Capital Beverage Corp – ‘424B4’ on 7/22/97

As of:  Tuesday, 7/22/97   ·   Accession #:  950123-97-6080   ·   File #:  333-09995

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Prospectus   —   Rule 424(b)(4)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Capital Beverage Corporation                          60    359K 

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                                              Filed pursuant to Rule 424(b)(4)
                                          Registration Number 333-9995

CAPITAL BEVERAGE CORPORATION

800,000 UNITS 
EACH UNIT CONSISTING OF ONE (1) SHARE OF COMMON STOCK, $.001 PAR VALUE, AND 
ONE-HALF (1/2) CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT 

Capital Beverage Corporation, a Delaware corporation (the "Company" or  
"Capital"), hereby offers Eight Hundred Thousand (800,000) Units ("Units"), each
Unit consisting of One (1) Share (the "Shares") of Common Stock, $.001 par value
(the "Common Stock"), and One-Half (1/2) Class A Redeemable Common Stock        
Purchase Warrant, at an offering price of $6.25 per Unit ("Offering Price").    
Each one-half (1/2) Class A Warrant may only be exercised in combination with   
another one-half (1/2) Class A Warrant. Each whole Class A Warrant will entitle 
the holder to purchase one (1) share of Common Stock at an exercise price of    
$6.25 per share, subject to adjustment. The Units, the Shares and the Class A   
Warrants offered hereby are sometimes referred to as the "Securities". The      
Shares and whole Class A Warrants offered hereby will be separately tradeable   
immediately upon issuance. Each Class A Warrant is exercisable commencing one   
(1) year after the date of this prospectus (the "Effective Date") and expiring  
at the close of business on the last day of the four (4) year period following  
the Effective Date. The Class A Warrants are subject to redemption by the       
Company, with the consent of R.D. White & Co., Inc. (the "Representative")      
commencing one (1) year after the Effective Date, for a redemption price of     
$.001 per warrant, provided (i) notice of not less than forty-five (45) days is 
given; (ii) the closing bid quotation of the Common Stock of the Company has    
been at least One Hundred Sixty Percent (160%) of the then exercise price of the
Class A Warrants on all twenty (20) of the trading days ending on the date prior
to the day that notice is given; and (iii) holders of the Class A Warrants shall
have exercise rights until the close of business on the date fixed for          
redemption. The exercise price of the Class A Warrants is subject to adjustment 
under certain circumstances. See "Description of Securities -- Class A          
Warrants".                                                                      

The Registration Statement of which this Prospectus forms a part also   
relates to (i) the offer and sale by an officer of the Company of up to 300,000 
shares of Common Stock; (ii) the offer and sale by certain holders ("Selling    
Securityholders") of the Company's 7% Series A Convertible Preferred Stock      
("Series A Preferred Stock") of 337,500 shares of Common Stock issuable by the  
Company to such Selling Securityholders upon conversion of 337,500 shares of    
Series A Preferred Stock held by such Selling Securityholders; (iii) the offer  
and sale by the Selling Securityholders of up to 675,000 Class A Warrants and   
675,000 shares of Common Stock issuable to such Selling Securityholders upon    
their exercise of such Class A Warrants; (iv) the possible issuance by the      
Company of up to 675,000 shares of Common Stock upon exercise by individuals or 
entities that purchase Class A Warrants sold by the Selling Securityholders (the
securities referred to in (i) through (iv) being sometimes collectively referred
to herein as the "Additional Securities"); and (v) the offer and sale by the    
Company of the Representative's Unit Purchase Option and the securities issuable
to the Representative upon exercise of its Unit Purchase Option. See            
"Description of Securities, " "Selling Securityholders" and "Underwriting." The 
Company will not receive any of the proceeds from the sale of the securities by 
the Selling Securityholders.                                                    

Prior to the Offering, there has been no public market for any of the   
Company's securities. The Company's Units, Common Stock and Class A Warrants    
have been approved for listing on the Nasdaq Small Cap Market (NASDAQ) and the  
Boston Stock Exchange under the symbols CBEVU, CBEV and CBEVW, respectively.    
Although the Company's securities have been accepted for quotation, and even if 
an active trading market develops, the Company is still required to maintain    
certain minimum criteria established by NASDAQ, of which there can be no        
assurance. See "Risk Factors -- Effects of Delisting from NASDAQ SmallCap       
Market." However, there can be no assurance that a market for the Units, Common 
Stock or Class A Warrants will develop or be sustained. See "Risk Factors,"     
which begins on Page 8 "Description of Securities," and "Underwriting".         
------------------------

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE 
SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION".
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION NOR HAS 
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.

CALCULATION TABLE 

                                                        [Enlarge/Download Table]

=========================================================================================================
                                                             PRICE TO                       PROCEEDS TO  
                                                              PUBLIC       UNDERWRITING     COMPANY(2)   
                                                                           DISCOUNTS AND                 
                                                                          COMMISSIONS(1)                 
                                                                                                         
---------------------------------------------------------------------------------------------------------
Per Unit..................................................         $6.25         $.625           $5.625  
---------------------------------------------------------------------------------------------------------
Total.....................................................    $5,000,000      $500,000       $4,500,000  
=========================================================================================================

(1) Does not reflect additional compensation to be received by the              
 Representative in the form of: (i) a non-accountable expense allowance of
   $150,000; (ii) the sale of $100 of an option to purchase up to 80,000 units
    consisting of 80,000 shares of Common Stock and Class A Warrants to purchase
 up to 40,000 shares of Common Stock at 120% of the Price to Public of the
    Units offered hereby; and (iii) an agreement to indemnify the Representative
against certain civil liabilities, including liabilities under the      
Securities Act of 1933, as amended (the "Securities Act"). See          
"Underwriting".                                                         

(2) Before deducting other expenses of the Offering payable by the Company      
    estimated at $345,000, including Blue Sky fees and expenses of approximately
    $30,000, filing fees of approximately $12,000, NASDAQ listing fee of $10,000
printing expenses of approximately $75,000, legal fees of approximately 
  $100,000, accounting fees of approximately $60,000 and other miscellaneous
    fees and expenses of approximately $58,000. The Selling Securityholders will
not bear any expenses of this Offering.                                 

 THE UNITS ARE OFFERED BY THE REPRESENTATIVE ON A "FIRM COMMITMENT" BASIS,
SUBJECT TO PRIOR SALE, WHEN, AS AND IF DELIVERED AND ACCEPTED BY THEM, AND      
SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS BY COUNSEL AND CERTAIN OTHER       
CONDITIONS. IT IS EXPECTED THAT DELIVERY OF CERTIFICATES REPRESENTING THE COMMON
STOCK AND CLASS A WARRANTS WILL BE MADE ON OR ABOUT JULY 22, 1997 AT THE OFFICES
OF R.D. WHITE & CO., INC., 950 THIRD AVENUE, NEW YORK, NEW YORK 10022.          

R.D. WHITE & CO., INC.

THE DATE OF THIS PROSPECTUS OF JULY 17, 1997

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    Although it has no legal obligation to do so, the Representative from time
to time may become a market maker and otherwise effect transactions in the      
Securities (and has indicated to the Company that it intends to do so). The     
Representative, if it participates in the market, may be a significant influence
in any market that might develop for any of the Securities. The prices and      
liquidity of the Securities may be significantly affected by the degree, if any,
of the Representative's participation in the market. Such activities, if        
commenced, may be discontinued at any time or from time to time. See "Risk      
Factors -- Representative's Possible Ability to Dominate or Influence the Market
for the Securities."                                                            

IN CONNECTION WITH THIS OFFERING, THE REPRESENTATIVE MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE COMMON 
STOCK AND/OR THE CLASS A WARRANTS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE   
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED 
AT ANY TIME.                                                                    

    The Additional Securities being offered by the Selling Securityholders may
be sold directly by such Selling Securityholders or through brokers, dealers,   
underwriters or agents on terms to be determined at the times of such sales. The
Company is registering the Additional Securities pursuant to the Company's      
obligations under certain registration rights agreements and, in the case of the
300,000 shares of Common Stock being offered by an officer of the Company,      
pursuant to the request of such officer. The registration of the Additional     
Securities does not necessarily mean that any of such Additional Securities will
be offered or sold. At the time a particular offer of securities is made by or  
on behalf of a Selling Securityholder, to the extent required, a Prospectus will
be distributed which will set forth the number of shares being offered and the  
terms of the offering, including the name or names of any underwriters, dealers 
or agents, if any, the purchase price paid by any underwriter for securities    
purchased from the Selling Securityholder and any discounts, commissions or     
concessions allowed or reallowed or paid to dealers and the proposed selling    
price to the public.                                                            

The Company will receive no proceeds from the sale of the Additional  
Securities by the Selling Securityholders, but the Company has agreed to bear   
substantially all the expenses of registration of such Additional Securities    
under federal and state securities laws. The Company will receive proceeds from 
the issuance of Common Stock issued to individuals that purchase Class A        
Warrants from Selling Securityholders when and if any of such Class A Warrants  
are exercised by such warrant holders. Sales of Additional Securities and/or the
potential of such sales at any time may have an adverse effect on the market    
prices of the Securities offered hereby.                                        

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ADDITIONAL INFORMATION

   With respect to the Securities offered hereby, the Company has filed with
the principal office of the Commission in Washington, D.C., a Registration      
Statement on Form SB-2 under the Securities Act of 1933, as amended (the        
"Securities Act"). For purposes hereof, the term "Registration Statement" means 
the original Registration Statement and any and all amendments thereto. This    
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto, to which reference hereby is made. Each     
statement made in this Prospectus concerning a document filed as an exhibit to  
the Registration Statement is not necessarily complete and is qualified in its  
entirety by reference to such exhibit for a complete statement of its           
provisions. Any interested party may inspect the Registration Statement and its 
exhibits without charge, or obtain a copy of all or any portion thereof, at     
prescribed rates, at the public reference facilities of the Commission at its   
principal office at Judiciary Plaza, 450 Fifth Street, NW, Room 1024,           
Washington, D.C. 20549. The Registration Statement and exhibits may also be     
inspected at the Commission's regional offices at Northwestern Atrium Center,   
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7     
World Trade Center, Suite 1300, New York, New York 10048.                       

 The Company is not a reporting company subject to certain informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act"), and does not file reports and other information with the Commission. As a
result of this Offering, the Company will become subject to such requirements   
and will file periodic reports with the Commission.                             

The Company intends to furnish its stockholders with annual reports   
containing financial statements, audited by independent certified public        
accountants, and with quarterly reports containing unaudited financial          
information for each of the first three quarters of each fiscal year following  
the end of each such quarter.                                                   

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PROSPECTUS SUMMARY

    This summary of certain provisions of this Prospectus is intended only for
ease of reference, is not a complete presentation of all relevant facts, and is 
qualified in its entirety by reference to the detailed information appearing    
elsewhere in this Prospectus, including the attachments hereto. This Prospectus 
describes in detail numerous aspects of the Company and its business which are  
material to investors, including aspects summarized here. The entire Prospectus 
should be read and understood by prospective investors. Unless otherwise        
indicated, the information in this Prospectus does not give effect to the       
conversion of any shares of Series A or Series B Preferred Stock or to the      
exercise of (i) the Class A Warrants included in the Units; (ii) the            
Representative's Unit Purchase Option; (iii) any outstanding Class A Warrants;  
or (iv) options available for grant under the Company's 1996 Incentive Stock    
Option Plan.                                                                    

THE COMPANY 

Capital Beverage Corporation, a Delaware corporation, was organized on
December 5, 1995. In January 1996, the Company acquired from Consolidated       
Beverage Corporation ("Consolidated") the right to become the exclusive         
distributor ("Pabst Distribution Rights") for certain beer and malt liquor      
products (the "Pabst Products") manufactured by Pabst Brewing Company ("Pabst") 
in Manhattan, Bronx, Queens, Staten Island, and Westchester County (the         
"Territory"). The purchase price for the Pabst Distribution Rights was          
$1,600,000, payable $800,000 in cash at or prior to closing and the balance by  
delivery of a series of 120 promissory notes of the Company, each in the amount 
of $10,000 inclusive of interest at 9% per annum. Upon acquisition of the Pabst 
Distribution Rights, the Company simultaneously entered into an agreement with  
Pabst (the "Distributorship Agreement") to become the exclusive distributor for 
Pabst Products within the Territory. Pursuant to the Distributorship Agreement, 
the Company is required to use its best efforts to market and sell the Pabst    
Products to each prospective account located within the Territory.              

 The Company acts as a primary distributor for Pabst Products within the
Territory, subject to policies and procedures determined by Pabst, so that all  
in-Territory orders for Pabst Products flow directly through the Company. The   
Company has established good relationships with various independent Class C     
wholesalers within its territory to aide in its efficient distribution of       
products throughout its assigned territory, except for Company accounts, each   
independent wholesaler is responsible for its own invoicing, employees and      
distribution of Pabst Products within its geographical sector.                  

     In June 1996, the Company entered into an agreement and plan of merger (the
"Merger Agreement") with Vito Santoro, Inc. ("VSI"), a New York wholesale and   
retail beverage distributor doing business under the tradename Caribe Beverages.
During its fiscal years ended December 31, 1995 and 1996, VSI had revenues of   
approximately $7 million and $12 million, respectively, and net losses of       
approximately $15,308 and $178,421, respectively. The Company completed the     
merger with VSI effective January 31, 1997. The financial information contained 
in this Prospectus for periods prior to January 3, 1996 (the date that Capital  
obtained the Pabst Distribution Rights) relates solely to VSI. For periods on or
after January 3, 1996, the financial information relates to the Company and VSI 
on a combined basis as if the proposed Merger had been consummated on January 3,
1996.                                                                           

 All of the outstanding capital stock of VSI was previously owned by Mr.
Carmine Stella, who is the Chairman of the Board, President and Chief Executive 
Officer of the Company. Under the terms of the Merger Agreement, Mr. Stella     
received 300,000 shares of the Company's 7% Cumulative Convertible Series B     
Preferred Stock (the "Series B Preferred Stock") in exchange for his interest in
VSI. VSI subsequently went out of existence.                                    

    VSI distributed several different brands of beer, soda and other beverages
primarily in the New York metropolitan area. Customers of VSI primarily consist 
of approximately 700 grocery stores and 50 wholesalers, all of which pick up and
purchase beverage products at VSI's warehouse on a "cash and carry" basis. VSI  
does not own or lease any vehicles for the distribution of its beverages and is 
a non-exclusive wholesaler of all of the beverages that it sells.               

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   The Company's offices are located at 1111 East Tremont Avenue, Bronx, New
York 10460. Its telephone number is (718) 409-2337.                             

THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                         
Securities Offered by Company............... 800,000 Units, each Unit consisting of one  
                                             (1) Share of Common Stock and one-half      
                                             ( 1/2) Class A Warrant. Each whole Class A  
                                             Warrant entitles the holder thereof to      
                                             purchase one (1) share of Common Stock at   
                                             any time commencing one (1) year after the  
                                             Effective Date and expiring five years after
                                             such Effective Date at an exercise price of 
                                             $6.25 per share of Common Stock. The        
                                             exercise price of the Class A Warrants is   
                                             subject to adjustment pursuant to           
                                             anti-dilution rights. The Class A Warrants  
                                             are redeemable by the Company under certain 
                                             circumstances. See "Description of          
                                             Securities -- Class A Warrants."            
Offering Price.............................. $6.25 per Unit                              
Common Stock Outstanding                                                                 
  Prior to this Offering.................... 1,240,909 shares(1)                         
  After this Offering....................... 2,040,909 shares(1)                         
Class A Warrants Outstanding                                                             
  Prior to this Offering.................... 1,259,000                                   
  After this Offering....................... 1,659,000(2)                                
Nasdaq and Boston Stock Exchange Trading                                                 
  Symbols:                                                                               
  Common Stock.............................. CBEV                                        
  Units..................................... CBEVU                                       
  Class A Warrants.......................... CBEVW                                       

---------------                                                                 
(1) Unless otherwise indicated, all information in this Prospectus assumes that:
(i) no Class A Warrants are exercised, (ii) the Representative's Unit   
   Purchase Option is not exercised; (iii) no options under the Company's 1996
    Incentive Stock Option Plan are exercised; and (iv) no shares of Series A or
 Series B Preferred Stock have been converted into shares of Common Stock.
See "Capitalization," "Description of Securities" and "Underwriting."   

(2) Of such 1,659,000 Class A Warrants, 400,000 are being offered hereby,       
    675,000 will be offered from time to time by the Selling Securityholders. In
addition, an aggregate of 584,000 Class A Warrants are held by Messrs.  
Carmine Stella, who is the Chairman of the Board, President and Chief   
    Executive Officer of the Company, Eugene Fernandez, who is a Director of the
  Company, and Anthony Stella, who is the Sales Manager of the Company. Such
   584,000 Class A Warrants have not been registered under the Securities Act.
 Moreover, each holder of such 584,000 Warrants has agreed not to transfer
   such Warrants or the Common Stock issuable on the exercise thereof prior to
two (2) years after the Effective Date without the consent of the       
  Representative. Such restriction does not apply to 50,000 Class A Warrants
 held by Mr. Carmine Stella, 25,000 Class A Warrants held by Mr. Fernandez
   and 12,500 Class A Warrants held by Ms. Carol Macchiarulo, who is Secretary
and Treasurer of the Company, which were purchased by such three (3)    
    individuals in the Company's Units Financing that took place between January
 and March 1996 and are being registered in this Offering on behalf of the
Selling Securityholders.                                                

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ESTIMATED NET PROCEEDS                                                          

Approximately $4,005,000 after deducting discounts and commissions of 
$500,000, the Representative's non-accountable expense allowance of $150,000,   
and other Offering expenses of approximately $345,000, including Blue Sky fees  
and expenses of approximately $30,000, filing fees of approximately $12,000,    
NASDAQ listing fees of $10,000, printing expenses of approximately $75,000,     
legal fees of approximately $100,000, accounting fees of approximately $60,000  
and other miscellaneous fees and expenses of approximately $58,000.             

USE OF PROCEEDS                                                                 

  To provide working capital for acquisition of inventory and licensing of
additional brands, to acquire beverage wholesalers, to implement the Company's  
marketing plan and for general corporate purposes.                              

ADDITIONAL SECURITIES OFFERED BY SELLING SECURITYHOLDER                         

   This Registration Statement also covers the offer and sale by the Selling
Securityholders of 1,312,500 shares of Common Stock, including 300,000          
outstanding shares of Common Stock held by an officer of the Company; 337,500   
shares of Common Stock issuable by the Company to the Selling Securityholders   
upon their conversion during the period beginning 180 days and ending 360 days  
after the Effective Date of 337,500 shares of Series A Preferred Stock unless   
the Representative and the Company agree to the conversion of all of the Series 
A Preferred Stock prior to such 180th day; and 675,000 shares of Common Stock   
issuable upon exercise of 675,000 Class A Warrants held by the Selling          
Securityholders at $6.25 per share.                                             

   Up to 675,000 shares of Common Stock underlying the Class A Warrants held
by the Selling Securityholders may be issued and sold by the Company upon the   
exercise of outstanding Class A Warrants held by persons who acquire such Class 
A Warrants directly or indirectly from the Selling Securityholders under this   
Registration Statement. See "Selling Securityholders". The Company will not     
receive any proceeds from the sale of the securities by the Selling             
Securityholders. The holders of the Series A Preferred Stock have agreed not to 
transfer the Series A Preferred Stock or the Common Stock underlying the Series 
A Preferred Stock for twelve (12) months without the consent of the Company and 
the Representative. The Selling Securityholders have agreed that they will not  
offer or sell the Class A Warrants or the Warrant Shares for a period of 120    
days after the Effective Date without the consent of the Representative.        

RISK FACTORS                                                                    

An investment in the Securities involves a high degree of risk and    
immediate substantial dilution. Prospective investors should review and consider
carefully the factors described under "Risk Factors" and "Dilution."            

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SUMMARY FINANCIAL INFORMATION 

     The financial information contained in this Prospectus for periods prior to
January 3, 1996 (the date that Capital obtained the Pabst Distribution Rights)  
relates solely to VSI. For periods on or after January 3, 1996, the financial   
information relates to the Company and VSI on a combined basis as if the Merger 
had been consummated on January 3, 1996. All information set forth below should 
be read in conjunction with the financial statements and notes thereto of       
Capital Beverage Corporation included elsewhere in this Prospectus. See         
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations."                                                                    

                                                        [Enlarge/Download Table]

                                                                          THREE MONTHS ENDED     
                                           YEARS ENDED DECEMBER 31,            MARCH 31,         
                                          --------------------------   ------------------------- 
                                             1995           1996          1996           1997    
                                          ----------     -----------   ----------     ---------- 
                                                                                                 
STATEMENT OF OPERATIONS DATA                                                                     
Net Sales................................ $6,926,789     $12,233,607   $2,503,597     $1,880,039 
Gross Profit.............................    504,300       1,340,025      293,909        257,928 
Income (loss) before income taxes........    (11,948)       (178,421)     127,834       (145,407)
Net Income (loss)........................    (15,308)       (178,421)     115,834       (148,935)
Pro forma Income (loss) before income                                                            
  taxes(1)...............................   (311,948)       (406,921)      40,834       (148,935)
Pro forma Net Income (loss)(2)........... $ (311.948)    $  (406,921)      24,500       (148,935)
                                          ==========     ===========                             
Pro forma Net Income (loss) per Common                                                           
  Share.................................. $     (.27)    $      (.42)  $     (.01)          (.16)
                                          ==========     ===========                             
Weighted Average Number of Common Shares                                                         
  Outstanding............................  1,240,909       1,240,909    1,240,909      1,240,909 

                                                        [Enlarge/Download Table]

                                                                           MARCH 31, 1997       
                                                                     ---------------------------
                                                                       ACTUAL     AS ADJUSTED(3)
                                                                     ----------   --------------
                                                                                                
BALANCE SHEET DATA                                                                              
Working Capital..................................................... $  141,529     $4,146,529  
Total Assets........................................................  2,403,815      6,408,815  
Long-Term Debt......................................................    675,039        675,039  
Stockholders' Equity(4).............................................  1,048,220      5,303,220  

---------------                                                                 
(1) For 1995 Mr. Carmine Stella received no compensation from either VSI or the 
   Company. For 1996, Mr. Stella received $125,000 as compensation pursuant to
his employment contract setting forth an annual salary of $300,000 which
    became effective August 1, 1996. The pro forma results reflect the impact of
the entire salary for the periods presented.                            

(2) For the years ended December 31, 1996 and 1995, VSI operated as an S        
corporation for federal income tax purposes, and, accordingly, federal  
   income taxes were the obligation of VSI's shareholders. In contemplation of
this Offering, VSI's S corporation tax status will be revoked and,      
    accordingly, the Company will be required to pay income taxes on its taxable
income.                                                                 

(3) Adjusted to reflect the receipt by the Company of the net proceeds of the   
Offering. See "Use of Proceeds" and "Capitalization."                   

(4) The Company has never paid cash dividends on its Common Stock. See "Dividend
Policy."                                                                

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RISK FACTORS

    The securities offered hereby are highly speculative in nature and involve
a high degree of risk. They should be purchased only by persons who can afford  
to lose their entire investment. Therefore, each prospective investor should,   
prior to purchase, consider very carefully the following risk factors, as well  
as all other information set forth in this Prospectus.                          

DEPENDENCE ON OFFERING PROCEEDS; RECENT LOSSES                                  

VSI incurred a $15,000 loss during fiscal 1995 and, together with the 
Company on a combined basis, incurred a loss of $178,421 for the year ended     
December 31, 1996 and a loss of $148,935 for the three months ended March 31,   
1997. There is no assurance that the Company will operate profitably in the     
future. Additionally, while management believes that the Company's present      
working capital position is adequate for its needs based on its current         
operations, the Company will be significantly dependent on the net proceeds of  
this Offering in order to enhance its existing working capital and provide it   
with the additional financing abilities to expand inventories required as a     
result of the Company's acquisition of the Pabst Distribution Rights. There can 
be no assurance that without the receipt of the net proceeds of this Offering   
the Company will be able to increase its working capital to the levels estimated
to be necessary by management.                                                  

ACQUISITION OF ADDITIONAL BRANDS                                                

     It is estimated that approximately 25% of the net proceeds of this Offering
will be utilized to make acquisitions of beverage distributors in desirable     
locations and/or the acquisition of distribution rights of additional leading   
brands. The Company intends to seek the acquisition of distributors with the    
distribution rights to other beverage brands of beer, soda, water, tea, juice   
and wine coolers. The Company has no intention of acquiring any distributors    
from related entities and does not have any present plans, proposals,           
arrangements or understandings regarding any acquisitions. See "Use of          
Proceeds." Although the Company has been in preliminary discussions with respect
to the acquisition of an additional brand, no assurance can be given that such  
discussions will result in an agreement acceptable to the Company.              

POSSIBLE NEED FOR ADDITIONAL FINANCING                                          

   There can be no assurance that the Company will operate profitably if and
when such acquisitions are consummated, or that additional equity and/or debt   
financing will not be required to consummate such acquisitions. Moreover, the   
Company's ability to generate sufficient cash flow from operations that will be 
necessary in view of the debt incurred to acquire the Pabst Distribution Rights 
and the dividend requirements of the Series A and Series B Preferred Stock will 
be dependent to a large extent upon the success of its new market entry         
strategy, the proposed licensing of additional product brands, successful       
implementation of its distribution strategy and its marketing and sales efforts,
none of which the Company can give any assurances will occur. See "Business",   
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations", and "Financial Statements and Notes."                              

DEPENDENCE ON AGREEMENT WITH PABST                                              

     The Company is substantially dependent on its relationship with Pabst for a
significant portion of its anticipated future revenues. The Company anticipates 
that a substantial portion of such future revenues will be derived from such    
relationship. The Company's Distributorship Agreement with Pabst permits Pabst  
to terminate such agreement under certain circumstances. The agreement requires 
the prior written approval of Pabst if there is a change of control of the      
Company. As a result of this offering the Company is required to obtain Pabst's 
prior written consent pursuant to the agreement which has not yet been received.
See "Business -- Distributorship Agreement with Pabst". If Pabst were to        
terminate the Distributorship Agreement, such termination would have a          
materially adverse effect on the Company's financial condition and results of   
operations. See "Business."                                                     

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CONCENTRATION OF CREDIT RISK; DEPENDANCE ON LIMITED NUMBER OF CUSTOMERS         

The Company is subject to credit risk through trade receivable and    
short-term cash investments. During 1996, approximately 37% and 14%,            
respectively, of consolidated net sales were derived from two customers,        
respectively.                                                                   

    Although the Company believes that its credit risk is minimized because of
a large customer base, the Company does rely on the payment of the receivables. 
Thus the Company's credit risk is dependent upon the financial strength of its  
customers. See "Note 10 to Financial Statements."                               

GOVERNMENT REGULATION; POSSIBILITY OF INCREASED GOVERNMENTAL REGULATION         

  Wholesale and retail distribution of alcoholic beverages is regulated by
federal and state law. The Company's business is highly regulated by federal,   
state and local laws and regulations. The Company must comply with extensive    
laws and regulations regarding such matters as state and regulatory approval and
licensing requirements, trade and pricing practices, permitted and required     
labeling, advertising, promotion and marketing practices, relationships with    
distributors and related matters. Since the Company intends to distribute such  
alcoholic beverages in New York State, the Company is required to obtain        
authorization from the Federal Bureau of Alcohol, Tobacco and Firearms (BATF)   
and the New York State Liquor Authority (SLA). The Company has received from the
BATF and SLA its required licenses. The alcohol beverage industry has become the
subject of considerable societal and political attention in recent years due to 
increasing public concern over alcohol-related social problems including driving
while intoxicated, underage drinking and health consequences from the abuse of  
alcohol. As an outgrowth of these concerns, the possibility exists that         
advertising by beer producers could be restricted, additional cautionary        
labeling or packaging requirements might be imposed, or that there may be       
renewed efforts to impose increased excise or other taxes on beer. If beer      
consumption in general were to come into disfavor among consumers, the Company's
business could be materially adversely affected. Therefore, there can be no     
assurance that the various governmental regulations applicable to the beverage  
industry will not be changed so as to impose more stringent requirements on the 
Company. If the Company was to fail to be in compliance with any applicable     
governmental regulation, such failure could cause the Company's licenses to be  
revoked and have a material adverse effect on the business of the Company. See  
"Business."                                                                     

POSSIBLE INCREASE IN GOVERNMENT TAXATION                                        

    The sale of alcoholic beverages is a business that is highly regulated and
taxed at the federal, state and local levels. The Company's beer operations may 
be subject to increased taxation by federal, state and local governmental       
agencies as compared with those of non-alcohol related businesses. In addition, 
if federal or state excise taxes are increased, the Company may have to raise   
prices to maintain present profit margins. The Company does not believe that a  
price increase due to increased taxes will reduce unit sales, but the actual    
effect will depend on the amount of any such increase, general economic         
conditions and other factors. Higher taxes may reduce overall demand for beer,  
and thus negatively impact sales of the Company's beer products. See            
"Business -- Government Regulation"                                             

SEASONALITY; FLUCTUATION OF QUARTERLY RESULTS OF OPERATIONS;                    
DEPENDENCE ON SALES IN KEY PEAK DEMAND PERIODS                                  

 The Company's business is subject to substantial seasonal fluctuations.
Historically, a significant portion of the Company's net sales and net earnings 
have been realized during the period from May through September and the month of
December, and levels of net sales and net earnings have generally been          
significantly lower during the period from October through April (other than the
month of December). The Company believes that this is the general pattern       
associated with other beverage distributors with which it competes. Accordingly,
the Company's operating results may vary significantly from quarter to quarter. 
The Company reported an operating loss for the three months ended March 31,     
1997. The Company's operating results for any particular quarter are not        
necessarily indicative of any other results. Additionally, fluctuations         

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caused by variations in quarterly operating results may adversely affect the    
market price of the Common Stock. If for any reason the Company's sales were to 
be substantially below seasonal norms during December and/or the months of May  
through September, the Company's annual revenues and earnings could be          
materially and adversely affected. See "Financial Statements and Notes",        
"Managements Discussion and Analysis of Financial Condition and Results of      
Operations", and "Business".                                                    

DEPENDENCE ON GENERAL ECONOMIC CONDITIONS                                       

    The success of the Company depends, to a large extent, on certain economic
factors that are beyond its control. Factors such as general economic           
conditions, levels of unemployment, interest rates, tax rates at all levels of  
government, competition and other factors beyond the Company's control may have 
an adverse effect on the Company's ability to sell its products and to collect  
sums due and owing to it.                                                       

HIGHLY COMPETITIVE INDUSTRY                                                     

The Company's business is highly competitive. As of May 31, 1996, the 
Company competed with approximately ten other companies in the metropolitan New 
York area that are engaged in businesses that are substantially similar to that 
engaged in by the Company. Some of the Company's competitors may be better      
capitalized, better financed, more established and more experienced than the    
Company and may offer beer, beverage and related products at lower prices or    
greater concessions than the Company. Should the Company not be able to compete 
effectively, the Company's results of operations and financial position would be
materially and adversely affected. See "Business -- Competition."               

DEPENDENCE UPON OUTSIDE ADVISORS                                                

 To supplement the business experience of management, the Company may be
required to employ accountants, technical experts, appraisers, attorneys, or    
other consultants or advisors. The selection of any such advisors will be made  
by management without any input from stockholders. Furthermore, it is           
anticipated that such persons may be engaged on an "as needed" basis without a  
continuing fiduciary or other obligation to the Company. Although the Company   
has no present intention to do so, it is possible that the Company would hire   
affiliates as outside advisors. At present, the Company has no such agreements  
with any of its affiliates.                                                     

LIMITED NUMBER OF MANAGEMENT PERSONNEL                                          

    There is currently only three executive officers of the Company. Following
this Offering, there can be no assurance that, if the Company grows, that       
current management will be able to continue to properly manage the Company's    
affairs. Further, there can be no assurance that the Company will be able to    
identify additional qualified managers on terms economically feasible to the    
Company. See "Management."                                                      

THE BOARD OF DIRECTORS CONSISTS OF ONE OUTSIDE DIRECTOR                         

The Board of Directors consists of three members, two of which are    
insiders. Accordingly, such individuals will be in a position to control the    
actions and decisions of the Board of Directors. The Company will have at least 
two independent directors within 90 days of the close of the offering.          

POSSIBLE LOSS OF PABST DISTRIBUTION RIGHTS UPON DEFAULT UNDER CONSOLIDATED NOTES

   The Company is required to make monthly payments to Consolidated Beverage
Corporation, from which it obtained the Pabst Distribution Rights, of Ten       
Thousand Dollars ($10,000) until January 2006. Although the Company believes it 
has and will continue to have sufficient resources to make the monthly payments 
to Consolidated Beverage Corporation, there can be no assurances that it will be
able to do so. Failure to make any of such monthly payments could result in a   
re-transfer of the Pabst Distribution Rights to Consolidated Beverage           
Corporation. Any such re-transfer would have a materially adverse effect on the 
Company's financial condition and results of operations. See "Business."        

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SELLING SECURITYHOLDERS TO RECEIVE SUBSTANTIAL BENEFITS FROM OFFERING           

     The Selling Securityholders will receive substantial benefits in connection
with this offering. These benefits include the inclusion of their securities in 
the Registrations Statement of which this Prospectus forms a part. The Company  
will not receive any of the proceeds upon the sale of the Selling               
Securityholders securities and the Company will bear all the costs of the       
offering.                                                                       

POSSIBLE ADVERSE EFFECT OF REDEMPTION OF CLASS A WARRANTS                       

    The Class A Warrants are subject to redemption by the Company one (1) year
after the Effective Date, upon forty-five (45) days' written notice, at a price 
of $.001 per Warrant, at any time during the exercise period of the Warrants    
provided that the final bid price for shares of the Company's Common Stock has  
been at least 160% of the then exercise price of the Class A Warrants for the   
twenty (20) trading days preceding the date notice of redemption is given and   
the holders of the Class A Warrants shall have had exercise rights until the    
close of business on the date fixed for redemption. Redemption of the Class A   
Warrants by the Company could force the holder to exercise the Class A Warrants 
and pay the exercise price at a time when it may be disadvantageous for the     
holder to do so or to sell such Warrants at their then current market price when
the holder might otherwise wish to hold such Warrants for possible appreciation.
Alternatively, the holders may accept the redemption price when it is likely to 
be substantially less than the market value of the Class A Warrants at the time 
of redemption. Any holder who does not exercise Class A Warrants prior to their 
expiration or redemption, as the case may be, will forfeit the right to purchase
shares of Common Stock of the Company underlying such Warrants. See "Description
of Securities Class A Warrants."                                                

DIVIDENDS ON COMMON STOCK NOT LIKELY; REQUIREMENT TO PAY DIVIDENDS ON PREFERRED 
STOCK                                                                           

It is anticipated that earnings, if any, which might be generated from
operations of the Company and be available to holders of Common Stock, will be  
used to finance the growth of the Company and that cash dividends will not be   
paid on the Common Stock. See "Dividends". In addition, the Company is obligated
to pay cumulative dividends on its outstanding Series A and Series B Preferred  
Stock. Under Delaware law, cash dividends are payable out of a corporation's    
surplus or, if there is no surplus, out of its net profits for the fiscal year  
in which the dividend is declared and/or the preceding fiscal year. See         
"Description of Securities". There can be no assurance that the Company will    
ever operate at levels of profitability and generate sufficient positive cash   
flow to meet the dividend requirements of its Series A and Series B Preferred   
Stock. See "Dividend Policy" and "Description of Securities."                   

DEPENDENCE ON KEY PERSONNEL                                                     

   The Company is relying on a relatively small number of key individuals to
implement the Company's operations, and, in particular, the services of Mr.     
Carmine Stella, its Chairman of the Board, President and Chief Executive        
Officer. The Company has entered into an employment agreement with Mr. Stella.  
Additionally, upon the completion of this Offering, the Company intends to apply
for key personnel life insurance. To the extent that the services of Mr. Stella 
or other key personnel become unavailable, there can be no assurances that the  
Company will be able to attract or retain personnel who would be able to        
adequately perform the functions previously performed by the personnel whose    
services have been lost. See "Management."                                      

ARBITRARY DETERMINATION OF OFFERING PRICE                                       

     The Offering Price of the Units, as well as the exercise price of the Class
A Warrants being offered hereby, bear no relation to book value, assets,        
earnings or any other objective criteria of value. They have been arbitrarily   
determined by the Company in discussion with the Representative. There can be no
assurance that, even if a public trading market develops for the Common Stock   
and the Class A Warrants offered in this Offering, such securities will attain  
market values commensurate with the offering price of the Units. See "Dilution".

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DISCRETIONARY USE OF PROCEEDS                                                   

    The Company presently intends to use the net proceeds of this Offering for
acquisition of inventory; licensing of additional beer brands; acquisition of   
other independent wholesalers, implementation of the Company's marketing plan;  
and working capital. However, 100% of the net proceeds of this Offering may, in 
the discretion of the Company, be used to finance other opportunities consistent
with the Company's plan of operation based on facts and circumstances which may 
develop subsequent to the completion of this Offering. See "Business" and "Use  
of Proceeds."                                                                   

UNCERTAINTY OF UNSPECIFIED ACQUISITIONS                                         

     Following the closing of this offering, the Company intends to consider and
possibly engage in acquisitions to acquire complementary Beverage Wholesalers   
and Brands. The Company has not entered into any negotiations to acquire any    
such assets. The Company can make no assurances that it will be able to make    
such acquisitions and no assurances can be made that the acquisitions will be   
successful. Approximately 39% of the proceeds of this offering have been        
allocated for such unspecified acquisitions. See "Use of Proceeds" and          
"Business."                                                                     

CONTROL BY EXISTING DIRECTORS AND OFFICERS                                      

     Following completion of this Offering, the existing members of the Board of
Directors and management of the Company will own 61% of the Common Stock and    
100% of Series B Preferred Stock outstanding. Accordingly, management will have 
a significant voting influence in connection with the election of the directors 
of the Company and control of the Company's business and affairs. See           
"Management," "Principal Shareholders" and "Description of Securities."         

RELATED PARTY TRANSACTIONS                                                      

     In June 1996, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with VSI pursuant to which VSI would be merged with and into
the Company. All of the outstanding stock of VSI is owned by Mr. Carmine Stella,
who is the Chairman of the Board, President, and Chief Executive Officer of the 
Company. On the effective date of the Merger ("Merger Date") each share of      
common stock of VSI outstanding was canceled and converted into the right to    
receive 3,000 fully paid and non-assessable shares of the Company's Series B    
Preferred Stock. In addition, Mr. Stella also holds a partnership interest in   
the entity from whom the Company leases property.                               

IMMEDIATE AND SUBSTANTIAL DILUTION                                              

  Investors in this offering will incur immediate, substantial dilution of
$4.09 or 68.0% in the pro forma net tangible book value per share from the price
for which they acquired the Units being offered in this Offering. See           
"Dilution."                                                                     

LIMITATIONS ON DIRECTOR LIABILITY                                               

 The Company's Articles of Incorporation provide, that a director of the
Company will not be personally liable to the Company or its shareholders for    
monetary damages relating to such director's position with the Company. Insofar 
as indemnification for liabilities arising under the Securities Act may be      
permitted to directors of the Company pursuant to the foregoing, or otherwise,  
the Company has been advised that, in the opinion of the Commission, such       
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable. See "Description of Securities -- Certain By-law  
and Charter Provisions."                                                        

ABSENCE OF PRIOR PUBLIC MARKET; VOLATILITY OF MARKET IN GENERAL                 

 Prior to this Offering, there has been no public trading market for the
Company's Securities. Although the Company's Shares and Class A Warrants have   
been approved for listing by NASDAQ there can be no assurance that an active    
trading market for the Shares and Class A Warrants will develop after this      
Offering                                                                        

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or that, if developed, such a market will be sustained. Following this Offering,
the market price of the Company's Common Stock and Class A Warrants may be      
volatile depending on various factors, including the general economy, stock     
market conditions, announcements by the Company or its competitors, fluctuations
in the Company's operating results or for undeterminable reasons. In addition,  
the stock market has experienced extreme price and volume fluctuations in recent
years. These fluctuations have had a substantial effect on the market price for 
many companies, often unrelated to the operating performance of such companies  
and may adversely affect the market prices of the Shares and Class A Warrants.  
See "Underwriting", "Description of Securities", and "Financial Statements."    

REPRESENTATIVE'S UNIT PURCHASE OPTION; ADDITIONAL OPTIONS AND WARRANTS;         
PREFERRED STOCK                                                                 

The Company has agreed to issue to the Representative a Unit Purchase 
Option to purchase up to 80,000 Units, consisting of 80,000 shares of Common    
Stock and Class A Warrants to purchase up to an additional 40,000 shares of     
Common Stock, at $7.50 per Unit (120% of the offering price of the Units offered
hereby). Moreover, In addition to the 400,000 shares of Common Stock reserved   
for issuance upon the exercise of the Class A Warrants offered hereby and the   
40,000 shares of Common Stock so reserved upon exercise of the Class A Warrants 
included in the Representative's Unit Purchase Option, the Company has reserved 
a total of 1,259,000 shares of Common Stock for issuance upon the exercise of   
other Class A Warrants, including (i) 675,000 Class A Warrants issued to        
investors in the Company's 1996 Units Financing, and (ii) 584,000 Class A       
Warrants issued to certain members of management of the Company in December     
1995. None of the outstanding Class A Warrants have been exercised. The Class A 
Warrants issued or issuable in connection with the Company's 1996 Units         
Financing and Convertible Bridge Notes are being registered for resale to the   
public in this Offering. In addition, the Company has agreed with the           
Representative, under certain circumstances, to register the shares of Common   
Stock and Class A Warrants (and the shares of Common Stock underlying such Class
A Warrants) included in the Representative's Unit Purchase Option for           
distribution to the public. Exercise of these registration rights could involve 
a substantial expense to the Company and could prove a hindrance to future      
financing. See "Underwriting." The Company has also reserved 350,000 shares of  
its Common Stock for issuance upon exercise of stock options which may be       
granted pursuant to the Company's 1996 Incentive Stock Option Plan and 637,500  
of such shares for issuance upon conversion of its Series A and Series B        
Preferred Stock. Exercise of the Unit Purchase Option, the Class A Warrants, and
options that may be granted under the 1996 Incentive Stock Option Plan and/or   
conversion of the Series A and/or Series B Preferred Stock, will reduce the     
percentage of Common Stock held by the public stockholders purchasing Units in  
this Offering. Further, the terms on which the Company could obtain additional  
capital during the life of such Securities may be adversely affected, and it    
should be expected that the holders of such convertible securities would        
exercise them at a time when the Company would be able to obtain equity capital 
on terms more favorable than those provided for by such convertible securities. 
See "Dilution" and "Underwriting".                                              

REQUIREMENTS OF CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION WITH EXERCISE
OF THE CLASS A WARRANTS                                                         

On the Effective Date, the Class A Warrants offered hereby shall be   
immediately detachable from the Units and separately tradable from the Shares.  
Although the Securities offered hereby will not be sold to purchasers in        
jurisdictions in which such Securities are not registered or otherwise qualified
for sale, purchasers who buy Class A Warrants in the aftermarket may reside or  
may move to jurisdictions in which the shares issuable upon exercise of the     
Class A Warrants are not so registered or qualified. In this event, the Company 
would be unable to issue shares of Common Stock to the holder desiring to       
exercise a Class A Warrant unless the shares could be registered or otherwise   
qualified for sale in the jurisdiction in which such purchaser resides, or an   
exemption from such registration or qualification exists in such jurisdiction.  
No assurance can be given that the Company will be able to effect any required  
registration or qualification. See "Description of Securities."                 

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NECESSITY TO MAINTAIN CURRENT PROSPECTUS                                        

     After the Effective Date, the shares of Common Stock issuable upon exercise
of the Class A Warrants included in this Registration Statement will be         
registered under the Securities Act. The Company will be required, from time to 
time, to file post-effective amendments to such Registration Statement in order 
to maintain a current prospectus with respect to such shares. The Company has   
undertaken to file post-effective amendments and to use its best efforts to     
cause such post-effective amendments to become effective. If for any reason a   
post-effective amendment to the Registration Statement does not become effective
or is not maintained with respect to the shares underlying the Class A Warrants 
registered pursuant to this Registration Statement, the respective holders of   
such Warrants will be prevented from exercising these warrants.                 

REPRESENTATIVE'S POSSIBLE ABILITY TO DOMINATE OR INFLUENCE THE MARKET FOR THE   
SECURITIES                                                                      

A significant amount of the Securities offered hereby may be sold to  
customers of the Representative. This may adversely affect the market for and   
liquidity of the Securities if additional broker/dealers do not make a market in
the Securities. Although it has no legal obligation to do so, the Representative
may from time to time act as a market maker and otherwise effect transactions in
the Securities. The Company cannot ensure that other broker/dealers besides the 
Representative will make a market in the Securities. In the event that other    
broker/dealers fail to make a market in the Securities, the possibility exists  
that the market for, and liquidity of, the Company's Securities could be        
adversely affected, which in turn could affect stockholders' ability to trade   
the Securities.                                                                 

   Additionally, commencing twelve (12) months after the Effective Date, the
Representative may participate in the solicitation of the exercise of the Class 
A Warrants. In connection with the solicitation of Warrant exercises, unless the
Representative is granted an exemption by the Commission from Regulation M under
the Exchange Act, the Representative and any other soliciting broker-dealer will
be prohibited from engaging in any market making activities with respect to the 
Company's securities for the period commencing either two (2) or nine (9)       
business days (depending on the market price of the Common Stock) prior to any  
solicitation activity until the later of (i) the termination of such            
solicitation activity, or (ii) the termination (by waiver or otherwise) of any  
right that the Representative or any other soliciting broker-dealer may have to 
receive a fee for the exercise of Class A Warrants following such solicitation. 
As a result, the Representative or any other soliciting broker-dealer may be    
unable to provide a market for the Company's securities, should it desire to do 
so, during certain periods while the Class A Warrants are exercisable. Such     
restrictions may adversely affect the price and liquidity of the shares of      
Common Stock and Class A Warrants.                                              

     If the Representative should exercise its registration rights to effect the
distribution of Securities underlying the Unit Purchase Option, the             
Representative, prior to and during such distribution, will be unable to make a 
market in the Company's securities. If the Representative ceases to make a      
market in the Common Stock or Class A Warrants, the market and market prices for
the Common Stock or Class A Warrants may be materially adversely affected, and  
holders thereof may be unable to sell or otherwise dispose of the Common Stock  
or Class A Warrants.                                                            

POSSIBLE RESALES UNDER RULE 144; SHARES ELIGIBLE FOR IMMEDIATE SALE ON BEHALF OF
SELLING SECURITYHOLDERS                                                         

 Upon consummation of this Offering, an aggregate of 940,909 outstanding
shares of Common Stock, 584,000 outstanding Class A Warrants (and the 584,000   
shares of Common Stock for which such Class A Warrants may be exercised), and   
300,000 outstanding shares of Series B Preferred Stock (and the 300,000 shares  
of Common Stock into which it may be converted) will not have been registered   
under the Securities Act. In addition, the 337,500 shares of Series A Preferred 
Stock that were issued in the Company's 1996 Units Financing will also not have 
been registered under the Securities Act, although the 337,500 shares of Common 
Stock into which such Series A Preferred stock are convertible are being        
registered hereby (such unregistered shares of Common Stock and Preferred Stock 
and Class A Warrants being collectively referred to herein as the "Restricted   
Securities"). The Restricted Securities may, however, under certain             
circumstances, be available for public sale by means of ordinary brokerage      
transactions in the open market pursuant to Rule 144,                           

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promulgated under the Securities Act, subject to certain limitations. In        
general, under Rule 144, a person (or persons whose shares are aggregated) who  
has satisfied a one-year holding period may, under certain circumstances, sell  
within any three-month period a number of securities which does not exceed the  
greater of 1% of the then outstanding shares of Common Stock or the average     
weekly trading volume of the class during the four calendar weeks prior to such 
sale. Rule 144 also permits, under certain circumstances, the sale of           
securities, without any limitation, by a person who is not an affiliate of the  
Company and who has satisfied a two-year holding period. The holders of all of  
the shares of the Common Stock of the Company currently outstanding have agreed 
not to publicly offer, sell or otherwise dispose of directly or indirectly, any 
of their shares of Common Stock for a period of 24 months following the         
consummation of this Offering without the prior written consent of the          
Representative. Any substantial sale of Common Stock pursuant to Rule 144 may   
have an adverse effect on the market price of the Securities. See "Shares       
Eligible for Future Sale", "Underwriting", and "Selling Securityholders."       

     Prospective investors should be aware that the possibility of sales may, in
the future, have a depressive effect on the price of the Company's Common Stock 
in any market which may develop, and therefore, the ability of any investor to  
market his shares may be dependent directly upon the number of shares that are  
offered and sold. Affiliates of the Company may sell their shares during a      
favorable movement in the market price of the Company's Common Stock which may  
have a depressive effect on its price per share.                                

EFFECTS OF DELISTING FROM NASDAQ SMALLCAP MARKET                                

   The Company's Units, Common Stock and Class A Warrants have been approved
for listing on the NASDAQ SmallCap Market. Although the Company's securities    
have been accepted for quotation and even if an active trading market develops, 
there can be no assurance that the Company will be able to maintain the         
qualification standards for listing of the Common Stock on the NASDAQ SmallCap  
Market. Continued inclusion on the NASDAQ SmallCap Market will require the      
Company to have at least two active market makers in the Common Stock, total    
assets of $4 million, capital and surplus of $2 million, a minimum bid price for
the Common Stock of $3.00 per share, 300 Shareholders of its Common Stock, and  
at least 100,000 shares of its Common Stock held by non-affiliates having a     
market value of $1,000,000 or more. If the Company fails to maintain the listing
criteria, the Common Stock will be subject to delisting. In such event, trading,
if any, in the Common Stock would thereafter be conducted in the                
over-the-counter market on the National Association of Securities Dealers'      
"Electronic Bulletin Board." Consequently, the liquidity of the Company's Common
Stock would likely be impaired, not only in the number of shares, which could be
bought and sold, but also through delays in the timing of the transactions, and 
reduction in security analysts' and the news media's coverage, if any, of the   
Company. As a result, prices for the Company's shares of Common Stock may be    
lower than might otherwise prevail.                                             

APPLICABILITY OF "PENNY STOCK RULES"                                            

Federal regulations under the Exchange Act regulate the trading of    
so-called "penny stocks" (the "Penny Stock Rules"), which are generally defined 
as any security not listed on a national securities exchange, such as the Boston
Stock Exchange ("BSE") or NASDAQ, priced at less than $5.00 per share, and      
offered by an issuer with limited net tangible assets and revenues. In addition,
equity securities listed on NASDAQ that are priced at less than $5.00 per share 
are deemed penny stocks for the limited purpose of Section 15(b)(6) of the      
Exchange Act. Therefore, if, during the time in which the Common Stock is quoted
on the NASDAQ SmallCap Market or BSE, the Common Stock is priced below $5.00 per
share, trading of the Common Stock will be subject to the provisions of Section 
15(b)(6) of the Exchange Act, which makes it unlawful for any broker-dealer to  
participate in a distribution of any penny stock without the consent of the     
Commission if, in the exercise of reasonable care, the broker-dealer is aware   
of, or should have been aware of, the participation of a previously sanctioned  
person. In such event, it may be more difficult for broker-dealers to sell the  
Common Stock, and purchasers of the shares of Common Stock offered hereby may   
have difficulty in selling their shares in the future in the secondary trading  
market.                                                                         

  In the event that the Company's Common Stock is delisted from the NASDAQ
and the BSE and the Company fails other relevant criteria, trading, if any, of  
the Common Stock would be subject to the full range                             

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of the Penny Stock Rules. Under these rules, broker-dealers must take certain   
steps prior to selling a "penny stock," which steps include: (i) obtaining      
financial and investment information from the investor: (ii) obtaining a written
suitability questionnaire and purchase agreement signed by the investor; and    
(iii) providing the investor a written identification of the shares being       
offered and in what quantity. If the Penny Stock Rules are not followed by the  
broker-dealer, the investor has no obligation to purchase the shares.           
Accordingly, delisting from NASDAQ and the BSE and the application of the       
comprehensive Penny Stock Rules may make it more difficult for broker-dealers to
sell the Company's Common Stock, and purchasers of the shares of Common Stock in
the Offering may have difficulty in selling their shares in the future in the   
secondary trading market.                                                       

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USE OF PROCEEDS 

    The net proceeds to the Company from the sale of the 800,000 Units offered
hereby are estimated to be $4,005,000 after deducting estimated underwriting    
discounts, commissions and other offering expenses at an anticipated public     
offering price of $6.25 per Unit. The Company intends to use such net proceeds  
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                               APPROXIMATE             
                  APPLICATION OF PROCEEDS                     DOLLAR AMOUNT  PERCENTAGE
------------------------------------------------------------  -------------  ----------
                                                                                       
Acquisition of Inventory(1).................................   $   900,000       22.5  
Acquisition of Beverage Wholesalers(2)......................       600,000       15.0  
Acquisitions of Additional Brands(3)........................     1,000,000       24.9  
Implementation of Sales and Marketing Plan(4)...............       150,000        3.8  
Repayment of Convertible Bridge Notes.......................       287,500        7.2  
Working Capital(5)..........................................     1,067,500       26.6  
                                                                ----------      -----  
          TOTAL.............................................   $ 4,005,000      100.0  
                                                                ==========      =====  

---------------                                                                 
(1) Of the $900,000 to be used for acquisition of inventory, approximately      
$600,000 will be used to acquire additional inventory of Pabst Products.
  Currently, the Company's inventory of such products averages approximately
seven (7) days' supply. Management believes that normal inventory levels
should average thirty (30) days' supply. The additional inventory will  
   permit the Company to adequately meet anticipated customer demand for Pabst
Products. The remaining $300,000 will be used to increase inventories of
other brands that the Company currently distributes.                    

(2) Management of the Company intends to complete the acquisition of two (2) to 
four (4) distributors that have previously acquired exclusive rights to 
    distribute alcoholic products other than Pabst Products. The Company intends
to seek the acquisition of distributors with the distribution rights to 
    other beverage brands of beer, soda, water, tea, juice and wine coolers. The
    Company has no intention of acquiring any distributors from related entities
and does not have any present plans, proposals, arrangements or         
    understandings regarding any acquisitions. See "Use of Proceeds." The amount
allocated to the acquisition of such distributors would be utilized,    
 together with other debt or equity securities of the Company, to complete
such acquisitions. Management is not currently negotiating for the      
acquisition of any such distributors and has no plans, proposals,       
arrangements or understandings with respect to such acquisitions. The   
Company does not intend to acquire any wholesaler from affiliates of the
    Company. Moreover, there can be no assurances that the Company will complete
any such acquisitions.                                                  

(3) Management of the Company plans to utilize approximately $1,000,000 of the  
   proceeds of this Offering to acquire exclusive rights to distribute between
two (2) and four (4) additional brands of alcoholic and/or non-alcoholic
products in the areas in which it currently distributes Pabst Products. 
 Depending on the brand(s) for which it acquires such distribution rights,
  the Company may be required to pay acquisition fees to the prior holder of
such distribution rights, which it would partially finance out of the   
  proceeds of this Offering. Negotiations are in a preliminary stage, and no
    agreement or letter of intent has been executed by the parties. There can be
no assurances that the Company will be successful in its efforts to     
  successfully complete an agreement with such distributor or, even if it is
  successful, that it will be able to obtain the consent of the brewery that
produces such products, to such distribution arrangement.               

(4) Such amount will be used primarily as compensation for additional sales     
   people and to purchase point-of-sale promotional items, such as neon signs,
"shelf-talkers," banners, and other similar promotional items.          

(5) Working capital includes funds for inventory, support of accounts receivable
    and the hiring of additional personnel, and the funding of interim quarterly
operating losses.                                                       

  The foregoing represents the Company's estimate of the allocation of the
net proceeds of this Offering, based on the current status of its product line, 
its sales expectations, anticipated operating expenses, inventory requirements  
and current marketing plans. If the Company experiences unforeseen delays or    
cost increases or encounters marketing problems, the Company may modify the     
intended utilization of proceeds as necessary to                                

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allow it to conserve capital by slowing the speed of inventory build-up and     
delaying other expenditures while attempting to resolve such problems.          

   The Company anticipates that the proceeds of this Offering, together with
revenues from operations, will satisfy its cash requirements for at least the   
next twenty-four (24) months. This estimate is based principally upon the       
Company's assumptions of (i) continuing demand for its products, and (ii) its   
ability to meet the supply requirements for customer demand and inventory       
buildup. No assurance can be given that future unforeseen events or             
contingencies will not affect the validity of these assumptions. Any significant
favorable or unfavorable deviation in the Company's sales performance could     
significantly affect the timing and amount of additional financing required.    
There is no assurance that financing of any kind will be available to the       
Company if required, and if available, that it will be on terms acceptable to   
the Company.                                                                    

Any additional net proceeds received upon the exercise of the Class A 
Warrants or any options that may be granted under the Company's 1996 Incentive  
Stock Option Plan will be used for working capital. Pending the use of the      
proceeds of this Offering, the funds will be deposited in interest or           
non-interest bearing accounts, or invested in commercial paper, certificates of 
deposit, governmental securities or similar instruments.                        

DIVIDEND POLICY 

    The Company has not previously paid any dividends since its inception and,
except for cash dividends, if any, to be paid on its outstanding Series A       
Preferred Stock and the Series B Preferred Stock to be issued upon completion of
the Merger, currently intends to follow a policy of retaining all of its        
earnings, if any, to finance the development and continued expansion of its     
business. Except for dividends to be paid on the Company's Series A and Series B
Preferred Stock, which dividends may be paid in either cash or shares of the    
Company's Common Stock, there can be no assurance that dividends will ever be   
paid by the Company. Investors who anticipate the need for dividends from their 
investment should take into consideration this factor, among others, in deciding
whether they should purchase Units and if, they purchase Units, whether they    
should exercise their Class A Warrants to purchase shares of the Company's      
Common Stock.                                                                   

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CAPITALIZATION

  The following table sets forth the capitalization of the Company. The as
adjusted amounts give effect to the sale of the 800,000 Units offered by the    
Company hereby, the application of the estimated net proceeds therefrom and the 
conversion of the bridge notes outstanding at March 31, 1997. The table should  
be read in conjunction with the financial statements and notes thereto included 
elsewhere in this Prospectus. See "Use of Proceeds."                            

                                                        [Enlarge/Download Table]

                                                                   MARCH 31, 1997       
                                                             -------------------------- 
                                                                                AS      
                                                               ACTUAL       ADJUSTED(1) 
                                                             ----------     ----------- 
                                                                                        
Bridge Notes................................................ $  250,000     $        -- 
Long-term debt, net of current portion......................    675,039         675,039 
                                                             ----------      ---------- 
Stockholders' equity:                                                                   
  Preferred Stock, par value $.01 per share; 1,000,000                                  
     shares authorized; 337,500 Series A shares issued and                              
     outstanding;...........................................  1,215,000       1,215,000 
     300,000 Series B shares issued and outstanding,........      3,000           3,000 
  Common Stock, par value $.001 per share 20,000,000 shares                             
     authorized; 1,240,909 shares issued and outstanding                                
     prior to Offering 2,040,909 shares issued and                                      
     outstanding after Offering(2)..........................      1,241           2,041 
Additional paid-in capital..................................    348,333       4,602,533 
Retained earnings (deficit).................................   (519,354)       (519,354)
                                                             ----------      ---------- 
Total stockholders' equity..................................  1,048,220       5,303,220 
                                                             ----------      ---------- 
Total capitalization........................................ $1,973,259     $ 5,978,259 
                                                             ==========      ========== 

---------------                                                                 
(1)  As adjusted for the issuance of 800,000 shares of the Company included as  
part of the Units in this Offering.                                   

(2)  Excludes: (i) 337,500 shares of Common Stock reserved for issuance upon    
  conversion of shares of Series A Preferred Stock; (ii) 300,000 shares of
Common Stock that may be issued upon conversion of shares of Series B 
     Preferred Stock; (iii) 400,000 shares of Common Stock reserved for issuance
  upon exercise of the Class A Warrants being offered hereby; (iv) 675,000
   shares of Common Stock reserved for issuance upon exercise of the Class A
Warrants that were issued in the Company's 1996 Units Financing; (v)  
   584,000 shares of Common Stock reserved for issuance upon exercise of the
    Class A Warrants issued to certain members of management of the Company in
  December 1995; (vi) 120,000 shares of Common Stock reserved for issuance
    upon exercise of the Representative's Unit Purchase Option and the Class A
  Warrants included therein; and (vii) 350,000 shares of Common Stock that
may be issued under the Company's 1996 Incentive Stock Option Plan.   

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DILUTION

     As of March 31, 1997, the Company had a deficiency in its net tangible book
value (total tangible assets, which is net of the amortized cost of the Pabst   
license of $1,400,000 at March 31, 1997, less total liabilities) of $(482,563), 
or approximately $(.39) per share of Common Stock. After giving effect to the   
sale of 800,000 Units offered hereby and the receipt of the net proceeds        
therefrom (after deduction of underwriting discounts, the Representative's      
non-accountable expense allowance, and the expenses of this Offering) the pro   
forma net tangible book value of the Company will be approximately $3,903,220,  
or $1.91 per share of Common Stock. This represents an immediate dilution of    
$4.09 or 68% for each share of Common Stock purchased by public investors and an
immediate increase of $2.30 per share to existing shareholders. The following   
table, which illustrates this dilution, assumes that there has been no          
conversion of Series A Preferred Stock or exercise of the Class A Warrants      
issued in this Offering or any additional outstanding Class A Warrants, the     
Representative's Unit Purchase Option or options that may be granted under the  
Company's 1996 Incentive Stock Option Plan:                                     

                                                                [Download Table]
                                                                                    
Public offering price per share.............................................. $6.00 
Net deficiency intangible book value per share at December 31, 1996..........  (.39)
  Increase in net tangible book value per share of Common Stock attributable        
     to public investors.....................................................  2.30 
                                                                              ----- 
Pro forma net tangible book value per share after Offering...................  1.91 
                                                                              ----- 
Dilution per share to public investors....................................... $4.09 
                                                                              ===== 

     The following table summarizes as of March 31, 1997 the differences between
existing stockholders and public investors with respect to the number and       
percentage of shares of Common Stock purchased from the Company, the total      
consideration and percentage of total consideration paid to the Company, and the
average consideration per share paid (at an assumed initial public offering     
price of $6.00 per share):                                                      

                                                        [Enlarge/Download Table]

                                                                                AVERAGE 
                                  SHARES PURCHASED      TOTAL CONSIDERATION      PRICE  
                                ---------------------  ----------------------  ---------
                                  NUMBER      PERCENT    AMOUNT       PERCENT  PER SHARE
                                ----------    -------  ----------     -------  ---------
                                                                                        
Existing stockholders..........  1,240,909      60.8   $  352,574        6.8     $0.28  
Public Investors...............    800,000      39.2    4,800,000       93.2      6.00  
                                 ---------     -----   ----------      -----            
Total..........................  2,040,909     100.0   $5,152,574      100.0      2.52  
                                 =========     =====   ==========      =====            

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SELECTED FINANCIAL DATA 

 The following selected financial data at December 31, 1996, for the two
years then ended and as at March 31, 1997 and for the three months ended March  
31, 1997 and 1996 have been derived from the financial statements of the Company
and VSI, that are included elsewhere in this Prospectus and that have been      
audited by Feldman Radin & Co., P.C. (except that the financial statements as of
March 31, 1997 and for the three months ended March 31, 1997 and 1996 are       
unaudited) whose reports with respect thereto are also included elsewhere in    
this Prospectus. The financial information contained in this Prospectus for     
periods prior to January 3, 1996 (the date that Capital obtained the Pabst      
Distribution Rights) relates solely to VSI. For periods on or after January 3,  
1996, the financial information relates to the Company and VSI on a combined    
basis as if the Merger had been consummated on January 3, 1996. This information
should be read in conjunction with the financial statements and notes thereto   
appearing elsewhere in this Prospectus and "Management's Discussion and Analysis
of Financial Condition and Results of Operations". The results of operations for
the three months ended March 31, 1997 and 1996 are unaudited. In management's   
opinion, such interim financial statements contain all adjustments necessary for
a fair presentation of financial position and results of operations. The results
of operations for the three months ended March 31, 1997 may not be indicative of
the results of operations for the entire year ending December 31, 1997.         

                                                        [Enlarge/Download Table]

                                                                    THREE MONTHS ENDED    
                                     YEARS ENDED DECEMBER 31,           MARCH 31,         
                                     -------------------------   ------------------------ 
                                        1995          1996          1996          1997    
                                     ----------    -----------   ----------    ---------- 
                                                                                          
STATEMENT OF OPERATIONS DATA:                                                             
Revenues............................ $6,926,789    $12,233,607   $2,503,597    $1,880,039 
Gross Profit........................    504,300      1,340,025      293,909       257,928 
Net Income (Loss)...................    (15,308)      (178,421)     115,834      (148,935)
Pro Forma Net Income (Loss)(1)(2)... $ (311,948)   $  (406,921)  $   24,500    $ (148,935)
                                     ==========    ===========                            
Pro Forma Net Income (Loss) Per                                                           
  Common Share...................... $     (.27)   $      (.42)  $     (.01)   $     (.16)
                                     ==========    ===========                            

                                                                [Download Table]

                                     MARCH 31,   
                                        1997     
                                     ----------  
                                                 
BALANCE SHEET DATA:                              
Working Capital..................... $  141,529  
Total Assets........................  2,403,825  
Long Term Debt......................    675,039  
Stockholders' Equity(3).............  1,048,220  

---------------                                                                 
(1)  For the years presented Mr. Carmine Stella received no compensation from   
     either VSI or the Company. For the year ended December 31, 1996, Mr. Stella
received a salary of $125,000 pursuant to his employment contract     
   consummated on August 1, 1996 setting forth an annual salary of $300,000.
The Pro Forma results reflect the impact of this salary.              

(2)  For the years ended December 31, 1996 and 1995, VSI operated as an S       
corporation for federal income tax purposes and, accordingly, federal 
     income taxes were the obligation of VSI's shareholders. In contemplation of
this Offering, VSI's S corporation tax status will be revoked and,    
accordingly, the Company will be required to pay income taxes on its  
taxable income.                                                       

(3)  The Company has never paid cash dividends on its Common Stock. See         
"Dividend Policy."                                                    

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

  The following discussion and analysis should be read in conjunction with
the information contained in the Financial Statements and the Notes thereto     
appearing elsewhere in this Prospectus. The financial information contained in  
this Prospectus for periods prior to January 3, 1996 (the date that Capital     
obtained the Pabst Distribution Rights) relates solely to VSI. For periods on or
after January 3, 1996, the financial information relates to the Company and VSI 
on a combined basis as if the merger had been consummated on January 3, 1996.   

RESULTS OF OPERATIONS                                                           

Three months ended March 31, 1997 as compared to three months ended 1996:   

Net sales for the three months ended March 31, 1997 were $1,880,039,  
reflecting a decrease of approximately $623,558, or approximately 25%, from the 
$2,503,597 of net sales for the three months ended March 31, 1996.              

   Net sales were negatively impacted for this three month period due to the
following reasons:                                                              

     -- In the first quarter of 1997, total case sales for the Pabst brands were
       up from 81,194 cases for the three month period ended March 31, 1996 to
        84,048 cases in the first quarter of 1997 or an increase of 2,854 cases.
      Although this was a 3.5% increase in case sales, the change in product
     mix has caused a substantial decrease in dollar volume. Additionally,
     increased competition in the Company's Pabst Product Line resulted in
      the Company having to adjust prices downward on certain products which
  resulted in lower sales and lower gross margins on those products.

 -- Anheuser-Busch continued to negatively impact the Company's sales of
    other products by continuing to discount to retail stores within the
        Company's sales territory and not to independent wholesalers such as the
Company.                                                        

 Cost of sales was $1,622,111, or 87% of net sales, for the three months
ended March 31, 1997, as compared to $2,209,688 or 89% of net sales, for three  
months ended 1996. The decrease, in dollar volume, of $587,577 in cost of sales 
reflects the significantly lower net sales for this three month period of 1997  
as compared to three months ended March 31, 1996.                               

   The Company's gross margin was $257,928 or 14% of net sales for the three
months ended March 31, 1997 as compared to $293,909, or 12% of net sales, for   
the first quarter of 1996. The decrease, in dollar terms, is a result of        
decreased sales in 1997 as compared to the three months ended March 31, 1996. In
addition, specifically as a result of the acquisition of the license to         
distribute Pabst products, gross margin as a percentage of net sales increased  
for the three months ended March 31, 1997, as compared to three months ended    
March 31, 1996. The Company's gross margins on sales of Pabst products are      
higher than on sales of other products.                                         

    Selling and delivery expenses were $44,147 in the three months ended March
31, 1997, as compared to $5,611 for three months ended March 31, 1996 reflecting
additional marketing efforts and incentives offered in the 1997 three month     
period.                                                                         

General and administrative expenses were $333,621 for the three months
ended March 31, 1997, as compared to $152,627 for three months ended March 31,  
1996. This represents an increase of $180,994, or 119% from March 1997 to March 
1996. General and administrative expenses fluctuated upward for three months    
ended 1996 to 1997 as a result of increases in salaries (including officers     
salaries), office expenses, utilities and repairs and maintenance expenses,     
necessary to support our ground level preparation for additional sales volume.  

    Interest expense was $25,567 for the three months ended March 31, 1997, as
compared to $7,837 for the three months ended March 31, 1996. This represents an
increase of $17,730. The increase in interest expense is a result of higher     
borrowing during 1997.                                                          

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RESULTS OF OPERATIONS                                                           

  Year ended December 31, 1996 ("fiscal 1996") as compared to year 1995 ("Fiscal
1995"):                                                                         

     Net sales for the year ended December 31, 1996 were $12,233,607, reflecting
an increase of approximately $5,306,818, or approximately 77%, from the         
$6,926,789 of net sales for the year ended December 31, 1995. Net sales for 1996
were favorably impacted by the Company's acquisition, in January 1996 of its    
license to distribute certain products (the "Pabst Products") of the Pabst      
Brewery Company in the five boroughs of New York City and certain other         
surrounding counties. Net sales for the fiscal 1995 continued the trend from    
fiscal 1994, wherein management had determined to scale back its distribution of
certain products as a result of lower gross margins in those products. The      
determination to scale back distribution resulted from the decision of Anheuser 
Busch to discontinue the sales discount that it has historically afforded to the
Company's tier of distributors. Without this favorable discount the Company     
determined that it would not favorably compete with their primary distributors. 
Net sales of Pabst products were approximately $6,700,000 during the fiscal     
1996.                                                                           

 Cost of sales was $10,893,587, or 89% of net sales, for fiscal 1996, as
compared to $6,422,489, or 93% of net sales, for fiscal 1995. The increase, in  
dollar terms, of $4,471,093 in cost of sales from 1995 to fiscal 1996 reflects  
the significantly higher net sales in fiscal 1996 as compared to fiscal 1995.   

   The Company's gross margin was $1,340,025 or 11% of net sales, in 1996 as
compared to $504,300, or 7.3% of net sales, in fiscal 1995. The increase, in    
dollar terms, is a result of increased sales in 1996 as compared to fiscal 1995.
In addition, specifically as a result of the acquisition of the license to      
distribute Pabst Products, gross margin as a percentage of net sales increased  
in fiscal 1996, as compared to fiscal 1995. The Company's gross margins on sales
of Pabst Products are significantly higher than on sales of other products, and 
management expects the improving trend in both net sales and gross margin to    
continue, although there can be no assurances that this will occur, as a result 
of increased competition and other factors described in the risk factors section
of this Prospectus.                                                             

    Selling and delivery expenses were $141,834 in fiscal 1996, as compared to
56,083 for fiscal 1995 reflecting additional marketing efforts and incentives   
offered in fiscal 1996.                                                         

 General and administrative expenses were $1,212,293 for fiscal 1996, as
compared to $445,689 for fiscal 1995. This represents an increase of $766,604,  
or 172%, from fiscal 1995 to fiscal 1996. Amortization of intangible assets was 
$160,000 in the 1996 Interim Period, as compared to none in fiscal 1995, as a   
result of the license acquired in January 1996. The cost of license agreement is
being amortized over ten (10) years. Other general and administrative expenses  
fluctuated upward from fiscal 1995 to fiscal 1996 as a result of increases in   
salaries (including officers salaries) office expense, utilities and repairs,   
maintenance expenses, necessary to support the high level of sales in fiscal    
1996 as compared to fiscal 1995.                                                

  Interest expense was $164,319 for 1996, as compared to $14,476 for 1995.
This represents an increase of $149,843. The increase in interest expense is a  
result of higher borrowings during 1996 as a result of the debt incurred        
(approximately $800,000) to acquire the license to distribute Pabst Products, as
well as the amortization of deferred loan costs associated with the 1996 Bridge 
Notes.                                                                          

LIQUIDITY AND CAPITAL RESOURCES                                                 

VSI has historically financed its operations and capital expenditures 
primarily through cash flow from operations, bank borrowing and other short-term
credit facilities. Thus, for fiscal 1995 VSI's operating activities generated   
positive cash flow of $88,781. As capital expenditures were not required in     
either of these two years, cash generated by operating activities was utilized  
to repay indebtedness, distributions to stockholders and retention for working  
capital.                                                                        

However, in fiscal 1996 the Company utilized approximately $246,000 in
operating activities, as the Company extended credit terms to certain customers,
thereby increasing accounts receivable by ($496,479). Management believes that  
this increase was necessary in view of the change in the business dynamics as a 
result of the acquisition of the right to become the exclusive distributor of   
Pabst Products in the Territory.                                                

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  During fiscal 1996, the Company paid $906,491 towards the acquisition of
the acquisition of the right to become the exclusive in-Territory distributor of
Pabst Products and signed a promissory note for the balance of the purchase     
price payable over 10 years, together with interest at 9% per annum.            

  In order to finance the acquisition of the right to become the exclusive
distributor of Pabst Products referred to herein, as well as to provide cash    
flow during the operating cash flow deficit during fiscal 1996, the Company sold
$1,350,000 of Units consisting of its 7% Cumulative Convertible Series A        
Preferred Stock and Class A Warrants, resulting in net proceeds of $1,215,000,  
sold $250,000 of its Convertible Bridge Notes, and borrowed $185,000 from an    
officer (and significant stockholder). The note from the officer was repaid     
prior to the end of fiscal 1996.                                                

  During the three months ended March 31, 1997, cash used in operating was
approximately $78,000; accounts receivable declined by approximately $143,000;  
and accounts payable declined by approximately $94,000.                         

The Company expected that capital expenditures necessary to the       
implementation of its marketing strategies in the next year will not be         
significant because the Company's existing capital assets are sufficient with   
respect to its current expansion plans.                                         

Except for historical facts contained herein, the foregoing paragraphs
contain statements of a forward-looking nature relating to future events or the 
future financial performance of the Company. Prospective investors are cautioned
that such statements are only predictions and that actual events or results may 
differ materially. In evaluating such statements, prospective investors should  
specifically consider the various factors set forth under the caption risk      
factors in this Prospectus.                                                     

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BUSINESS

   Capital Beverage Corporation was incorporated under the laws of the State
of Delaware on December 5, 1995. In January 1996, the Company acquired from     
Consolidated Beverage Corporation, the right to become the exclusive distributor
("Pabst Distribution Rights") for certain beer and malt liquor products ("Pabst 
Products") manufactured by Pabst Brewing Company ("Pabst"). The consideration   
paid by the Company for the Pabst Distribution Rights was One Million Six       
Hundred Thousand Dollars ($1,600,000), payable Eight Hundred Thousand Dollars   
($800,000) in cash at or prior to closing, and the balance by delivery of a     
series of 120 promissory notes, each in the amount of Ten Thousand Dollars      
($10,000) (collectively, the "Pabst Notes"). The Pabst Notes bear interest at 9%
per annum, which interest is included in the monthly $10,000 payments. If the   
Company defaults in payment of any of the Pabst Notes, such default may result  
in a re-conveyance of the Pabst Distribution Rights to Consolidated Beverage    
Corporation. Any such loss of the Pabst Distribution Rights may have a          
materially adverse effect on the Company's financial condition and results of   
operations.                                                                     

    Subject to the conditions set forth in the agreement pursuant to which the
Company acquired the Pabst Distribution Rights, the Company became the exclusive
distributor of the following Pabst Products in the following areas              
(collectively, the "Territory"):                                                

          Borough of Manhattan:  Pabst Blue Ribbon Beer, Pabst Extra Light Beer,
     Pabst Light Beer, Pabst Genuine Draft Beer, Pabst 10E Draft Beer, Pabst Non
Ala Beer, Andeker Beer, Hamm's Beer, Hamm's Special Light Beer, Hamm's
   Genuine Draft Beer, Big Bear Malt Liquor, Olde English "800" Malt Liquor,
     Olde English "800" Genuine Draft Malt Liquor, "800" Ice Malt Liquor and Old
Tankard Ale.                                                          

         Borough of the Bronx:  Hamm's Beer, Hamm's Special Light Beer, Hamm's
Genuine Draft Beer, Olde English "800" Malt Liquor, Olde English "800"
Genuine Draft Malt Liquor and "800" Ice Malt Liquor.                  

          Borough of Queens:  In that portion of Queens County situated west and
 north of the following described boundary lines: starting at a point in
Flushing Bay at the boat basin; thence southerly along Grand Central  
    Parkway to the intersection of Union Turnpike and Interboro Parkway to the
western boundary of Queens County, thence northerly along the western 
   boundary of Queens County to the East River, being the terminal of Queens
  County: Olde English "800" Malt Liquor, Olde English "800" Genuine Draft
Malt Liquor and "800" Ice Malt Liquor.                                

        Borough of Staten Island:  Pabst Blue Ribbon Beer, Pabst Extra Light
 Beer, Pabst Light Beer, Pabst Genuine Draft Beer, Pabst 10E Draft Beer,
   Pabst Non Ala Beer, Andeker Beer, Hamm's Beer, Hamm's Special Light Beer,
  Hamm's Genuine Draft Beer, Big Bear Malt Liquor, Olde English "800" Malt
     Liquor, Olde English "800" Genuine Draft Malt Liquor, "800" Ice Malt Liquor
 and Old Tankard Ale. Westchester County: In that portion of Westchester
    County situated south of Interstate Highway No. 287, but not including the
  Towns of Ardsley and Dobbs Ferry: Hamm's Beer, Hamm's Special Light Beer
and Hamm's Genuine Draft Beer.                                        

State of New York:  Old Tankard Ale.                        

DISTRIBUTORSHIP AGREEMENT WITH PABST                                            

 Duties and Responsibilities: At the time the Company acquired the Pabst
Distribution Rights, it simultaneously entered into an agreement with Pabst (the
"Distributorship Agreement") to become the exclusive distributor for Pabst      
Products within the Territory. Pursuant to the Distributorship Agreement, the   
Company is required to solicit and seek to service every retail account within  
the Territory and to use its best efforts to market, promote and sell the Pabst 
Products within such Territory. The Company is prohibited under the             
Distributorship Agreement from selling or supplying Pabst Products to customers 
located outside the Territory.                                                  

 The responsibilities of the Company under the Distributorship Agreement
include, but are not limited to: (i) establishment and maintenance of a planned 
overall sales and contact program on a continuing basis; (ii) establishment and 
maintenance of a place of business within the Territory, including distribution 
and warehouse facilities; (iii) establishment and maintenance of stock rotation 
procedures for the Pabst Products                                               

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in the warehouse, on trucks and in retail accounts to the extent permitted by   
law and adherence to all stated policies of Pabst in regard to overage Pabst    
Products (with the cost of replacing overage products to be absorbed by the     
Company); (iv) establishment and maintenance of a fleet of trucks; (v)          
cooperation with Pabst in the distribution of point-of-sale materials necessary 
to support Pabst Products; (vi) personal involvement of management of the       
Company in maintaining satisfactory contact with all accounts; (vii) maintenance
of adequate capital and cash flow to insure competitive strength in facilities, 
inventory, equipment, personnel, advertising and promotions; (viii) maintenance 
of a continuous in-house training program where practicable and attendance at   
sales meetings and training schools scheduled by Pabst; and (ix) maintenance of 
sufficient inventories and mix of package types as reasonably requested by Pabst
and justified by market conditions existing in the Territory.                   

 Terms of Sale.  Any orders for the Pabst Products placed by the Company
will be subject to the written approval of Pabst, and Pabst shall not be        
obligated to fill such order. Sales made by Pabst to the Company shall be upon  
such terms and prices as are approved by the Pabst Credit and Pricing           
Departments from time to time in their discretion. The Company is required under
the Distributorship Agreement to grant to Pabst a security interest in the Pabst
Products to secure the performance of all obligations owed by it to Pabst.      

     Termination.  Pabst may terminate the Distributorship Agreement immediately
upon the occurrence of any of the following events: (i) assignment or attempted 
assignment for the benefit of creditors by the Company or insolvency of the     
Company; (ii) institution of voluntary or involuntary bankruptcy proceedings or 
for receivership or dissolution; (iii) non-payment by the Company of sums past  
due and owing to Pabst, which sums continue to remain owing upon the expiration 
of twenty (20) days after written notice of non-payment to the Company by Pabst;
(iv) fraudulent conduct of the Company; (v) loss by the Company of any federal, 
state or local license required by law or necessary in order to carry out the   
Company's duties as a distributor of Pabst Products; (vi) attempted assignment  
of the Distributorship Agreement by the Company or change in control of the     
Company's business without the prior written consent of Pabst; (vii) violation  
by the Company of its obligations to sell and distribute the Pabst's Products   
only within the Territory and/or its obligation to solicit every retail account 
within the Territory and to use its best efforts to market and promote Pabst    
Products and protect their quality.                                             

Deficiency Termination.  Pabst may also terminate the Distributorship 
Agreement if any of the following occurs: (i) the Company fails to perform its  
duties and responsibilities in the reasonable judgment of Pabst; or (ii) other  
breaches by the Company of its obligations contained in the Distributorship     
Agreement (a "deficiency termination"). In the case of any such default, Pabst  
has agreed to provide the Company with notice of the manner in which such       
default has occurred and to allow the Company not less than ninety (90) days to 
cure such default. Moreover, in the event of any such deficiency termination,   
Pabst will pay the Company an amount equal to twice the Company's pre-tax net   
earnings arising from the sale and distribution of the Pabst Products during the
immediate preceding annual accounting period of the Company. In addition, Pabst 
will purchase from the Company its entire inventory of saleable Pabst Products  
at an amount equal to the cost of such inventory plus a handling charge of $.10 
per case, $.50 per half-barrel and $5.25 per quarter-barrel. Upon request by the
Company, Pabst will purchase from the Company, at the then fair market value,   
those local delivery vehicles regularly used by the Company in the sale and     
distribution of Pabst Products.                                                 

Uniform Termination.  Pabst also has the right to terminate the       
Distributorship Agreement if Pabst simultaneously terminates all other          
agreements that are substantially similar to the Distributorship Agreement      
between the Company and Pabst.                                                  

     Partial Termination.  Pabst has the right to assign any individual brand of
beer listed as a Pabst Product to another distributor if, in the reasonable     
judgment of Pabst, the Company cannot or does not adequately promote and/or     
market such brand of beer. Pabst also has the right to effect a termination of  
the part of the Company's Territory if, in its reasonable judgment, the Company 
does not adequately promote and market Pabst Products in that part of the       
Territory.                                                                      

   Change of Control Termination.  Pabst also has the right to terminate the
Distributorship Agreement if there is a change in ownership or control in the   
Company's business which occurs without the prior written consent of Pabst      
(which consent may not be unreasonably withheld). For purposes of the           
Distributorship Agreement, the term "control" means record or beneficial        
ownership of (i) thirty-three percent (33%) or                                  

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more of the Company's voting stock; (ii) thirty-three percent (33%) or more of  
its business; or (iii) thirty-three percent (33%) or more interest in an entity 
which owns fifty-one percent (51%) or more of the Company's voting stock.       

STRATEGY                                                                        

Management of the Company believes it has developed a strategy to     
effectively market, sell and distribute Pabst Products throughout the Territory.
This strategy includes plans to expand the Company's customer base; to increase 
sales and marketing efforts; and to develop a distribution network utilizing    
independent licensed distributor wholesalers ("Wholesalers") that will result in
reduced costs.                                                                  

EXPANDING CUSTOMER BASE                                                         

   In order to expand its customer base for Pabst Products in the Territory,
the Company intends to concentrate its efforts on increasing its sales of Pabst 
Products through supermarket chains, such as Waldbaums, A&P, Grand Union and    
Pathmark; chain convenience stores, such as 7-Elevens, Mobil Marts, Hess Stores 
and Shell Marts; and beverage centers such as Thrifty Beverage, Beverage Barn   
and Empire Beverage Centers. In addition, only 10% of the approximately 10,000  
potential retail accounts for Pabst Products within the Territory are currently 
being serviced by the Company, and the Company has recently implemented a       
marketing and sales strategy for increasing such percentage. The recently       
implemented strategy includes the hiring of 15 direct sales personnel who       
service the marketing territory. The Company has also streamlined the sale      
process by reorganizing the sale territory and increasing the supervision of the
sales staff.                                                                    

 The Company will also attempt to sell Pabst Products at Yankee and Shea
Stadiums, Madison Square Garden, New York theaters, the Jacob K. Javits Center, 
the World Trade Center, South Street Seaport, the Port Authority, Grand Central 
Station and Pennsylvania Station, where such products are not currently being   
sold. In addition, the Company intends to promote and sell Pabst Products at    
special events, such as Harlem Week, Latin and Cuban Days and the Caribbean Day 
Parade.                                                                         

SALES AND MARKETING                                                             

    The Company employs sales people to obtain new accounts for Pabst Products
and to increase sales of Pabst Products to existing accounts for such products  
in the Territory. In addition to employing a sales staff, the Company employs   
sales supervisors who recommend sales policies and incentive programs to the    
Wholesalers in order to motivate these Wholesalers and their sales personnel to 
sell Pabst Products within the Territory. The Company also creates promotional  
materials and has formulated marketing plans to increase sales by the Company   
and the other Wholesalers within the Territory. The Company's sales personnel   
receive formal training both at Company and Pabst sponsored seminars. The       
Company also intends to hire a training coordinator to conduct seminars,        
covering such topics as draft technology, brewing processes and role-playing.   
Sales personnel are responsible for preparing weekly schematics on key store    
resets (both shelf and cooler) to secure the most visible positions for maximum 
consumer exposure. Shelf allocations are periodically reviewed under the        
supervision of the Vice-President of Sales and Marketing to assure that space   
allocations and placement comply with retailer policies, distribution           
philosophies, and recommendations from suppliers. The Company has also          
implemented merchandising services to handle trade problems and seek future     
sales opportunities.                                                            

The Company offers bonuses to sales personnel who market and sell     
additional Pabst Products to existing customers and maintain established goals  
on reorders of Pabst Products. This incentive program is designed to achieve    
long and steady growth for additional product placements.                       

    Consistent with the Company's plan to expand its customer base, it expects
to incur additional selling and marketing costs of approximately $150,000 in the
next fiscal year. Such estimates have been derived from managements plans and   
budgets for 1997.                                                               

DISTRIBUTION                                                                    

     The Company has implemented a strategy to achieve effective distribution of
Pabst Products in the Territory. Under this strategy, the Company acts as an    
exclusive distributor for Pabst Products, subject to                            

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policies and procedures determined by Pabst, so that all orders for Pabst       
Products come through the Company. Because of the expansiveness of the          
Territory, the Company relies on independent, licensed beverage wholesalers that
are responsible for hiring and maintaining their own staffs, maintaining        
trucking fleets to distribute Products to the wholesale and/or retail customers.

    The Company's objective in utilizing these alternate means of distribution
to service each sector within the Territory is to increase effective sales and  
distribution of all Pabst Products while not incurring the total expense of such
sales and distribution efforts. Specific strategies include: developing sales   
incentives with the cooperation of Pabst representatives for wholesalers that   
meet sales goals for both "on-premises" and "off-premises" accounts;            
establishing a method of monitoring accounts within the Territory that do not   
purchase Pabst Products and establishing incentives for wholesalers who reverse 
such pattern; scheduling monthly promotions for all on-premises accounts; and   
utilizing and promoting "Brewery Rebate" programs.                              

VSI                                                                             

The Company believes that the VSI acquisition provides an excellent   
opportunity for the Company to expand its distribution network. VSI is a        
wholesale and retail distributor of beverage products. VSI operates exclusively 
from its warehouse facility in the Bronx and is centrally located within its    
acquired Pabst distribution territory and serves as its central headquarters for
Capital Beverage. VSI has been in business for over five (5) years and the      
Company believes that it has developed an extensive distribution network. VSI   
also has highly experienced management personnel and maintains a Class C liquor 
license which permits it to engage in both wholesale and retail sales.          

ADVERTISING                                                                     

 The Company intends to present to the trade and the consumer an ongoing
marketing campaign. To achieve this, the Company will establish and maintain an 
advertising and marketing budget. Such budget will be used primarily to         
participate in cooperative radio and billboard advertising programs established 
by Pabst. A proposed budget of $.05 per case based upon monthly estimated sales 
during Fiscal 1996 of 60,000 cases will enable the Company to allocate $3,000   
per month toward this advertising.                                              

PROPERTIES                                                                      

In January 1996, the Company entered into a lease with East Tremont   
Partners for the premises located at 1111 East Tremont Avenue, Bronx, New York  
10460, under which it agreed to lease 15,000 square feet of administrative      
office and warehousing space for a term of five (5) years commencing on April 1,
1996 and continuing until May 31, 2001. Total monthly payments under such lease 
are $5,000, subject to increases during subsequent years of the lease term. East
Tremont Partners is a New York partnership in which Mr. Stella holds a one-sixth
interest. Management of the Company believes that the rent paid by the Company  
under this lease is less than what it would be required to pay for similar      
premises within the area in which the Company's administrative offices are      
located.                                                                        

In December 1995, the Company entered into a lease with East Tremont  
Partners for the premises located at 415 DeVoe Avenue, Bronx, New York 10460,   
pursuant to which it agreed to lease approximately 7,000 square feet of retail  
and warehousing space for a term of five (5) years commencing on April 1, 1996  
and continuing until May 31, 2001. Total monthly payments under such lease are  
$5,000, subject to increases during subsequent years of the lease term.         
Management of the Company believes that the rent paid by it under this lease is 
also less than the fair market value of similar premises within the area in     
which such premises are located.                                                

    Management believes that the facilities used by it in the operation of its
business are adequately covered by insurance and are suitable and adequate for  
their respective purposes.                                                      

EMPLOYEES                                                                       

     As of April 15, 1997, the Company employed a staff of 20, including two (2)
sales supervisors, one (1) sales manager, fourteen (14) sales people, and three 
(3) managerial/administrative employees. The Company does not have any          
collective bargaining agreements and has not experienced any work stoppages as a
result of labor disputes. The Company considers its employee relations to be    
good.                                                                           

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LEGAL PROCEEDINGS                                                               

   The Company is not a party to any material pending legal proceedings, and
no such proceedings are known to be contemplated.                               

COMPETITION                                                                     

  The business conducted by the Company is highly competitive. As of April
15, 1997, the Company competed with approximately ten (10) other companies in   
the metropolitan New York area that are engaged in businesses that are          
substantially similar to that engaged in by the Company. Some of the Company's  
competitors are better capitalized, better financed, more established and more  
experienced than the Company and may offer beer, beverage and related products  
at lower prices or concessions than the Company. Should the Company not be able 
to compete effectively, its results of operations and financial condition could 
be materially adversely affected.                                               

SOURCES OF SUPPLY                                                               

   In addition to purchasing Pabst Products directly from Pabst, the Company
intends to purchase products (other than Pabst Products) from a number of       
nationally known beer and beverage companies. Since there are many manufacturers
of alcoholic and non-alcoholic products sold by the Company, the Company does   
not anticipate difficulty in obtaining such products if its relationship with   
one or more of its suppliers terminates. Management of the Company believes that
except for Pabst, the loss of any one supplier will not adversely affect the    
Company's business. Termination of the Company's Distributorship Agreement with 
Pabst could have a materially adverse effect on the business of the Company.    

SEASONALITY                                                                     

The Company's business is subject to substantial seasonal variations. 
Historically, a significant portion of the Company's net sales and net earnings 
have been realized during the month of December and the months of May through   
September, and levels of net sales and net earnings have generally been         
significantly lower during the period from October through April (excluding     
December). The Company believes that this is the general pattern associated with
other beverage distributors with which it competes. If for any reason the       
Company's sales were to be substantially below seasonal norms during the month  
of December and/or the months of May through September, the Company's           
anticipated revenues and earnings could be materially and adversely affected.   

GOVERNMENT REGULATION                                                           

  Wholesale and retail distribution of alcoholic beverages is regulated by
federal and state law. The Company's business is highly regulated by federal,   
state and local laws and regulations. The company must comply with extensive    
laws and regulations regarding such matters as state and regulatory approval and
licensing requirements, trade and pricing practices, permitted and required     
labeling, advertising, promotion and marketing practices, relationships with    
distributors and related matters. Since the Company intends to distribute such  
alcoholic beverages in New York State, the Company is required to obtain        
authorization from the Federal Bureau of Alcohol, Tobacco and Firearms (BATF)   
and the New York State Liquor Authority (SLA). The Company has received from the
BATF and SLA its required licenses. In the experience of management, although   
such agencies may impose conditions on the grant of such licenses, such licenses
are ordinarily granted. In the event, either the SLA or the BATF should impose  
conditions on the grant of such licenses, the Company intends to take all steps 
necessary to satisfy such conditions. Pending receipt of its licenses, the      
Company has appointed VSI, which is a licensed distributor, to act as its agent 
for distribution of Pabst Products. There can be no assurance that the various  
governmental regulations applicable to the beverage industry will not be changed
so as to impose more stringent requirements on the Company. If the Company was  
to fail to be in compliance with any applicable governmental regulation, such   
failure could cause the Company's licenses to be revoked and have a material    
adverse effect on the business of the Company. The Company's beer operations may
be subject to increased taxation by federal, state and local governmental       
agencies as compared with those of non-alcohol related businesses. In addition, 
if federal or state excise taxes are increased, the Company may have to raise   
prices to maintain present profit margins. The                                  

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Company does not believe that a price increase due to increased taxes will      
reduce unit sales, but the actual effect will depend on the amount of any such  
increase, general economic conditions and other factors. Higher taxes may reduce
overall demand for beer, and thus negatively impact sales of the Company's beer 
products.                                                                       

ACQUISITION OF VSI                                                              

     In June 1996, the Company entered into an agreement and plan of merger (the
"Merger Agreement") with VSI, a New York wholesale and retail beverage          
distributor doing business under the tradename Caribe Beverages. During its     
fiscal years ended December 31, 1994 and 1995, VSI had revenues of $12 million  
and $7 million, respectively, and net income (loss) of $59,000 and $(15,000),   
respectively. The Company completed the Merger with VSI on January 3, 1997. All 
of the outstanding capital stock of VSI was owned by Mr. Carmine Stella, who is 
the Chairman of the Board of Directors, President and Chief Executive Officer of
the Company. Under the terms of the Merger Agreement, Mr. Stella received       
300,000 shares of the Company's Series B Preferred Stock in consideration for   
his interest in VSI.                                                            

    VSI distributed beer, soda, bottled water and other beverages primarily in
the New York City metropolitan area. Customers of VSI consisted primarily of    
approximately 700 grocery stores and fifty (50) wholesalers, all of which       
purchase such beverage products at VSI's warehouse on a "cash and carry" basis. 
VSI does not own or lease any vehicles for the distribution of its beverages and
is a non-exclusive wholesaler of all of the beverages that it sells. VSI        
distributed several different brands, and management of VSI believes that       
supplies of such brands are readily available from several different suppliers. 
Audited financial statements of VSI and pro forma financial statements of the   
Company, assuming completion of the Company's proposed Merger with VSI, are     
contained in the financial statements included with this Prospectus.            

PRIVATE PLACEMENT FINANCINGS                                                    

Between December 1995 and March 1996, the Company conducted a private 
offering under Section 4(2) of the Securities Act and Regulation D promulgated  
thereunder, of units ("Units") of its Series A Preferred Stock and Class A      
Warrants (the "Units Financing"). Each Unit consisted of 12,500 shares of Series
A Preferred Stock and 25,000 Class A Warrants. A total of 27 Units, consisting  
of an aggregate of 337,500 shares of Series A Preferred Stock and 675,000 Class 
A Warrants, were sold to 26 "accredited investors" (as such term is defined in  
the Securities Act) for gross offering proceeds of $1,350,000. Pursuant to an   
Agency Agreement, dated December 6, 1995, the Company retained the              
Representative as its exclusive agent in connection with the Units Financing and
paid the Representative a selling commission equal to 10% of the gross proceeds 
from the sale of the Units ($135,000) and a non-accountable expense allowance   
equal to 1% of such gross proceeds ($13,500). Approximately $800,000 of the net 
proceeds of the Units Financing were used to acquire the Pabst Distribution     
Rights. The balance of such net proceeds were used for purchase of inventory of 
Pabst Products, for legal fees related to such financing and general corporate  
purposes.                                                                       

   In June 1996, the Company conducted a private offering under Section 4(2)
of the Securities Act and Regulation D promulgated thereunder, of its 12%       
Convertible Bridge Notes ("Bridge Financing"). The Convertible Bridge Notes were
purchased by two (2) accredited investors for aggregate gross offering proceeds 
of $250,000. Subsequently, in January 1997, these two (2) investors transferred 
the Convertible Bridge Notes to nine (9) unaffiliated investors. The Convertible
Bridge Notes, including accrued interest thereon, are due one (1) year after    
issuance but will automatically be converted into an aggregate of 2,500,000     
Class A Warrants upon the Effective Date. The Company retained Investors        
Associates Inc. as its exclusive placement agent (the "Placement Agent") in     
connection with such private placement. As compensation for services as         
Placement Agent, the Company paid Investors Associates Inc. a selling commission
equal to 10% of the gross proceeds of the Bridge Financing in ($25,000) and a   
non-accountable expense allowance of 1% of such gross proceeds ($2,500). The    
proceeds of the Bridge Financing were used principally for purchase of inventory
of Pabst Products, for legal fees related to such financing and general         
corporate purposes. In June 1997, the holders of all of the Convertible Bridge  
Note waived their right to convert the notes into Class A Warrants. The         
Convertible Bridge Notes will be repaid in full with the proceeds of this       
offering.                                                                       

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MANAGEMENT

The directors and executive officers of the Company are as follows:   

                                                        [Enlarge/Download Table]

              NAME                 AGE                     POSITION(S) HELD                   
---------------------------------  ---  ------------------------------------------------------
                                                                                              
Carmine N. Stella................  45   President, Chief Executive Officer, Chairman of the   
                                        Board                                                 
Anthony Stella...................  46   Vice President -- Sales and Marketing                 
Carol Macchiarulo................  41   Secretary and Treasurer                               
Eugene Fernandez, Jr.............  35   Director                                              

  Carmine N. Stella -- Mr. Stella has served as President, Chief Executive
Officer and Chairman of the Board of Directors and an employee of the Company   
since its inception in December 1995. From 1991 to the present, Mr. Stella has  
been the sole officer, director and shareholder of VSI, a wholesale and retail  
seller of alcoholic and nonalcoholic beverages with $12,000,000 of sales during 
fiscal 1994 and $7,000,000 of sales during fiscal 1995. From 1986 to 1990, Mr.  
Stella served as President and a director of Gotham Wholesale Beer Distributors,
a beer and non-alcoholic beverage wholesaler with annual sales in excess of     
$20,000,000. Mr. Stella served as a President and Director of the Empire State  
Beer Distributors Association from 1984 to 1988. Mr. Stella received a B.B.A. in
Accounting from Bernard M. Baruch College, New York, New York in 1973.          

Anthony Stella -- Mr. Stella has served as Vice President -- Sales and
Marketing and an employee of the Company since inception. Mr. Stella has acted  
as executive sales manager for Vito Santoro, Inc., Gotham Wholesale Beer, Inc., 
Miller Home Service, Inc. and College Point Beer Distributors over the past 15  
years. Anthony Stella is the brother of Carmine Stella.                         

    Carol Macchiarulo -- Ms. Macchiarulo has served as Secretary and Treasurer
and an employee of the Company since February 1996. From 1991, Ms. Macchiarulo  
has also served as Comptroller and Operations Manager of VSI from 1991 to the   
present. Ms. Macchiarulo graduated from Central Commercial High School in New   
York City in 1973.                                                              

   Eugene Fernandez, Jr. -- Mr. Fernandez has been a director of the Company
since its inception in December 1995. From December 1994 to the present, Mr.    
Fernandez has been self employed as a developer and builder of residential real 
estate and has acted as a private investor and financial consultant. From April 
1991 to December 1994, Mr. Fernandez was an account executive for Sandoz        
Pharmaceuticals, a distributor of pharmaceutical products. From January 1989 to 
April 1991, Mr. Fernandez served as an Account Executive for Screen Tech, Inc., 
a distributor of promotional advertising. Mr. Fernandez received a B.A. degree  
in Marketing and Finance from Dominion College in Orangeburg, New York in 1984. 

COMMITTEES OF THE BOARD OF DIRECTORS                                            

   The Board of Directors does not currently have any separate compensation,
audit, or nominating committees. However, the Board of Directors may establish  
audit, compensation, and/or nominating committees after the completion of this  
Offering. The Company will have at least two independent directors within 90    
days of the close of the Offering.                                              

EXECUTIVE AND DIRECTOR COMPENSATION                                             

     The Company did not have any employees during the year of its organization,
1995. The Company intends to enter into an employment agreement with Mr. Carmine
Stella and such other employees as may be determined by the Board of Directors  
to be effective on completion of this Offering. The employment agreement with   
Mr. Stella will provide for a three-year term and will include annual           
compensation of approximately $300,000, plus certain fringe benefits including  
health and life insurance. In addition, Mr. Stella and other key employees      
selected by the Board will receive incentive bonus compensation typically       
offered to executive officers of similar size to that of the Company. Directors 
of the Company will be reimbursed for their ordinary and necessary expenses     
incurred in attending meetings of the Board of Directors or a committee thereof.
In 1996, Mr. Carmine Stella, Mr. Anthony Stella and Ms. Macchiarulo received    
salaries of $115,500, $63,000 and $42,700, respectively.                        

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1996 INCENTIVE STOCK OPTION PLAN                                                

     The Company's 1996 Incentive Stock Option Plan was approved by the Board of
Directors and holders of Common Stock of the Company on June 19, 1996 to provide
for the grant of incentive stock options within the meaning of Section 422 of   
the Internal Revenue Code of 1986 to officers and employees of the Company. A   
total of 350,000 shares of Common Stock has been authorized and reserved for    
issuance under the 1996 Incentive Stock Option Plan, subject to adjustment to   
reflect changes in the Company's capitalization in the case of a stock split,   
stock dividend or similar event. No options have been granted under the         
Company's 1996 Incentive Stock Option Plan. The 1996 Incentive Stock Option Plan
will be administered by the Compensation Committee, which has the sole authority
to interpret the 1996 Incentive Stock Option Plan, to determine the persons to  
whom options will be granted, to determine the basis upon which the options will
be granted, and to determine the exercise price, duration and other terms of    
options to be granted under the 1996 Incentive Stock Option Plan; provided that,
(i) the exercise price of each option granted under the 1996 Incentive Stock    
Option Plan may not be less than the fair market value of the Common Stock on   
the day of the grant of the option, (ii) the exercise price must be paid in cash
and or stock upon exercise of the option, (iii) no option may be exercisable for
more than 10 years after the date of grant, and (iv) no option is transferable  
other than by will or the laws of descent and distribution. No option is        
exercisable after an optionee ceases to be employed by the Company or a         
subsidiary of the Company, subject to the right of the Compensation Committee to
extend the exercise period for not more than 90 days following the date of      
termination of an optionee's employment. If an optionee's employment is         
terminated by reason of disability, the Compensation Committee has the authority
to extend the exercise period for not more than one year following the date of  
termination of the optionee's employment. If an optionee dies holding options   
that were not fully exercised, such options may be exercised in whole or in part
within one year of the optionee's death by the executors or administrators of   
the optionee's estate or by the optionee's heirs. The vesting period, if any,   
specified for each option will be accelerated upon the occurrence of a change of
control or threatened change of control of the Company                          

LIMITATIONS OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS          

  Section 145 of the General Corporation Law of the State of Delaware (the
"General Corporation Law"), the Company's Articles of Incorporation and the     
Company's By-laws contain provisions for indemnification of officers, directors,
employees and agents of the Company. The Company's Articles of Incorporation and
Bylaws require the Company to indemnify such persons to the fullest extent      
permitted by Delaware law. Each person will be indemnified in any proceeding if 
he acted in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the Company. Indemnification would cover  
expenses, including attorneys' fees, judgments, fines and amounts paid in       
settlement.                                                                     

The Company's Articles of Incorporation also provide that the Board of
Directors may cause the Company to purchase and maintain insurance on behalf of 
any present or past director or officer insuring against any liability asserted 
against such person incurred in the capacity of director or officer or arising  
out of such status, whether or not the Company would have the power to indemnify
such person. The Company may seek to obtain directors' and officers' liability  
insurance upon completion of this Offering. Insofar as indemnification for      
liabilities arising under the Securities Act, may be permitted to directors,    
officers, and controlling persons of the Company pursuant to the foregoing      
provisions, or otherwise, the Company has been advised that in the opinion of   
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the Company 
of expenses incurred or paid by a director, officer, or controlling person of   
the Company in the successful defense of any action, suit, or proceeding) is    
asserted by such director, officer, or controlling person in connection with the
Securities being registered, the Company will, unless in the opinion of its     
counsel the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by it is  
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such of such court.                                   

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PRINCIPAL SHAREHOLDERS -- COMMON STOCK

 The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Prospectus by (i)
each person known by the Company to be the beneficial owner of more than 5% of  
the outstanding Common Stock, (ii) by each officer and director of the Company, 
and (iii) by all officers and directors of the Company as a group. Unless       
otherwise indicated, each of the following persons has sole voting and          
investment power with respect to the shares of Common Stock set forth opposite  
his name.                                                                       

                                                        [Enlarge/Download Table]

                                                                      PERCENT OF   PERCENT OF 
                                                                         CLASS        CLASS   
                                              AMOUNT AND NATURE OF      BEFORE        AFTER   
         NAME OF BENEFICIAL OWNER            BENEFICIAL OWNERSHIP(1)  OFFERING(1)  OFFERING(1)
-------------------------------------------  -----------------------  -----------  -----------
                                                                                              
Carmine N. Stella(2)(3)....................           759,091            58.80         36.3   
Eugene Fernandez, Jr.(2)(4)................           379,545            30.00         18.4   
Anthony Stella(2)(5).......................           177,273            14.30          8.7   
Carol Macchiarulo(2)(6)....................            12,500             1.00           .6   
All Officers and Directors as a Group: (4                                                     
  Persons).................................         1,328,409            86.66         54.1   

---------------                                                                 
(1) The persons named in the table have sole voting and investment power with   
respect to all shares of Common Stock. Shares of Common Stock subject to
   options or warrants currently exercisable or exercisable within 60 days are
  deemed outstanding for computing the percentage of the person holding such
options or warrants but are not deemed outstanding for computing the    
percentage of any other person.                                         

(2) The address for Messrs. Carmine Stella, Eugene Fernandez and Anthony Stella 
and Ms. Carol Macchiarulo is 1111 East Tremont Avenue, Bronx, New York  
10460.                                                                  

(3) Includes 50,000 shares of Common Stock that may be acquired by Mr. Stella   
   upon exercise of Class A Warrants acquired in the Company's Units Financing
that was completed in March 1996. Does not include: (i) 25,000 shares of
 Common Stock that Mr. Stella may acquire during the period commencing 180
   days and ending 360 days after the Effective Date upon conversion of 25,000
shares of Series A Preferred Stock acquired by him in the Company's 1996
    Units Financing; (ii) 300,000 shares of Common Stock that may be acquired by
   Mr. Stella during the period commencing 180 days and ending three (3) years
  after the Effective Date upon conversion of the 300,000 shares of Series B
  Preferred Stock that will be issued to Mr. Stella upon consummation of the
   Merger; or (iii) 333,600 shares of Common Stock that may be acquired by Mr.
Stella beginning one (1) year after the Effective Date upon exercise of 
333,600 additional Class A Warrants held by Mr. Stella.                 

(4) Includes 25,000 shares of Common Stock that may be acquired by Mr. Fernandez
   upon exercise of Class A Warrants acquired in the Company's Units Financing
that was completed in March 1996. Also includes 354,545 shares of Common
  Stock owned of record owned by Mr. Fernandez. Does not include: (i) 12,500
shares of Common Stock that Mr. Fernandez may acquire during the period 
commencing 180 days and ending 360 days after the Effective Date upon   
  conversion of 12,500 shares of Series A Preferred Stock acquired by him in
  the Company's 1996 Units Financing; or (ii) 167,000 shares of Common Stock
that may be acquired by Mr. Fernandez, beginning one (1) year after the 
Effective Date upon exercise of 167,000 Class A Warrants held by Mr.    
Fernandez.                                                              

(5) Does not include 83,400 shares of Common Stock that may be acquired by Mr.  
    Anthony Stella beginning one (1) year after the Effective Date upon exercise
of 83,400 Class A Warrants held by him.                                 

(6) Includes 12,500 shares of Common Stock that may be acquired by Ms.          
Macchiarulo upon exercise of Class A Warrants acquired by her in the    
Company's 1996 Units Financing. Does not include 6,250 shares that Ms.  
    Macchiarulo may acquire during the period commencing 180 days and ending 360
 days after the Effective Date upon conversion of 6,250 shares of Series A
Preferred Stock acquired by Ms. Macchiarulo in the Company's 1996 Units 
Financing.                                                              

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SELLING SECURITYHOLDERS 

The Registration Statement of which this Prospectus forms a part also 
relates to (i) the offer and sale by Mr. Carmine Stella, who is Chairman of the 
Board, President and Chief Executive Officer of the Company, of up to 300,000   
shares of Common Stock subject to Mr. Stella's agreement not to offer or sell   
such shares prior to the expiration of two (2) years after the Effective Date   
without the consent of the Representative; (ii) the offer and sale by certain   
holders (including Mr. Carmine Stella, Mr. Eugene Fernandez and Ms. Carol       
Macchiarulo) ("Selling Securityholders") of the Company's 7% Series A           
Convertible Preferred Stock ("Series A Preferred Stock") of 337,500 shares of   
Common Stock issuable by the Company to such Selling Securityholders upon       
conversion of 337,500 shares of Series A Preferred Stock held by such Selling   
Securityholders; (iii) the offer and sale by the Selling Securityholders of up  
to 675,000 Class A Warrants and 675,000 shares of Common Stock issuable to such 
Selling Securityholders upon their exercise of such Class A Warrants; and (iv)  
the possible issuance by the Company of up to 675,000 shares of Common Stock    
upon exercise by individuals or entities that purchase Class A Warrants sold by 
the Selling Securityholders (the securities referred to in (i) through (iv)     
being sometimes collectively referred to herein as the "Additional Securities").
Sales of the 337,500 shares of Common Stock that may be acquired by the Selling 
Securityholders upon conversion of an equal number of shares of Series A        
Preferred Stock may be made commencing 180 days after the Effective Date unless 
the Representative consents to the conversion of all of the Series A Preferred  
Stock prior to the 180th day and the transfer of the Common Stock prior to one  
year after the Effective Date.                                                  

   The shares of Common Stock underlying the Class A Warrants are offered by
the Company hereunder only for purchase upon exercise of Class A Warrants by a  
holder who has purchased such Class A Warrants from a Selling Securityholder and
shall be issued by the Company to such holders from time to time pursuant to    
exercise of such Class A Warrants in accordance with the terms thereof.         

     The securities offered hereby may be sold from time to time directly by the
Selling Securityholders. Alternatively, the Selling Securityholders may from    
time to time offer such securities through underwriters, dealers or agents. The 
distribution of securities by the Selling Securityholders may be effected in one
or more transactions that may take place on the over-the-counter market         
including ordinary broker's transactions, privately-negotiated transactions or  
through sales to one or more broker-dealers for resale of such securities as    
principals, at market prices prevailing at the time of sale, at prices related  
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Securityholders in connection with such sales of securities. The securities     
offered by the Selling Securityholders may be sold by one or more of the        
following methods, without limitation: (a) a block trade in which a broker or   
dealer so engaged will attempt to sell the securities as agent but may purchase 
and resell a portion of the block as principal to facilitate the transaction;   
(b) purchases by a broker or dealer as principal and resale by such broker or   
dealer for its account pursuant to this Prospectus; (c) ordinary broker         
transactions and transactions in which the broker solicits purchasers, and (d)  
in effecting sales, brokers or dealers engaged by the Selling Securityholders   
may arrange for other brokers or dealers to participate. The Selling            
Securityholders and intermediaries through whom such securities are sold may be 
deemed "underwriters" within the meaning of the Act with respect to the         
securities offered, and any profits realized or commissions received may be     
deemed underwriting compensation.                                               

   At the time a particular offer of securities is made by or on behalf of a
Selling Securityholder, to the extent required, a Prospectus will be distributed
which will set forth the number of shares being offered and the terms of the    
offering, including the name or names of any underwriters, dealers or agents, if
any, the purchase price paid by any underwriter for securities purchased from   
the Selling Securityholder and any discounts, commissions or concessions allowed
or reallowed or paid to dealers and the proposed selling price to the public.   

   The Company will not receive any proceeds from the sale of the securities
by the Selling Securityholders.                                                 

  The Company has agreed to pay substantially all the expenses incurred by
the Selling Securityholders incident to the offering and sale of the Additional 
Securities offered by the Selling Securityholders to the public, but excluding  
any underwriting discounts, commissions or transfer taxes.                      

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     The Company has agreed to indemnify certain Selling Securityholders against
certain liabilities, including liabilities under the Securities Act.            

     Sales of Common Stock and/or Class A Warrants by the Selling Securityholder
or even the potential of such sales would likely have an adverse effect on the  
market prices of the Securities offered hereby.                                 

     The Underwriter has no agreements or understandings with any of the Selling
Shareholders with respect to the purchase or sale of their securities.          

CERTAIN TRANSACTIONS

Upon formation of the Company in December 1995, the Company issued an 
aggregate of 709,091 shares of Common Stock to Mr. Carmine Stella, 354,545      
shares of Common Stock to Mr. Eugene Fernandez and 177,273 shares of Common     
Stock to Mr. Anthony Stella, in consideration of the payment by each of such    
individuals of $.001 per share, and issued 333,600 Class A Warrants to Mr.      
Carmine Stella, 1,667,000 Class A Warrants to Mr. Eugene Fernandez and to a     
corporation wholly owned by Mr. Fernandez, and 83,400 Class A Warrants to Mr.   
Anthony Stella. The Company also issued 886,364 additional shares of Common     
Stock and 416,000 additional Class A Warrants to four other individuals involved
in its formation but repurchased all of such additional shares and Class A      
Warrants for nominal consideration in January 1996. All such reacquired shares  
of Common Stock are being held as treasury stock, and all such reacquired Class 
A Warrants have been canceled. In January 1996, in order to facilitate the      
raising of additional capital for the Company, Mr. Fernandez and American       
Marketing & Sales, Ltd. voluntarily agreed to the cancellation of 600,000 and   
900,000 of the Class A Warrants, respectively, that had previously been issued  
to them in order to change the capital structure of the Company.                

In December 1995, the Company entered into a lease with East Tremont  
Partners for the premises located at 415 DeVoe Avenue, Bronx, New York 10460,   
pursuant to which it agreed to lease approximately 7,000 square feet of retail  
and warehousing space for a term of five (5) years commencing on April 1, 1996  
and continuing until May 31, 2001. Total monthly payments under such lease are  
$5,000, subject to adjustment during subsequent years of the lease term. East   
Tremont Partners is a New York partnership in which Mr. Stella holds a one-sixth
interest. Management of the Company believes that the rent paid by it under this
lease is less than the fair market value of similar premises within the area in 
which such premises are located.                                                

In January 1996, the Company entered into a lease with East Tremont   
Partners for the premises located at 1111 East Tremont Avenue, Bronx, New York  
10460 under which it agreed to lease 15,000 square feet of administrative office
and warehousing space for a term of five (5) years commencing on April 1, 1996  
and continuing until May 31, 2001. The initial monthly rent under such lease is 
$5,000, subject to adjustment during the term of the lease. East Tremont        
Partners is a New York partnership in which Mr. Stella holds a one-sixth        
interest. Management of the Company believes that the rent paid by the Company  
under this lease is less than what it would be required to pay for similar      
premises within the area in which the Company's administrative offices are      
located.                                                                        

     In March 1996, Mr. Carmine Stella made an interest free loan to the Company
in the amount of $185,000 to provide it with cash flow during the operating     
deficit that occurred during the first quarter of 1996. The Company repaid Mr.  
Stella the entire amount of such loan during the second and third quarters of   
fiscal 1996.                                                                    

     In June 1996, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with VSI pursuant to which VSI would be merged with and into
the Company. All of the outstanding stock of VSI is owned by Mr. Carmine Stella,
who is the Chairman of the Board, President, and Chief Executive Officer of the 
Company. On the effective date of the Merger ("Merger Date") each share of      
common stock of VSI presently outstanding shall be automatically canceled and   
converted into the right to receive 3,000 fully paid and non-assessable shares  
of the Company's Series B Preferred Stock and such shares of the Preferred Stock
will be distributed to Mr. Stella. In May 1996, the Company obtained an         
appraisal of the business of VSI from 1st Class Management Inc., a              
non-affiliated company with in excess of 25 years' experience in                

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performing business appraisals. No member of the board of directors or officer  
of the Company is affiliated with such appraiser. 1st Class Management Inc.     
estimated the value of VSI to be between $1,000,000 and $1,500,000. It was      
agreed between the Company and Mr. Stella that the value of VSI for purposes of 
determining the number of shares of Series B Preferred Stock to be issued to Mr.
Stella in the Merger is $1,200,000.                                             

   Under the terms of an Option Agreement between the Company and Mr. Stella
dated as of December 6, 1995, the Company and Mr. Stella agreed that the        
consideration to be paid to Mr. Stella for VSI would be that number of shares of
the Company's Series B Preferred Stock equal to the value of VSI as determined  
by an independent appraiser, with each share of Series B Preferred Stock having 
a value of $4.00. The value for such Series B Preferred Stock was established by
attributing to the shares of such stock the same approximate value as was paid  
for the Company's Series A Preferred Stock in the Company's Units Financing that
occurred between January and March of 1996.                                     

The terms of the Company's Series A and Series B Preferred Stock are  
substantially similar except that the Series B Preferred Stock ranks junior to  
the Series A Preferred Stock with respect to payment of dividends and payment   
upon liquidation, and the Series B Preferred Stock is convertible into Common   
Stock of the Company at any time during the three (3) year period commencing 180
days and terminating three (3) years after the Effective Date, whereas the      
Series A Preferred Stock may be converted into Common Stock of the Company      
during the period commencing 180 days and terminating 365 days after the        
Effective Date (unless the Representative consents to the conversion thereof    
prior to such 180th day).                                                       

   Under the terms of the Merger Agreement, VSI made certain representations
and warranties to the Company in connection with its business, operations,      
assets and liabilities and agreed that it would perform certain covenants. In   
order to ensure the accuracy of such representations and warranties and the     
performance of the covenants of VSI contained in the Merger Agreement, Mr.      
Stella agreed to deposit with an escrow agent all of the Series B Preferred     
Stock received by him in the Merger. The Company's sole remedy in the event of a
breach of any representation, warranty or covenant is to recover that number of 
shares of Series B Preferred Stock as may then be equal in value to the loss    
incurred by the Company resulting from the breach, and the Company is not       
entitled under the Merger Agreement to assert a claim against Mr. Stella        
personally in connection with any such breach. Moreover, any claim for          
indemnification under the Merger Agreement must be brought within two years and 
may not be brought unless monetary damages incurred by the Company in connection
with such claim exceed $60,000 individually and $250,000 in the aggregate, in   
which event the Company may only recover those damages that are in excess of    
such $250,000 amount. Since the sole remedy of the Company for breaches of      
representations, warranties and covenants in the Merger Agreement is limited to 
the value of the Series B Preferred Stock placed in escrow, the Company may     
incur losses arising out of such breaches for which it would not be indemnified.

Although the Company has no present intention of entering into any    
affiliated transactions, the Company believes that material affiliated          
transactions between the Company and its directors, officers, principal         
shareholders or any affiliates thereof should be in the future on terms no less 
favorable than could be obtained from unaffiliated third parties.               

  With respect to each of the foregoing transactions, the Company believes
that the terms of such transactions were as fair to the Company as could be     
obtained from an unrelated third party. Future transactions with affiliates     
including loans will be on terms no less favorable than could be obtained from  
unaffiliated parties and will be approved by a majority of the independent      
disinterested members of the board of directors.                                

DESCRIPTION OF SECURITIES 
GENERAL                                                                         

   The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, par value $.001 per share, and 1,000,000 shares of Preferred   
Stock, par value $.01 per share. Immediately prior to the Offering made hereby, 
there were 1,240,909 shares of Common Stock issued and outstanding. Of such     

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1,240,909 shares, 709,091 are beneficially owned by Mr. Carmine Stella, who is  
the Chairman of the Board, President and Chief Executive Officer of the Company,
354,545 are beneficially owned by Mr. Eugene Fernandez, who is a Director of the
Company, and 177,273 are beneficially owned by Mr. Anthony Stella, who is the   
Director of Sales of the Company and the brother of Mr. Carmine Stella. In      
addition, prior to this Offering, there were issued and outstanding (i) 337,500 
shares of the Company's Series A Preferred Stock held by twenty-six (26)        
individual and entities that acquired such shares in the Company's 1996 Units   
Financing; (ii) 300,000 shares of the Company's Series B Preferred Stock issued 
to Mr. Carmine Stella upon consummation of the Merger; and (iii) 1,259,000 Class
A Warrants to purchase an aggregate of 1,259,000 shares of Common Stock held by 
twenty-six (26) Warrantholders.                                                 

COMMON STOCK                                                                    

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to       
preferential rights with respect to any outstanding Preferred Stock, holders of 
Common Stock are entitled to receive ratably such dividends as may be declared  
by the Board of Directors out of funds legally available therefor. In the event 
of a liquidation, dissolution or winding up of the Company, holders of Common   
Stock are entitled to share ratably in all assets remaining after payment of    
liabilities and satisfaction of preferential rights and have no rights to       
convert their Common Stock into any other securities. All shares of Common Stock
have equal, non-cumulative voting rights, and have no preference, conversion,   
exchange, preemptive or redemption rights. The outstanding shares of Common     
Stock are fully paid and nonassessable.                                         

PREFERRED STOCK                                                                 

 The Company's Certificate of Incorporation grants to the Board, without
further action of the Company's stockholders, the authority to issue up to      
1,000,000 shares of Preferred Stock in series and, at the time of issuance, to  
determine the powers, rights, preferences and limitation of any such series.    
Satisfaction of any dividend preferences on outstanding shares of Preferred     
Stock will reduce the amount of funds available for the payment of dividends on 
Common Stock. Holders of Preferred Stock would be entitled to receive a         
preference payment in the event of any liquidation, dissolution or winding up of
the Company before any payment is made to the holders of Common Stock. Under    
certain circumstances, the issuance of such Preferred Stock may render more     
difficult or tend to discourage a merger, tender offer or proxy contest, the    
assumption of control by a holder of a large block of the Company's securities  
or the removal of incumbent directors.                                          

7% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A                             

Pursuant to the terms and conditions of a Certificate of Designations,
Powers, Preferences and Rights of the 7% Cumulative Preferred Stock, Series A   
(the "Series A Certificate of Designations") filed with the Secretary of State  
of the State of Delaware, the Board has designated 375,000 shares (of which     
337,500 have been issued and are presently outstanding) of the Company's        
authorized Preferred Stock as 7% Cumulative Preferred Stock, Series A (the      
"Series A Preferred Stock"), with the following rights, designations and        
preferences:                                                                    

Dividends.  Holders of the Series A Preferred Stock are entitled to   
receive, out of funds legally available therefor, annual dividends at the rate  
of twenty-eight cents ($.28) per share (7% of the liquidation value), payable in
either cash or common stock, in preference to and priority over dividends (other
than stock dividends) on shares of the Company's Common Stock. Dividends on the 
Series A Preferred Stock, which are cumulative, accrue beginning on the date of 
issuance thereof, and are payable annually to the holders of record thirty (30) 
days prior to such date.                                                        

Voting Rights.  So long as any shares of the Series A Preferred Stock 
remain outstanding, the Company may not without the affirmative vote at a       
meeting, or the written consent with or without a meeting, of the holders of at 
least 66 2/3% of the shares of Series A Preferred Stock then outstanding, amend,
alter or repeal any of the provisions of the Series A Certificate of            
Designations or the Certificate of Incorporation of the                         

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Company, or authorize any reclassification of the Series A Preferred Stock, so  
as in any such case to affect adversely the preferences, special rights or      
powers of the Series A Preferred Stock, or authorize any capital stock of the   
Company ranking, either as to payment of dividends or upon liquidation,         
dissolution or winding up of the Company, prior to the Series A Preferred Stock.
In addition, the Company may not without the affirmative vote at a meeting or   
the written consent without a meeting of the holders of at least a majority in  
voting power of the shares of the Series A Preferred Stock then outstanding,    
increase the authorized number of shares of Series A Preferred Stock or create  
or increase the authorized number of shares of, any other class of capital stock
of the Company ranking on a parity with the Series A Preferred Stock either as  
to payment of dividends or upon liquidation, dissolution or winding up of the   
Company. In exercising such voting rights or when otherwise granted voting      
rights by operation of law, each share of Series A Preferred Stock shall be     
entitled to one vote. Except as set forth above or as otherwise required by law,
holders of Series A Preferred Stock shall have no special voting rights, and    
their consent shall not be required for taking any corporate action.            

     Liquidation Rights.  Upon any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, the holders of the Series A Preferred
Stock shall have preference and priority over any Common Stock upon liquidation,
dissolution or winding up, for payment out of the assets of the Company or      
proceeds thereof available for distribution to stockholders of $4.00 per share  
plus all dividends accrued and unpaid thereon to the date of such distribution, 
and after such payment the holders of the Series A Preferred Stock shall be     
entitled to no other payments. If, in the case of any such liquidation,         
dissolution or winding up of the Company, the assets of the Company or proceeds 
thereof shall be insufficient to make the full liquidation payment of $4.00 per 
share plus all accrued and unpaid dividends on the Series A Preferred Stock and 
full liquidation payments on any other series of preferred stock ranking as to  
liquidation on a parity with the Series A Preferred Stock, then such assets and 
proceeds shall be distributed among the holders of the Series A Preferred Stock 
and any such other preferred stock ratably in accordance with the respective    
amounts which would be payable upon liquidation, dissolution or winding-up on   
such shares of Series A Preferred Stock and any such other series of preferred  
stock if all amounts payable thereof were paid in full. Neither the             
consolidation nor merger of the Company into or with another corporation or     
corporations, nor the sale of all or substantially all of the assets of the     
Company, shall be deemed a liquidation, dissolution or winding up the affairs of
the Company.                                                                    

  Conversion.  Each share of Series A Preferred Stock shall be convertible
into one (1) share of Common Stock, $.001 par value, of the Company, subject to 
adjustment in certain events including (i) subdivisions or combinations of      
shares of common stock, and (ii) reclassifications, consolidations, mergers and 
similar transactions. Such conversion may be effected at the option of the      
holder of shares of Series A Preferred Stock during the period commencing one   
hundred eighty (180) days and terminating three hundred sixty (360) days after  
the Effective Date of this Registration Statement unless the Representative and 
the Company consent that such option may be exercised prior to such 180th day.  

     The registered holder of shares of Series A Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the     
dividend payable on such shares on the corresponding dividend payment date      
notwithstanding the conversion thereof or the Company's default on payment of   
the dividend due on such dividend payment date. However, shares of Series A     
Preferred Stock surrendered for conversion during the period from the close of  
business on any dividend payment record date of such Series A Preferred Stock to
the opening of business on the corresponding dividend payment date must be      
accompanied by payment of an amount equal to the dividend payable on such shares
on such dividend payment date. A holder of Series A Preferred Stock on a        
dividend payment record date who converts shares of such Series A Preferred     
Stock on a dividend payment date will receive the dividend payable on such      
Series A Preferred Stock by the Company on such date, and the converting holder 
need not include payment in the amount of such dividend upon surrender of shares
of Series A Preferred Stock for conversion.                                     

Other Holders of Series A Preferred Stock are not entitled to any     
preemptive rights and no sinking fund provisions are applicable to such shares. 
In addition, such Series A Preferred Stock may not be transferred, pledged or   
otherwise disposed of in any manner prior to the expiration of twelve (12)      
months after the Effective Date without the prior consent of the Company and the
Representative. However, in the event a                                         

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holder of Series A Preferred Stock converts his or her shares into shares of    
Common Stock of the Company ("Converted Preferred Stock") during the            
convertibility period thereof, such Converted Preferred Stock may be sold by    
such holder under the Registration Statement of which this Prospectus is a part.

7% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B                             

Pursuant to the terms and conditions of a Certificate of Designations,
Powers, Preferences and Rights of the 7% Cumulative Preferred Stock, Series B   
(the "Series B Certificate of Designations") to be filed with the Secretary of  
State of the State of Delaware, the Board has designated 300,000 shares of the  
Company's authorized Preferred Stock as 7% Cumulative Preferred Stock, Series B 
(the "Series B Preferred Stock"), with the following rights, designations and   
preferences:                                                                    

Dividends.  Holders of the Series B Preferred Stock are entitled to   
receive, out of funds legally available therefor, annual dividends at the rate  
of twenty-eight cents ($.28) per share (7% of the liquidation value), payable in
either cash or common stock, in preference to and priority over dividends (other
than stock dividends) on shares of the Company's Common Stock but after payment 
of all dividends then due on the Company's Series A Preferred Stock. Dividends  
on the Series B Preferred Stock, which are cumulative, accrue beginning on the  
date of issuance thereof, and are payable annually to the holders of record     
thirty (30) days prior to such date.                                            

Voting Rights.  So long as any shares of the Series B Preferred Stock 
remain outstanding, the Company will not without the affirmative vote at a      
meeting, or the written consent with or without a meeting, of the holders of at 
least 66 2/3% of the shares of Series B Preferred Stock then outstanding, amend,
alter or repeal any of the provisions of the Series B Certificate of            
Designations or the Certificate of Incorporation of the Company, or authorize   
any reclassification of the Series B Preferred Stock, so as in any such case to 
affect adversely the preferences, special rights or powers of the Series B      
Preferred Stock, or authorize any capital stock of the Company ranking, either  
as to payment of dividends or upon liquidation, dissolution or winding up of the
Company, prior to the Series B Preferred Stock. In addition, the Company will   
not without the affirmative vote at a meeting or the written consent without a  
meeting of the holders of at least a majority in voting power of the shares of  
the Series B Preferred Stock then outstanding, increase the authorized number of
shares of Series B Preferred Stock or create or increase the authorized number  
of shares of, any other class of capital stock of the Company ranking on a      
parity with the Series B Preferred Stock either as to payment of dividends or   
upon liquidation, dissolution or winding up of the Company. In exercising such  
voting rights or when otherwise granted voting rights by operation of law, each 
share of Series B Preferred Stock shall be entitled to one (1) vote. Except as  
set forth above or as otherwise required by law, holders of Series B Preferred  
Stock shall have no special voting rights, and their consent shall not be       
required for taking any corporate action.                                       

   Liquidation Rights.  The holders of the Series B Preferred Stock shall be
subordinate to the rights of the Series A Preferred Stock but shall have        
preference and priority over any Common Stock upon any liquidation, dissolution 
or winding up, for payment out of the assets of the Company or proceeds thereof 
available for distribution to stockholders, of $4.00 per share plus all         
dividends accrued and unpaid thereon to the date of such distribution, and after
such payment the holders of the Series B Preferred Stock shall be entitled to no
other payments. If, in the case of any such liquidation, dissolution or winding 
up of the Company, the assets of the Company or proceeds thereof shall be       
insufficient to make the full liquidation payment of $4.00 per share plus all   
accrued and unpaid dividends on the Series B Preferred Stock and full           
liquidation payments on any other series of preferred stock ranking as to       
liquidation on a parity with the Series B Preferred Stock, then such assets and 
proceeds shall be distributed among the holders of the Series B Preferred Stock 
and any such other preferred stock ratably in accordance with the respective    
amounts which would be payable upon liquidation, dissolution or winding-up on   
such shares of Series B Preferred Stock and any such other series of preferred  
stock if all amounts payable thereof were paid in full. Neither the             
consolidation nor merger of the Company into or with another corporation or     
corporations, nor the sale of all or substantially all of the assets of the     
Company, shall be deemed a liquidation, dissolution or winding up the affairs of
the Company.                                                                    

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  Conversion.  Each share of Series B Preferred Stock shall be convertible
into one (1) share of Common Stock, $.001 par value, of the Company, subject to 
adjustment in certain events including (i) subdivisions or combinations of      
shares of common stock, and (ii) reclassifications, consolidations, mergers and 
similar transactions. Such conversion may be effected at the option of the      
holder of shares of Series B Preferred Stock during the period commencing one   
hundred eighty (180) days and terminating three (3) years after the Effective   
Date.                                                                           

     The registered holder of shares of Series B Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the     
dividend payable on such shares on the corresponding dividend payment date      
notwithstanding the conversion thereof or the Company's default on payment of   
the dividend due on such dividend payment date. However, shares of Series B     
Preferred Stock surrendered for conversion during the period from the close of  
business on any dividend payment record date of such Series B Preferred Stock to
the opening of business on the corresponding dividend payment date must be      
accompanied by payment of an amount equal to the dividend payable on such shares
on such dividend payment date. A holder of Series B Preferred Stock on a        
dividend payment record date who converts shares of such Series B Preferred     
Stock on a dividend payment date will receive the dividend payable on such      
Series B Preferred Stock by the Company on such date, and the converting holder 
need not include payment in the amount of such dividend upon surrender of shares
of Series B Preferred Stock for conversion.                                     

Other Holders.  of Series B Preferred Stock are not entitled to any   
preemptive rights and no sinking fund provisions are applicable to such shares. 

CLASS A WARRANTS                                                                

    The Class A Warrants sold in this Offering and the other outstanding Class
A Warrants of the Company are governed by and subject to the terms of a warrant 
agreement (the "Warrant Agreement") between the Company and Continental Stock   
Transfer & Trust Company as warrant agent (the "Warrant Agent"). The following  
statements are brief summaries of certain provisions of the Warrant Agreement.  
Copies of the Warrant Agreement may be obtained from the Company or the Warrant 
Agent and have been filed with the Commission as an exhibit to the Registration 
Statement of which this Prospectus is a part. See "Additional Information."     

The holder of each Class A Warrant is entitled, upon payment of the   
exercise price of $6.25, to purchase one share of the Company's Common Stock.   
Unless previously redeemed, the Class A Warrants are exercisable at any time    
commencing one (1) year after the Effective Date until the close of business on 
the day prior to the fifth anniversary of the Effective Date ("Class A Warrant  
Exercise Period"), provided a registration statement filed pursuant to the      
Securities Act covering the Class A Warrants and shares of Common Stock         
underlying such Class A Warrants has been declared effective. The Class A       
Warrant Exercise Period may be extended by the Company's Board of Directors. The
Class A Warrants are subject to redemption by the Company, with the consent of  
the Representative commencing on the first anniversary of the Effective Date,   
upon not less than forty-five (45) days written notice, at a price of $.001 per 
warrant, at any time during the Class A Warrant Exercise Period, provided that  
the final bid price for a share of Common Stock has been at least 160% of the   
then exercise price of the Class A Warrants for the twenty (20) trading days    
preceding the date of such notice, and holders of the Class A Warrants shall    
have exercise rights until the close of business on the date fixed for          
redemption. The Class A Warrants contain provisions that protect the holders    
thereof against dilution by adjustment of the exercise price in certain events  
including, but not limited to, stock dividends, stock splits, reclassification  
or mergers. The ownership of a Class A Warrant will not grant its holder any    
rights as a shareholder of the Company. The shares of Common Stock, when issued 
upon the exercise of the Class A Warrants in accordance with the terms thereof, 
will be fully paid and non-assessable.                                          

    Holders of the Class A Warrants will automatically forfeit their rights to
purchase the shares of Common Stock issuable upon exercise of such Class A      
Warrants unless the Warrants are exercised before the close of business on the  
business day set for redemption. All Class A Warrants must be redeemed if any of
such Warrants are redeemed. A notice of redemption shall be mailed to each      
registered holder of Class A Warrants                                           

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by first class mail, postage prepaid, and shall specify the redemption price,   
the date fixed for redemption, the place where the Warrant certificates shall be
delivered and the redemption price to be paid, and that the right to exercise   
the Warrants shall terminate at 5:00 p.m. (Eastern Standard Time) on the        
business day fixed for redemption.                                              

Class A Warrants may be exercised upon surrender of the certificate(s)
therefor on or prior to the expiration of the redemption date (as explained     
above) at the offices of the Company's Warrant Agent, with the form of "Election
to Purchase" attached to the Class A Warrant, filled out and executed as        
indicated, accompanied by payment (in the form of certified or cashier's check  
payable to the order of the Company) of the full exercise price for the number  
of Class A Warrants being exercised. The Company may amend the terms of the     
Class A Warrants but only by extending the termination date or lowering the     
exercise price thereof. The Company has no present intention of amending such   
terms.                                                                          

On the Effective Date, there will be 1,659,000 Class A Warrants       
outstanding. Of such 1,659,000 Class A Warrants, 400,000 are being registered   
hereby and are freely tradeable immediately upon issuance, 675,000 are being    
offered by the Selling Securityholders and will be tradeable commencing 120 days
after the Effective Date unless the Representative agrees that such warrants may
be transferred prior to such 120th day, and 584,000 are owned by certain members
of management of the Company and are "restricted securities", as such term is   
defined in the Securities Act.                                                  

CERTAIN CHARTER AND BYLAW PROVISIONS                                            

    The Company's Certificate of Incorporation and By-laws limit the liability
of directors and officers to the extent permitted by Delaware law. Delaware law 
provides that directors of a corporation will not be personally liable for      
monetary damages for breach of their fiduciary duties as directors, including   
gross negligence, except liability for (i) breach of the directors' duty of     
loyalty; (ii) acts or omissions not in good faith or which involve intentional  
misconduct or a knowing violation of the law; (iii) the unlawful payment of a   
dividend or unlawful stock purchase or redemption; and (iv) any transaction from
which the director derives an improper personal benefit. Delaware law does not  
permit a corporation to eliminate a director's duty of care, and this provision 
of the Company's Certificate of Incorporation has no effect on the availability 
of equitable remedies, such as injunction or rescission, based upon a director's
breach of duty of care.                                                         

    The Company is planning to enter into indemnification agreements with each
of its current and future directors and officers which provide for              
indemnification of, and advancing of expenses to, such persons to the greatest  
extent permitted by Delaware law, including by reason of action or inaction     
occurring in the past and circumstances in which indemnification and the        
advancing of expenses are discretionary under Delaware law. The Company believes
that the limitation of liability provisions in its Certificate of Incorporation 
and its By-laws and the indemnification agreements will facilitate the Company's
ability to continue to attract and retain qualified individuals to serve as     
directors of the Company.                                                       

The Company's Certificate of Incorporation authorizes the Company to  
purchase and maintain insurance for the purposes of indemnification. The Company
intends to apply for directors' and officers' insurance, although there can be  
no assurance that the Company will be able to obtain such insurance on          
reasonable terms, or at all. At present, there is no pending litigation or      
proceeding involving any director, officer, employee or agent for which         
indemnification will be required or permitted under the Company's Certificate of
Incorporation, By-laws or indemnification agreements. The Company is not aware  
of any threatened litigation or proceeding which may result in a claim for such 
indemnification.                                                                

BUSINESS COMBINATION PROVISIONS                                                 

 The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Under Section 203, certain "business   
combinations" between a Delaware corporation whose stock generally is publicly  
traded or held of record by more than 2,000 stockholders and an "interested     
stockholder" are prohibited for a three-year period following the date that such
stockholder became an                                                           

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interested stockholder, unless (i) the corporation has elected in its original  
certificate of incorporation not to be governed by Section 203 (the Company did 
not make such an election); (ii) the business combination was approved by the   
Board of Directors of the corporation before the other party to the business    
combination became an interested stockholder; (iii) upon consummation of the    
transaction that made it an interested stockholder, the interested stockholder  
owned at least 85% of the voting stock of the corporation outstanding at the    
commencement of the transaction (excluding voting stock owned by directors who  
are also officers or held in employee benefit plans in which the employees do   
not have a confidential right to render or vote stock held by the plan) or, (iv)
the business combination was approved by the Board of Directors of the          
corporation and ratified by two-thirds of the voting stock which the interested 
stockholder did not own. The three-year prohibition also does not apply to      
certain business combinations proposed by an interested stockholder following   
the announcement or notification of certain extraordinary transactions involving
the corporation and a person who had not been an interested stockholder during  
the previous three years or who became an interested stockholder with the       
approval of the majority of the corporation's directors. The term "business     
combination" is defined generally to include mergers or consolidations between a
Delaware corporation and an "interested stockholder," transactions with an      
"interested stockholder" involving the assets or stock of the corporation or its
majority-owned subsidiaries and transactions which increase an interested       
stockholder's percentage ownership of stock. The term "interested stockholder"  
is defined generally as a stockholder who, together with affiliates and         
associates, owns (or, within three years prior, did own) 15% or more of a       
Delaware corporation's voting stock. Section 203 could prohibit or delay a      
merger, takeover or other change in control of the Company and therefore could  
discourage attempts to acquire the Company.                                     

TRANSFER AGENT                                                                  

     The Transfer Agent, Conversion Agent and Registrar for the Common Stock and
Preferred Stock, and the Warrant Agent is Continental Stock Transfer & Trust    
Company.                                                                        

DIVIDEND POLICY                                                                 

   The Company has not previously paid any dividends since its inception and
except for cash dividends, if any, to be paid on its Series A and Series B      
Preferred Stock, currently intends to follow a policy of retaining all of its   
earnings, if any, to finance the development and continued expansion of its     
business. Except for dividends to be paid on the Company's Series A and Series B
Preferred Stock, which dividends may be paid in either cash or shares of the    
Company's Common Stock, there can be no assurance that dividends will ever be   
paid by the Company. Investors who anticipate the needs for dividends from their
investments should take into consideration this factor, among others, in        
deciding whether they should purchase Units and if, they purchase them, whether 
they should exercise their Warrants to purchase shares of the Company's Common  
Stock.                                                                          

TREASURY STOCK                                                                  

   In January 1996, the Company reacquired Shares of Common Stock of Class A
Warrants that previously had been held by certain shareholders for nominal      
consideration. All of such common stock is being held as treasury stock, and all
of such Class A Warrants were canceled.                                         

REGISTRATION RIGHTS                                                             

   The Unit Purchase Option will contain a "demand" right to require, on any
one occasion one year after the date of this Prospectus, the Company to file a  
registration statement with respect to the Common Stock and Class A Warrants    
(including Common Stock to be issued upon exercise of such Class A Warrants)    
(the "Registrable Securities") issuable upon exercise of the Representative's   
Unit Purchase Option in order to effect a public offering thereof, and certain  
"piggyback" rights to require the registration of such Registrable Securities in
certain registration statements filed by the Company with the Commission. Such  
registration rights may be transferred to any subsequent holder of the          
Registrable Securities. Holders of Registrable Securities may exercise their    
demand registration right with respect to all or part of their Registrable      
Securities provided, in either case, that the holders demanding registration    
represent not less than a majority of the Registrable Securities then           
outstanding. The Company has agreed to pay all expenses with respect to         

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registration pursuant to the demand registration right described above. The     
Company has also agreed to register the 337,500 shares of Series A Preferred    
Stock issued in connection with its Private Placement Financing completed in    
March 1996, no earlier than 12, nor later than 13, months after the Effective   
Date and to pay all expenses in connection therewith. The Common Stock into     
which such preferred stock is convertible is being registered under the         
Registration Statement of which this Prospectus forms a part.                   

LOCK-UP AGREEMENTS                                                              

 The Registration Statement of which this Prospectus forms a part covers
Additional Securities held by the Selling Securityholders, including certain    
Additional Securities held by Mr. Carmine Stella, who is Chairman of the Board, 
President and Chief Executive Officer of the Company, Mr. Eugene Fernandez, who 
is a Director of the Company, and Ms. Carol Macchiarulo, who is Secretary and   
Treasurer of the Company. Except for such Additional Securities being offered by
such persons, each of the officers, directors and 5% or greater shareholders of 
the Company has agreed not to sell any securities held by them, respectively,   
for a period of 24 months after the Effective Date (or such longer period not to
exceed 36 months as may be required by any applicable state blue sky law)       
without obtaining the prior written approval of the Representative (and, if     
required by applicable blue sky laws, the securities commissioners of any such  
states).                                                                        

SECURITIES ELIGIBLE FOR FUTURE SALE 

  Assuming (i) the exercise of all of the 1,659,000 Class A Warrants to be
outstanding after this Offering for 1,659,000 shares of Common Stock, (ii)      
conversion of the outstanding 337,500 shares of Series A Preferred Stock into   
337,500 shares of Common Stock, and (iii) conversion of the outstanding 300,000 
shares of Series B Preferred Stock into 300,000 shares of Common Stock (but     
excluding the 120,000 shares of Common Stock that the Representative may acquire
upon exercise of the Representative's Unit Purchase Option and the Class A      
Warrants issued thereunder), the Company would have outstanding 4,337,409 shares
of Common Stock after this Offering.                                            

Not all of the Company's outstanding securities are being registered  
hereby. Of the 4,337,409 shares of Common Stock outstanding upon completion of  
this Offering (assuming the exercise of all of the Class A Warrants and the     
conversion of the Series A and Series B Preferred Stock but excluding the       
120,000 shares of Common stock that the Representative may acquire upon exercise
of the Representative's Unit Purchase Option and the Class A Warrants issued    
thereunder), 2,632,500 shares of Common Stock are being registered hereby and   
1,824,909 shares of Common Stock are not being registered hereby. Of the        
1,659,000 Class A Warrants to be outstanding after this Offering (excluding the 
40,000 Class A Warrants issuable upon exercise of the Representative's Unit     
Purchase Option), 1,075,000 Class A Warrants are being registered hereby and    
584,000 Class A Warrants, which are held by certain members of management, are  
not being registered.                                                           

    All of the securities registered under the Registration Statement of which
this Prospectus is a part (excluding the Representative's Unit Purchase Option  
and the securities issuable thereunder) will be freely tradeable without        
registration under the Securities Act following their offer and sale except for 
securities purchased by an affiliate of the Company.                            

 Upon consummation of this Offering, an aggregate of 940,909 outstanding
shares of Common Stock, 584,000 outstanding Class A Warrants (and the 584,000   
shares of Common Stock for which such Class A Warrants may be exercised), and   
300,000 outstanding shares of Series B Preferred Stock (and the 300,000 shares  
of Common Stock into which it may be converted) will not have been registered   
under the Securities Act. In addition, the 337,500 shares of Series A Preferred 
Stock that were issued in the Company's 1996 Units Financing will also not have 
been registered under the Securities Act, although the 337,500 shares of Common 
Stock into which such Series A Preferred stock are convertible are being        
registered hereby. Such unregistered securities may, however, under certain     
circumstances, be available for public sale by means of ordinary brokerage      
transactions in the open market pursuant to Rule 144, promulgated under the     
Securities Act, subject to certain limitations.                                 

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In general, under Rule 144 as currently in effect, a securityholder,  
including an affiliate of the Company, may sell securities of the Company       
acquired prior to this Offering after at least one year has elapsed since such  
securities were acquired from the Company or an affiliate of the Company. The   
number of securities which may be sold within any three month period is limited 
to the greater of one percent of the then outstanding shares or other units of  
the class or the average weekly trading volume in such securities during the    
four calendar weeks preceding the date on which notice of such sale was filed   
under Rule 144. Certain other requirements of Rule 144 concerning availability  
of public information, manner of sale and notice of sale must also be satisfied.
In addition, a securityholder who is not an affiliate of the Company (and who   
has not been an affiliate of the Company for 90 days prior to the sale) and who 
beneficially owns securities acquired from the Company or an affiliate of the   
Company over two years previously may resell his or her securities without      
compliance with the foregoing requirements under Rule 144.                      

   Prior to this Offering, there has been no public market for the Shares or
Class A Warrants, and no predictions can be made as to the effect, if any, that 
sale of shares of Common Stock or Class A Warrants or the availability of shares
of Common Stock or Class A Warrants for sale will have on the prevailing market 
price of the Shares or Class A Warrants. Nevertheless, sales of substantial     
amounts of such securities in the public market could have an adverse effect on 
prevailing market prices for the Shares and Class A Warrants offered hereby.    

The holders of the Restricted Securities have agreed not to sell such 
securities (or any securities that may be issued upon conversion or exercise    
thereof) without the consent of the Representative for a period of two (2) years
after the Effective Date.                                                       

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UNDERWRITING

    Subject to certain conditions contained in the Underwriting Agreement, the
Representative has agreed to purchase from the Company the 800,000 Units offered
hereby.                                                                         

The Underwriting Agreement provides that the Representative will be   
obligated to purchase all of the Units offered hereby if any are purchased,     
subject to the approval of certain legal matters by their counsel and to certain
other conditions.                                                               

The Company has been advised by the Representative that it proposes to
offer the Units to the public at the initial public offering price set forth on 
the cover page of this Prospectus, and to certain selected dealers at such price
less a concession of $.3125 per Unit. The public offering price and concessions 
and discounts to dealers may be changed by the Representative after the initial 
public offering.                                                                

    The Company will pay to the Representative the underwriting commission set
forth on the cover page of this Prospectus upon payment for the Units by the    
Underwriters.                                                                   

    The Company has agreed to pay the Representative a non-accountable expense
allowance of 3% of the aggregate offering price of the Units offered hereby. The
Company has also agreed to pay all expenses in connection with qualifying the   
Securities for sale under the laws of such states as the Representative may     
designate, including expenses of counsel retained for such purpose. The         
Representative's expenses in excess of the non-accountable expense allowance,   
including its legal expenses (other than the aforesaid expenses of counsel) will
be borne by the Representative. To the extent that the expenses of the          
Representative are less than the non-accountable expense allowance, the excess  
may be deemed additional underwriting compensation.                             

The Company has agreed to sell the Unit Purchase Option to the        
Representative and/or its designees upon the closing of this Offering for       
$100.00. Such Unit Purchase Option may be exercised to purchase up to that      
aggregate number of shares of Common Stock and Class A Warrants as would be     
equal to 10% of the total number of Units sold pursuant to this Offering. The   
Unit Purchase Option will be exercisable at a price equal to 120% of the Price  
to Public of the Units offered hereby commencing one year from the date of this 
Prospectus and will remain exercisable for a period of three years after such   
date and grants the Representative certain demand and participatory rights to   
require registration of the shares of Common Stock and Class A warrants         
underlying the Unit Purchase Option under the Securities Act. The Class A       
Warrants included in the Unit Purchase Option are subject to redemption during  
the term of the Unit Purchase Option subject to the same terms and conditions as
the Class A Warrants sold to the public. During the first year of the Unit      
Purchase Option, it is restricted for sale, transfer assignment hypothecation   
for a period of one year from the Effective Date of the offering, except to     
officers and shareholders of the Representative or selected dealers or their    
officers or partners. Any profits realized by the Representative or its         
transferee upon the sale of the Unit Purchase Option or the securities issuable 
upon exercise thereof may be deemed to constitute additional underwriting       
compensation. During the term of the Unit Purchase Option, the holder(s) thereof
are given, at nominal cost, the opportunity to profit from a rise in the market 
price of the Common Stock.                                                      

     Upon exercise of the Class A Warrants commencing 12 months from the date of
this Prospectus, the Company will pay the Representative a warrant solicitation 
fee of 5% of the aggregate exercise price of Class A Warrants exercised (a      
portion of which the Representative may re-allow to another broker-dealer       

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soliciting the exercise), if (i) the market price of the Common Stock on the    
date the Class A Warrant is exercised is greater than the then exercise price of
the Class A Warrant; (ii) the exercise of the Class A Warrant was solicited by a
member of the NASD; (iii) the Class A Warrant is not held in a discretionary    
account; (iv) disclosure of the compensation arrangements was made (by delivery 
of this Prospectus or otherwise) both at the time of the Offering and at the    
time of exercise of the Class A Warrant; and (v) the solicitation of exercise of
the Class A Warrant is not in violation of Regulation M promulgated under the   
Exchange Act. No warrant solicitation fee will be paid to an NASD member unless 
such member has been designated in writing by the warrant holder.               

     In connection with the solicitation of warrant exercises, unless granted an
exemption by the Commission from its Regulation M, the Representative and any   
other soliciting broker-dealer will be prohibited from engaging in any          
market-making activities with respect to the Company's Securities for a period, 
prior to any solicitation activity for the exercise of Class A Warrants until   
the latter of (i) the termination of such solicitation activity, or (ii) the    
termination (by waiver or otherwise) of any right which the Representative or   
any other soliciting broker-dealer may have to receive a fee for the exercise of
Class A Warrants following such solicitation. As a result, the Representative or
any other soliciting broker-dealer may be unable to provide a market for the    
Company's Securities, should they desire to do so, during certain period while  
the Class A Warrants are exercisable.                                           

  The Underwriter has not entered into any plans, proposals, agreements or
understandings with any of the Selling Securityholders with respect to the      
purchase or sale of the Selling Securityholders' shares. In the event the       
Underwriter enters into any transaction with Selling Securityholders involving  
the sale of five percent (5%), but less than ten percent (10%) of the shares    
registered by Selling Securityholders in the aggregate hereunder, the Company   
will file a "sticker" supplement to this Registration Statement pursuant to Rule
424(c) of the Securities Act. Further, in the event the Underwriter enters into 
a transaction with Selling Securityholders involving the sale of ten percent    
(10%) or greater of the Selling Securityholders' shares, in the aggregate,      
registered hereunder, the Company shall have to file a post-effective amendment 
to this Registration Statement.                                                 

  For a period of five years from the date of this Prospectus, the Company
has agreed to recommend and use its best efforts to elect a designee of the     
Representative, at the option of the Representative, either as either a member  
of or a non-voting advisor to its Board of Directors.                           

The Representative has performed investment banking services for the  
Company in connection with its Private Placement Financings. As compensation for
such services, the Company paid the Representative aggregate selling commissions
of $135,000, reimbursed the Representative an aggregate of $13,500 for its      
expenses, and paid approximately $30,000 to the Representative's counsel for    
blue sky fees and expenses. In addition, the Company has paid approximately     
$15,000 to the Representative's counsel for blue sky fees and expenses in       
connection with this Offering (up to an additional $25,000 will be payable to   
such counsel for blue sky fees and expenses upon consummation of this Offering).

    Each of the Company's officers, directors and shareholders owning at least
5% of the outstanding shares of Common Stock prior to this Offering has agreed  
that he or she will not directly or indirectly sell, offer to sell, grant an    
option for the sale of, or otherwise dispose of, any of the Company's securities
owned by him or her for a period of 24 months following the Effective Date (or  
such longer period not to exceed 36 months as may be required under applicable  
state blue sky laws) without obtaining the prior written consent of the         
Representative.                                                                 

     In the Underwriting Agreement, the Company and the Underwriters have agreed
to indemnify each other against liabilities arising out of or based upon any    
untrue statement or alleged untrue statement of any material fact or omission or
alleged omission of a material fact required to be stated or necessary to make  
the statements made not misleading, in each case only to the extent made in     
reliance upon or in conformity with written information furnished by the        
respective party for use herein. If such indemnifications are unavailable or    
insufficient, the Company and the Underwriters have agreed to damage            
contribution arrangements between them based upon relative benefits received    
from this Offering and relative fault resulting in such damages.                

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The Representative does not intend to confirm sales of the Securities 
offered hereby to discretionary accounts.                                       

   The Company's Units, Common Stock and Class A Warrants have been approved
for listing on the NASDAQ Small Cap Market and Boston Stock Exchange. Prior to  
the Offering, there has been no public market for the Securities of the Company.
The initial public offering price of the Units and the exercise price of the    
Class A Warrants have been arbitrarily determined by negotiation between the    
Company and the Representative. Among the factors considered in determining the 
initial public offering price of the Units and the exercise price of such       
Warrants were the earnings and certain other financial and operating information
of the Company in the periods prior to the Offering, the future prospects of the
Company and its industry in general, the general condition of the securities    
markets at the time of this Offering, and the market prices of securities and   
certain financial and operating information of companies engaged in activities  
similar to those of the Company. There can be no assurance, however, that the   
prices at which the Units, Common Stock and Class A Warrants will sell in the   
public market after this Offering will not be lower than the prices at which    
they are sold by the Representative.                                            

    The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the    
offices of the Company, the Representative and the Commission.                  

LEGAL MATTERS 

 Certain legal matters in connection with this Offering are being passed
upon for the Company by Weber & Weber, 300 Rabro Drive, Hauppauge, New York     
11788. Counsel for the Representative in connection with this Offering is the   
law office of Sayid and Associates, 411 Hackensack Avenue, Hackensack, New      
Jersey 07601.                                                                   

EXPERTS 

    The financial statements included in this Registration Statement have been
examined and certified by Feldman Radin & Co., P.C., independent certified      
public accountants, as set forth in their report appearing elsewhere herein, and
are included in reliance upon such report and upon the authority of said firm as
experts in accounting and auditing.                                             

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CAPITAL BEVERAGE CORPORATION

FINANCIAL STATEMENTS

INDEX 

YEARS ENDED DECEMBER 31, 1996 AND 
1995 AND THREE MONTHS ENDED 
MARCH 31, 1997 AND 1996 (THE FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED 
MARCH 31, 1997 AND 1996 ARE UNAUDITED)

                                                        [Enlarge/Download Table]

                                                                                      PAGE 
                                                                                     NUMBER
                                                                                     ------
                                                                                           
INDEPENDENT AUDITORS' REPORT........................................................   F-2 
FINANCIAL STATEMENTS                                                                       

  Balance Sheet.....................................................................   F-3 

  Statement of Operations...........................................................   F-4 

  Statement of Stockholders' Equity.................................................   F-5 

  Statement of Cash Flows...........................................................   F-6 

  Notes to Financial Statements.....................................................   F-7 

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INDEPENDENT AUDITORS' REPORT

Capital Beverage Corporation                                                    
Bronx, New York                                                                 

We have audited the accompanying balance sheet of Capital Beverage    
Corporation as of December 31, 1996 and the related statements of operations,   
stockholders' equity and cash flows for each of the years in the two-year period
ended December 31, 1996. These financial statements are the responsibility of   
the Company's management. Our responsibility is to express an opinion on these  
financial statements based on our audit.                                        

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.          

    In our opinion, the financial statements referred to above present fairly,
the financial position of Capital Beverage Corporation as of December 31, 1996  
and the results of its operations and its cash flows for each of the years in   
the two-year period ended December 31, 1996 in conformity with generally        
accepted accounting principles.                                                 

                             FELDMAN RADIN & CO., P.C.

New York, New York                                                              
March 31, 1997                                                                  

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CAPITAL BEVERAGE CORPORATION

BALANCE SHEET 

                                                        [Enlarge/Download Table]

                                                                     MARCH 31,    DECEMBER 31,
                                                                       1997           1996    
                                                                    -----------   ------------
                                                                    (UNAUDITED)               
                                                                                              
                                             ASSETS                                           
CURRENT ASSETS:                                                                               
  Cash............................................................. $    88,248    $  126,927 
  Accounts receivable -- trade, net of allowance for doubtful                                 
     accounts of $20,000 and $50,000 respectively..................     353,253       496,479 
  Inventories......................................................     379,240       343,344 
  Prepaid expenses.................................................       1,354         1,521 
                                                                     ----------    ---------- 
          TOTAL CURRENT ASSETS.....................................     822,095       968,271 
PROPERTY AND EQUIPMENT, less accumulated depreciation                                         
  of $57,343.......................................................      47,657        50,327 
OTHER ASSETS                                                                                  
  Intangible assets, less accumulated amortization of $200,000 and                            
     160,000 respectively..........................................   1,400,000     1,440,000 
  Deferred registration costs......................................     130,783       130,783 
  Due from affiliate...............................................          --        57,837 
  Deposits.........................................................       3,290         3,290 
                                                                     ----------    ---------- 
                                                                    $ 2,403,825    $2,650,508 
                                                                     ==========    ========== 
                              LIABILITIES AND STOCKHOLDERS' EQUITY                            
CURRENT LIABILITIES:                                                                          
  Accounts payable................................................. $   106,358    $  104,904 
  Accrued expenses and taxes.......................................      93,531       174,315 
  Notes Payable -- Bridge Loans....................................     250,000       250,000 
  Current portion of long-term debt................................      58,552        56,886 
  Accrued dividends on preferred stock.............................     172,125       136,500 
                                                                     ----------    ---------- 
          TOTAL CURRENT LIABILITIES................................     680,566       722,605 
                                                                     ----------    ---------- 
LONG-TERM DEBT.....................................................     675,039       695,123 
STOCKHOLDERS' EQUITY                                                                          
  7% Cumulative Convertible Series A Preferred Stock,                                         
     $.01 par value; 1,000,000 authorized shares;                                             
     337,500 shares issued and outstanding at                                                 
     March 31, 1997 and December 31, 1996;                                                    
     liquidation preference $1,350,000.............................   1,215,000     1,215,000 
  7% Cumulative Series B Preferred Stock, par value $.01;                                     
     300,000 shares issued and outstanding.........................       3,000         3,000 
  Common stock, $.001 par value; 20,000,000 authorized shares;                                
     1,240,909 outstanding after deducting 886,364 shares in                                  
     treasury......................................................       1,241         1,241 
  Additional paid in capital.......................................     348,333       348,333 
  Retained earnings (deficit)......................................    (519,354)     (334,794)
                                                                     ----------    ---------- 
          TOTAL STOCKHOLDERS' EQUITY...............................   1,048,220     1,232,780 
                                                                     ----------    ---------- 
                                                                    $ 2,403,825    $2,650,508 
                                                                     ==========    ========== 

See notes to financial statements 

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CAPITAL BEVERAGE CORPORATION

STATEMENT OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                                          THREE MONTHS ENDED    
                                           YEARS ENDED DECEMBER 31,            MARCH 31,        
                                          --------------------------   -------------------------
                                             1996            1995         1997           1996   
                                          -----------     ----------   ----------     ----------
                                                                              (UNAUDITED)       
                                                                                                
REVENUES:                                                                                       
  Net sales.............................. $12,233,607     $6,926,789   $1,880,039     $2,503,597
  Cost of goods sold.....................  10,893,582      6,422,489    1,622,111      2,209,688
                                          -----------     ----------   ----------     ----------
     GROSS PROFIT........................   1,340,025        504,300      257,928        293,909
COSTS AND EXPENSES:                                                                             
  Selling and delivery...................     141,834         56,083       44,147          5,611
  General and administrative.............   1,212,293        445,689      333,621        152,627
                                          -----------     ----------   ----------     ----------
                                            1,354,127        501,772      377,768        158,238
                                          -----------     ----------   ----------     ----------
     INCOME (LOSS) FROM OPERATIONS.......     (14,102)         2,528     (119,840)       135,671
                                          -----------     ----------   ----------     ----------
INTEREST EXPENSE.........................     164,319         14,476       25,567          7,837
                                          -----------     ----------   ----------     ----------
INCOME (LOSS) BEFORE INCOME TAXES........    (178,421)       (11,948)    (145,407)       127,834
INCOME TAXES.............................                      3,360        3,528         12,000
                                          -----------     ----------   ----------     ----------
NET INCOME (LOSS)........................    (178,421)       (15,308)    (148,935)       115,834
PRO-FORMA INCOME TAXES...................          --             --           --         40,542
                                          -----------     ----------   ----------     ----------
PRO-FORMA NET INCOME (LOSS).............. $  (178,421)    $  (15,308)  $ (148,935)    $   75,292
                                          ===========     ==========   ==========     ==========
PRO-FORMA NET INCOME (LOSS)                                                                     
  PER COMMON SHARE....................... $     (0.24)    $    (0.03)  $    (0.16)    $     0.06
                                          ===========     ==========   ==========     ==========
WEIGHTED AVERAGE NUMBER OF COMMON                                                               
  SHARES.................................   1,240,909      1,240,909    1,240,909      1,240,909
                                          ===========     ==========   ==========     ==========

See notes to financial statements 

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CAPITAL BEVERAGE CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]

                                  PREFERRED STOCK        COMMON STOCK     ADDITIONAL                  TOTAL    
                               ---------------------  ------------------   PAID-IN    RETAINED    STOCKHOLDERS'
                                SHARES      AMOUNT     SHARES     AMOUNT   CAPITAL    EARNINGS       EQUITY    
                               --------   ----------  ---------   ------  ----------  ---------   -------------
                                                                                                               
Balance January 1, 1995....... $     --   $    3,000  1,240,909   $1,241   $ 45,759   $  51,032    $   101,032 
  Net loss....................       --           --         --      --          --     (15,308)       (15,308)
  Contribution by principal                                                                                    
    stockholder...............       --           --         --      --     302,574          --        302,574 
  Dividends payable to                                                                                         
    preferred shareholders....       --           --         --      --          --     (21,000)       (21,000)
  Distributions...............       --           --         --      --          --     (23,300)       (23,300)
                                -------   ----------  ---------   -----    --------   ----------    ---------- 
Balance December 31, 1995.....       --        3,000  1,240,909   1,241     348,333      (8,576)       343,998 
  Net loss....................       --           --         --      --          --    (178,421)      (178,421)
  Issuance of Preferred Stock,                                                                                 
    less related costs........  337,500    1,215,000         --      --          --          --      1,215,000 
  Dividends payable to                                                                                         
    preferred shareholders....       --           --         --      --          --    (115,500)      (115,500)
  Distributions to Common                                                                                      
    Shareholders..............       --           --         --      --          --     (32,297)       (32,297)
                                -------   ----------  ---------   -----    --------   ----------    ---------- 
Balance December 31, 1996.....  337,500    1,218,000  1,240,909   1,241     348,333    (334,794)     1,232,780 
  Net loss for the period.....       --           --         --      --          --    (148,935)      (148,935)
  Dividends on preferred                                                                                       
    stock.....................       --           --         --      --          --     (35,625)       (35,625)
                                -------   ----------  ---------   -----    --------   ----------    ---------- 
Balance March 31, 1997                                                                                         
  (Unaudited).................  337,500   $1,218,000  1,240,909   $1,241   $348,333   $(519,354)   $ 1,048,220 
                                =======   ==========  =========   =====    ========   ==========    ========== 

See notes to financial statements 

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CAPITAL BEVERAGE CORPORATION

STATEMENT OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                    YEAR ENDED DECEMBER     THREE MONTHS ENDED   
                                                            31,                  MARCH 31,       
                                                   ---------------------   --------------------- 
                                                      1996        1995       1997        1996    
                                                   ----------   --------   ---------   --------- 
                                                                                (UNAUDITED)      
                                                                           --------------------- 
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                            
  Net income (loss)............................... $ (178,421)  $(15,308)  $(148,935)  $ 115,834 
                                                   ----------   --------   ---------   ----------
  Adjustments to reconcile net income (loss) to                                                  
     net cash provided by operating activities:                                                  
     Depreciation and amortization................    170,423     10,167      42,670      42,542 
  Changes in assets and liabilities:                                                             
     (Increase) decrease in accounts receivable...   (496,479)        --     143,226    (273,521)
     (Increase) decrease in inventories...........    117,096     38,272     (35,896)   (124,800)
     (Increase) decrease in prepaid expenses......      5,887      3,771         167         517 
     (Increase) decrease in other assets..........         --      4,728          --          -- 
     (Decrease) increase in accounts payable and                                                 
       accrued expenses...........................    135,446     47,151     (79,330)     53,711 
                                                   ----------   --------   ---------   ----------
                                                      (67,627)   104,089      70,837    (301,551)
                                                   ----------   --------   ---------   ----------
NET CASH PROVIDED (USED) BY OPERATING                                                            
  ACTIVITIES......................................   (246,048)    88,781     (78,098)   (185,717)
                                                   ----------   --------   ---------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES                                                             
  Acquisition of Pabst rights.....................   (800,000)        --          --    (800,000)
                                                   ----------   --------   ---------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                            
  Payment of note payable -- other................   (106,491)        --     (18,418)         -- 
  Payment of note payable -- bank.................         --    (42,000)         --     (10,500)
  Proceeds from Bridge loans......................    250,000         --          --             
  Deferred registration costs.....................   (130,783)        --          --    (221,195)
  Due from affiliate..............................    (52,837)    (5,000)     57,837          -- 
  Issuance of preferred stock.....................  1,215,000         --          --   1,300,000 
  Distributions to stockholder....................    (32,297)   (23,300)         --     (11,197)
                                                   ----------   --------   ---------   ----------
NET CASH (USED) PROVIDED BY FINANCING                                                            
  ACTIVITIES......................................  1,142,592    (70,300)     39,419   1,057,108 
                                                   ----------   --------   ---------   ----------
INCREASE (DECREASE) IN CASH AND CASH                                                             
  EQUIVALENTS.....................................     96,544     18,481     (38,679)     71,391 
CASH AND CASH EQUIVALENTS -- BEGINNING OF                                                        
  PERIOD..........................................     30,383     11,902     126,927      30,383 
                                                   ----------   --------   ---------   ----------
CASH AND CASH EQUIVALENTS -- END OF PERIOD........ $  126,927   $ 30,383   $  88,248   $ 101,774 
                                                   ==========   ========   =========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                
  Cash paid for interest.......................... $  144,319   $ 14,476   $  10,567   $   7,837 
                                                   ==========   ========   =========   ==========
  Cash paid for taxes.............................              $  3,360   $  11,877   $         
                                                   ==========   ========   =========   ==========

See notes to financial statements 

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995

1.  BASIS OF PRESENTATION AND BUSINESS                                          

     Capital Beverage Corporation (the "Company") was formed in December 1995 to
operate as a wholesaler and retailer of beer and other beverages from its       
premises in the Bronx, New York. The Company entered into an Agreement and Plan 
of Merger with Vito Santoro, Inc., ("VSI"), a company related by common         
ownership interests (the "Merger") on January 31, 1997. All of the issued and   
outstanding common shares of VSI were canceled and all of its assets and        
liabilities will be transferred to Capital. VSI subsequently went out of        
existence. In addition, the existing sole stockholder of VSI (who is also a     
significant stockholder of the Company), received 300,000 shares of the         
Company's Series B Cumulative Convertible Preferred Stock. In connection with   
the Merger, the Company has received an independent appraisal regarding the     
valuation of VSI for purposes of determining the consideration to be paid to Mr.
Stella. Based upon that independent appraisal, the Company determined to issue  
to Mr. Stella 300,000 shares of the cumulative convertible Series B Preferred   
Shares referred to above.                                                       

In accordance with Staff Accounting Bulletin Topic 5G, issued by the  
Securities and Exchange Commission, the Merger has been accounted as a          
combination of commonly controlled entities and is recorded at the transferors  
historical cost basis. Accordingly, the financial statements presented herein   
present the financial position and results of operations and cash flows for VSI 
and the Company as if they had been combined for all periods presented.         

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

    Cash and Cash Equivalents -- The Company considers as cash equivalents all
highly liquid investments with an original maturity of three months or less.    

  Inventory -- Inventory is stated at the lower of cost, determined by the
first-in, first-out method, or market and is comprised of beer and other        
beverages.                                                                      

     Property and Equipment -- Property and equipment are stated at cost and are
depreciated over the estimated useful lives of the related assets, ranging from 
6 to 15 years. Depreciation is computed on the straight-line and accelerated    
methods for both financial reporting and income tax purposes.                   

Income Taxes -- The Company follows Statement of Financial Accounting 
Standards No. 109 -- Accounting for Income Taxes, which requires recognition of 
deferred tax assets and liabilities for the expected future tax consequences of 
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are determined based on the    
differences between the financial statement and tax bases of assets and         
liabilities using enacted tax rates in effect for the year in which the         
differences are expected to reverse.                                            

Accounting Estimates -- The preparation of financial statements in    
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that effect 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.         

    Intangibles -- Intangible assets (consisting principally of the license to
distribute certain products in a significant portion of the greater New York    
City area), are recorded at cost, less amortization, which is provided on a     
straight-line basis over the initial term of the agreement which is ten years.  

     Revenue Recognition -- Wholesale sales are recognized at the time the order
is shipped. Retail sales are net of returns and exclude sales tax.              

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995 -- (CONTINUED) 

New Accounting Pronouncements -- In 1995, the Financial Accounting    
Standards Board issued Statement No. 121, "Accounting for the Impairment of     
Long-Lived Assets to be Disposed Of" which requires impairment costs to be      
recorded on long-lived assets used in operations when indicators of impairment  
are present and the undiscounted cash flows estimated to be generated by those  
assets are less than the asset's carrying amount. The Company adopted Statement 
No. 121 in the first quarter of 1996 and, the effect of adoption was not        
material.                                                                       

 Deferred Registration Costs -- Costs incurred in the preparation of the
registration statement regarding the Company's proposed Initial Public Offering 
of its common stock, including legal and professional fees, have been deferred  
at December 31, 1996. Such costs will be charged to Paid In Capital upon the    
successful completion of the offering and charged to operations if the offering 
is not consummated.                                                             

Earnings per common share -- Earnings per common share are computed by
dividing net earnings available to common shareholders (net income less         
preferred stock dividends) by the weighted average number of common shares and, 
as appropriate, dilutive common stock equivalents outstanding for the period.   
Common stock options are considered to be common stock equivalents.             

Interim financial statements -- The unaudited condensed consolidated  
financial statements as of March 31, 1997 and 1996 and for the quarterly periods
then ended include all adjustments (consisting of normal recurring adjustments) 
considered necessary for a fair presentation. The results of operations for     
interim periods are not necessarily indicative of the results which may be      
expected for the entire year.                                                   

3.  ACQUISITION OF RIGHTS TO DISTRIBUTE CERTAIN PRODUCTS                        

In January 1996, the Company acquired from Consolidated Beverage      
Corporation the exclusive rights to distribute Pabst Products within the        
Territory.                                                                      

In consideration for these rights the Company is to pay Consolidated  
Beverage Corporation the sum of $1,600,000 payable in the following manner:     
$800,000 prior to or at closing; and the balance of $800,000 through delivery of
a series of 120 promissory notes, in the amount of $10,000 each, inclusive of   
interest at 9% per annum.                                                       

Upon the acquisition of the Pabst Distribution Rights, the Company    
simultaneously entered into an agreement with Pabst as part of the              
"Distributorship Agreement" to use its best efforts to market and sell the Pabst
products to each prospective account located within the Territory. As part of   
the agreement the Company is required to have an annual sales and marketing     
plan, maintain an adequate capital and cash flow to ensure competitive strength,
maintain warehouse facilities which meet Pabst's physical and quality standards,
establish stock rotation procedures for Pabst products, among other general     
requirements to promote the sale of Pabst products. Additionally, the agreement 
requires the prior written approval of Pabst Brewing Corporation if any of the  
following occur; (a) there is a change in ownership, sale, transfer, assignment,
or other disposition which results in a change in control of the Company's      
business. For purposes of the agreement, the term change in control means record
or beneficial ownership of the following: (a) 33 percent or more of the         
Company's voting stock; (b) 33 percent or more interest in the Company's        
business, or (c) 33 percent or more interest in an entity which owns 51% or more
of the Company's common stock. As a result of the contemplated initial public   
offering of the Company's common shares, the Company is required to obtain      
Pabst's prior written consent pursuant to the terms discussed herein. Such      
written consent has not yet been received.                                      

     Pabst may terminate the agreement immediately upon the occurrence of any of
the following events: (a) assignment or attempted assignment for the benefit of 
creditors of the Company or insolvency of the Company; (b) institution of       
voluntary or involuntary bankruptcy proceedings or for receivership or          
dissolution; (c) nonpayment by the Company of sums oast due and owing to Pabst, 
which sums continue to remain owing                                             

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995 -- (CONTINUED) 

upon the expiration of twenty (20) days after written notice of non-payment to  
the Company by Pabst; (d) fraudulent conduct of the Company; (e) Loss by the    
Company of any federal, state or local license required by law or necessary in  
order to carry out the Company's duties as a distributor of Pabst products; (f) 
attempted assignment of the Distributorship Agreement by the Company or change  
in control of the Company's business without the prior written approval of      
Pabst; (g) violation by the Company of its obligations to sell Pabst Products   
(as defined) only within the territory and/or its obligation to solicit every   
retail account within the territory and to use its best efforts to market and   
promote the Pabst Products and protect their quality.                           

   Pabst may also terminate the distributorship agreement if (a) the Company
fails to perform its duties and responsibilities in the reasonable judgment of  
Pabst or (b) the Company breaches any of its responsibilities contained in the  
Distributorship Agreement.                                                      

4.  FAIR VALUE OF FINANCIAL INSTRUMENTS                                         

   The carrying values of cash and cash equivalents, accounts receivable and
payable and accrued liabilities approximate their fair values due to the        
short-term maturities of these assets and liabilities.                          

The fair value of the preferred stock, which was issued in a private  
placement, is estimated at carrying value as such securities are not traded in  
the open market and a market price is not readily available.                    

5.  STOCKHOLDERS' EQUITY                                                        

General -- The authorized capital stock of the Company consists of    
20,000,000 shares of common stock, par value $.001 per share, and 1,000,000     
shares of 7% Cumulative Convertible Preferred Stock.                            

   Treasury Stock -- On January 24, 1996, the Company reacquired for nominal
consideration shares of common stock and existing common stock purchase warrants
previously owned by certain shareholders. All such reacquired common stock will 
be held as treasury shares, and all existing warrants acquired from these       
shareholders have been canceled. This transaction has been given retroactive    
effect for all periods presented.                                               

  Preferred Stock -- In 1996 the Company issued 337,500 shares of $.01 par
value 7% Cumulative Convertible Preferred Stock, Series A ("Preferred Stock").  
The Preferred Stock is convertible into 1 share of the Company's common stock,  
subject to adjustments in certain events including: (i) subdivisions or         
combinations of shares of common stock, and (ii) reclassifications,             
consolidations, mergers and similar transactions.                               

  Such conversion may be effected at the option of the holder of shares of
Preferred Stock during the period commencing 180 days and terminating 360 days  
after the effective date of a registration statement filed pursuant to the      
Securities Act of 1933 offering shares of the Company's common stock in an      
initial public offering, unless the Company's underwriter and the Company       
consent to the exercise of the option prior to the 180th day.                   

   The terms of the Series A and B Preferred Stock are substantially similar
except that the Series A ranks senior to the Series B with respect to payment of
dividends and payment upon liquidation of the Company. Additionally, the Series 
B Preferred Stock is convertible into common shares at any time during the three
year period commencing 180 days after the effective date of the Company's       
initial public offering. The preferred shares have a liquidation preference of  
$4.00 per share.                                                                

  Common stock warrants -- During 1996, in connection with the issuance of
the preferred stock referred to above, the Company issued 675,000 Class A       
warrants to the holders of the preferred stock. The Class A warrants entitle the
holder thereof to purchase one share of the Company's common stock at an        
exercise price of $5.00 per share. Unless previously redeemed by the Company,   
the warrants are exercisable at any time                                        

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995 -- (CONTINUED) 

commencing on the date of issuance thereof until the close of business on the   
day prior to fourth anniversary of the effective date.                          

In addition, during December 1995 the Company issued an aggregate of  
584,000 Class A warrants to certain officers and directors of the Company.      

6.  PROPERTY AND EQUIPMENT                                                      

     Property and equipment are summarized by major classifications, as follows:

                                                                [Download Table]

                                                                  DECEMBER 31,
                                                                      1996    
                                                                  ------------
                                                                              
Equipment.......................................................    $ 37,000  
Furniture and fixtures..........................................       8,000  
Leasehold improvements..........................................      60,000  
                                                                    --------  
                                                                    $105,000  
Less: Accumulated depreciation and amortization.................      54,673  
                                                                    --------  
          Total.................................................    $ 50,327  
                                                                    ========  

7.  LONG TERM DEBT                                                              

  In connection with the acquisition of the exclusive rights to distribute
certain beer and malt liquor products in the Greater New York City area. The    
Company issued a note to the seller of such right. The note is payable in 120   
monthly installments of principal and interest of $10,000 yielding an effective 
interest rate of 9%. The note is collateralized by the distribution agreement.  

                                                                [Download Table]
                                                                            
Total Debt........................................................  $752,009
Less current portion..............................................    56,886
                                                                    --------
Long-term Debt....................................................  $695,123
                                                                    ========

Five year maturities of the long-term debt are as follows:            

                                                                [Download Table]

DECEMBER 31,                                                               
------------------------------------------------------------------         
                                                                           
1997                                                                $56,886
1998..............................................................   57,298
1999..............................................................   62,480
2000..............................................................   68,130
2001..............................................................   74,292

8.  BRIDGE FINANCING                                                            

   In June 1996, the Company conducted a private offering under Section 4(2)
of the Securities Act and Regulation D promulgated thereunder, of its 12%       
Convertible Bridge Notes ("Bridge Financing"). The Convertible Bridge Notes were
purchased by two (2) accredited investors for aggregate gross offering proceeds 
of $250,000. Subsequently, in January 1997, these two (2) investors transferred 
the Convertible Bridge Notes to nine (9) unaffiliated investors. The Convertible
Bridge Notes, including accrued interest thereon, are due one (1) year after    
issuance but will automatically be converted into an aggregate of 2,500,000     
Class A Warrants upon the Effective Date. The Company retained Investors        
Associates Inc. as its exclusive placement agent (the "Placement Agent") in     
connection with such private placement. As compensation for services as         
Placement Agent, the Company paid Investors Associates Inc. a selling commission
equal to 10%                                                                    

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995 -- (CONTINUED) 

of the gross proceeds of the Bridge Financing in ($25,000) and a non-accountable
expense allowance of 1% of such gross proceeds ($2,500). The proceeds of the    
Bridge Financing were used principally for purchase of inventory of Pabst       
Products, for legal fees related to such financing and general corporate        
purposes. In June 1997, the holders of all of the Convertible Bridge Note waived
their right to convert the notes into Class A Warrants. The Convertible Bridge  
Notes will be repaid in full with the proceeds of this offering.                

9.  DUE TO SHAREHOLDER                                                          

     In March 1996, Mr. Carmine Stella made an interest free loan to the Company
in the amount of $185,000 to provide it with cash flow during the operating     
deficit that occurred during the quarter ended March 31, 1996. The Company      
repaid Mr. Stella during the second and third fiscal quarters of 1996.          

10.  COMMITMENTS                                                                

In December 1995, the Company entered into a lease with East Tremont  
Partners, pursuant to which it agreed to lease approximately 7,000 square feet  
of retail and warehousing space for a term of five (5) years commencing on April
1, 1996 and continuing until May 31, 2001. Total monthly payments under such    
lease are $5,000, subject to adjustment during subsequent years of the lease    
term. East Tremont Partners is a New York partnership in which Mr. Stella holds 
a one-sixth interest. Management of the Company believes that the rent paid by  
it under this lease is less than the fair market value of similar premises      
within the area in which such premises are located.                             

In January 1996, the Company entered into a lease with East Tremont   
Partners under which it agreed to lease 15,000 square feet of administrative    
office and warehousing space for a term of five (5) years commencing on April 1,
1996 and continuing until May 31, 2001. The initial monthly rent under such     
lease is $5,000, subject to adjustment during the term of the lease. East       
Tremont Partners is a New York partnership in which Mr. Stella holds a one-sixth
interest. Management of the Company believes that the rent paid by the Company  
under this lease is less than what it would be required to pay for similar      
premises within the area in which the Company's administrative offices are      
located.                                                                        

The following minimum rental payments are due with respect to the     
aforementioned leases:                                                          

                                                                [Download Table]

YEAR ENDING DECEMBER 31,                                                      
--------------------------------------------------------------------          
                                                                              
1997................................................................   125,250
1998................................................................   126,000
1999................................................................   127,750
2000................................................................   128,500
2001................................................................    55,000
          Total minimum rental payments.............................  $562,500

   The Company entered into an employment agreement with its Chief Executive
Officer, effective August 1, 1996, pursuant to which the officer receives an    
annual salary of $300,000. This officer received no compensation from either the
Company or Vito Santoro, Inc. for the year ended December 31, 1995. For the year
ended December 31, 1996, the officer received compensation of $125,000 pursuant 
to the agreement.                                                               

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CAPITAL BEVERAGE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 1996 AND 1995 -- (CONTINUED) 

11.  INCOME TAXES                                                               

The income tax provision consists of the following:                   

                                                                [Download Table]

                                                                  YEAR ENDED    
                                                                 DECEMBER 31,   
                                                               -----------------
                                                                1996       1995 
                                                               ------     ------
                                                                                
Federal:   Current...........................................  $   --     $   --
           Deferred..........................................      --         --
                                                               ------     ------
                                                                   --         --
                                                               ------     ------
State:     Current...........................................      --      3,360
           Deferred..........................................      --         --
                                                               ------     ------
                                                                   --      3,360
                                                               ------     ------
          Total Tax Provision................................  $   --     $3,360
                                                               ======     ======

    The tax provision for 1996 and 1995 differs from the amount computed using
the statutory federal income tax rate since VSI operated as an 'S' corporation  
for income tax purposes in those years. Pursuant to subchapter 'S' of the       
Internal Revenue Code, shareholders rather than the corporation are taxed       
directly on their allocable share of the Company's taxable income. Taxes        
provided in the accompanying financial statements consists of New York City     
income taxes (benefit) as New York City does not recognize the federal 'S'      
corporation status. Effective January 31, 1997, VSI merged into Capital Beverage
Corporation and went out of existence, thereby terminating its "S" Corporation  
election. Subsequent to January 31, 1997, any earnings of the Company will be   
fully subject to federal, state and local income taxes.                         

   Pro forma income taxes have been provided to reflect the taxes that would
have been provided as if the Company had not operated as an 'S' Corporation.    

12.  CONCENTRATION OF CREDIT RISK                                               

The Company is subject to credit risk through trade receivables and   
short-term cash investments. Credit risk with respect to trade receivables is   
mitigated to a degree because of management's knowledge of the local marketplace
and the relative creditworthiness of the customers to which it extends credit.  
Short-term cash investments are placed with high credit quality financial       
institutions, thereby limiting the amount of credit exposure.                   

  The Company's operations, and therefore its revenues are concentrated in
the New York City Metropolitan area. Additionally, the majority of the Company's
revenues are derived from the sale of alcoholic beverages. Downturns in New York
City's economic activities and/or negative changes in the publics perception of 
the consumption of alcoholic beverages may adversely affect the Company's       
operations.                                                                     

13.  MAJOR CUSTOMER AND SUPPLIER INFORMATION (INFORMATION WITH RESPECT TO THE   
INTERIM PERIODS ENDED MARCH 31, 1996 AND MARCH 31, 1997 IS UNAUDITED)           

     During the year ended December 31, 1996, sales to two significant customers
represented approximately 37% and 14% of net sales in that year, respectively.  

 During 1996, purchases of Pabst products were approximately $5,400,000.

     Sales to two significant customers represented approximately 43% and 12% of
net sales and 45% and 13% of net sales for the three months ended March 31, 1996
and March 31, 1997, respectively.                                               

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======================================================                          
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY      
INFORMATION OR TO MAKE ANY REPRESENTATIONS EITHER THAN THOSE CONTAINED IN THIS  
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN  
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING  
BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY 
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE   
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO 
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.      
------------------------
TABLE OF CONTENTS 

                                                                [Download Table]

                                        PAGE 
                                        -----
                                             
Additional Information................      3
Prospectus Summary....................      4
The Company...........................      4
The Offering..........................      5
Summary Financial Information.........      7
Risk Factors..........................      8
Use of Proceeds.......................     17
Dividend Policy.......................     18
Capitalization........................     19
Dilution..............................     20
Selected Financial Information........     21
Management's Discussion and Analysis         
  of Financial Condition and Results         
  of Operations.......................     22
Business..............................     25
Management............................     31
Principal Shareholders................     33
Selling Securityholders...............     34
Certain Transactions..................     35
Description of Securities.............     36
Securities Eligible for Future Sale...     43
Underwriting..........................     45
Legal Matters.........................     47
Experts...............................     47
Index to Financial Statements.........    F-1

------------------------

UNTIL AUGUST 11, 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL      
BROKER-DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR  
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN   
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR           
SUBSCRIPTIONS.                                                                  
======================================================                          

======================================================                          

CAPITAL BEVERAGE CORPORATION

800,000 UNITS 
EACH UNIT CONSISTING
OF
ONE SHARE OF COMMON STOCK 
AND 
ONE-HALF (1/2)
CLASS A COMMON STOCK
PURCHASE WARRANT
------------------------

R.D. WHITE & CO., INC.
JULY 17, 1997 
======================================================                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B4’ Filing		Date		First		Last			Other Filings
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		12/31/97		21					10KSB40,  NT 10-K
		8/11/97		60
Filed on:		7/22/97		1
		7/17/97		1		60			8-A12B/A
		4/15/97		28		29
		3/31/97		7		59
		1/31/97		4		59
		1/3/97		30
		12/31/96		4		59
		8/1/96		7		58
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		5/31/96		10
		4/1/96		28		58
		3/31/96		21		59
		1/24/96		56
		1/3/96		4		22
		12/31/95		4		59
		12/6/95		30		36
		12/5/95		4		25
		1/1/95		52
		12/31/94		30
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