MAXI GROUP INC
10QSB, 1997-04-24
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                  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 June 30, 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 June 30, 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

                                              June 30,   December 31,
                                                1996         1995
                                            -----------  -----------
CURRENT ASSETS:
  Cash                                        $  2,349     $  3,043
                                            -----------  -----------
       Total Current Assets                      2,349        3,043
                                            -----------  -----------

OTHER ASSETS:
  Organization costs, net                            -            -
                                            -----------  -----------
                                              $  2,349     $  3,043
                                            ===========  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                            $  4,220     $  8,440
  Payable to officer                             4,820            -
                                            -----------  -----------
       Total Current Liabilities                 9,040        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                          (75,658)     (74,364)
                                            -----------  -----------
       Total Stockholders' Equity               (6,691)      (5,397)
                                            -----------  -----------
                                              $  2,349     $  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       For the Six  From Inception
                           Months Ended        Months Ended   on June 17,
                              June 30,            June 30,    1986 Through
                       ---------------------------------------   June 30,
                           1996      1995      1996      1995      1996
                       --------- --------- --------- --------- ----------
INTEREST INCOME        $     16  $     40  $     41  $     97  $   7,020
                       --------- --------- --------- --------- ----------

EXPENSES:
   General and 
     administrative         635         -     1,335       454     12,767
   Amortization               -         -         -         -        160
   Professional fees          -       516         -     3,010     52,234
   Travel expense             -         -         -         -     17,517
                       --------- --------- --------- --------- ----------
TOTAL EXPENSES              635       516     1,335     3,464     82,678
                       --------- --------- --------- --------- ----------

NET LOSS                   (619)     (476)   (1,294)   (3,367)   (75,658)
                       ========= ========= ========= ========= ==========


LOSS PER SHARE         $   (.00) $   (.00) $   (.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 Six      From Inception
                                            Months Ended      on June 17,
                                              June 30,       1986 Through
                                      --------------------      June 30,
                                           1996        1995       1996
                                      ----------- ----------- -----------
Cash Flows to Operating Activities:
   Net (loss)                          $  (1,294)  $  (3,367)  $ (75,658)
                                      ----------- ----------- -----------
   Adjustments to reconcile net 
     income to net cash used by 
     operating activities:
       Amortization expense                    -           -         160

       Changes in assets and 
         liabilities:
        Accounts payable                  (4,220)        304       4,220
        Payable to officer                 4,820           -       4,820
                                      ----------- ----------- -----------
                                             600         304       9,200
                                      ----------- ----------- -----------
        Net Cash Flows to Operating 
          Activities                        (694)     (3,063)    (66,458)
                                      ----------- ----------- -----------
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             (694)     (3,063)      2,349

Cash at Beginning of Period                3,043       6,426           -
                                      ----------- ----------- -----------
Cash at End of Period                  $   2,349   $   3,363   $   2,349
                                      =========== =========== ===========
               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 June 30, 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 June
  30, 1996 are not necessarily indicative of the operating results
  for the full year.
  
NOTE 2 - RELATED PARTY TRANSACTIONS
  
   Commencing January, 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 and six
   month periods ended June 30, 1996, the Company incurred
   expenses under the agreement of $300 and $600.  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 June 30, 1996,
   the company owed to the individual $4,820.  For the three and
   six month periods ended June 30, 1995, the Company incurred
   professional fees of $760 and $3,254 to the accounting firm
   mentioned above and as of June 30, 1995, owed the firm
   $7,655.

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.

<PAGE>
                                MAXI GROUP, INC.
                        [A Development Stage Company]
     
              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
     
     
NOTE 4 - GOING CONCERN
  
  The accompanying financial statements have been prepared in
  conformity with generally accepted accounting principles which
  contemplate continuation of 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 1994 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 June 30, 1996 the Company's assets consist primarily of cash
  from the issuance of common stock.  The Company has no other
  resources.  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



         
<PAGE>         


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MAXI GROUP,
INC. JUNE 30, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           2,349
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,349
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   2,349
<CURRENT-LIABILITIES>                            9,040
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        21,925
<OTHER-SE>                                    (28,616)
<TOTAL-LIABILITY-AND-EQUITY>                     2,349
<SALES>                                              0
<TOTAL-REVENUES>                                    41
<CGS>                                                0
<TOTAL-COSTS>                                    1,335
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (1,294)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,294)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,294)
<EPS-PRIMARY>                                    (.00)
<EPS-DILUTED>                                    (.00)
        

</TABLE>


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