
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                           Date of Report: May 4, 2001

                          Capital Beverage Corporation
             (Exact name of registrant as specified in its charter)


      Delaware                   0-13181                    13-3878747
  (State or other             (Commission                 (IRS Employer
  jurisdiction of             File Number)                Identification No.)
     formation)


                 1111 East Tremont Avenue, Bronx, New York 10460
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (718) 409-2337



          (Former name or former address, if changes since last report)




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Item 5.  Other Events

                  Capital Beverage Corporation (the "Company") announced that it
has  entered  into  an  Asset  Purchase  Agreement,   dated  May  4,  2001  (the
"Agreement"),  to acquire certain assets and  liabilities of Prospect  Beverages
Inc., a New York  corporation  ("Prospect").  Prospect is a Brooklyn based Pabst
Distributor of Colt-45 Malt Liquor and other beverages.

                  Pursuant to the Agreement, the Company will  purchase  all  of
the  assets of  Prospect's  business  which  relate to  Prospect's  business  of
distributing beverages,  including among other things, beer distribution rights,
properties, rights, leases, interests, goods and customer lists of Prospect. The
purchase  price of the  assets  consists  of the  assumption  by the  Company of
certain  liabilities  of Prospect and the issuance to Prospect  shareholders  of
five hundred thousand (500,000) shares of the common stock of the Company.

                  Pabst  Brewing  Company,  the  key  supplier to  approve  this
transaction,  has already approved the transfer of the  distribution  rights for
the Pabst Brewing  Company brands from Prospect to the Company.  Pursuant to the
Agreement,  upon the approval of certain  manufacturers and brewers,  Prospect's
other  distribution  rights and territories  will be transferred to the Company.
The  transaction  is  also  contingent  upon  the  Company  obtaining  necessary
financing in order to replace Prospect's current debt position,  which financing
is currently being arranged.

                  The foregoing description of the transactions  contemplated by
the Agreement is a summary only and is qualified in its entirety by reference to
the complete copy of the Asset Purchase Agreement attached as an exhibit to this
Form 8-K.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.
         --------

(1)      Press Release of the Company, dated May 7, 2001.
(2)      Asset Purchase Agreement, dated May 4, 2001.




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                                   SIGNATURES



                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.

                                          CAPITAL BEVERAGE CORPORATION



                               By:      /s/ Carmine Stella
                                        --------------------------
                                        Name: Carmine Stella
                                        Title:  Chief Executive Officer


Dated:    May 11, 2001


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