<PAGE>




                        FORM 10-K/A
                                
                       AMENDMENT NO. 1
            SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
    
    
                       ANNUAL REPORT
            PURSUANT TO SECTION 13 OR 15 (d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
    (Mark One)
    
    [ X ]    Annual report pursuant to Section 13 or 15(d) of the 
             Securities Exchange Act of 1934
             For the fiscal year ended December 31, 1996
       
   [    ]    Transition report pursuant to Section 13 or 15(d) of the 
             Securities Exchange Act of 1934
         
    
    
    For the transition period from            to
                                  ------------   ------------
    
    
    Commission file number         0-14784        
                           ------------------------                             
                                
                 Cable Car Beverage Corporation
   -------------------------------------------------------------            
       Exact name of Registrant as specified in its charter)
                                
                                
           DELAWARE                             52-0880815          
   -----------------------------             -------------------
   (State or other jurisdiction               (I.R.S. Employer       
   of incorporation or organization           Identification No.)    
    
    717 17th Street, Suite 1475, Denver, Colorado            80202   
    ----------------------------------------------         -----------
     (Address of principal executive offices)              (Zip Code)
    
    Registrant's telephone number, including area code: (303) 298-9038    
                                                       ---------------
    Securities registered pursuant to Section 12(b) of the Act:
    
                                          Name of each exchange on
         Title of each class                which registered
    
               None                               None          
           -----------                       -------------
    Securities registered pursuant to Section 12(g) of the Act:
                   Common Stock, $.01 Par Value
    ------------------------------------------------------------
                        (Title of class)
                                   
       Indicate by check mark whether the Registrant (1) has 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 (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       
          --------     --------    
       The aggregate market value of equity securities held by non-
affiliates of the Registrant on April 23, 1997 was approximately 
$17,035,000.
    
       As of April 23, 1997 there were 8,905,324 shares of common stock 
outstanding.
      

                         -1-
<PAGE>



                        PART III
    
  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
    
    Directors and Executive Officers
    
    The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>                                                       
                                                                                
                              Year Became
    Name              Age       Director         Position
----------------     -----   ---------------   -----------------
<S>                  <C>        <C>            <C>
Samuel M. Simpson     44         1986           President, Director
James P. McCloskey    46         1992           Director
William H. Rutter     45         1995           Director
Myron D. Stadler      30         N/A            Chief Accounting Officer 
</TABLE>

    Set forth below is certain information regarding the directors and 
executive officers:
    
    Samuel M. Simpson has been President, Chief Executive Officer and a 
director of the Company since 1986.  He has served as Chairman of the 
Board since 1992.  He was employed as a consultant to reorganize the 
Company during 1983 prior to joining the Company first as its Vice 
President in 1984 and later as its President and Chief Executive Officer 
in 1986.  From 1979 to 1984 Mr. Simpson was President of Energy Prospects, 
Inc. a Denver based privately owned oil and gas company.
    
    James P. McCloskey is Chief Financial Officer of Red Robin 
International, Inc. in Denver, Colorado and has been a director of the 
Company since 1992.  From April 1994 to February 1996, Mr. McCloskey was 
the Chief Financial Officer for Avalon Software Company, in Tucson, 
Arizona.  From 1988 until April 1994, he was Chief Financial Officer of 
the Famous Amos Chocolate Chip Cookie Corporation, San Francisco, 
California.  From 1985 to 1988 he was Chief Financial Officer and 
President, respectively, of the William J. Ash Corporation and The James 
P. McCloskey Corporation, Denver, Colorado, both privately owned real 
estate development companies.  Mr. McCloskey is a certified public 
accountant.
    
    William H. Rutter is a private investor and has been a director of 
the Company since 1995.  From 1991 to 1993, Mr. Rutter was the president 
of Capstone Management Corporation which owns and operates restaurants in 
the Denver area.  From 1984 to 1990, he was a partner in Sherman & Howard, 
a Denver, Colorado law firm.


                            -2-
<PAGE>    
   

    Myron D. Stadler has been employed by the Company since 1992 and was 
elected Chief Accounting Officer and Secretary in 1995.  Prior to 1992, 
Mr. Stadler was a financial analyst for the City and County of Denver at 
Stapleton International Airport. 
    
    ITEM 11.    EXECUTIVE COMPENSATION.
    
    The following table provides summary information concerning 
compensation paid to or earned by the Company's Chief Executive Officer 
for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>    
                SUMMARY COMPENSATION
                --------------------
                                                        
    Name &                  Annual Compensation                       
   Principal                                   Other       Annual               
    Position              Year    Salary       Bonus    Compensation(2)    
-------------------       ----    ------     ---------  ---------------       
<S>                      <C>    <C>          <C>            <C>    
Samuel M. Simpson(1)      1996   $150,000     $140,000       $170,266     
President & Chairman      1995    120,000       75,000              0  
of the Board              1994    115,137       40,000              0       
</TABLE>
<TABLE>
<CAPTION>                         
               SUMMARY COMPENSATION CONT.
               --------------------------
                            Long-Term Compensation           
                            ----------------------
    Name &                          Awards              Payouts  
                              -----------------    --------------------   
    Principal                 Restricted             LTIP      All Other
    Position            Year    Stock     Options  #Payouts Compensation
-------------------     ----  ----------  -------  -------- ------------
<S>                    <C>      <C>         <C>      <C>        <C>    
Samuel M. Simpson(1)    1996     $0          0        $0         $0
President & Chairman    1995      0          0         0          0
of the Board            1994      0          0         0          0
                         
</TABLE>    

    (1)As permitted by Commission rules, no amounts are shown for certain 
perquisites, where such amounts do not exceed the lesser of 10% of bonus 
plus salary or $50,000.
    
    (2)The amounts under "Other Annual Compensation" represent the value 
realized from the exercise of stock options.
    
    The following table provides information with respect to the named 
officers concerning unexercised stock options held as of December 31, 1996.

<TABLE>
<CAPTION>    
    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
    ---------------------------------------------------
            FISCAL YEAR END OPTION VALUES
            -----------------------------
                                                     Number Of                 
                        Shares                      Unexercised              
                      Acquired On     Value          Options At                 
                      exercise(#)    Realized      December 31,1996(#) 
Name                                           Exercisable   Unexercisable  
-------------------   -------------  --------- -----------   -------------
<S>                    <C>          <C>          <C>           <C>             
Samuel M. Simpson
President & Chairman 
of the Board            166,666      170,266      135,000        75,000 
Myron D. Stadler
Chief Accounting 
Officer & Secretary      25,000       20,428       27,200        42,800
</TABLE>





<TABLE>
<CAPTION>    
    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
    ---------------------------------------------------
            FISCAL YEAR END OPTION VALUES CONT.
            -----------------------------------
                                Value Of Unexercised
                                In The Money Options
                              At December 31,1996($) (1)
Name                       Exercisable        Unexercisable
-------------------       -------------       -------------
<S>                         <C>                 <C>
Samuel M. Simpson
President & Chairman 
of the Board                 140,250             18,750
Myron D. Stadler
Chief Accounting 
Officer & Secretary           31,980             28,520
</TABLE>





     (1)  Based on the closing bid price of the Company's common stock at 
December 31, 1996 as reported by the NASDAQ system.
      

                            -3-
<PAGE>

<TABLE>
<CAPTION>


              OPTION GRANTS IN LAST FISCAL YEAR
               ---------------------------------
    
    
                                INDIVIDUAL GRANTS             
                 --------------------------------------------------------   
         
                                        % of Total Options 
                 Number Of Securities      Granted to         Exercise or 
                 Underlying Options       Employees in         Base Price 
Name                Granted (#)(2)         Fiscal Year          ($/Sh)
<S>                    <C>                   <C>               <C>
McCloskey, James P.     37,500                20%               $2.00    
Rutter, William H.      37,500                20%               $2.00   
mpson, Samuel M.        75,000                39%               $2.00
Stadler, Myron          20,000                11%               $2.00

</TABLE>              


<TABLE>
<CAPTION>
               OPTION GRANTS IN LAST FISCAL YEAR  CONT.
               -----------------------------------------
    
     
                                            Potential Realizable 
                                              Value at Assumed 
                                            Annual Rates of Stock 
                                            Price Appreciation for
                                              Option Term(1)
     
Name                   Expiration Date          5%            10%
-------------------   -----------------     ---------      ----------
<S>                  <C>                    <C>             <C>
McCloskey, James P.   December 31, 2000      11,822          24,825
Rutter, William H.    December 31, 2000      11,822          24,825
Simpson, Samuel M.    December 31, 2000      23,644          49,650
Stadler, Myron        December 31, 2003       3,370           7,262
</TABLE>   

 (1)  The potential realizable value is based on the term of the option 
at the date of grant.  It is calculated by assuming that the stock price 
on the date of grant appreciates at the indicated annual rate, compounded 
annually for the entire term, and that the option is exercised and sold 
on the last day of the option term for the appreciated stock price.  
These amounts represent certain assumed rates of appreciation only, in 
accordance with the rules of the Commission, and do not reflect the 
Company's estimate or projection of future stock price performance.  
Actual gains, if any, are dependent on the actual future performance of 
the Common Stock.  There can be no assurance that the amounts reflected in
this table will be achieved.
    
    (2)   These options become exercisable December 31, 1997 through 
December 31, 2000.
    
    Compensation Pursuant to Plans
    ------------------------------    
    The Company presently has no proposed compensation plans such as 
pension, profit sharing, retirement plans, or other similar forms of 
executive compensation.
    
    Employment Agreement
    --------------------   
    The Company's President and Chief Executive Officer, Samuel M. 
Simpson, has an employment agreement with the Company which currently 
runs through December 31, 1999.  Mr. Simpson's agreement provides for an 
annual base salary of $175,000 plus an annual bonus which is based on the
Company achieving certain financial performance levels.
    
    Directors
    ---------    
    The Company compensates outside directors at the rate of $1,000 per 
quarter and reimburses direct expenses associated with attending meetings.  
The Board of Directors does not have committees.
      

                          -4-
<PAGE>
      
   ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT.
           
    The table below sets forth information as of April 23, 1997 with 
respect to beneficial ownership of the Common Stock by all directors and 
officers, both individually and as a group, and by each person known by 
the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Common Stock.  As of April 23, 1997 the Company 
had 8,905,324 shares of common stock outstanding.
<TABLE>
<CAPTION>    
                               Amount and Nature of         Percent of  
    Name                      Beneficial Ownership1         Class Owned
 --------------------         ---------------------         -----------   
 Officers & Directors
<S>                              <C>                           <C>   
 Samuel M. Simpson                1,314,877                     14.3%
 James P. McCloskey                 143,625                     1.57%
 William H. Rutter                  761,232                     8.39%
 Myron D. Stadler                    95,000                     1.05%
 Officers and Directors 
 as a Group (4 persons)           2,314,734                     24.4%
</TABLE>

    
 5% Shareholders
 ---------------    
    None
    
     1  Includes presently outstanding options to purchase shares of the 
Company's Common Stock held by each of the foregoing.
              
                  
     ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
              
    On May 1, 1996, the Company loaned $75,000 to Samuel M. Simpson, the 
Company's President and CEO.  The loan proceeds were used by Mr. Simpson 
to exercise 166,666 stock options in the Company.  This loan was evidenced 
by a promissory note bearing interest of 8% per annum, with interest and 
principal due and payable on  January 31, 1997.  Mr. Simpson pledged 
268,644 shares of common stock of the Company as security for this loan.  
The largest aggregate amount of indebtedness during 1996 was $79,016.39 
which included $4,016.39 of accrued interest.  The entire amount of the 
loan including interest was repaid on December 31, 1996.
    





                           -5-
<PAGE>

      
                         PART IV
    
   ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
              FORM 8-K.
              
    (a)  The following documents are filed as a part of this report:
    
    Financial Statements and Financial Statement Schedules
    ------------------------------------------------------    
    The financial statements and financial statement schedules filed with 
this report are listed in the Index to Financial Statements appearing on 
page F1.
    
    Exhibits
    --------
    The documents listed below have been filed as exhibits to this report:
    
       Exhibit Number                    Exhibits
       --------------                    --------         
          
        (3)-A           Certificate of Incorporation, as amended (Filed 
                        as Exhibit (3) with and incorporated by reference 
                        from Form 10-K dated October 9, 1987)
    
        (3)-B           Certificate of Amendment - July 20, 1989, changing 
                        name * 
    
        (3)-C           Bylaws, as amended (Filed as Exhibit (3) with and 
                        incorporated by reference from Form 10-K dated 
                        October 9, 1987)
    
        (10)-G          Stewart's Master Agreement - Stewart's Restaurants, 
                        Inc. as amended by Addendum, dated April 11, 1994 
                        and incorporated by reference from Form 10-K dated 
                        May 4, 1994
    
        (10)-S          Employment Agreement with executive, Samuel M. 
                        Simpson and incorporated by reference from Form 
                        10-K dated April 14, 1995.
    
        (10)-T          Addendum to Employment Agreement with executive, 
                        Samuel M. Simpson.
    
        (21)            Subsidiaries of the Company (Filed as Exhibit 
                        (22) with and incorporated by reference to the 
                        current Form 10-K, Note 1 to the Consolidated 
                        Financial Statements.)
    
    
      
  * Incorporated by reference to Form S-1 filed September 25, 1989, SEC 
file #33-30480.
    
    (b) Reports on Form 8-K
        -------------------    
    None.
      
  
                       -6-
<PAGE>


                          SIGNATURES
    
    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, Cable Car Beverage Corporation has duly caused this 
report to be signed on its behalf by the undersigned, hereunto duly 
authorized.
    
(Registrant)                         CABLE CAR BEVERAGE CORPORATION
(Date)                               April 23, 1997
By(Signature)                        /s/Samuel M. Simpson
(Name and Title)                     Samuel M. Simpson
                                     President and Chief Executive Officer


    Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated.
    
(Date)                         April 23, 1997
By(Signature)                  /s/Samuel M. Simpson
(Name and Title)               Samuel M. Simpson 
                               Chairman of the Board & President


(Date)                         April 23, 1997    
By(signature)                  /s/Myron D. Stadler
(Name and Title)               Myron D. Stadler   
                               Chief Accounting Officer
    
    
    
    
                                
    
    
                            -7-