<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
(Mark One)
     [ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

For the fiscal year ended
                          -----------------------

                                      OR

     [X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
         ACT OF 1934

For the transition period from April 1, 1996 to December 31, 1996

                        Commission file number: 0-26530

                         TRIATHLON BROADCASTING COMPANY
                 (Name of Small Business Issuer in Its Charter)

            Delaware                                     33-0668235
  (State or Other Jurisdiction                        (I.R.S. Employer
        of Incorporation)                            Identification No.)

                                Symphony Towers
                                  750 B Street
                                   Suite 1950
                             San Diego, California                    92101
                    (Address of Principal Executive Offices)       (Zip Code)

Issuer's telephone number, including area code:  (619) 239-4242

Securities registered under to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                      CLASS A COMMON STOCK, $.01 PAR VALUE
                               DEPOSITARY SHARES,
              EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
            9% MANDATORY CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE
                                (Title of Class)

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained herein, 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. [X]

         The registrant's gross revenues for the transition period are
$18,907,649.

         The aggregate market value of the Class A Common Stock (one vote per
share) and the Depositary Shares (4/5 of one vote per share) held by
non-affiliates computed by reference to the average closing bid and asked price
on such Class A Common Stock and Depositary Shares of $77/16 and $85/8,
respectively, on May 12, 1997 was $73,735,564.19

         The number of shares of the registrant's Class A Common Stock, $.01
par value, Class B Common Stock, $.01 par value, Class C Common Stock, $.01 par
value, and Class D Common Stock, $.01 par value, outstanding as of May 9, 1997
was 3,148,533, 244,890, 50,000 and 1,444,366, respectively.

Transitional Small Business Disclosure Format (check one): Yes [ ]    No [X]

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

         The following table gives information concerning the beneficial
ownership of the Company's voting capital stock as of July 31, 1997 by (i) each
person known to the Company to own beneficially more than 5% of any class of
Common Stock or Depositary Shares of the Company, (ii) the Named Executive
Officer and director and (iii) all directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
                                               Class A                         Class B            
                                             Common Stock                  Common Stock (2)       
                                      --------------------------        -----------------------
       Name and Address of            Number of       Percent of        Number of      Percent    
      Beneficial Owner (1)             Shares            Class           Shares        of Class   
      --------------------             ------            -----           ------        --------   
<S>                                    <C>             <C>             <C>             <C>          
John D. Miller                         25,000              *               --             --      
Norman Feuer                            7,500(4)           *            244,890(6)       100%   
Frank E. Barnes III                      --               --               --             --      
Dennis R. Ciapura                       2,500(5)           *               --             --      
Jeffrey W. Leiderman                    1,000              *               --             --      
Radio Investors                          --               --              --(6)           --      
Radio Analysis Associates                --               --               --             --      
Robert F.X. Sillerman                    --               --               --             --      
C. Terry Robinson                        --               --               --             --      
Dean Witter Discover                                                                              
   & Co.(13)                          322,487             10.2%            --             --      
Putnam Investments, Inc.(14)          369,753            11.74%            --             --      
Wynnefield Partners Small                                                                         
   Cap Value, L.P.(15)                295,500              9.4%            --             --      
Morgan Stanley Group,                                                                             
   Inc.(16)                           305,237              9.7%            --             --      
Wellington Management                                                                             
   Company(17)                           --               --               --             --      
All Directors and Executive                                                                       
    Officers as a Group                                                                           
     (6 persons)                       36,000(18)          *            244,890          100%   
                                                                                                  
                                                                     
</TABLE>

[TABLE RESTUBBED FROM ABOVE]

<TABLE>
<CAPTION>

                                           Class D                            Depositary  
                                      Common Stock (2)                        Shares (3)
                                   -----------------------              ----------------------
                                                                                                     Percentag  
                                                                                                      of Total  
                                   Number of       Percent               Number        Percent         Voting   
                                    Shares         of Class             of Shares      of Class         Power   
                                    ------         --------             ---------      --------         -----   
<S>                                <C>             <C>                  <C>           <C>             <C>
John D. Miller                         --               --                  --             --             *                  
Norman Feuer                           --               --                  --             --            23.9%        
Frank E. Barnes III                    --               --                  --             --             --             
Dennis R. Ciapura                      --                                                  --             *              
Jeffrey W. Leiderman                   --               --                  --             --             *              
Radio Investors                   1,321,921(7)         91.5%                --             --             --(8)          
Radio Analysis Associates           244,890            17.0%                --             --             --(8)          
Robert F.X. Sillerman             1,321,921(9)         91.5%                --             --             --(10)         
C. Terry Robinson                   122,445(11)         8.5%                --             --             --(12)         
Dean Witter Discover                                                                                                  
   & Co.(13)                           --               --                  --             --             3.1%        
Putnam Investments, Inc.(14)           --               --                  --             --             3.6%        
Wynnefield Partners Small                                                                                             
   Cap Value, L.P.(15)                 --               --                  --             --             2.9%        
Morgan Stanley Group,                                                                                                 
   Inc.(16)                            --               --                  --             --             3.0%        
Wellington Management                                                                                                 
   Company(17)                         --               --               764,000             13.1%        6.0%        
All Directors and Executive
    Officers as a Group                                                                                               
     (6 persons)                       --               --                  --             --            24.2%(19)    
</TABLE>
<PAGE>
--------------------------

*    Less than 1%

(1)  Except as otherwise noted, the address of each of the persons named is c/o
     the Triathlon Broadcasting Company, Symphony Towers, 750 B Street, Suite
     1920, San Diego, California 92101. The information as to beneficial
     ownership is based on statements furnished to the Company by the
     beneficial owners. As used in this table, "beneficial ownership" means the
     sole or shared power to vote, or to direct the disposition of, a security.
     For purposes of this table, a person is deemed as of April 30, 1997 to
     have "beneficial ownership" of any security that such person has the right
     to acquire within 60 days of April 30, 1997. Unless noted otherwise,
     stockholders possess sole voting and dispositive power with respect to
     shares listed on this table. This table does not include the Class C
     Common Stock of the Company, which is non-voting and which is convertible
     into Class A Common Stock upon transfer. There were 50,000 shares of Class
     C Common Stock outstanding on April 30, 1997. This table also does not
     include 565,000 shares of Series B Convertible Preferred Stock issued on
     February 8, 1996 which vests in equal parts over a five year period
     beginning on February 8, 1997. The Series B Convertible Preferred Stock is
     non-voting and convertible into 565,000 shares of Class A Common Stock in
     the event the market price of the Class A Common Stock exceeds certain
     levels. See "Item 12. Certain Relationships and Related
     Transactions--Issuances of Securities."

(2)  Each share of Class B Common Stock has ten votes and each share of Class B
     Common Stock and Class D Common Stock (non-voting) automatically converts
     into one share of Class A Common Stock upon the sale of such stock to a
     non-affiliate of the Company. In addition, each share of Class D Common
     Stock is convertible into one share of Class B Common Stock or Class A
     Common Stock at the option of the holder (subject to FCC approval) and in
     the event the Company is in default for borrowed money from an
     institutional lender and such default has not been cured or waived by such
     lender. Except as disclosed herein, the Company is not aware of the
     existence of any arrangements that would result in a change of control of
     the Company.

(3)  Each Depositary Share has 4/5 of a vote. There are 5,834,000 Depositary
     Shares outstanding. Assuming the conversion or redemption of all
     Depositary Shares into shares of Class A Common Stock (at the rate of .833
     shares of Class A Common Stock per Depositary Share) and the conversion of
     the shares of Class D Common Stock into Class B Common Stock, Messrs.
     Feuer and Sillerman would beneficially own 68% of the voting power of the
     Company.

(4)  Consists of options to purchase 7,500 shares of Class A Common Stock
     granted pursuant to the Company's 1995 Stock Option Plan, which are
     exercisable within 60 days.

                                                     

<PAGE>



(5)  Consists of options to purchase 2,500 shares of Class A Common Stock
     granted pursuant to the Company's 1995 Stock Option Plan, which are
     exercisable within 60 days.

(6)  Mr. Feuer and Radio Investors, which is substantially owned and controlled
     by Mr. Sillerman and his affiliates, have entered into an agreement
     pursuant to which Mr. Feuer has assigned his economic interest in 100,000
     shares and has pledged such shares to Radio Investors to secure Mr.
     Feuer's obligations to deliver 40.835% of the consideration received from
     the sale of all or a portion of the 244,890 shares owned by Mr. Feuer. In
     the event Radio Investors exercises its right of first refusal to purchase
     all 244,890 shares owned by Mr. Feuer (which may require prior FCC
     approval), it will hold approximately 24% of the voting power without
     giving effect to the conversion of the Class D Common Stock. In addition,
     varying percentages of Mr. Feuer's shares are subject to surrender to the
     Company in the event he voluntarily terminates his employment prior to the
     expiration of the term of his employment agreement. See "Item 10.
     Executive Compensation--Employment Agreement" and "Item 12. Certain
     Relationships and Related Transactions--Agreement between Mr. Feuer and
     Radio Investors."

(7)  Includes 122,445 shares beneficially owned by Radio Investors by virtue of
     its 50% ownership of Radio Analysis Associates ("Radio Analysis"). See
     "Item 12. Certain Relationships and Related Transactions--Issuances of
     Securities."

(8)  In the event that all of the shares of Class D Common Stock are converted
     into Class B Common Stock, Radio Investors would hold of record
     approximately 48.5% and Radio Analysis would hold of record approximately
     9.9% of the total voting power of the Company. In the event that all of
     the shares of Class D Common Stock are converted into Class A Common
     Stock, the shares of Class D Common Stock held of record by Radio
     Investors and Radio Analysis would represent approximately 10.2% and 2.1%,
     respectively, of the total voting power of the Company.

(9)  Consists of 1,199,476 shares owned by Radio Investors, which is controlled
     by Mr. Sillerman, and 50% of the 244,890 shares owned by Radio Analysis,
     of which 50% is owned by Radio Investors.

(10) If the shares of Class D Common Stock are converted into shares of Class B
     Common Stock, Mr. Sillerman would beneficially hold 53.5% of the total
     voting power of the Company.

(11) Consists of 50% of the 244,890 shares owned by Radio Analysis, of which
     Mr. Robinson owns 50%.

(12) If the shares of Class D Common Stock are converted into shares of Class B
     Common Stock, Mr. Robinson would beneficially hold 5.0% of the total
     voting power of the Company.

(13) The address of Dean Witter Discover & Co. ("Discover") is Two World Trade
     Center, New York, New York, 10048. Based on information contained in a
     Schedule 13G filed with the Commission on behalf of Discover, Dean Witter
     Intercapital, Inc. ("DWI") and Dean Witter Reynolds, Inc. ("Reynolds").
     DWI is the investment advisor for the following mutual funds: Dean Witter
     Convertible Securities Trust and Dean Witter Income Builders Fund, which
     are deemed to have beneficial ownership of 6.4% and 3.8% of the Class A
     Common Stock, respectively. DWI, Reynolds and Discover disclaim beneficial
     ownership of the such shares of Class A Common Stock.
<PAGE>
(14) The address of Putnam Investments, Inc. ("PI") is One Post Office Square,
     Boston, Massachusetts 02109. Based on information contained in Schedule
     13G filed with the Commission on May 9, 1997, PI, a wholly-owned
     subsidiary of Marsh & McLennan Companies, Inc., may be deemed to
     beneficially own 369,753 shares of Class A Common Stock. PI has shared
     voting power over 112,763 shares of Class A Common Stock and shared
     dispositive power over 369,753 shares of Common Stock. Putnam Investment
     Management, Inc., a wholly-owned subsidiary of PI, is the investment
     adviser to the Putnam family of mutual funds and has shared dispositive
     power over 256,990 shares of Class A Common Stock. The Putnam Advisory
     Company, Inc., a wholly-owned subsidiary of PI, is the investment advisor
     to Putnam's institutional clients and has shared voting and dispositive
     power over 112,763 shares of Class A Common Stock.

(15) The address of Wynnefield Partners Small Cap Value, L.P. ("Wynnefield
     Partnership") is One Penn Plaza, Suite 4720, New York, New York, 10119.
     Based on information contained in Amendment No. 2 to Schedule 13D/A filed
     with the Commission on May 2, 1997. Wynnefield Partnership owns 265,500
     shares of Class A Common Stock and Wynnefield Small Cap Value Offshore
     Fund, Ltd. ("Wynnefield Offshore") owns 30,000 shares of Class A Common
     Stock which represent approximately 8.4% and 1.0% of the Class A Common
     Stock, respectively and 2.6% and 0.3% of the total voting power of the
     Company, respectively. Both Wynnefield Partnership and Wynnefield Offshore
     have sole voting and dispositive power over their respective shares.
     Nelson Obus and Joshua Landes are the general partners of Wynnefield
     Partnership and President and Executive Vice President of the investment
     manager of Wynnefield Offshore.

(16) The address of Morgan Stanley Group, Inc. ("Morgan") is 1585 Broadway, New
     York, New York, 10036. Based on information contained in Schedule 13G
     filed with the Commission on February 25, 1997, Morgan has shared voting
     and dispositive power with respect to 305,237 shares of Class A Common
     Stock.

(17) The address of Wellington Management Company ("Wellington Management") is
     75 State Street, Boston, Massachusetts 02109. Based on information
     contained in Schedule 13G filed with the Commission on February 21, 1997.
     Wellington Management, in its capacity as investment advisor, may be
     deemed to own 764,000 Depositary Shares, which are held of record by
     clients of

                                     - 2 -

<PAGE>



     Wellington Management. Wellington Management has shared power to vote with
     respect to 339,000 Depositary Shares and shared power to dispose of
     764,000 Depositary Shares. If the Depositary Shares are converted into
     Class A Common Stock, Wellington Management Company would beneficially
     hold 6.0% of the total voting power of the Company. Based on a Schedule
     13G also filed with the Commission on February 21, 1997, of the 764,000
     Depositary Shares, Wellington Trust Company, N.A. ("Wellington Trust"), a
     subsidiary of Wellington Management, in its capacity as investment advisor
     may be deemed to own 368,000 of the Depositary Shares of which it has
     shared power to vote with respect to 198,000 Depositary Shares and shared
     power to dispose of 368,000 Depositary Shares.

(18) Includes options to purchase 10,000 shares of Class A Common Stock granted
     pursuant to the Company's 1995 Stock Option Plan which are exercisable
     within 60 days.

(19) In the event that all of the shares of Class D Common Stock are converted
     into Class B Common Stock, all Directors and Executive Officers as a group
     would hold of record approximately 10.1% of the total voting power of the
     Company.


                                     - 3 -

<PAGE>



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                      TRIATHLON BROADCASTING COMPANY
Dated: August 22, 1997
                                      By: /s/ Norman Feuer
                                      ------------------------------
                                      Norman Feuer
                                      President and Chief Executive Officer


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