<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[Mark One]

 X       Quarterly report under Section 13 or 15(d) of the Securities Exchange
---      Act of 1934
         For the quarterly period ended June 30, 1999

                                       OR

         Transition report under Section 13 or 15(d) of the Securities Exchange
---      Act of 1934
         For the transition period from          to

                         Commission File Number 0-18707

                               TBM HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

            Florida                                              59-2824411
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

136 Main Street, Westport, Connecticut                              06880
(Address of principal executive offices)                          (zip code)

                                 (203) 227-6140
              (Registrant's telephone number, including area code)

         Specialty Retail Group, Inc., 477 Madison Avenue, 14th Floor,
                            New York, New York 10022
        (Former name, former address and formal fiscal year, if changed
                               since last report)

Indicate by check mark whether the issuer: (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 number of shares outstanding of the issuer's Common Stock, $.001 par value
per share, as of August 11, 1999, was 2,570,357, excluding 516 contingently
issuable shares held by an escrow agent.

Transitional Small Business Disclosure Format (check one):  Yes     No  X
                                                                ---    ---
<PAGE>   2
                                      INDEX

                               TBM HOLDINGS, INC.


                                                                           Page

Part I.  Financial Information

         Item 1.  Financial Statements (Unaudited)

                  Consolidated Balance Sheets
                  as of June 30, 1999, and December 31, 1998............

                  Consolidated Statements of Operations for the six
                  months ended June 30, 1999; and twenty-six weeks
                  ended June 28, 1998...................................

                  Consolidated Statements of Cash Flows
                  for the three months ended June 30, 1999 and the
                  thirteen weeks ended June 28, 1998; and the six
                  months ended June 30, 1999 and twenty-six weeks
                  ended June 28, 1998...................................

                  Notes to Consolidated Financial Statements............

         Item 2.  Plan of Operation.....................................

Part II. Other Information

         Item 2.  Changes in Securities.................................
         Item 4.  Submission of Matters to a Vote of Security Holders...
         Item 5.  Other Information.....................................
         Item 6.  Exhibits and Reports on Form 8-K......................

Signature...............................................................
<PAGE>   3
                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements


TBM HOLDINGS, INC.
(FKA SPECIALTY RETAIL GROUP, INC.)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                  JUNE 30              DECEMBER 31
                                                                                    1999                 1998
                                                                              ----------------     ----------------
<S>                                                                         <C>                  <C>
ASSETS
CURRENT ASSETS
Cash                                                                        $      12,121,001    $           1,652
Prepaid expenses                                                                       17,260                    -
                                                                              ----------------     ----------------
  Total current assets                                                             12,138,261                1,652

FIXED ASSETS
Property and equipment, net                                                                 -                2,023

OTHER ASSETS
Security deposits                                                                       3,300                    -
                                                                              ----------------     ----------------

TOTAL ASSETS                                                                $      12,141,561    $           3,675
                                                                              ================     ================


LIABILITIES
CURRENT LIABILITIES
Accounts payable                                                            $          44,414    $         363,999
Corporation taxes payable                                                              11,827                2,007
Demand loans payable to stockholders                                                        -              517,865
                                                                              ----------------     ----------------
  Total current liabilities                                                            56,241              883,871

OTHER LIABILITIES
Legal settlement                                                                       80,000               80,000
                                                                              ----------------     ----------------
  Total liabilities                                                                   136,241              963,871
                                                                              ----------------     ----------------

Commitments and contingencies

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock; 15,000,000 shares authorized;
$.001 par value; Series A-1 preferred stock; 10,000,000 shares
 authorized; 0 and 2,394,130 shares issued and outstanding                                  -                2,394
Common Stock; 10,000,000 shares authorized; $.001 par value;
2,568,000 and 9,324,738 shares issued and outstanding                                   2,568                9,325
Additional paid - in capital                                                       24,376,392           11,573,570
Accumulated deficit                                                               (12,373,640)         (12,369,821)
Treasury stock - 0 and 240,500 common shares, at cost                                       -             (175,664)
                                                                              ----------------     ----------------

Total stockholders' equity (deficit)                                               12,005,320             (960,196)
                                                                              ----------------     ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $      12,141,561    $           3,675
                                                                              ================     ================
</TABLE>

<PAGE>   4
TBM HOLDINGS, INC.
(FKA SPECIALTY RETAIL GROUP, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                       THREE MONTHS            THIRTEEN           SIX MONTHS            TWENTY-SIX
                                                          ENDED               WEEKS ENDED           ENDED              WEEKS ENDED
                                                        JUNE 30,              JUNE 28,             JUNE 30,             JUNE 28,
                                                          1999                  1998                 1999                 1998
                                                     ---------------      ----------------     ----------------      ---------------

<S>                                                <C>                   <C>                 <C>                  <C>
RESULTS OF CONTINUING OPERATIONS:
Selling, general and administrative expenses       $          9,253                     -    $           9,253                    -
                                                     ---------------      ----------------     ----------------      ---------------

Loss from operations                                         (9,253)                    -               (9,253)                   -

Investment income                                            37,278                                     37,278
                                                     ---------------      ----------------     ----------------      ---------------

Income from continuing operations                            28,025                     -               28,025                    -

Loss from discontinued operations                            10,592     $         (57,269)             (31,844)   $        (184,745)
                                                     ---------------      ----------------     ----------------      ---------------

Net income (loss)                                  $         38,617     $         (57,269)   $          (3,819)   $        (184,745)
                                                     ===============      ================     ================      ===============

Income (loss) per share:
  Income from continuing operations                $           0.06     $               -    $            0.12    $               -
  Income (loss)from discontinued operations                    0.02                 (2.60)               (0.14)               (8.40)
                                                     ---------------      ----------------     ----------------      ---------------

  Net income (loss)                                $           0.08     $           (2.60)   $           (0.02)   $           (8.40)
                                                     ===============      ================     ================      ===============

Weighted average number of common shares
outstanding                                                 446,333                22,000              234,167               22,000
                                                     ===============      ================     ================      ===============

</TABLE>



<PAGE>   5
TBM HOLDINGS, INC.
(FKA SPECIALTY RETAIL GROUP, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                SIX MONTHS            TWENTY-SIX
                                                                                   ENDED               WEEKS ENDED
                                                                                  JUNE 30,             JUNE 28,
                                                                                    1999                 1998
                                                                              ----------------     ----------------
<S>                                                                         <C>                  <C>
Cash flows from operating activities:

Net loss                                                                    $          (3,819)   $        (184,745)
Adjustments to reconcile net loss to net cash
used in operating activities:
  Depreciation and amortization                                                         2,023                  363
  Gain on forgiveness of debt                                                         (23,924)
  Changes in:
    Other current assets                                                              (17,260)              22,801
    Other assets                                                                       (3,300)                   -
    Accounts payable                                                                  (56,577)              (1,390)
    Corporation taxes payable                                                           9,820              (30,000)
                                                                              ----------------     ----------------

Net cash used in operating activities                                                 (93,037)            (192,971)
                                                                              ----------------     ----------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                           12,730,000                    -
  Costs of issuance of common stock                                                  (517,614)                   -
  Loans from stockholders                                                                   -              168,479
                                                                              ----------------     ----------------

Net cash provided by financing activities                                          12,212,386              168,479
                                                                              ----------------     ----------------

Net increase (decrease) in cash and cash equivalents                               12,119,349              (24,492)

Cash and cash equivalents, beginning of period                                          1,652               29,416
                                                                              ----------------     ----------------

Cash and cash equivalents, end of period                                    $      12,121,001    $           4,924
                                                                              ================     ================
</TABLE>
<PAGE>   6
                               TBM HOLDINGS, INC.
                       (FKA SPECIALTY RETAIL GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 1999


NOTE A - BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements of TBM Holdings,
Inc. (collectively, the "Company") (formerly known as Specialty Retail Group,
Inc.) have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-QSB.

With respect to the unaudited consolidated financial statements for the six
months ended June 30, 1999 and the twenty-six weeks ended June 28, 1998,
respectively, it is the Company's opinion that all necessary adjustments
(consisting of normal and recurring adjustments) have been included to present a
fair statement of results for the interim periods.

As discussed in Note E, the only current operations of the Company are related
to its plans to acquire a manufacturing business. On June 15, 1999, the Company
effected a 1:412.92 reverse stock split. This split has been given retroactive
effect throughout these financial statements.

These statements should be read in conjunction with the Company's financial
statements included in the Company's Annual Report on Form 10-KSB for the
transition period ended December 31, 1998. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations promulgated by the Securities and Exchange
Commission.

NOTE B - FISCAL YEAR:

The Company previously adopted a 52/53 week fiscal year ending on the Sunday
closest to June 30. Fiscal year June 28, 1998 consisted of 52 weeks. The Company
changed its fiscal year to a twelve month reporting period and its year end to
December 31 resulting in a short period beginning June 29, 1998 and ended
December 31, 1998.

NOTE C - COMMITMENTS AND CONTINGENCIES:

(1)   TERMS AND PREFERENCES OF PREFERRED STOCK:
The Series A-1 preferred stock pays no dividends or interest and is not
convertible into common stock. It has a liquidation preference of $.001 per
share, is redeemable at $.001 per share and votes on the basis of one vote per
share with the holders of the common stock, as a single class, on all matters
presented to stockholders. In conjunction with an agreement to bring additional
cash into the Company (See Note E), all preferred stock was contributed to the
capital of the Company and has been returned to the status of authorized, but
unissued, preferred stock.

(2)   LEGAL SETTLEMENT - ISSUANCE OF COMMON STOCK:
The Company was one of several defendants in a lawsuit with a former officer,
director and stockholder of the Company's predecessor corporation who alleged,
among other things, breach of contract, fraud, defamation, interference with
stock transfer rights, breach of fiduciary duties by certain former officers of
the Company, conspiracy to defraud, and interference with respect to a
termination payment of $1,400,000 pursuant to an employment agreement with the
Company. In August 1996, the Company settled this litigation without admitting
liability by issuing an aggregate of 1,574 (650,000 pre-split) shares of the
Company's common stock to the plaintiff and his designee. Accordingly, the
Company recorded a non-cash expense of $570,000 which appeared as "Legal
Settlement, non-cash" in the consolidated statements of operations for the 52
weeks ended June 30, 1996. Such non-cash expense was based on the market value
of the Company's common stock at the time of issuance. During the 52 weeks ended
June 29, 1997, the Company recorded an additional expense and liability of
$80,000.

<PAGE>   7
                               TBM HOLDINGS, INC.
                       (FKA SPECIALTY RETAIL GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 1999

The Company also agreed to guarantee up to $160,000 for any shortfall from
$650,000 realized upon the sale by the holders of all of the 1,574 shares. The
Company may satisfy the guarantee by a cash payment or issuance to the holders
of an additional 516 common shares currently being held by an escrow agent. Such
shares have been issued, but are not included in the accompanying statements of
changes in capital deficit. The agreement further provides for the Company to
receive 67% of the excess over $650,000, if any, of proceeds received by the
plaintiff and his designee from market sales of the shares.

(3)   LEASE COMMITMENTS:

The Company presently has no operating lease commitments. The Company currently
occupies office space on a month to month basis at $1,800 per month. Rent
expense totaled $1,800 for the six months ended June 30, 1999 and $0 for the
twenty-six weeks ended June 28, 1998.

NOTE D - STOCKHOLDERS' EQUITY
On June 15, 1999, the Company finalized an agreement whereby substantially all
of the Company's liabilities were paid, forgiven or converted to equity or stock
purchase options. In conjunction therewith, the Company effected a 1:412.92
reverse stock split (reducing its outstanding shares from 9,084,238 to 22,000),
changed its name from Specialty Retail Group, Inc. to TBM Holdings, Inc.,
dissolved its subsidiaries and revised its corporate articles of incorporation
and by-laws. Also, the Company completed a private placement of 2,546,000
restricted common shares at $5.00 per share for a total of $12,730,000. Expenses
related to the private placement of $517,614 result in net proceeds to the
Company of $12,212,386. It is the Company's plan to purchase a manufacturing
business and use the expertise of the Company's executives and consultants to
improve the operations and value of the business on a long-term basis.

As a result of the private placement, the federal net operating loss
carryforward in any one year will be severely limited in accordance with
Internal Revenue Code Section 382 regarding changes in ownership of more than
50%. As a result, any federal net operating loss carryforwards and the benefits
attributable to them will be insignificant.

<PAGE>   8

Item 2.           Plan of Operation

         On June 15, 1999, TBM Holdings, Inc., a Florida corporation (the
"Company"), completed a private placement of its Common Stock pursuant to which
the Company issued and sold 2,546,000 shares of Common Stock for aggregate
proceeds to the Company of $12,730,000 (the "Offering"). The Company intends to
use the net proceeds of the Offering to finance future business acquisitions of
one or more manufacturing companies in specifically targeted industries.
Pending an acquisition, the Company has invested the proceeds of the Offering
with Morgan Stanley & Company, as custodian, in short-term securities, money
market instruments and government securities.

        Currently, the Company does not have an operating business and,
accordingly, does not have any revenues. The Company is solely engaged in
seeking an underperforming manufacturing company with approximately $50,000,000
to $250,000,000 in sales for possible acquisition. Upon an acquisition, the
Company intends to implement certain growth strategies to strengthen the
operation, performance and competitive position of the acquired company. Once an
initial company is acquired and operations and performance are improved, the
Company intends to acquire other companies in the same industry or complementary
manufacturing industries. As of the date hereof, the Company has not entered
into an agreement with any specific company nor identified any specific
acquisition that is likely to be consummated. No assurance of success with
respect to the Company's efforts to identify and acquire a manufacturing company
can be made.

         The Company believes that its available cash, cash equivalents and
liquid investments will satisfy its cash requirements for its operations in the
next twelve months. Upon the identification of an acquisition candidate, the
Company may need to raise additional funds to consummate such acquisition. Until
an acquisition is consummated, the Company does not intend to conduct any
product research or development, purchase any plant or significant equipment or
make any significant changes in the number of employees.

         The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than interest
income. For the current fiscal year, the Company anticipates incurring a loss as
a result of expenses associated with reporting obligations pursuant to the
Securities Exchange Act of 1934, as amended, and expenses associated with
locating and evaluating acquisition candidates.

         Statements contained in this Form 10-QSB that are not purely historical
are forward-looking statements and are being provided in reliance upon the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. All
forward-looking statements are made as of the date hereof and are based on
current management expectations and information available to the Company as of
such date. The Company assumes no obligation to update any forward-looking
statement. It is important to note that actual results could differ materially
from historical results or those contemplated in the forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties and may
include trend information.


<PAGE>   9
                                     PART II
                                OTHER INFORMATION


Item 2.       Changes in Securities

              Immediately prior to the closing of the Offering (as defined
below) on June 15, 1999, the Company's sole director authorized, and holders of
a majority of the outstanding voting stock of the Company approved, a
one-for-412.92 reverse stock split pursuant to which the 9,084,238 shares of
Common Stock of the Company issued and outstanding on June 15, 1999, were
combined and converted into 22,000 shares of Common Stock of the Company. The
number of authorized shares of Common Stock was reduced from 100,000,000 to
10,000,000. In addition, all of the Preferred Stock of the Company was returned
to authorized and unissued status. On June 15, 1999, the Company filed an
amendment to its Restated Articles of Incorporation with the Secretary of State
of the State of Florida to effectuate the one-for-412.92 reverse stock split of
the outstanding shares. Each outstanding certificate for shares of Common Stock
of the Company issued and outstanding on June 15, 1999, now represents the
number of shares into which it was converted and combined in the reverse stock
split.

              On June 15, 1999, the Company sold 2,546,000 shares of Common
Stock, for $5.00 per share, for aggregate proceeds to the Company of $12,730,000
(the "Offering"). The shares were sold solely to accredited investors in
reliance on the exemption provided by Section 4(2) of the Securities Act of 1933
and Regulation D promulgated thereunder. There were no underwriters involved in
this sale; however, Winslow, Evans & Crocker, Inc. was retained as placement
agent and paid a fee of $30,000.

              In connection with the Stock Purchase and Reorganization Agreement
among the Company, Seymour Zises, TBM Consulting Group, Inc. ("TBM Consulting")
and Colt Services, Inc. ("Colt"), the Company issued to TBM Consulting and Colt
and their respective designees, warrants to purchase an aggregate of 20% of the
Company's Common Stock on a fully diluted basis at $5.00 per share. The Company
also issued to Seymour Zises and his designee, warrants to purchase an aggregate
of 1% of the Common Stock on a fully diluted basis at 5.00 per share. The
warrants are exercisable upon the acquisition of an operating company. In
addition, the Company issued to certain creditors who had provided legal
services to the Company, options to purchase an aggregate of 33,000 shares of
Common Stock for $5.00 per share. The options are exercisable at any time, or
from time to time, prior to December 12, 1999.

Item 4.       Submission of Matters to a Vote of Security Holders

              By written consent, the holders of a majority of the outstanding
voting stock of the Company approved (i) the combination and conversion of
shares of Common Stock and the reduction of the number of authorized shares of
Common Stock as described in Item 2 above; (ii) changing the name of the Company
from Specialty Retail Group, Inc. to TBM Holdings, Inc.; and (iii) the execution
of the Stock Purchase and Reorganization Agreement among the Company, Seymour
Zises, TBM Consulting Group, Inc. and Colt Services, Inc. The number of


                                       2
<PAGE>   10
shares voted in favor of each of these matters was 6,068,951, which represented
a majority of the outstanding voting stock of the Company.

Item 5.       Other Information

              Immediately prior to the Offering, the Board of Directors of the
Company approved the Amended and Restated Bylaws of the Company which are filed
as Exhibit 3.2 to this Form 10-QSB (the "Restated Bylaws"). The amendments
incorporated in the Restated Bylaws, among other things, conform certain
provisions of the prior Bylaws to current Florida corporate law and eliminate
certain other provisions of such prior Bylaws which by their terms are no longer
of any effect. In addition, the Restated Bylaws eliminate the standing Executive
Committee and provisional Minority Nominating Committee as Board committees. In
lieu of such committees, a standing Audit Committee and Compensation Committee
are required. The Audit Committee, to be comprised of two or more non-officer,
non-employee directors, is responsible for making recommendations on the
appointment of the Company's independent accountants, reviewing all matters
related to the audit of the Company's financial statements, and reviewing all
related party transactions for potential conflicts of interest. The Compensation
Committee, a majority of the members of which are required to be non-officer,
non-employee directors, is responsible for approving and recommending to the
Board the compensation arrangements and benefits for key management of the
Company and its subsidiaries, and the stock option, retirement and other similar
plans to be adopted by the Company.

Item 6.       Exhibits and Reports on Form 8-K

         (a)      Exhibits

Number            Description

2.1               Stock Purchase and Reorganization Agreement dated as of June
                  15, 1999, by and among Specialty Retail Group, Inc., Seymour
                  Zises, TBM Consulting Group, Inc. and Colt Services, Inc.
                  (incorporated by reference to Exhibit 2.1 to Report on Form
                  8-K filed June 30, 1999). Pursuant to Item 601(b)(2) of
                  Regulation S-B, the Company agrees to furnish a supplementary
                  copy of any omitted schedule or exhibit to the Securities and
                  Exchange Commission upon request.

3.1               Articles of Incorporation of the Registrant as amended through
                  June 10, 1999, and filed with the Secretary of State of the
                  State of Florida on June 15, 1999.

3.2               Amended and Restated By-Laws of the Registrant effective June
                  15, 1999.

10.1              Consulting and Management Services Agreement dated June 17,
                  1999, between the Registrant and TBM Consulting Group, Inc.

10.2              Consulting Agreement dated June 17, 1999, between the
                  Registrant and Colt Services, Inc.


                                       3
<PAGE>   11
10.3              Consulting Agreement dated June 17, 1999, among the
                  Registrant, TBM Consulting Group, Inc. and Colt Services, Inc.

10.4              Employment Agreement dated June 17, 1999, between the
                  Registrant and William A. Schwartz.

10.5              Form of Indemnification Agreement between the Registrant and
                  each of its officers and directors.

10.6              Form of Warrant Agreement between the Registrant and each of
                  Seymour Zises, TBM Consulting Group, Inc. and Colt Services,
                  Inc. and their respective designees.

27                Financial Data Schedule

         (b) A report on Form 8-K was filed on June 30, 1999. No other reports
on Form 8-K were filed.


                                       4
<PAGE>   12
                                    SIGNATURE

         In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Company has caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                    TBM HOLDINGS, INC.



Date:    August 11, 1999            By: /s/ William A. Schwartz
                                        ----------------------------------------
                                        William A. Schwartz, President and
                                        Principal Financial Officer


                                       5