FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C, 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal year ended December 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________to ___________
Commission File No. 33-8070-LA
MAXI GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0420448
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
737 Westholme Avenue
Los Angeles, CA 90024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(213)470-3650
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 the common voting stock held by
non-affiliates as of May 31, 1996: Not Determinable.
Shares outstanding of the Registrant's common stock as of
May 31, 1996: 21,925,000
The issuer had no significant revenue for its fiscal year ended
December 31, 1995.
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PART I
Item 1. Description of Business.
(a) General Development of Business.
Maxi Group, Inc. (the "Registrant" or "Company"), was
incorporated under the laws of the State of Nevada on June 17,
1986. The Registrant was organized to raise capital and then
seek out, investigate and acquire any suitable asset, property or
other business opportunity without regard to any specific
business or industry.
In connection with its corporate purposes, the Registrant
effected a public offering of its $.001 par value common stock
which became effective January 5, 1988, pursuant to which it sold
2,155,000 shares of common stock and raised gross proceeds of
$107,750. This offering was closed on April 22, 1988. This
offering was registered under the Securities Act of 1933 pursuant
to a Registration Statement on Form S-18 which was filed with the
Securities & Exchange Commission at the regional office in Los
Angeles, California. Subsequent to the close of the offering,
the Registrant has been in the process of investigating potential
acquisitions, but has not made any acquisition. The Company has
not yet engaged in any significant business activities.
The Company formed a wholly-owned subsidiary, Zoe Capital
Corp., a public blind pool (blank check) company, for the purpose
of allowing the shareholders of the company to participate in
another company which would seek a business acquisition of its
own. This was intended to diversify the number and type of
acquisitions which can potentially benefit the shareholders of
the Company. In connection with its formation, Zoe Capital Corp.
issued 3,655,000 shares of common stock to the Company in exchange
for $30,000. The shares were issued as units with warrants to purchase
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another 3,655,000 shares of common stock at $1.00 per share. The
Company distributed all 3,655,000 of the Zoe units to its
shareholders on a 1 for 1 basis (one Zoe unit for every one Maxi
share). The shares were distributed at no cost to the individual
Maxi Group shareholders who were shareholders of record as of
June 19, 1989, the Record Date.
(b) Financial Information about Industry Segments.
The Registrant does not presently have separate industry
segments.
(c) Narrative Description of the Business.
General Discussion
The Company's business plan is to seek one or more potential
business ventures, anywhere in the United States, which, in the
opinion of management may warrant involvement by the Company.
The Company will only acquire businesses which can generate or
provide audited financial statements. This will limit the types of
businesses which the Company could acquire to those firms which
have previously had audited financial statements. The Company
recognizes that because of its limited financial, managerial and
other resources, the number of suitable potential business
ventures which may be available to it will be extremely limited.
The Company's principal business objective will be to seek
long-term growth potential in the business venture in which it
participates rather than to seek immediate, short-term earnings.
In seeking to attain the Company's business objective, it will
not restrict its search to any particular business or industry,
but may participate in business ventures of essentially any kind
or nature, including, but not limited to, finance, high
technology, manufacturing, natural resources, service, research
and development, communications, insurance, brokerage,
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transportation and others. Management's discretion is
unrestricted and it may participate in any business venture
whatsoever, which may meet the business objectives discussed
herein. It is emphasized that the business objectives discussed
are extremely general and are not intended to be restrictive upon
the discretion of management.
The Company will seek one or more potential business ventures
from its known sources, but will rely heavily on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people. It is not
anticipated that the Company will engage professional firms
specializing in business acquisitions or reorganizations. In some
instances, the Company may publish notices or advertisements
seeking a potential business venture in financial or trade
publications.
The Company will not restrict its search to any specific kind
of firms, but may acquire a venture in its preliminary or
development stage, may participate in a business which is already
in operation or in a business in various stages of its corporate
existence. It is impossible to predict at this stage the status of
any venture in which the Company may participate, in that the
venture may need additional capital, may merely desire to have its
shares publicly traded, or may seek other perceived advantages
which the Company may offer. In some instances, the business
endeavors may involve the acquisition of or merger with a
corporation which does not need substantial additional cash but
which desire to establish a public trading market for its common
stock.
Firms which seek the Company's participation in their
operations through a reorganization, asset acquisition, or some
other means may desire to do so to avoid what such firms may deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,
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along with other conditions or requirements imposed by various
state laws.
To a large extent, a decision to participate in a specific
business endeavor may be made upon management's analysis of the
quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and numerous other factors
which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is
anticipated that the results of a specific firm to date may not
necessarily be indicative of the potential for the future because
of the requirement to substantially shift marketing approaches,
expand significantly, change product emphasis, change or
substantially augment management, and other factors. Because the
Company may participate in business endeavors with newly organized
firms or with. firms which are entering a new phase of their
growth, it should be emphasized that the Company will incur
further risks since management in many instances will not have
proved its abilities or effectiveness, the eventual market of
such firm's product or services will likely not be established, and the
profitability of the firm will be unproved and cannot be
predicted.
As part of the Company's investigation, officers and directors
will meet personally with management and key personnel of the firm
sponsoring the business opportunity, may visit and inspect material
facilities, obtain independent analysis or verification of certain
information provided, check references of management and key
personnel, and conduct other reasonable measures, to the extent of
the Company's limited financial resources and management and
technical expertise.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
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It is anticipated that business endeavors will be available to
the Company from various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture capitalists, members of the financial community, and other
who may present unsolicited proposals. In certain circumstances,
the Company may agree to pay a finder's fee or to otherwise
compensate investment banking or other services provided by persons
who are unaffiliated with the Company but who submit a potential
business endeavor in which the Company participates. No such
finder's or other fees will be paid to any person who is an
officer, director, owner of record or to the knowledge of the
Company owner beneficially, of 10% or more of the Company's issued
and outstanding stock, without the approval of a majority of
disinterested shareholders.
The Company may acquire a business venture by conducting a
reorganization involving the issuance of securities in the Company.
Due to the requirements of certain provisions of the Internal
Revenue Code of 1954 (as amended) in order to obtain certain
beneficial tax consequences in such reorganizations, the number of
shares held by all of the present shareholders of the Company prior
to such transaction or reorganization, including persons purchasing
shares in this offering, may be substantially less than the total
outstanding shares held by such shareholders in any reorganized
entity. As noted above, such a transaction may be based upon the
sole determination of management without any vote or approval by
the shareholders of the Company. The result of any such
reorganization could be additional dilution to the shareholders of
the Company prior to such reorganization. If the Company were to
issue substantial additional securities in any such reorganization,
or otherwise, such issuance may have an adverse effect on any
trading market which may develop in the Company's securities in the
future.
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It is anticipated that the investigation of specific business
endeavors and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to
participate in a specific business endeavor, the costs theretofore
incurred in the related investigation would not be recoverable.
Furthermore, even if an agreement is reached for the participation
in a specific business venture, the failure to consummate that
transaction may result in the loss to the Company of the related
costs incurred.
The Company will not participate in a business endeavor
wherein it invests the proceeds of this offering in an affiliate of
the Company.
The Issuer has not yet engaged in any business activities.
The Company has no formal business plan or any particular area of
business which it intends to engage. Management of the Company
will attempt to acquire on behalf of the Company assets, properties
and/or ongoing businesses which it believes are potential for
successful development. This may include businesses or assets
related to manufacturing, retail and wholesale sales, industrial
development, and natural resource development or any other field of
business or endeavor which Management of the Company may encounter.
Management of the Company have not adopted any formal business plan
or conducted any market studies with respect to any business or
industry. Management have made the decision to pursue a public
offering at this time inasmuch as it believes that if it has funds
on hand it may be able to act more quickly and take advantage of
business opportunities that may not be able to be postponed pending
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a public offering. No representation is made that Management of
the Company have any particular expertise in connection with the
proposed activities of the Company or any particular industry or
business field. Management of the Company may rely on independent
experts or consultants in any business field in connection with
their examination and investigation of potential acquisitions.
Management of the Company presently have no specific assets,
properties or business operation which it has in mind for potential
acquisition nor does it have any particular areas of business or
industry in which it intends to look for such business
acquisitions.
Office Facilities and Employees
The Company has no office facilities or employees. The
Company will use the address of its President until it is able to
locate and obtain suitable office facilities. It will attempt to
use temporary or part time clerical and secretarial help.
Item 2. Properties.
The Registrant has no significant properties or assets.
Item 3. Legal Proceedings.
There are not currently any material pending legal
proceedings, to which the registrant is a party or of which any of
its property is subject and no such proceedings are known to the
registrant to be threatened or contemplated by or against it.
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Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the security holders,
through solicitation of proxies or otherwise during the 4th quarter
of the fiscal year covered by this report.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
(a) Market Information.
The registrant's common stock has not been publicly traded.
(b) Holders.
The approximate number of holders of the registrant's common
stock as of May 31, 1996, is 15.
(c) Dividends.
The registrant has not paid any cash dividends to date and
does not anticipate or contemplate paying dividends in the
foreseeable future. It is the present intention of management to
utilize all available funds for the development of the Company's
business.
The Company is authorized by its certificate of incorporation
to issue up to 100,000,000 shares of common stock, $.001 par value.
All shares of stock, when issued, will be fully-paid and
nonassessable. All shares are equal to each other with respect to
voting, liquidation and dividend rights. Holders of shares of
common stock are entitled to one vote for each share they own at
any stockholders' meeting. Holders of shares of common stock are
entitled to receive such dividends as may be declared by the Board
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of Directors out of funds legally available therefor, and upon
liquidation are entitled to participate pro-rata in a distribution
of assets available for such a distribution to stockholders. There
are no conversion, pre-emptive or other subscription rights or
privileges with respect to any shares. Reference is made to the
Company's Articles of Incorporation together with the Amendments
thereto and its By-Laws as well as to the applicable statutes of
the State of Nevada for a more complete description of the rights
and liabilities of holders of common stock. The common stock of
the Company does not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election
of directors may elect all of the directors if they choose to do
so. In such event, the holders of the remaining shares aggregating
less than 50% will not be able to elect any directors.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company was formed to effectuate a public stock offering
and then to look for potential acquisitions. It has not yet made
any acquisitions. The Company has no significant assets at the
present time except for cash in the approximate amount of $3,000
at December 31, 1995.
The Company's plan of operations is to actively seek a
business combination with an ongoing private business enterprise,
although no specific combination is presently contemplated.
Item 7. Financial Statements.
See attached financial statements.
Item 8. Charges in and Disagreements with Accountants on
Accounting and Financial Disclosure.
As reported in a Form 8-K dated May 3, 1994, the registrant
changed auditors in May 1994. The information set forth in said
Form 8-K is incorporated herein by reference. The change in
auditors was brought about by the decision of prior auditors to
limit or eliminate the auditing of public companies and was
approved by the registrants' board of directors.
No adverse opinion, disclaimer of opinion, qualification or
modification as to uncertainty, audit scope or accounting
principles exists in any report of any prior auditors on the
financial statements of the registrant.
The registrant is not aware, and has not been advised by any
former accountants, of any disagreement on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. The registrant has
not consulted its current auditors regarding either the
application of accounting principles to any specified transaction
or any disagreement with any former accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
(a) Identification of Directors.
The current directors of the registrant, who will serve until
the next annual meeting, or until their successors are elected or
appointed and qualified, are set forth below:
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YEAR FIRST ELECTED
NAME AGE AS DIRECTOR POSITION
______________ ___ _________________ __________
Robert W. Mann 48 Since Inception President and
Director
Gary B. Peterson 49 Since Inception Secretary-
Treasurer and
Director
(b) Identification of Executive Officers.
Same as above.
(c) Significant Employees.
The registrant has no significant employees other than its
officers and directors.
(d) Family Relationships.
None
(e) Business Experience.
(1) Background
Robert W. Mann, graduated from Harvard University in 1970. He
received his MBA in finance at Northeastern University (Boston,
Mass.) in 1973, his J.D. from Southwestern University (Los Angeles)
in 1977 and an LLM in taxation from New York University in 1980.
Since 1980 he has engaged in the private practice of law in Los
Angeles specializing in corporate taxation and finance. At the
present time Mr. Mann's principal efforts are devoted to managing
his own financial affairs.
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Gary B. Peterson, is currently the chief executive officer of Data
Security Coporation, a public company, and is also functioning as the Chief
financial officer of Digitran Systems, Inc., a public company. From 1982
through 1995, Mr. Peterson was the managing partner in the Utah C.P.A. firm
of Peterson, Siler & Stevenson. Mr. Peterson is
qualified to practice as a CPA in California and Utah and is a
member of the Utah Society of Certified Public Accountants and the
American Institute of CPA's. Prior to starting his own practice he
worked as a tax senior and manager with Price Waterhouse & Company
from 1972 to 1976, Touche Ross & Company from 1976 to 1977, and
Charles Huber & Associates from 1977 to 1978. Mr. Peterson has
also worked as a controller for Newbery Engineering and
Construction Company from 1978 to 1982, where he was responsible
for all financial matters. Mr. Peterson graduated with honors from
Brigham Young University in Provo, Utah. Mr. Peterson is the
President and a Director of Data Growth, Inc., a company which
effectuated a Regulation A blind pool/blank check public
offering. Mr. Peterson's primary obligation will be to take
potential acquisitions first to Data Growth. His principal role
with Maxi Group is to handle its financial, recordkeeping and
bookkeeping affairs and to review potential acquisitions from a
financial point of view.
(2) Directorships
Except as described herein, none of the registrant's
directors, nor any person nominated or chosen to become a
director holds any other directorships in any other company with
class of securities registered pursuant to Section 12 of the
Exchange Act or subject to the requirements of Section 15(d) of
such Act or any company registered as an investment company under
the Investment Company Act of 1940.
(f) Involvement in Certain Legal Proceedings.
None of the officers or directors have been involved in any
material legal proceedings which occurred within the last five
years of any type as described in Section 401(f) of Regulation
S-K.
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Item 10. Executive Compensation.
(a) Cash Compensation.
During the last fiscal year, none of the registrant's officers
or directors individually received any salary, wage or other
compensation. During the current fiscal year the registrant has no
present plans to pay compensation to officers or directors.
However, the accounting firm whose managing partner is an officer
of the Company is paid professional fees for the services it
renders for the Company, as disclosed in Item 13 hereof and Note 2
of the financial statements.
(b) Compensation Pursuant to Plans.
There are presently no ongoing pension or other plans or
arrangements pursuant to which remuneration is proposed to be paid
in the future to any of the officers and directors of the
registrant.
(c) Other Compensation.
None.
(d) Compensation to Directors.
None.
Item 11. Security Ownership of Certain Beneficial Owners &
Management.
The following table sets forth the beneficial stock ownership
of all persons known by the registrant to own more than 5% of the
outstanding common stock, and the officers and directors, both
individually and as a group.
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Amount and
Name and Address of Position with Nature of Percent
Beneficial Owner Company Beneficial of
Ownership Class
___________________ ____________ ___________ ______
Robert W. Mann President and 18,270,000 (1)
737 Westholme Ave. Director 83.3%
Los Angeles, CA
90024
Secretary- 18,750
Gary B. Peterson Treasurer and --
2726 E. 2500 N. Director
Layton, UT 84041
All officers & 2 persons 18,288,750 83.3%
directors as a
group
(1) These shares are owned by a trust, of which, Mr. Mann is the
trustee.
Changes in Control.
There are no arrangements including pledges by any person of
securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
Item 12. Certain Relationships & Related Transactions.
The original founders of the Company originally purchased
1,500,000 shares of common stock from the Company, upon its
inception, for $15,000. Certificates evidencing the common stock
issued by the Company to these persons have all been stamped with
a restrictive legend, and are subject to stop transfer orders of
the Company.
For the years ended December 31, 1994 and 1995, the Company
paid professional fees of $4,042 and $3,927 respectively, to an
accounting firm whose managing partner during 1994 and part of
1995 is also an officer of the Company.
The Company, during 1991, issued 2,000,000 shares to
the Company's President based on a subscription receivable.
Effective as of June 21, 1993 those shares were returned to the
Corporation for cancellation and all funds received by the
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Corporation in connection therewith were deemed to be an advance
by the Robert W. Mann Retirement Trust to the Corporation. Those
funds and other funds advanced to the Corporation in the amount
of $4,850 were used to purchase 4,850,000 shares by the Robert W.
Mann Retirement Trust from the Corporation as of June 21, 1993.
Also, the Corporation received $13,420 from the Robert W. Mann
Retirement Trust as of June 21, 1993 and issued 13,420,000 shares
of common stock to said trust. The terms of these transactions
were not determined on an arms length basis.
The Company uses the office of an officer and director of the
Company on a rent-free basis and will do so until additional
facilities are required. The Company has no operations or
employees and the use of the office has little or no value.
No officer, director, promoter, or affiliate of the Issuer has
or proposes to have any direct or indirect material interest by
security holdings, contracts, options, or otherwise in the Issuer
or any asset proposed to be acquired by the Issuer other than as
described herein.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
1. Audited Financial Statements are included as part of this report.
2. Financial Statement Schedules.
None.
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3. Exhibits.
None
Reports on Form 8-K.
The Company filed no reports on Form 8-K during the last
quarter of the year ended December 31, 1994. However, the
registrant filed a report dated May 3, 1994, which reported a
change of auditors as of May 3, 1994.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MAXI GROUP, INC.
Date: June 28, 1996 /s/ Robert W. Mann
Robert W. Mann, President
Date: June 28, 1996 /s/ Gary B. Peterson
Gary B. Peterson, Secretary-
Treasurer
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: June 28, 1996 /s/ Robert W. Mann
Robert W. Mann, Director
Date: June 28, 1996 /s/ Gary B. Peterson
Gary B. Peterson, Director
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MAXI GROUP, INC.
(A Development Stage Company)
INDEX
Page
Independent auditors' report 1
Balance sheet, December 31, 1995 2
Statement of operations for the years
ended December 31, 1995 and 1994 and
for the period from June 17, 1986
(date of inception) through December 31,
1995 3
Statement of stockholders' equity for
the period from June 17, 1986 (date
of inception) through December 31,
1995 4
Statement of cash flows for the years
ended December 31, 1995 and 1994 and
for the period from June 17, 1986 (date
of inception) through December 31, 1995 6
Notes to financial statements 7
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TANNER+CO.
CERTIFIED PUBLIC ACCOUNTANTS
675 East 500 South, Suite 640
Salt Lake City, Utah 84102
Telephone (801) 532-7444
Fax (801) 532-4911
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Maxi Group, Inc.
We have audited the accompanying balance sheet of Maxi
Group, Inc., (a development stage company) as of December 31,
1995, and the related statements of operations, stockholders'
equity and cash flows for the two years then ended and the
cumulative amounts since inception. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Maxi Group, Inc., (a development stage company) as of December
31, 1995 and the results of its operations and its cash flows for
the two years then ended and the cumulative amounts since
inception in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in note 7 to the financial statements, the Company has
suffered recurring losses and has a net capital deficiency that
raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also
described in note 7. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
/s/ TANNER & CO.
May 8, 1996
Salt Lake City, Utah
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MAXI GROUP, INC.
(A Development Stage Company)
Balance Sheet
December 31, 1995
ASSETS
Current assets -
cash $ 3,043
________
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities -
accounts payable to related party $ 8,440
Stockholders' deficit:
Common stock, $.001 par value;
100,000,000 shares authorized;
21,925,000 shares issued and
outstanding 21,925
Additional paid-in capital 47,042
Deficit accumulated during the
development stage (74,364)
_______
Total stockholders' deficit (5,397)
_______
Total liabilities and
stockholders' deficit $ 3,043
_______
See accompanying notes to financial statements.
-2-
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MAXI GROUP, INC.
(A Development Stage Company)
Statement of Operations
Cumulative
Year Ended Amounts
December 31, Since
1995 1994 Inception
________ _______ _______
Revenue - interest income $ 158 254 6,979
________ _______ _______
Expenses:
Professional fees 3,927 6,834 52,234
Administrative expenses 702 778 11,332
Travel expenses - - 17,517
Amortization expense - - 160
________ _______ ______
Total expenses 4,629 7,612 81,243
________ _______ ______
Loss before income taxes (4,471) (7,358) (74,264)
Income tax expense - - (100)
________ _______ ______
Net loss $(4,471) (7,358) (74,364)
________ _______ ______
Loss per share $(.00) (.00) (.01)
________ _______ ______
Weighted average number of
shares outstanding 21,925,000 21,925,000 8,538,245
__________ __________ _________
See accompanying notes to financial statements.
-3-
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MAXI GROUP, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception (June 17, 1986) Through
December 31, 1995
Deficit
Stock Accumulated
Number Common Additional Subscr- During the
of Stock at Paid-In iption Development
Shares Par Value Capital Receivable Stage
______ _________ _______ ________ _________
Balance, June 17, 1986 - $ - - - -
Shares issued to initial
stockholders for cash,
June, 1986 at $.005 3,000,000 3,000 12,000 - -
Net loss for the period
ended December 31, 1986 - - - - (129)
_________ _____ ______ _____ _______
Balance, December 31,
1986 3,000,000 3,000 12,000 - (129)
Contribution of initial
stockholders' shares for
cancellation (1,500,000) (1,500) 1,500 - -
Net loss for the year
ended December 31, 1987 - - - - (289)
__________ _____ ______ _____ ______
Balance, December 31,
1987 1,500,000 1,500 13,500 - (418)
Shares issued pursuant
to public offering for
cash, April, 1988, at
$.05 per share 2,155,000 2,155 63,325 - -
Net loss for the year
ended December 31, 1988 - - - - (19,221)
_________ _____ ______ _____ ______
Balance, December 31,
1988 3,655,000 3,655 76,825 - (19,639)
Distribution of stock - - (30,000) - -
Net loss for the year
ended December 31, 1989 - - - - (16,066)
_________ _____ ______ _____ _______
Balance, December 31,
1989 3,655,000 3,655 46,825 - (35,705)
Net loss for the year
ended December 31, 1990 - - - - (8,830)
_________ _____ ______ _____ ______
Balance, December 31,
1990 3,655,000 3,655 46,825 - (44,535)
-4-
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MAXI GROUP, INC.
(A Development Stage Company)
Statement of Stockholders' Equity - Continued
Deficit
Stock Accumulated
Number Common Additional Subscr- During the
of Stock at Paid-In iption Development
Shares Par Value Capital Receivable Stage
_________ _______ ______ ________ ________
Shares issued in private
placement 2,000,000 2,000 8,000 (9,000) -
Net loss for the year
ended December 31, 1991 - - - - (7,238)
_________ _______ ______ ______ _______
Balance, December 31,
1991 5,655,000 5,655 54,825 (9,000) (51,773)
Payments received on
stock subscription
receivable - - - 1,567 -
Net loss for the year
ended December 31, 1992 - - - - (5,256)
_________ ______ ______ ______ ______
Balance, December 31,
1992 5,655,000 5,655 54,825 (7,433) (57,029)
Cancellation of
2,000,000 shares,
June, 1993 (2,000,000) (2,000) (5,433) - -
Shares issued in private
placement, June, 1993 18,270,000 18,270 (2,350) 7,433 -
Net loss for the year ended
December 31, 1993 - - - - (5,506)
__________ ______ ______ ______ _______
Balance, December 31,
1993 21,925,000 21,925 47,042 - (62,535)
Net loss for the year ended
December 31, 1994 - - - - (7,358)
__________ ______ ______ ______ ______
Balance, December 31,
1994 21,925,000 21,925 47,042 - (69,893)
Net loss for the year
ended December 31, 1995 - - - - (4,471)
__________ _______ ______ _____ ______
Balance, December 31,
1995 21,925,000 $21,925 47,042 - (74,364)
__________ _______ ______ _____ ______
See accompanying notes to financial statements.
-5-
<PAGE>
MAXI GROUP, INC.
(A Development Stage Company)
Statement of Cash Flows
Cumulative
Year Ended Amounts
December 31, Since
1995 1994 Inception
_____ _____ _________
Cash flows from operating activities:
Net loss $(4,471) (7,358) (74,364)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization expense - - 160
Increase in accounts payable 1,088 4,042 8,440
______ _____ ______
Net cash used in
operating activities (3,383) (3,316) (65,764)
______ ______ ______
Cash flows from investing activities:
Organization costs - - (160)
Investment in subsidiary - - (30,000)
______ ______ ______
Net cash used in
investing activities - - (30,160)
______ ______ ______
Cash flows from financing activities:
Proceeds from initial issuance of
common stock - - 15,000
Net proceeds from issuance of
common stock - - 92,377
Public offering costs - - (8,410)
______ _____ ______
Net cash flows from
financing activities - - 98,967
______ _____ ______
Net increase (decrease) in cash (3,383) (3,316) 3,043
Cash, beginning of period 6,426 9,742 -
______ _____ ______
Cash, end of period $ 3,043 6,426 3,043
______ _____ ______
See accompanying notes to financial statements.
-6-
<PAGE>
MAXI GROUP, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
Organization
The Company was organized under the laws of the State of
Nevada on June 17, 1986. The Company has not commenced
planned principal operations. The Company proposes to seek
business ventures which will allow for long-term growth.
Further, the Company is considered a development stage
company as defined in SFAS No. 7 and has not, thus far,
engaged in business activities of any kind. The Company
has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon
the financial requirements of the Company and other relevant
factors.
Cash and Cash Equivalents
Cash equivalents are generally comprised of certain
highly liquid investments with maturities of less than three
months.
Loss Per Share
The computation of loss per share of common stock is
based on the weighted average number of shares outstanding.
Use of Estimates in Preparation of Financial statements
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
(2) Related Party Transactions
For the years ended December 31, 1995 and 1994, the
Company incurred fees of $3,927 and $4,042, respectively, to
an accounting firm whose president for 1994 and part of 1995
is also an officer of the Company. At December 31, 1995 and
1994, $8,440 and $7,352, respectively, was payable to such
accounting firm for professional fees.
The Company uses the office of an officer and director
of the Company on a rent-free basis and will do so until
additional facilities are required.
-7-
<PAGE>
MAXI GROUP, INC.
(A Development Stage Company)
Notes to Financial Statements - Continued
(3) Common Stock
The initial issuance of the Company's common stock
occurred in June, 1986. During April, 1988, the Company
completed the sale of 2,155,000 shares of its previously
authorized but unissued common stock. This offering was
registered with the Securities and Exchange Commission on
Form S-18, in accordance with the Securities Act of 1933.
The stock was sold at an offering price of $.05 per share.
Proceeds net of offering costs amounted to $65,480. The
proceeds were deposited in an interest bearing account.
In November, 1991, the Company issued an additional
2,000,000 shares at $.005 per share to the Company's
president. The Company received $1,000 in cash and a $9,000
receivable due on demand for such issuance.
During the year ended December 31, 1993, the Company
received back and canceled 2,000,000 shares of common stock
and the related subscription agreement with an officer of
the Company. The amounts previously paid for the stock
($2,567) were applied to the purchase of 18,270,000 shares
of restricted common stock during June, 1993 by the same
officer.
(4) Investment in Subsidiary
In January, 1989, the Company purchased 3,655,000 shares
of Zoe Capital Corp., (subsidiary) common stock for $30,000.
The shares purchased by the Company were, in turn,
registered with the Securities and Exchange Commission,
effective June 5, 1989, and distributed to the Company's
shareholders effective June 19, 1989. Such distribution is
reflected as a charge to additional paid-in capital.
-8-
<PAGE>
MAXI GROUP, INC.
(A Development Stage Company)
Notes to Financial Statements - Continued
(5) Supplemental Cash Flow Disclosure
Cash paid for interest and income taxes were as follows
for the years ended December 31:
Cumulative
Amounts
Since
June 17,
1986
(Date of
1995 1994 Inception)
_____ ____ _______
Interest $ - - -
Income Taxes $ - - 100
(6) Income Taxes
The difference between income taxes at statutory rates
for 1995 and 1994 and the amount presented in the financial
statements is the increase in the tax valuation allowance,
which offsets the income tax benefit for the operating loss.
Deferred tax assets at December 31, 1995 is as follows:
1995 1994
______ _______
Operating loss carryforwards $22,000 21,000
Valuation allowance (22,000) (21,000)
_______ ______
$ - -
_______ ______
The Company has net operating loss carryforwards of
approximately $74,000, which begin to expire in the year
2001. The amount of net operating loss carryforward that
can be used in any one year will be limited by significant
changes in ownership of the Company and by the applicable
tax laws which are in effect at the time such carryforward
can be utilized.
-9-
<PAGE>
MAXI GROUP, INC.
(A Development Stage Company)
Notes to Financial Statements - Continued
(7) Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
Because of significant losses, the excess of current
liabilities over current assets, and a stockholders'
deficit, the Company's ability to continue as a going
concern is dependent on attaining future profitable
operations, and obtaining additional financial and/or
capital. Management of the Company is currently following a
plan to attempt to resolve these uncertainties. The
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 3,043
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,043
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,043
<CURRENT-LIABILITIES> 8,440
<BONDS> 0
<COMMON> 21,925
0
0
<OTHER-SE> (27,322)
<TOTAL-LIABILITY-AND-EQUITY> 3,043
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,629
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,471)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,471)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,471)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
