SPECIALTY RETAIL GROUP INC
10QSB/A, 1996-12-10
HOBBY, TOY & GAME SHOPS
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<PAGE>
                                   FORM 10-QSB/A-1
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549
                                           
[Mark  One]

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Quarterly period ended September 29, 1996 or

[   ] 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
         --------------------------------------------------
         (State or other jurisdiction Of    (IRS Employer Identification No.)
           incorporation or organization)   

         1720 Post Road East, Suite 112,  Westport,  Connecticut  06880
                            (Address of principal offices)
                                           
                                    (203) 256-4380
                             (Issuer's telephone number)
                                           

    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
                                                                   ---    ---

On November 5,  1996,  9,538,071 shares of the issuer's Common Stock were
outstanding.
                                There are no exhibits

<PAGE>


                                      SIGNATURES
                                           
    In accordance with the requirements of the Exchange Act, the Registrant
caused this amendment to the Report on Form 10-QSB to be signed on its behalf by
the undersigned, thereto duly authorized.

                             
                                       SPECIALTY RETAIL GROUP, INC.

Date: December 6, 1996                 By /s/ Kevin R. Greene   
                                         --------------------
                                       Kevin R. Greene
                                       Chairman of the Board,
                                       Chief Executive and
                                       Financial Officer




<PAGE>
                                  INDEX TO EXHIBITS
                                           

Exhibit No.        Description

27                 Financial Data Summary



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10-QSB FOR THE
QUARTER-ENDED SEPTEMBER 29, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-29-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               SEP-29-1996
<CASH>                                         166,489
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                  1,066,592
<CURRENT-ASSETS>                             1,357,158
<PP&E>                                       1,267,423
<DEPRECIATION>                                 515,306
<TOTAL-ASSETS>                               2,349,878
<CURRENT-LIABILITIES>                        2,213,304
<BONDS>                                              0
                                0
                                      2,394
<COMMON>                                         9,538
<OTHER-SE>                                     124,642
<TOTAL-LIABILITY-AND-EQUITY>                 2,349,878
<SALES>                                      1,247,293
<TOTAL-REVENUES>                             1,247,293
<CGS>                                          819,507
<TOTAL-COSTS>                                  819,507
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (757,648)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (757,648)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (757,648)
<EPS-PRIMARY>                                   (0.08)
<EPS-DILUTED>                                   (0.08)
        

</TABLE>


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