restricted
          common  shares to a related  party at par value to an individual as an
          incentive to join the Company.

          On July 5, 2002,  the Company also sold 11,111  Section 144 restricted
          common shares for $10,000.

          In addition,  on July 5, 2002,  the Company  issued 5,000  Section 144
          common  shares  at a value of $5,000  for  public  relations  services
          rendered.

          On July 18,  2002,  the Company  issued 5,000  Section 144  restricted
          common  shares at a value of $5,000  for  investor  relation  services
          rendered.

          During  August 2002,  to the date of this report,  the Company  issued
          16,000 Section 144 restricted common shares for $16,000.














                                    - F-17 -


<PAGE>


                                  EXHIBIT INDEX

Exhibit
  No.                              Description
-------                            -----------
3.1    Article of Incorporation of the Registrant  (incorporated by reference to
       Exhibit 3.1 of the Form 10-SB/A filed on December 8, 1999).

3.2    Certificate of Amendment of Articles of  Incorporation  (incorporated  by
       reference to Exhibit 3.2 of the Form 10-SB/A filed on December 8, 1999).

3.3    Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 of the
       Form 10-SB/A filed on December 8, 1999).

3.4    Certificate of Amendment of Articles of Incorporation dated June 11, 2002
       (attached hereto as an Exhibit).

10.1   Agreement to Provide  Services for  Certification  between the Registrant
       and LPC of New York,  Inc.,  dated  September 28, 1999  (incorporated  by
       reference to Exhibit 10.1 of the Form 10-SB/A filed on December 8, 1999).

10.2   Promissory Note made by Registrant in favor of Brad Randolph,  dated June
       11, 1999  (incorporated  by reference to Exhibit 10.2 of the Form 10-SB/A
       filed on December 8, 1999).

10.3   Promissory  Note made by Registrant in favor of Anoop  Pittalwala,  dated
       June 11, 1999  (incorporated  by  reference  to Exhibit  10.3 of the Form
       10-SB/A filed on December 8, 1999).

99.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.