U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-QSB
_____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 33-8070-LA
_____________________
MAXI GROUP, INC.
-----------------------------------------------------------
(Name of Small Business Issuer as specified in its charter)
Nevada 87-0420448
------------------------------- ----------------
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
737 Westholme Avenue, Los Angeles, California 90024
----------------------------------------------------
(Address of principal executive offices)
Registrant's telephone no., including area code: (213) 470-3650
No Change
---------------------------------------------------------------
Former name, former address, and former fiscal year, if changed
since last report.
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether the Issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 ___.
Common Stock outstanding at March 31, 1996 - 21,925,000 shares of $.001
par value Common Stock.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
MAXI GROUP, INC.
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
March 31, December 31,
1996 1995
----------- -----------
CURRENT ASSETS:
Cash $ 2,668 $ 3,043
----------- -----------
Total Current Assets 2,668 3,043
----------- -----------
OTHER ASSETS:
Organization costs, net - -
----------- -----------
$ 2,668 $ 3,043
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,220 $ 8,440
Payable to officer 4,520 -
----------- -----------
Total Current Liabilities 8,740 8,440
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock 21,925 21,925
Capital in excess of par value 47,042 47,042
Deficit accumulated during the
development stage (75,039) (74,364)
----------- -----------
Total Stockholders' Equity (6,072) (5,397)
----------- -----------
$ 2,668 $ 3,043
=========== ===========
The accompanying notes are an integral part of
these financial statements.
NOTE: The balance sheet at December 31, 1995 has been taken from the
audited financial statements at that date.
<PAGE>
MAXI GROUP, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
[Unaudited]
For the Three From Inception
Months Ended on June 17,
March 31, 1986 Through
-------------------- March 31,
1996 1995 1996
----------- --------- ----------
INTEREST INCOME $ 25 $ 58 $ 7,004
----------- --------- ----------
EXPENSES:
General and administration 700 454 11,732
Amortization - - 160
Professional fees - 2,494 52,534
Travel expense - - 17,517
----------- --------- ----------
TOTAL EXPENSES 700 2,948 81,943
----------- --------- ----------
LOSS BEFORE INCOME TAXES (675) (2,890) (74,939)
INCOME TAX EXPENSE - - (100)
----------- --------- ----------
NET LOSS (675) (2,890) (75,039)
=========== ========= ==========
LOSS PER SHARE $ (.00) $ (.00) $ (.01)
=========== ========= ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE>
MAXI GROUP, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
[Unaudited]
For the Three From Inception
Months Ended on June 17,
March 31, 1986 Through
-------------------- March 31,
1996 1995 1996
----------- ----------- ----------
Cash Flows to Operating
Activities:
Net (loss) $ (675) $ (2,890) $(75,039)
----------- ----------- ----------
Adjustments to reconcile net
income to net cash used by
operating activities:
Amortization expense - - 160
Changes in assets and liabilities:
Accounts payable - 1,294 8,740
Payable to officer 300 - -
----------- ----------- ----------
300 1,294 8,900
----------- ----------- ----------
Net Cash Flows to Operating
Activities (375) (1,596) (66,139)
----------- ----------- ----------
Cash Flows to Investing Activities:
Organization costs - - (160)
Investment in subsidiary - - (30,000)
----------- ----------- ----------
Net Cash Flows from (to) Financing
Activities - - (30,160)
----------- ----------- ----------
Cash Flows from (to) Financing Activities:
Proceeds from common stock issuance - - 141,237
Stock offering costs - - (42,270)
----------- ----------- ----------
Net Cash Flows from (to) Financing
Activities - - 98,967
----------- ----------- ----------
Net Increase (Decrease) in Cash (375) (1,596) 2,668
Cash at Beginning of Period 3,043 6,426 -
----------- ----------- ----------
Cash at End of Period $ 2,668 $ 4,830 $ 2,668
=========== =========== ==========
The accompanying notes are an integral part of
these financial statements.
<PAGE>
MAXI GROUP, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at March 31, 1996
and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1995
audited financial statements. The results of operations for the period
ended March 31, 1996 are not necessarily indicative of the operating
results for the full year.
NOTE 2 - RELATED PARTY TRANSACTIONS
Commencing January 1, 1996, the Company agreed to pay $100 per month to a
shareholder, officer and director of the Company for accounting and office
expenses. For the three months ended March 31, 1996, the Company incurred
expenses under the agreement of $300. At January 1, 1996, the Company owed
$8,440 to an accounting firm whose managing partner was an officer and
director of the company. On January 1, 1996 the officer terminated his
employment with the accounting firm and at the time of termination agreed
to accept one-half of the outstanding obligation, with the balance to be
paid to the accounting firm. At March 31, 1996, the company owed to the
individual $4,520. For the three months ended March 31, 1995, the Company
incurred professional fees of $2,494 to the accounting firm mentioned above
and as of March 31, 1995, owed the firm $8,646.
During the year ended December 31, 1993, the Company issued an additional
18,270,000 shares of restricted common stock to the Company's president in
exchange for $18,270.
NOTE 3 - COMMON STOCK ISSUANCE
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. The 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.
During the year ended December 31, 1993, the Company issued an additional
18,270,000 shares of restricted common stock to the Company's president in
exchange for $18,270.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
<PAGE>
the Company as a going concern. However, the Company has incurred losses
since inception and has expended all of its working capital and has not yet
been successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise additional funds
through loans and/or through additional sales of its common stock or
through a proposed acquisition of another company by issuing common stock.
There is no assurance that the Company will be successful in raising this
additional capital. The financial statements do not include any
adjustments that might result form the outcome of these uncertainties.
<PAGE>
MAXI GROUP, INC.
PART I FINANCIAL INFORMATION
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company was incorporated June 17, 1986 for the purpose of investing in
any and all types of assets, properties, and businesses. The Company has
completed a public stock offering with 2,155,000 shares being sold. The
gross proceeds of the public offering amounted to $107,750 and offering
costs of $42,270 were offset against the proceeds. The offering was
registered on Form S-18 with the Securities and Exchange Commission.
During 1993 the Company completed a private placement of 18,270,000 shares
of common stock for proceeds of $18,270. The Company's only business
activity, to date, has been its formation, the registration of its
securities and the preliminary investigation of potential investments and
acquisitions.
Liquidity and Capital Resources
At March 31, 1996 the Company's assets consist primarily of cash from the
issuance of common stock. The Company has no other resources. The Company
has incurred losses since inception and has expended all of its working
capital. Management is proposing to raise additional funds through loans
and/or through sales of its common stock or through a proposed acquisition
of another company by issuing common stock. There is no assurance the
Company will be successful in raising this additional capital. At present,
the Company is engaged in the search for potential investments or
acquisitions of private companies. Management believes that any
acquisition will be made by issuing shares of the Company's unissued common
stock. The Company's liquidity, capital resources and financial statements
will be significantly different subsequent to the consummation of any
acquisition.
Results of Operations
The Company's only operation to date has been the preliminary investigation
of potential acquisitions.
<PAGE>
MAXI GROUP, INC.
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
None
ITEM 2 Changes in Securities
None
ITEM 3 Defaults on Senior Securities
None
ITEM 4 Submission of Matters to a Vote of Security Holders
None
ITEM 5 Other Matters
None
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MAXI GROUP, INC.
/s/ Robert W. Mann Date: January 15, 1997
- --------------------------- -----------------------
Robert W. Mann
President
/s/ Gary B. Peterson Date: January 15, 1997
- --------------------------- -----------------------
Gary B. Peterson
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MAXI GROUP,
INC. MARCH 31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,668
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,668
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,668
<CURRENT-LIABILITIES> 8,740
<BONDS> 0
0
0
<COMMON> 21,925
<OTHER-SE> (27,997)
<TOTAL-LIABILITY-AND-EQUITY> 2,668
<SALES> 0
<TOTAL-REVENUES> 25
<CGS> 0
<TOTAL-COSTS> 700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (675)
<INCOME-TAX> 0
<INCOME-CONTINUING> (675)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (675)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
