<PAGE>
<PAGE>



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                        Amendment No. 1 on Form 10-K/A to
                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For The Fiscal Year Ended October 31, 1996
                         Commission File Number 1-12119

               AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
     (Exact Name of Registration business as Specified in Its Charter)

              Bermuda                                     72-1323940
 (Jurisdiction of incorporation)         (I.R.S. Employer Identification Number)

          One Galleria Boulevard, Suite 1714, Metairie, Louisiana 70001
          (Address, including zip code, of Principal Executive Offices)

                                 (504) 849-2739
              (Registrant's telephone number, including area code)

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

          Common Stock:                       Redeemable Common Stock
          Boston Stock Exchange               Purchase Warrants:

                                                     Boston Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

        Indicate  by a check  mark  whether  the  registrant:  (1) has filed all
reports  required to be filed by Section 12 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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
                                             ---     ---

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference in Part III of this 10-K or any amendment
to this Form 10-K. [X]

        The aggregate market value of the voting stock held by non-affiliates of
the Registrant on December 31, 1996,  based on the closing price on that date of
$2.375 on the Nasdaq SmallCap Market was $4,262,830.50.*

        The number of shares outstanding of the registrant's  common stock as of
January 21, 1996 was 3,696,876.

American Craft Brewing International Limited
Amendment No. 1 on Form 10-K/A to Annual Report
on Form 10-K for the Fiscal Year Ended October 31, 1996

* The  aggregate  market  value of the voting stock held by  non-affiliates  was
estimated  by  excluding  only those  shares  held by  directors,  officers  and
principal shareholders filing Schedules 13D and/or 13G.



<PAGE>
<PAGE>


                                    Part III

Items 10, 11, 12 and 13 of Part III of the  Registrant's  Annual  Report on Form
10-K for the fiscal year ended October 31, 1996 are hereby  amended and restated
in their entirety as follows:

Item 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               Set  forth  below  are  members  of the  Company's  the  Board of
Directors.  Also set forth  below as to each  director  is his age,  the year in
which such person was first  elected a  director,  a brief  description  of such
director's  principal  occupation and business  experience  during the past five
years,  directorships of certain companies  presently held by such persons,  and
certain  other  information,   which  information  has  been  furnished  by  the
respective individuals

Peter W. H. Bordeaux
Age 48

               Mr.  Bordeaux  has been  Chairman  of the Board of  Directors  of
AmBrew  International  since  June 5,  1996  and has  been  associated  with its
subsidiaries  since August 9, 1994.  Mr.  Bordeaux has been  President and Chief
Executive Officer of AmBrew  International since February 12, 1997. Prior to his
employment  in these  positions and since 1982,  Mr.  Bordeaux was President and
Chief Executive Officer of New Orleans-based  Sazerac Company, Inc. ("Sazerac"),
the tenth largest  United States  producer,  importer and exporter of spirits as
well as a large U.S.  distributor of wine, beer and non-alcohol  beverages.  Mr.
Bordeaux had been with Sazerac since 1980. In addition,  Mr. Bordeaux has served
as Chairman of Concorde Holdings Limited (Beijing), a distributor of alcohol and
non-alcohol beverages ("Concorde"), since November 1994, and as President, since
1992,  of  Leestown  Company,  Inc.,  which  owns the  world's  largest  bourbon
distillery.  Mr.  Bordeaux  is  Vice  Chairman  of the  Board  of  the  National
Association of Beverage Importers,  a Board Member, Vice President and member of
the  Executive  Committee of the Board of the World Trade  Center,  New Orleans,
Chairman of the  International  Advisory Council of Hibernia  National Bank (New
Orleans) and a Board Member and Treasurer of Episcopal Housing for Seniors, Inc.

John F. Beaudette
Age 40

               Mr. Beaudette has been a director of AmBrew  International  since
June 5, 1996 and has been associated with its subsidiaries since April 27, 1995.
Mr.  Beaudette  has been  President  of BPW  Holding  LLC  ("BPW"),  a  beverage
investment and consulting company, and its predecessor, since February 1995. Mr.
Beaudette  was Executive  Vice  President  and General  Manager of MHW,  Ltd., a
beverage alcohol importer  distributor and service company located in Manhasset,
New  York,  since  1994.  Mr.  Beaudette  has been the  President  of MHW  since
September  1996.  From 1992 to 1994, Mr.  Beaudette was Vice President and Chief
Financial Officer of Monsieur Henri Wines, Ltd. and from


                                       2

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<PAGE>



1988 to  1992,  he was  Director  of  Planning  at  PepsiCo  Wines  and  Spirits
International.  Both  companies  were involved in the United States and Canadian
marketing and distribution of imported wines and spirits from around the world.

Norman H. Brown
Age 49

               Mr. Brown has been a director of AmBrew  International since June
5, 1996 and has been associated with its subsidiaries  since August 9, 1994. Mr.
Brown has been a  Managing  Director  of  Donaldson,  Lufkin &  Jenrette  in the
Investment Banking Group since 1985. In this capacity, Mr. Brown acts as Head of
the Metals and Mining Industrial Coverage Group and as Co-Head of Industrial New
Business  in Canada.  Mr.  Brown has served as a director  of Gaylord  Container
Corporation  ("Gaylord"),  a  manufacturer  of paper,  box board and  corrugated
cardboard. Mr. Brown's term as a director of Gaylord expired on July 31, 1996.

Federico G. Cabo Alvarez
Age 52

               Mr. Cabo has been Deputy Chairman of the Board of Directors since
June 3,  1996 and has been  associated  with the  Company's  subsidiaries  since
August 9, 1994.  Since  1970,  Mr.  Cabo has been Chief  Executive  Officer  and
President of Cabo Distributing  Company,  Inc., formerly the largest distributor
of Mexican  beers in the  United  States and  currently  a producer  of beer and
spirits.

Wyndham H. Carver
Age 53

        Mr.  Carver has been a director  of AmBrew  International  since June 5,
1996.  Since  1995,  Mr.  Carver  has been on a two-year  secondment  from Grand
Metropolitan  PLC  ("Grand  Met"),  an  international   producer,   distributor,
wholesaler and retailer of spirits,  wines and foods, to the British  Department
of Trade and Industry where Mr. Carver is a Latin American export promoter.  Mr.
Carver  has  served  in a variety  of  capacities  on  behalf  of  International
Distillers  & Vintners,  Ltd.,  an  international  producer and  distributor  of
spirits and wine and a subsidiary  of Grand Met ("IDV"),  since 1965,  including
Managing Director of Wyvern  International,  the marketing  division of IDV, and
Regional Director for IDV in the Caribbean and Central America.



                                       3

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<PAGE>



David K. Haines
Age 31

        Mr. Haines was the Managing  Director of Hong Kong  Operations of AmBrew
International  from June 5, 1996 until December 31, 1996. Since January 1, 1997,
Mr.  Haines has been employed as a Consultant to the Company and the South China
Brewery.  Since 1994,  Mr.  Haines has devoted his efforts to  establishing  and
developing the South China Brewery. Before his involvement with the Company, Mr.
Haines practiced clinical  psychology for one year in Vail,  Colorado and was in
private practice as a psychologist for two years in Hong Kong.

Joseph E. Heid
Age 50

        Mr. Heid has been a director of AmBrew International since June 5, 1996.
Mr. Heid has been Senior Vice President of Sara Lee Corporation ("Sara Lee"), an
international food and consumer products company, and Chief Executive Officer of
Sara  Lee  Personal  Products  North  and  South  America,  a line  of  business
responsible  for Sara Lee's brands in apparel and accessories in North and South
America,  since 1996, President and Chief Executive Officer of Sara Lee Personal
Products - Pacific Rim, a line of business  responsible for Sara Lee's brands in
apparel and  accessories  in the Pacific Rim,  since 1994 and Vice  President of
Sara Lee since 1992. From 1988 to 1992, Mr. Heid served as President of Guinness
America  ("Guinness"),  a  holding  company  of  Guinness  PLC's  United  States
ventures,  and Executive  Vice President and Chief  Operating  Officer of United
Distillers - North  America,  a subsidiary of Guinness  that imports,  produces,
markets and sells beverage alcohols.

               Set forth below as to Mr. Ake and certain  significant  employees
of the Company who are not members of the Board of  Directors is his or her age,
a brief description of the principal  occupation and business  experience during
the past five years,  directorships of certain companies  presently held by such
persons, and certain other information,  which information has been furnished by
the respective individuals.

               James L. Ake, age 52, has been the Executive  Vice  President and
Chief Operating Officer of AmBrew  International since June 5, 1996 and has been
associated  with  its  subsidiaries  since  August  9,  1994.  Mr.  Ake has been
President of AmBrew USA, AmBrew International's U.S. subsidiary,  since December
1996.  Before  joining the  Company,  Mr. Ake had been the Director of Financial
Analysis  and  Planning  for  Sazerac  since 1993 where he was  responsible  for
expansion of  operations  overseas  with emphasis on ventures in the Pacific Rim
countries.  In addition,  since  November  1994,  Mr. Ake has served as Managing
Director  of  Concorde.  Prior to joining  Sazerac,  Mr.  Ake was a director  in
Zapata-Haynie Corporation in Hammond,  Louisiana, the largest fishing company in
the United  States,  where Mr. Ake was  responsible  for corporate  planning and
oversaw  profitability  and  development  of various  departments.  Mr. Ake is a
registered  engineer  and  is  a  member  of  the  Board  of  Directors  of  the
Japan-Louisiana Friendship Foundation.



                                       4

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<PAGE>


               Edward  Cruise  Miller,  age 27,  has been the Head Brewer at the
South China  Brewery  since May 15, 1995.  From June 1994 through May 1995,  Mr.
Miller was one of the five brewers at the Thomas Kemper Brewery, a subsidiary of
Hart Brewing  Company,  in Poulsbo,  Washington.  From November 1990 through May
1994,  Mr.  Miller was  employed  at Broad  Ripple Brew  Company,  a brew pub in
Indianapolis,  Indiana. He was an Assistant Brewer at Broad Ripple from November
1990  through  December  1992 and was Head Brewer from  January 1993 through May
1994.

               Scott Ashen, age 28,  has been General Manager of the South China
Brewery  since  January of 1997,  and has an employee of the South China Brewery
since 1995.  Before joining the Company and since April,  1994, Mr. Ashen opened
and operated,  as Managing Partner, The Pour House, a pub on the upper East side
of  Manhattan,  New York.  Mr. Ashen was a manager of Nichimen  America  Inc., a
Japanese trading company, from June of 1990 until December, 1993.

               Stephen B.  Armstrong,  age 34,  joined the Company in connection
with the Company's  acquisition of AmBrew USA (formerly  Atlantis Import Company
("Atlantis")). Mr. Armstrong is the Executive Vice President and General Manager
of AmBrew USA.  Before  joining the Company,  Mr.  Armstrong was the founder and
President of Atlantis,  a national beer importer,  from 1994 through 1996.  From
1992 to 1996,  Mr.  Armstrong  served as  President  and  Director  of Sales and
Marketing for Dixie Brewing Company,  a regional brewery located in New Orleans,
Louisiana.

               Nancy R.  Hernandez,  age 28,  joined the  Company in December of
1996 as the Company's Controller.  Before joining the Company, Ms. Hernandez was
the Accounting  Manager for Tropical Export Co., a global exporter of industrial
and  automotive  parts and equipment,  from 1993 to 1996 Ms.  Hernandez had been
with Tropical Export since 1986. During 1995 and 1996. Ms. Hernandez also served
as Treasurer for Tropical Sales Ltd., a truck parts and equipment retail store.

               Dean  McGuiness,  age 24, is the General  Manager of Celtic Brew,
LLC,  the  Company's majority-owned brewery in Enfield, Ireland.   Mr. McGuiness
has  completed the intensive brewing program at the  Siebel  Brewing  Institute.
Before  joining the Company in August of 1996, Mr. McGuiness acted as consultant
and Marketing Manager for TourIT Ltd, a market research firm, where he developed
and  implemented  numerous  marketing  strategies  utilizing  the  Internet  for
promotional  efforts,   travel  reservations,  market  research  and  integrated
information  management.  During 1994 and 1995 Mr. McGuiness acted as consultant
to  various  service management companies, including Market Research Consultancy
and the Centre for Quality Service Management. Mr. McGuiness earned his Bachelor
of Commerce and Masters of Business Studies during 1989-1994.  Mr. McGuiness  is
the  son of Mr.  Adian  McGuiness,  the  Company's  joint  venture partner.



                                       5

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<PAGE>





Item 11.   EXECUTIVE COMPENSATION

        The Summary  Compensation  Table below sets forth the cash  compensation
earned by or paid to the Company's Chief  Operating  Officer for the fiscal year
ended October 31, 1996.  None of the Company's  employees had individual  salary
and bonus in excess of $100,000  during the fiscal year ended  October 31, 1996,
and the Company did not have a Chief  Executive  Officer  during the fiscal year
then ended.

Summary Compensation Table


<TABLE>
<CAPTION>
                                    Annual Compensation         Long Term Compensation(1)
                                    -------------------         -------------------------
                                                                  Name     Option     Long
                                                                  and        &        Term
                                                                Principal  Warrant  Incentive   All Other
                    Year     Salary(2)      Bonus(3)  Other(4)  Position   Awards     Payouts  Compensation
                    ----     ---------      --------  --------  ---------  -------  ---------  ------------
<S>                <C>     <C>             <C>       <C>       <C>        <C>      <C>         <C>
 James L. Ake       1996    $22,916.67(5)     __        __         __        __        __         __
  Executive Vice                              __        __         __        __        __         __
  President and                               __        __         __        __        __         __
  Chief Operating
  Officer
</TABLE>

----------

(1) The Company has no  long-term  incentive  compensation  plans other than the
    Stock Option Plan. No options were granted under the plan in 1996.

(2) Amounts shown include  compensation  deferred  pursuant to Section 401(k) of
    the Internal Revenue Code of 1986, as amended.

(3) The  Company  has no formal  bonus plan and does not  provide  for  deferred
    awards.  The  Company  may pay  bonuses  based  on  individual  and  Company
    performance.

(4) The aggregate amount of Other Annual  Compensation for Mr. Ake did not equal
    or exceed the lesser of $50,000 or 10% of his base  salary and bonus for the
    year ended October 31, 1996.

(5) Includes  $14,250 received as compensation by Mr. Ake prior to the effective
    date of his Employment  Agreement with the Company,  and $8,667.67  received
    after the  effective  date of the  Employment  Agreement.  Mr.  Ake's annual
    salary is currently $72,000.



                                       6

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Performance Graph

               Set forth below is a line graph  comparing the percentage  change
in the cumulative  return to the shareholders of the Company's Common Stock with
the cumulative return of the Nasdaq Composite and of a Peer Group for the period
commencing  September  11,  1996  (the  date  of the  Company's  initial  public
offering) and ending on October 31, 1996.  Returns for the indicies are weighted
based on market capitalization.

                          TOTAL RETURN TO STOCKHOLDERS
                      (Assumes $100 investment on 9/11/96)

                              [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>

Total Return Analysis         9/11/96   9/18/96  10/1/96   10/8/96   10/22/96   10/31/96
<S>                             <C>      <C>       <C>       <C>       <C>        <C> 
American Craft Brewing Int'l    $100     $ 99      $101      $101      $ 94       $ 67
Peer Group                      $100     $ 97      $ 99      $ 88      $ 79       $ 75
Nasdaq Composite (US)           $100     $105      $106      $107      $106       $106
</TABLE>
Source: Carl Thompson  Associates  www.ctaonline.com  (303) 494-5472.  Data from
        Bloomberg Financial Markets


               The Company's peer group,  selected by the Company in good faith,
is comprised of six other publicly  traded craft brewing  companies:  Nor'Wester
Brewing Company, Inc.; Pyramid Breweries,  Inc.; Frederick Brewing Co.; Michigan
Brewery Inc.; Loin Brewery Inc.; and Redhook Ale Brewery Incorporated.



                                       7

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Item 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership  of the Common  Stock as of January  25,  1997 (i) of each
person  (or group of  affiliated  persons)  who is known by the  Company  to own
beneficially more than 5% of the Common Stock,  (ii) of the Company's  directors
and named executive  officers and (iii) of all directors and executive  officers
as a group.

<TABLE>
<CAPTION>
                                           Number of Shares       Percent of
Beneficial Owner                           Beneficially Owned(1)  Total
----------------                           ---------------------  -----------
<S>                                    <C>                         <C> 
John F. Beaudette(2)                       152,000                     4.1%
  MHW, Ltd.
  1165 Northern Boulevard
  Manhasset, New York  11030

Peter W. H. Bordeaux(3)                    272,067                     7.2
One Galleria Boulevard, Suite 1714
Metairie, Louisiana 70001

Norman H. Brown, Jr.                       152,000                     4.1
  277 Park Avenue
  New York, New York  10172

Federico G. Cabo Alvarez(4)                914,400                    24.7
Cabo Distributing Co.
9657 East Rush Street
South Elmonte, California  91733

David K. Haines                            380,000                    10.3
  J.P. Walsh & Co. Ltd.
  Block F (8th Floor)
  3-3G Robinson Road
  Hong Kong

All executive officers and 
  directors as a group                   1,972,067                    50.4%
  (eight persons)(2)(3)(5)
</TABLE>

------------------------------
(1) Applicable  percentage  ownership,  except  as  described  in note 3 to this
    table,  is based on 3,696,876  shares of Common Stock  outstanding as of the
    date hereof. Beneficial ownership is determined in accordance with the rules
    of the Commission  and generally  includes  voting or investment  power with
    respect to securities, subject to community property laws, where applicable.

(2) Represents  shares of Common Stock held of record by BPW. Messrs.  Beaudette
    (a director of the  Company),  Edmund  Piccolino  (former Vice  President of
    Human Resources for Pepsi-Co. International, a division of PepsiCo Inc.) and
    Peter  Warren  (former  President of  Pepsi-Co.  International  and a former
    director of Pepsi-Co. Inc.) each own one third of the membership interest of
    BPW.

(3) Includes Mr.  Bordeaux's  vested options to purchase 66,667 shares of Common
    Stock.  Mr.  Bordeaux's  percentage of outstanding  shares was calculated by
    adding to the number of outstanding shares 66,667 shares deemed to be issued
    pursuant to Securities Exchange Act Rule 13d-3(d)(1).

(4) Excludes  warrants to purchase  5,700  shares of Common  Stock held by Diane
    Elizabeth  Cabo.  Ms.  Cabo  is Mr.  Cabo's  daughter.  Mr.  Cabo  disclaims
    beneficial ownership of the shares underlying Ms. Cabo's warrants.


                                       8

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(5) Neither Messrs. Carver and Heid, directors of AmBrew International,  nor Mr.
    Ake, the  Executive  Vice  President and Chief  Operating  Officer of AmBrew
    International, beneficially own any shares of Common Stock.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On March 31,  1995,  the South  China  Brewery  borrowed  $565,000  from
Hibernia  National  Bank.  The loan was  evidenced  by a  promissory  note  with
principal  payments  due on  September  30,  1996 and March 31,  1997  bearing a
Citibank prime plus 0.5% interest rate.  Sazerac  provided a $250,000  guarantee
for the Hibernia Loan.  Norman H. Brown, Jr. and Federico G. Cabo Alvarez,  each
directors of AmBrew  International,  provided  standby  letters of credit in the
total amount of $315,000.  Peter W. H. Bordeaux is President and Chief Executive
Officer of Sazerac and Chairman of the Board of Directors of the Company as well
as Chairman of the International Advisory Council of Hibernia National Bank (New
Orleans).  The  amount  due had  been  reduced  to  $452,000  through  principal
repayments by AmBrew  International.  The loan was repaid with proceeds from the
Offering.

        The South China Brewery borrowed $65,000 from BPW evidenced by a Limited
Recourse  Promissory  Note  dated as of March 5, 1996 and due ten days after the
date of the Prospectus  bearing an interest rate of 5.5%. John F.  Beaudette,  a
director of AmBrew International,  is President of BPW. The note was repaid with
proceeds from the Offering.

        In May 1996,  Craft  issued  $370,000  principal  amount of  convertible
Bridge Notes to certain investors in Singapore and Hong Kong bearing an interest
rate of 12%. Holders of $250,000  principal amount of the Bridge Notes converted
such Bridge Notes, upon the consummation of the Offering,  into 94,255 Shares of
Common Stock.  The holder of the remaining  $120,000  principal amount of Bridge
Notes received 22,621 Shares of Common Stock at no cost. Each holder of a Bridge
Note received a Bridge Warrant  entitling such holder to purchase that number of
shares of Common Stock as such holder received.  Micro Brew Systems held $20,000
principal amount of the Bridge Notes.

        In January,  1997, the Company entered into a lease at a current monthly
rent of $6,625 with Corporation  Calfik,  a company  wholly-owned by Federico G.
Cabo   Alvarez,   one  of  AmBrew   International's   directors   and  principal
shareholders,  to lease a 21,443  square foot  facility  near the  Mexico-United
States  border at which the  Company  intends  to operate  the Tecate  expansion
brewery  and  warehouse  facility.  The lease  term is five  years  with  yearly
incremental  rent increases  ending on September 12, 2001 for a total  operating
lease  commitment  over  the  five-year  period  ending  September  11,  2001 of
$417,323.

        Pursuant  to the  Employment  Agreement  between  Mr.  Bordeaux  and the
Company dated February 12, 1997,  the Company agreed to loan to Mr.  Bordeaux an
amount equal to $200,000  with interest  payable  quarterly in arrears at a rate
per annum  equal to the prime rate of  interest  as  reported in The Wall Street
Journal changing as and when such prime rate shall change.  Mr. Bordeaux will be
required  to  repay  this  amount,  including  accrued  interest,  on the  fifth
anniversary of the date of his Employment  Agreement or upon  termination of his
employment by


                                       9

<PAGE>
<PAGE>


the Company for Cause (as defined in the Employment  Agreement) or if terminated
by Mr. Bordeaux, unless his employment has been constructively terminated. As of
the date hereof, the Company has loaned Mr. Bordeaux $25,000 on such terms.

        The  Company  has  adopted a policy  whereby  transactions  between  the
Company and its officers,  directors,  principal stockholders and any affiliates
of the foregoing persons are made on terms no less favorable to the Company than
could  reasonably  be obtained in an arms length  transaction  with  independent
third parties,  and that any such transactions also be approved by a majority of
the Company's disinterested outside directors.


                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly caused this  Amendment No. 1 on Form 10-K/A to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   AMERICAN CRAFT BREWING
                                                   INTERNATIONAL LIMITED

Date:   February 26, 1997                             /s/ James L. Ake
                                                   -----------------------
                                                   James L. Ake
                                                   Executive Vice President,
                                                   Chief Operating Officer
                                                   and Secretary