                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 Amendment No. 2


                                 CURRENT REPORT

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


         Date of Report (Date of earliest event reported) June 29, 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)



<PAGE>

Item 1.  Changes in Control of Registrant.

     As was previously reported on Form 8-K, dated May 11, 2001, on May 4, 2001,
Capital  Beverage  Corporation,  a  Delaware  corporation  (the  "Company")  and
Prospect Beverages,  Inc., a New York corporation  ("Prospect")  entered into an
Asset Purchase Agreement (the "Purchase  Agreement"),  to acquire certain assets
and liabilities of Prospect (the "Asset Purchase").

     On  June  29,  2001  (the  "Effective  Date"),  pursuant  to  the  Purchase
Agreement,  the Company purchased all of the assets of Prospect's business which
related 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  consisted of
the  assumption  by the  Company  of certain  liabilities  of  Prospect  and the
issuance of an aggregate of five hundred thousand (500,000) shares of the common
stock of the Company to the shareholders of Prospect. In addition, an officer of
Prospect joined the Board of Directors of the Company.

     In connection with the acquisition, the Company received financing from the
Connecticut   Bank  of  Commerce  in  the  principal   amount  of  approximately
$5,000,000.  The  proceeds  of the loan  were  used to  satisfy  certain  of the
liabilities of Prospect and for other working capital purposes.

     As a  condition  to the  closing of the  Purchase  Agreement,  the  parties
thereto were required to enter into a voting agreement. See Item 5 below.

Item 2.           Acquisition or Disposition of Assets.

     See Item 1. above for a description of the Asset Purchase.

     Prospect, a New York corporation,  is a Brooklyn based Pabst Distributor of
Colt-45 Malt Liquor and other beverages.


Item 5.  Other Events.

     As of June 29,  2001,  Carmine  Stella  and  Anthony  Stella  (collectively
referred to herein as the "Capital  Stockholders"),  Monty  Matrisciani,  Daniel
Matrisciani  and  Alex  Matrisciani  (collectively  referred  to  herein  as the
"Prospect  Stockholders"),  the Company and  Prospect  entered  into a five year
Voting Agreement (the "Voting Agreement").

<PAGE>

     Commencing  upon the first  annual  meeting of the  Company's  stockholders
after June 29, 2001,  which will be held not later than  September  30, 2001 and
during the term of the Voting  Agreement,  the  parties  agreed that the Company
shall be governed by a Board of Directors (the "Board") of eight (8) members (or
six (6) if the parties agree).  Pursuant to the Voting Agreement,  the directors
shall serve for periods of one year (the first period  commencing on the date of
the annual meeting of stockholders or sooner if elected prior thereto) and until
their successors are elected at the next annual meeting of the stockholders,  at
any  special  meeting,  or by  majority  written  consent,  as the  case may be.
Pursuant to the Voting Agreement,  the Board shall nominate and recommend to the
stockholders  of the Company  eight (8) nominees (or six (6) as the case may be)
for  election  to the  Board,  50% of  whom  shall  be  chosen  by the  Prospect
Stockholders in their sole and absolute discretion ("Prospect Nominees") and 50%
of whom shall be chosen by the Capital  Stockholders  in their sole and absolute
discretion (Capital Nominees").  Notwithstanding the foregoing,  the Board shall
not nominate a person for  election  whose  employment  has been  terminated  by
Capital for cause.  The Voting Agreement also provides that if the securities of
the Company are no longer listed on The Nasdaq Smallcap Market  ("Nasdaq"),  the
Board  shall take  immediate  action to appoint  the new board prior to the next
annual  meeting of  shareholders.  In addition,  the Prospect  Stockholders  may
request the Board,  prior to the next annual  meeting,  to seek  permission from
Nasdaq to elect the new board prior to the next annual meeting of  shareholders,
without the need for such meeting.  As of June 18, 2001,  the  securities of the
Company are no longer listed on Nasdaq.

     Each Prospect  Stockholder and each Capital  Stockholder agreed that during
the term of the Voting Agreement to vote, or cause to be voted, their respective
shares and any other  shares  acquired  after the date hereof  (less such shares
sold pursuant to Rule 144 or in other open market  transactions) (the "Shares"),
in person or by proxy, in favor of the Prospect Nominees and Capital Nominees at
every meeting of the  stockholders of the Company at which directors are elected
to  the  Board  and  at  every  adjournment  thereof.  Notwithstanding  anything
contained  therein  to the  contrary,  each  Prospect  Stockholder  and  Capital
Stockholder  may sell any of their  Shares  under Rule 144,  or  pursuant  to an
effective registration statement, at which time the Shares sold shall be free of
any restrictions or obligations  imposed by the Voting Agreement.  In connection
with any such sale,  the Company shall  provide,  or cause to be provided,  such
instructions  or opinions of counsel as are necessary to remove all legends from
such Shares.


<PAGE>

Item 7 . Financial Statements and Exhibits.

(a)      Financial Statements of Business Acquired

                  The audited balance sheet of Prospect as of August 31, 2000,
         and the related statement of operations, changes in stockholders'
         equity and cash flows for the year then ended, is attached hereto as
         Exhibit 99.1.

                  The audited balance sheet of Prospect as of August 31, 1999,
         and the related statement of operations, changes in stockholders'
         equity and cash flows for the year then ended, is attached hereto as
         Exhibit 99.2.

(b)      Pro Forma Information

                  The unaudited pro forma financial information of Capital
         Beverage relating to the Prospect acquisition is attached hereto as
         Exhibit 99.3.

(c)      Exhibits

                  (i) Press Release dated July 5, 2001. Exhibit No. 99.4

                  (ii) Voting Agreement, dated as of June 29, 2001, among
         Carmine Stella and Anthony Stella, Monty Matrisciani, Michael
         Matrisciani, Daniel Matrisciani and Alex Matrisciani, Capital and
         Prospect Beverage Corporation. Exhibit No. 99.5

Item 9.       Regulation FD Disclosure.

         Attached hereto is a copy of the Company's press release dated July 5,
2001.



<PAGE>



                                                     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: President and Chief Executive Officer


Dated:  November 19, 2001


