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FORM 10-KSB/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Annual period ended June 30, 1996
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the Transition period from ________ to _______
Commission File Number 0-18707
SPECIALTY RETAIL GROUP, INC.
(Exact Name of Small Business Issuer as specified in its charter)
Florida 59-2824411
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(State or other jurisdiction (IRS Employer Identification No.)
Of incorporation or organization)
1720 Post Road East, Suite 112, Westport, Connecticut 06880
(Address of principal offices)
(203) 256-4380
(Issuer's telephone number)
Securities registered
pursuant to Section 12(b) of the act:
None
Securities registered
pursuant to Section 12(g) of the act:
Common stock, par value $ .001
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 issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___
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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 the Issuer's knowledge, in definitive proxy or other information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]
The Issuer's revenues for the year ended June 30, 1996 were $7,126,444.
The aggregate market value of the Issuer's common stock held by
non-affiliates of the Issuer (assuming for this purpose that all officers,
directors and holders of more than 10% of the Company's outstanding voting stock
are affiliates), computed by reference to the average bid and asked prices of
such stock as of September 24, 1996, was $2,088,089.
As of September 24, 1996 there were 9,538,071 shares of common stock
outstanding, including 213,333 shares held by an escrow agent.
Transitional Small Business Disclosure Format (check one:) Yes____ No X
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this Amendment to Report on Form 10-KSB to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 2, 1996 SPECIALTY RETAIL GROUP, INC.
By: KEVIN R, GREENE
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Chairman of the Board,
Chief Executive and Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
3.1 Articles of Incorporation (incorporated by reference
to the Company's Current Report in Form 8-K dated July 2,
1991)
3.2 Amended and Restated By-Laws (incorporated by reference
to the Exhibit 3.2 to Form 10-KSB for the year ended July
2, 1995)
10.1 1991 Non-Qualified Stock Option Plan (incorporated by
reference to the Exhibit 10.23 to Form 10-KSB for the year
ended June 30, 1992)
10.2 1994 Stock Option Plan (incorporated by reference to the
Form 10-KSB for the year ended July 2, 1995)
10.3 Agreement of Settlement and Compromise dated August
22, 1996 by and among Peter Sayet, a selling stockholder
and Registrant
10.4 Registration Rights Agreement dated as of August 22,
1996 by and among Peter Sayet, a selling stockholder and
Registrant
10.5 Escrow Agreement dated August 22, 1996 by and among
Peter Sayet, a selling stockholder, Registrant and Escrow
Agent
10.6 Escrow Agreement dated August 22, 1996 by and among
Peter Sayet, a selling stockholder, Registrant and the
Escrow Agent
10.7 Employment Agreement dated as of April 1, 1996 between
Building Blocks and Steven E. Glass
10.8 Option Agreement dated April 2, 1996 between Registrant
and Steven E. Glass
10.9 Option Agreement dated October 2, 1995 between
Registrant and Steven E. Glass
10.10 Agreement dated as of July 29, 1996 between Registrant
and Selig A. Zises
10.11 Agreement dated as of June 29, 1995 between Registrant
and ILMA (incorporated by references to Exhibit 2.1 to
Form 8-K dated June 29, 1995)
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10.12 Agreement and Plan of Merger dated June 30, 1995
between Registrant and HVMC (incorporated by reference
to Exhibit 2.2 to Form 8-K dated June 29, 1995)
10.13 Option Agreement dated March 7, 1994 between
Registrant and Jonathon Heller (incorporated by reference
to Exhibit 10.11 to Form 10-KSB for the year ended July 2,
1995)
10.14 Option Agreement dated March 1, 1995 between
Registrant and Jonathon Heller (incorporated by reference
to Exhibit 10.10 to From 10-KSB for the year ended July 2,
1995)
21 Subsidiaries of Registrant
23 Consent of BDO Seidman, LLP
27 Financial Data Summary
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES F-2 AND F-3 OF THE COMPANY'S FORM 10-KSB FOR THE YEAR-ENDED JUNE 30, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 387,006
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 1,281,777
<CURRENT-ASSETS> 1,798,321
<PP&E> 1,281,535
<DEPRECIATION> 503,209
<TOTAL-ASSETS> 3,002,678
<CURRENT-LIABILITIES> 2,108,456
<BONDS> 0
0
2,394
<COMMON> 8,675
<OTHER-SE> 313,153
<TOTAL-LIABILITY-AND-EQUITY> 3,002,678
<SALES> 7,126,444
<TOTAL-REVENUES> 7,126,444
<CGS> 4,136,490
<TOTAL-COSTS> 4,136,490
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (3,352,648)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,352,648)
<INCOME-TAX> 26,020
<INCOME-CONTINUING> (3,378,668)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,378,668)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> (0.39)
</TABLE>
