<PAGE>
Filed Pursuant to
Rule 424(b)(3)
Registration No. 333-11535
Addendum dated March 5, 1998 to Specialty Retail Group, Inc.
Prospectus dated February 5, 1998 (Registration No. 333-11535)
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Pages 9, 15 and 21
Building Blocks, with the approval of the Committee and the
Company, submitted a revised Plan to the Bankruptcy Court on
February 18, 1998, and the Bankruptcy Court approved the mailing
of the revised Plan to Building Blocks' creditors. The revised
Plan contemplates that the Company will pay to Building Blocks
the sum of $58,000 to enable Building Blocks to settle creditor
claims, and will provide $25,000 of the $30,000 required under
the settlement of the Store Lease. The revised Plan contemplates
Building Blocks paying the additional $5,000 out of Building
Blocks' Chapter 11 assets. In addition, Building Blocks will be
dissolved and not merged into the Company. As a result, the
Company will not have any right to use the portion of its
historic consolidated net operating loss carryforwards ("NOLs")
attributable to Building Blocks' operations. The Company has not
performed a precise calculation of the Company's share of the
consolidated NOLs, but believes that, at June 29, 1997, the
Company's share of the consolidated NOLs was less than one-half
of the approximate total of $13,475,000. It is expected that the
beneficial owners of the Company's Common Stock who have been
providing cash advances to fund the Company's operations will
advance the $83,000 contemplated in the Plan.
