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

                                AMENDMENT NO. 1

                                       TO

                                   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, 2000

                                       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

                            NOSTALGIA MOTORCARS, INC.
             (Exact name of registrant as specified in its charter)

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



                  4502 East Karen Drive, Phoenix, Arizona 85032
                 --------------------------------------- ------
               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number: (602) 404-3557

        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, 2000.
The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  as of March 31, 2001:  Common  Stock,  par value $0.001 per share --
$365,000.  As of March 31, 2001, the  Registrant had 5,800,000  shares of common
stock issued and outstanding.

<PAGE>


                                TABLE OF CONTENTS

 PART I                                                                  PAGE

      ITEM 1.  BUSINESS....................................................2

      ITEM 2.  PROPERTIES..................................................4

      ITEM 3.  LEGAL PROCEEDINGS...........................................5

      ITEM 4.  SUBMISSION TO MATTERS TO VOTE
               OF SECURITY HOLDERS.........................................5

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

      ITEM 6.   PLAN OF OPERATION..........................................7

      ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............... 9

      ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE.................... 9

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

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

      ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT.....................................12

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

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

 SIGNATURES...............................................................14


                                       1
<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.  The business office of
the Company is located at 4502 East Karen Drive,  Phoenix,  Arizona  85032.  The
Company's fiscal year ends on December 31.  Currently,  the Company has one part
time employee (in sales and in accounting), but anticipates adding two full time
and one part time  additional  employees  in the near future for  administrative
support.

B.       Business of the Registrant.

         The  Company  intends to sell up to 10,000 new "old  style"  Volkswagen
Beetles in the United States,  Canada, and certain other countries  beginning in
the first quarter of 2002. The vehicles that the Company  intends to sell differ
significantly from Volkswagens "new style" bug introduced in 1998. The Company's
vehicles are based on the rear engine, air cooled, "old style" bugs last sold in
the  United  States  in 1979.  These new "old  style"  bugs,  although  basic in
operation and styling,  remain faithful to the  personality,  charm and friendly
quirks of the bug best known by America.

         With over 22  million  cars sold  worldwide  over the  years,  the "old
style"  bug is  generally  acknowledged  to be the most  successful  car line in
automotive history.  Unfortunately, a new "old style" bug has not been available
in the U.S. market for 20 years,  leaving an  unprecedented  number of loyal and
sometimes fanatical admirers to contend with owning old, reconditioned cars.

        The "old style" bugs' incredible success,  combined with an undying used
market,  steady parts sales and significant Internet interest,  leads management
of the Company to believe  that a viable  market  exists for the new "old style"
bugs in the U.S. Research by management  supports the premise that the old style
bug is one of the most  recognized  production  automobiles  and its  legend  is
continually supported by clubs, trade organizations,  and magazines with a large
following.  Twenty  years after the last bug was sold in the U.S.,  loyal owners
continue  to  support  the  re-sale  values of the old style bug.  According  to
Hemmings  Motor News and other industry  publications,  prices of used old style
bugs in good condition can command over 4 times the original sales price.


                                       2
<PAGE>

         The  market  for old style bugs goes far beyond the new beetle in terms
of competition. Although some of the Company's potential customers will be those
who choose the old style bug over the new style bug, the Company will most often
find  itself  competing  with a wide  range of cars and in an area of the market
that demands a higher degree vehicle personality as well as sound structural and
performance characteristics. Both new and old style beetles share the same basic
design.  Subtle  changes  to the new  bug  offer a  slightly  more  contemporary
appearance. The new beetle is a liquid cooled front engine and front wheel drive
automobile  providing 115 horse power whereas the old style bug is an air cooled
rear engine rear wheel  drive  automobile  delivering  60  horsepower.  Although
basically the same,  new  production  technologies  developed  over the past two
decades  have made the old style bug a better  car.  The fit and finish of a new
old style bug manufactured  today is, in the opinion of management,  superior to
the same car manufactured 25 years ago. Therefore, a customer who prefers to the
styling of the older style bug, while  obtaining the benefits of a modern,  well
constructed automobile, will be inclined to choose the new "old style" bug.

         Although  the new "old  style"  bug will  have  obvious  and  intrinsic
similarities to its predecessor,  significant  competition will most likely come
from vehicles in a similar price range.  As stated above,  some of the Company's
customers may choose the old style bug over the new style,  however, the Company
will most often find that its competitive  environment  will exist within a wide
range of vehicles and not specifically  the new style beetle.  The marketing and
promotion behind the new bug continues to reinforce the simple fact that the new
exists because of the success of the old.

         The "old style" bug has  remained in full  production  at  Volkswagen's
state  of the art  automotive  plant in  Pueblo,  Mexico,  and  over  the  years
Volkswagen has refined the car,  producing a first class fit, finish and overall
quality  never  before  offered  in a Bug.  New  upgrades  such  as  Bosch  fuel
injection,  front  disc  brakes,  three way  catalytic  converter,  and a remote
security  system  have  been  added to  ensure  it keeps  pace with the needs of
today's consumer. Despite this, however, the "old style" bug remains unavailable
for sale in the  U.S.,  because  it does not meet  current  U.S.  Department  of
Transportation  ("DOT"),  U.S.  Environmental   Protection  Agency  ("EPA")  and
California Air Resources Board ("CARB") standards.

         Fortunately,  current Federal laws permit the  importation,  conversion
and sale of virtually  any  automobile,  provided  that the  finished  cars meet
strict DOT and EPA standards and proper licensing is secured.  Accordingly,  the
Company intends to purchase new Bugs directly from the Pueblo, Mexico VW factory
(or from  several of the over 200 dealers in Mexico) and modify each car so that
it fully  complies with U.S.  safety and emission  standards,  making them fully
legal for sale in the U.S.

         There  are  several  ways  for the  Company  to  obtain  the  necessary
regulatory clearances for new Bug certification; however, the Company has chosen
to pursue what it believes to be the most respected and credible license,  known
as a "small volume  manufacturer"  ("SVM") license, If granted by the EPA, a SVM
license  would  permit the  Company to modify and sell in the U.S.  up to 10,000
cars per, year.

                                       3
<PAGE>

         The Company expects to sell the cars through direct sales to automotive
dealers,  national wholesale car auctions and through the Internet (on a site to
be developed).  Current management of the Company will be initially  responsible
for securing such sales.  The Company  expects to secure  letters of credit from
contracted buyers, and proposes to borrow sufficient capital through a revolving
credit facility to finance the purchase,  modification and transportation of the
cars on order. The Company has not as yet secured such a credit facility.

To the  Company's  knowledge,  there are  currently  no other  manufacturers  or
suppliers  of new  "old  style"  bugs in the  U.S.;  however,  there  is  direct
competition by Volkswagen  who sell a "new style" bug, and indirect  competition
by numerous other "economical" cars offered by established manufactures.

         The Company  proposes to offer "old style" bugs with a 2 year  limited,
bumper to bumper warranty,  which will be self administered by the Company (made
possible  by the well  documented  and proven  reliability  of the car over many
years).

The Company  expects that the Bugs will retail for  approximately  $13,000.  The
purchase  cost of each car from sources in Mexico (as  discussed  below) will be
approximately  $6,500. The cost of converting each vehicle,  as set forth in the
contract  with LPC of New York,  Inc.,  will not  exceed  $1,600 per car for the
following structural  modifications and the emissions modifications necessary to
meet all regulatory requirements (including the cost of all parts):

      (a)      Bumper modifications
      (b)      O.B. II Computer System
      (c)      Emission Vapor Canister
      (d)      Required temperature and pressure sensors
      (e)      Modified speedometer
      (f)      Warning lights and buzzers for seat belts, parking brakes, etc.
      (g)      Proper labeling
      (h)      Door beams
      (i)      Dual air bags

Other approximate costs will be $500 for shipping,  $700 for insurance reserves,
and $700 for  accessories.  This will  leave a profit  margin  of  approximately
$3,000 per vehicle.

ITEM 2.  PROPERTIES.

         The Company  currently  owns  approximately  $25,000 in general  office
equipment and furniture.

         The Company neither owns nor leases any real or personal property.  Mr.
Randolph provides office space to the Company for $250.00 per month. 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.

                                       4
<PAGE>

         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
and, to the best of its  knowledge,  no such action by or against the Registrant
has been threatened.


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

         Not Applicable.


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.  The range of closing  prices shown below is reported  while
trading on the Bulletin Board and the Pink Sheets.  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, 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>

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ended December 31, 1999
--------------------------------------------
                                                          High       Low
                                                          ----       ----
Quarter Ended December 31, 1999                                      0.20
Quarter Ended September 30, 1999                          0.69       0.17
Quarter Ended June 30, 1999                               0.56       0.09
Quarter Ended March 31, 1999                              1.25       0.12


(b)  Holders of Common Equity.

         As of March  31,  2001,  there  were 33  shareholders  of record of the
Registrant's common stock.

(c)  Dividends.

         The Registrant has not declared or paid a cash dividend to stockholders
since it became a "C" corporation.  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.  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.


                                       6
<PAGE>

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)  Twelve Month Plan of Operation.

         The Company  continues  to expect to sell its cars  through  automobile
wholesalers,  new car dealers, and the Internet. The Company has not yet secured
any sales or contracted specific distributors.

         The Company has undertaken the necessary  steps to begin the process of
securing  such  a SVM  license  and  has  contracted  a very  reputable  vehicle
certification  laboratory,  LPC of New York, Inc.  ("LPC"),  of Ronkonkoma,  New
York.  LPC will conduct the necessary  testing and  assessments to determine the
exact  modifications  necessary  to ensure DOT and EPA  certification  and a SVM
license.  Upon completion of all necessary government licensing and the issuance
of a SVM license,  the Company would be in a position to legally import new bugs
from Mexico,  modify each car and retail them as new "classic  bugs" in the U.S.
marketplace.

         The LPC  contract,  which  guarantees  certification  and a SVM license
within 3 to 6 months,  will cost  approximately  $375,000,00.  LPC has indicated
that  although  original  crash tests on the VW Beetle are still  available  and
valid,  updated  crash tests might have to be  conducted,  which would entail an
additional  cost to the  Company  under that  contract  of up to  $175,000.  The
Company is seeking  new  invested  capital  from  various  sources  known to the
principals of the Company in order to complete the LPC contract and fund initial
operations of the Company.

         The  Company  has no direct  control  over the  testing  and  licensing
necessary to complete  the  certification  and is  dependent  on the  successful
completion of the testing and modifications. Once completed, LPC and the Company
will file the appropriate documentation with DOT, EPA, and CARB; the Company has
been advised that the final approval  process takes  approximately  one month to
complete (counted in the guaranteed timeframe quoted by LPC). Once all tests are
completed,  then it will be  determined  the  exact  modifications  that will be
needed for the Bugs to be purchased.

         The Company intends to purchase  vehicles  directly from the Volkswagen
manufacturing  plant in Pueblo,  Mexico and/or from several of the more than 200
dealers  throughout  Mexico ( there are  approximately  100,000 "old style" bugs
manufactured  and they are  primarily  sold in Mexico  per  year).  There are no
contracts in place with any supplier at this time. However,  from the production
at this plant,  as well as excess supply,  it is the opinion of management  that
there will be adequate supply of automobiles for purchase by the Company.  There
is no license or other agreement needed from Volkswagen in order for the Company
to buy and convert these  automobiles  for sale in the U.S. once the SVM license
is in place.

                                       7
<PAGE>

         Once the car is purchased from Volkwagen,  it will be converted to meet
DOT,  EPA,  and CARB  standards.  The  Company  intends to  subcontract  out all
modifications  and  certification  work to a qualified  third  party  conversion
facility.  There are several  such  facilities  available  and the company to be
contracted by the Company.  Although  there is no firm  agreement  with any such
firm,  the  Company  has  contacted  International  Auto  Processors,  based  in
Brunswick,  Georgia, about converting the Company purchased automobiles. This is
a large and credible company which has substantial  experience with large volume
conversion   facilities,   which  currently   converts   approximately   175,000
automobiles  per year for such  companies  BMW and  Ford  Motor  Company.  It is
anticipated  that a contract with this firm can be concluded  within thirty days
from the time  that the  Company  advised  this  firm  that cars are ready to be
shipped.

         Although the Company has no major customers,  it believes that will not
be dependent on such.  Sales are expected to be  geographically  widespread  and
with many small orders.

         Except  for  those  outlined  above,  the  Company  is not aware of any
government  regulations required or any probable governmental  regulation change
which would have an adverse effect on the company.

Forward Looking Statements.

         The foregoing Plan of Operation "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,  changes in the market price of ingredients  used in the Registrant's
products 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."

                                       8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

         Financial  statements  as of and for the year ended  December 31, 2000,
and for the year ended December 31, 1999 are presented in a separate  section of
this report following Part IV.


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

         The  accountant  for  the  Registrant  is now the  firm  of  Merdinger,
Fructer, Rosen & Corso, P.C., Certified Public Accountants,  888 Seventh Avenue,
New  York,  NY  10106.  The  change  was  caused  by the  death of the  previous
accountant  for  the  Registrant,  Mr.  Barry  L.  Freidman,   Certified  Public
Accountant.  There were no disagreements with Mr. Freidman 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.

         The names, ages, and respective positions of the directors and officers
of the Company are set forth below.  Mr. Brad  Randolph has held his  respective
positions  since May 20, 1999.  Mr.  George  Liapis was appointed an officer and
director  on  November  15,  2000 and  resigned  on July  25,  2001.  Mr.  Anoop
Pittalwalla  resigned as an officer and  director on August 15,  2001.  Mr. Brad
Randolph  will  serve  until  the  next  annual  meeting  of  the   Registrant's
stockholders  or until  his  successor  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.

Brad Randolph, President/Secretary/Director.

         Mr. Randolph, age 42, 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.

                                       9
<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.

Anoop Pittalwala, Vice President/Treasurer/Director

         Mr.  Pittalwala,  age 43,  earned his  Bachelor  of  Science  Degree in
Mechanical Engineering in 1981 from University of British Columbia. From 1997 to
May 1999, he served as President/Director  of Shatki Investments,  Inc., and the
same firm that employed Mr. Randolph. In this position, Mr. Pittalwala performed
executive level management and administration of diverse business,  trading, and
investment  activities.  He  was  involved  in  the  promotion,  marketing,  and
penetration of international markets through the trade of commodities,  consumer
products,   and  financial   instruments.   Mr.   Pittalwala  also  successfully
coordinated  the complete  start-up of this company and  negotiated  and secured
contracts with other international and domestic client base.

         For the period of 1985 to 1997, Mr. Pittalwala was employed as a Senior
Vice  President/Director  of Geepe  Holdings,  Inc./Pacific  Homes Inc.,  a firm
specializing in single and multi-family housing developments.  In this position,
he directed and  supervised  product  marketing,  financial  management  and new
product development  functions for the entire organization.  Mr. Pittalwala also
sourced and secured  financing,  maintained  financial  and  internal  controls,
managed  cash  flow and  collection  procedures,  and  supervised  the  complete
construction  of  all  projects  from  groundbreaking  to  completion.  He  also
successfully   developed  and  launched  effective   advertising  and  marketing
campaigns.

George Liapis Treasurer/Director

         Mr. Liapis,  age 53, is an expert in restaurant  management.  He  is  a
graduate  of  Memphis  State  University.  He has been an  owner of a number  of
restaurants  which he developed.  He is  knowledgeable in small business finance
and operations.

                                       10
<PAGE>

(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  1999,  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 been prepared and filed.


ITEM 10.  EXECUTIVE COMPENSATION.

<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,         1999     $35,000         0              0          $750,000        0          0             0
President/Sec          2000      20,000         0              0              0           0          0             0

Anoop Pittalwala,      1999      30,000         0              0           87,500         0          0             0
VP/Treasurer           2000      39,250         0              0              0           0          0             0

George Liapis          2000         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.

                                       11
<PAGE>
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,  2001
(5,800,000  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):

                 Name and Address of           Amount of Beneficial  Percent of
Title of Class   Beneficial Owner              Ownership               Class
-------------    -------------------           --------------------  ----------
Common Stock     Douglas Ansell                    1,250,000           21.6%
                 P.O. Box 96843
                 Las Vegas, Nevada  89193

Common Stock     Bruce Barton                      1,250,000           21.6%
                 7100 West Gomer Road
                 Las Vegas, Nevada  89124

Common Stock     Brad Randolph                     1,500,000           25.8%
                 4502 East Karen Drive
                 Phoenix, AZ  85032

Common Stock     All directors and executive       1,500,000           25.8%
                 officers as a group
                 (1 person)

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)     Loans by Principal and Former Principal

        As  indicated  under  Description  of Business,  a principal  and former
principal 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.

         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

                                       12
<PAGE>

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.

(b)      Office Space.

         The Company neither owns nor leases any real or personal property.  Mr.
Randolph  provides office space to the Company at $250.00 per month. 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. 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). See "Item 2.
Properties."


PART IV.

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

(a) Index to Financial Statements and Schedules                          Page
                                                                         ----
Report of Independent Auditor                                            F-2

Balance Sheets of the Registrant as of
December 31, 2000 and 1999                                               F-3

Statements of Operations for the years ended
December 31, 2000 and 1999                                               F-4

Statements of Shareholders' Deficiency for the years
ended December 31, 2000 and 1999                                         F-5

Statements of Cash Flows for the years ended
December 31, 2000 and 1999                                               F-6

Notes to Financial Statements                                        F-7 - F-13

(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: See Exhibit Index

                                       13
<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.

                                              NOSTALGIA MOTORCARS, INC.

Amendment No. 1
Dated: December 14, 2001                      By: /s/ Brad Randolph
                                                 ---------------------
                                              Brad Randolph, President


         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/ Brad Randolph          President/Secretary/Director       December 14, 2001
-------------------
Brad Randolph










                                       14
<PAGE>


                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


                                      INDEX



                                                                       PAGE

INDEPENDENT AUDITORS' REPORT                                            F-2

BALANCE SHEETS                                                          F-3

STATEMENTS OF OPERATIONS                                                F-4

STATEMENT OF STOCKHOLDERS' DEFICIENCY                                   F-5

STATEMENTS OF CASH FLOWS                                                F-6

NOTES TO FINANCIAL STATEMENTS                                         F-7 - F-13









                                      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, 2000
and 1999, 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,  2000.  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.  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, 2000 and 1999,  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, 2000 in  conformity  with  accounting  principles
generally accepted in the United States.

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, which raises 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 & CORSO, P.C.
                                      Certified Public Accountants

Los Angeles, California
June 26, 2001

                                       F-2


<PAGE>
<TABLE>
<CAPTION>
                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                                                          December 31,
                                                                 ---------------------------
                                                                      2000           1999

                                                                 -----------    ------------
 <S>                                                             <C>            <C>
         ASSETS
 CURRENT ASSETS
      Cash and cash equivalents                                  $       206    $     25,954

 PROPERTY AND EQUIPMENT, net of depreciation
  of $6,192 and $1,690 in 2000 and 1999, respectively
                                                                       8,326          15,671

 OTHER ASSETS                                                              -           7,426
                                                                 -----------    ------------
       TOTAL ASSETS                                              $     8,532    $     49,051
                                                                 ===========    ============

        LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 CURRENT LIABILITIES
      Accounts payable and accrued expenses                      $    11,250    $     22,750
      Accrued interest                                                51,888          13,398
      Due to related party                                            38,900          14,195
      Convertible notes payable                                      100,000               -
      Convertible notes payable due to related party                 300,000         300,000
                                                                 -----------    ------------
       Total liabilities                                             502,038         350,343
                                                                 -----------    ------------

 Commitments and contingencies                                             -               -

 STOCKHOLDERS' DEFICIENCY:
      Common stock, $.001 par value; 50,000,000 shares
        authorized; 5,800,000 and 5,300,000 shares issued
        and outstanding                                                5,800           5,300
      Additional paid-in capital                                     328,700         123,200
      Deficiency accumulated during the development stage           (828,006)       (429,792)
                                                                 -----------    ------------
       Total stockholders' deficiency                               (493,506)       (301,292)
                                                                 -----------    ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY            $     8,532    $     49,051
                                                                 ===========    ============
</TABLE>




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 Year Ended             to
                                                   December 31,           December 31,
                                              2000           1999            2000
                                         ------------     ----------     ----------------
<S>                                      <C>              <C>            <C>
REVENUE                                  $          -     $        -     $           -

EXPENSES
    General and administrative                350,708        350,839           708,297
     Depreciation                               4,502          1,690             6,387
     Research and development                   4,514         56,920            61,434
                                         ------------     ----------     -------------

     Total Expenses                           359,724        409,449           776,118
                                         ------------     ----------     -------------

LOSS FROM OPERATIONS                         (359,724)      (409,449)        ( 776,118)
                                         ------------     ----------     -------------

INTEREST EXPENSE                            (  38,490)     (  13,398)        (  51,888)
                                         ------------     ----------     -------------

LOSS BEFORE PROVISION
 FOR INCOME TAXES                            (398,214)      (422,847)        ( 828,006)

PROVISION FOR INCOME TAXES                          -              -                 -
                                         ------------     ----------     -------------

NET LOSS                                 $   (398,214)    $ (422,847)    $   ( 828,006)
                                         ============     ==========     =============

NET LOSS PER COMMON SHARE

    Basic  and diluted                   $   (   0.07)    $  (  0.08)
                                         ============     ==========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                5,633,333      5,183,333
                                         ============     ==========
</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>

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 CASH FLOWS

                                                                                              Cumulative from
                                                                                                November 23,
                                                                                              1993 (inception)
                                                                   For the Year Ended               to
                                                                      December 31,             December 31,
                                                                 2000            1999              2000
                                                            -----------     -------------     ---------------
<S>                                                         <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                 $  (398,214)    $    (422,847)    $ (828,006)
   Depreciation and amortization                                  4,502             1,690         13,332
   Rent expense                                                   3,000             1,500          4,500
   Write off of intangible assets                                 4,514            56,920         61,434
   Stock issued for services rendered                           203,000           122,000        325,000
   Adjustments to reconcile net loss to net cash
    used in operating activities:
   Increase (decrease) in accounts payable                     ( 11,500)           35,000         11,705
   Increase  in accrued interest                                 38,490            13,398         51,888
   Increase  in due to related party                             24,705                 -         36,500
                                                            -----------     -------------     -----------
  Net cash used in operating activities                        (131,503)         (192,339)      (323,647)
                                                            -----------     -------------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Organizational costs -                                             -          (    195)
   Deposits                                                       7,426          ( 47,426)     (  40,000)
   Research and development                                           -          ( 16,920)     (  16,920)
   Purchase of property and equipment                          (  1,671)         ( 17,361)     (  19,032)
                                                            -----------     -------------     -----------
  Net cash provided by (used in) investing activities             5,755          ( 81,707)     (  76,147)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of convertible debentures                           100,000                 -        100,000
   Issuance of convertible notes to related parties                   -           300,000        300,000
                                                            -----------     -------------     -----------
 Net cash provided by financing activities                      100,000           300,000        400,000
                                                            -----------     -------------     -----------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                        (25,748)           25,954            206

CASH AND CASH EQUIVALENTS - BEGINNING                            25,954                 -              -
                                                            -----------     -------------     -----------
CASH AND CASH EQUIVALENTS - ENDING                          $       206     $      25,954     $      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-6
<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a)   Nature of Operations
          --------------------
          Nostalgia  Motor Cars,  Inc.  ("Company")  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.

          Management is currently developing a business plan to sell automobiles
          through  direct sales to automotive  dealers,  national  wholesale car
          auctions and through the internet.

     b)   Basis of Presentation
          ---------------------
          The accompanying financial statements have been prepared in conformity
          with  generally  accepted  accounting  principles,  which  contemplate
          continuation of the Company as a going concern.  However,  the Company
          has no established  source of revenue.  This matter raises substantial
          doubt about the  Company's  ability to  continue  as a going  concern.
          Without  realization of additional  captial,  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.

     c)   Use of Estimates
          ----------------
          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles 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.

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

     e)   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.

                                       F-7

<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     f)   Fair Value of Financial Instruments

          Statement  of  Financial  Accounting  Standard  No.  107  (SFAS  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.

     g)   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 of the  various  classes  of
          assets. Maintenance and repairs are charged to expense as incurred.

     h)   Income Taxes
          ------------
          Income taxes are provided for based on the asset and liability  method
          of accounting pursuant to Statement of Financial  Accounting Standards
          No. 109,  Accounting  for Income  Taxes (SFAS  109).  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.

     i)   Stock-Based Compensation
          ------------------------
          Statement of Financial  Accounting  Standards No. 123,  Accounting for
          Stock-Based  Compensation (SFAS 123) 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.

     j)   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").

                                       F-8

<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j)   Loss Per Share (continued)
          --------------------------
          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,  2000,  the Company  had no  potentially  dilutive
          securities  outstanding.  The shares used in the computations  were as
          follows:

                                                          December 31,
                                                -------------------------------
                                                    2000               1999
                                                ------------        -----------
               Basic  and diluted                  5,633,333          5,183,333
                                                ============        ===========

     k)   Comprehensive Income
          --------------------
          In June 1998, the Financial Accounting Standards Board 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, 2000 and 1999, and for
          the period from  November 23, 1993  (inception)  to December 31, 2000,
          the  Company  had  no  items  that  represent   comprehensive  income,
          therefore,  has not included a schedule of Comprehensive Income in the
          accompanying financial statements.

     l)   Disclosures About Segments of an Enterprise and Related Information
          -------------------------------------------------------------------
          Statement of Financial  Accounting Standard No. 131, Disclosures about
          Segments of an Enterprise and Related  Information (SFAS 131) requires
          that public  companies  report  certain  information  about  operating
          segments,  products,  services  and  geographical  areas in which they
          operate  and  their  major  customers.  The  Company  operates  in one
          business segment and does not have revenues from foreign operations.


                                       F-9

<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 2 - RELATED PARTY TRANSACTIONS

          The Company had the following related party transactions for the years
          ended December 31, 2000 and 1999:

          Office Expense
          --------------
          A stockholder  provided office space valued at $250 per month, for the
          years ending  December  31, 2000 and  December 31, 1999.  The value of
          this office space, totaling $3,000 and $1,500, respectively,  has been
          recorded  in  the  statements  of  operations,  with  a  corresponding
          contribution to capital as of December 31, 2000 and December 31, 1999.

          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 and $14,195 at December 31, 2000 and 1999, respectively.

          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 mature 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.

NOTE 3 - PROPERTY AND EQUIPMENT

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

                                                            December 31,
                                                 ----------------------------
                                                     2000             1999
                                                 ------------     -----------
             Computer Equipment                  $     10,132     $     8,461
             Automobile                                 4,386           8,900
                                                 ------------     -----------
             Total                                     14,518          17,361
              Less:  Accumulated Depreciation          (6,192)         (1,690)
                                                 ------------     -----------
             Net Property and Equipment          $      8,326      $   15,671
                                                 ============      ==========

          For the years ended December 31, 2000 and 1999,  depreciation  expense
          was $4,502 and $1,690, respectively.

                                      F-10

<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 4 - CONVERTIBLE NOTES PAYABLE

          During the year ended  December  31,  2000,  the  Company  issued five
          convertible  notes payable  totaling  $100,000,  which mature 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
          June 2001, the notes have not yet been converted.

          In 1999 the Company issued convertible notes payable totaling $300,000
          to two related parties (see Note 2).

NOTE 5 - 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, 2000 and 1999, 5,800,000 and 5,300,000 were issued and
          outstanding, respectively

          Common stock issued for services
          --------------------------------
          On May 21, 1999, the Company issued 200,000 shares of its common stock
          in consideration of services  rendered valued at $62,000,  or $.31 per
          share.

          On September 13, 1999, the Company issued 100,000 shares of its common
          stock in consideration of services rendered valued at $60,000, or $.60
          per share.

          On April 26, 2000,  the Company  issued  500,000  shares of its common
          stock in  consideration  for services valued at $203,000 or $0.406 per
          share.

          Contributed capital
          -------------------
          During 2000 and 1999, a related party contributed  office space valued
          at approximately $3,000 and $1,500, respectively, which is recorded as
          contributed capital.



                                      F-11


<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 6 - INCOME TAXES

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

                                                                  For the Period
                                                                   from November
                                                                     23, 1993
                                       For the Year Ended          December 31,
                                          December 31,            (inception) to
                                      ------------------------     December 31,
                                         2000            1999          2000
                                      --------        --------    --------------
   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%
                                                                 ==========

          As of December 31, 2000 and  December  31,  1999,  the Company had net
          carryforward   losses   of   approximately   $706,006   and   $237,474
          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 2020.

                                      F-12
<PAGE>

                            NOSTALGIA MOTORCARS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 6 - INCOME TAXES (Continued)

          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 are as follows:

                                                          December 31,
                                                ----------------------------
                                                    2000              1999
                                                ----------      ------------
                Deferred Tax Assets
                Loss Carryforwards              $  282,402      $    94,990

                Less:  Valuation Allowance        (282,402)         (94,990)
                                                -----------     ------------
                Net Deferred Tax Assets         $        -      $         -
                                                ===========     ============

NOTE 7 - SUBSEQUENT EVENTS

          The Company's  convertible  notes  payable,  due at various dates from
          January  through  June 2001,  have not yet been  settled.  The Company
          plans to convert the  convertible  notes  payable into common stock on
          August 15, 2001,  and plans to convert the  convertible  notes payable
          due to related parties into common stock on September 15, 2001.

          The  Company is in the  process of  canceling  400,000 of the  500,000
          shares issued for services rendered on April 26, 2000, as the contract
          is no longer in force.







                                      F-13


<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).

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).








                                       15