<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

                                AMENDMENT NO. 1

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 
For the fiscal year ended September 30, 1996
 
[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
For The Transition Period From _______ To _______

Commission File No. 0-24604
                            TIVOLI INDUSTRIES, INC.
                 (Name of small business issuer in its charter)
 
             CALIFORNIA                           95-2786709
  (State of other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)

  1513 EAST ST. GERTRUDE PLACE, SANTA ANA, CALIFORNIA            92705
   (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (714) 957-6101

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          $.001 PAR VALUE COMMON STOCK
                                (Title of Class)

           CLASS A WARRANTS TO PURCHASE $.001 PAR VALUE COMMON STOCK
                                (Title of Class)

           CLASS B WARRANTS TO PURCHASE $.001 PAR VALUE COMMON STOCK
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90
days.
                                Yes [X]    No  [_]

[X]  Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year:  $6,638,063

The aggregate market value of this Registrant's voting stock held as of
11/30/96, by nonaffiliates of the Registrant was $3,422,049.

As of November 30, 1996, Registrant had 3,920,721 shares of $.001 par value
common stock outstanding.
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                               EXPLANATORY NOTE

     This Amendment No. 1 to Form 10-KSB is being filed to correct an
inadvertent omission of the Company's Financial Data Schedule.  The original 
10-KSB filing was sent and accepted on December 20, 1996 -- accession number 
0000898430-96-005840.

     The Financial Data Schedule is being included in this submission.
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                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
          Exhibit No.    Description
          <C>            <S> 
             27          Financial Data Schedule
</TABLE>
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                                     SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                    TIVOLI INDUSTRIES, INC.



Dated: January 22, 1997             By:  /s/  Terrence C. Walsh
                                         ------------------------------------
                                              Terrence C. Walsh
                                         President, Chief Executive Officer
                                         and Director