MAXI GROUP INC
10QSB, 1998-03-19
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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 March 31, 1997

                                       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: (310) 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, 1997 -  25,925,000  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,
                                                       1997             1996
                                                    -----------      -----------
CURRENT ASSETS:
   Cash                                              $    4,044      $   2,475
                                                    -----------      -----------
         Total Current Assets                             4,044          2,475
                                                    -----------      -----------

OTHER ASSETS:
   Organization costs, net                                    -              -
                                                    -----------      -----------
                                                     $    4,044      $   2,475
                                                    ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                  $    6,270      $   4,220
   Accounts payable to a related party                    5,720          5,420
                                                    -----------      -----------
         Total Current Liabilities                       11,990          9,640
                                                    -----------      -----------

STOCKHOLDERS' EQUITY:
   Common stock                                          25,925         23,925
   Capital in excess of par value                        47,042         47,042
   Deficit accumulated during the development 
    stage                                               (80,913)       (78,132)
                                                    -----------      -----------
         Total Stockholders' Deficit                     (7,946)        (7,165)
                                                    -----------      -----------
                                                     $    4,044      $   2,475
                                                    ===========      ===========



                The      accompanying  notes  are  an  integral  part  of  these
                         financial statements.

     NOTE: The balance sheet at December 31, 1996 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,
                                             1997        1996         1997
                                         ----------  ---------- -------------
INTEREST INCOME                             $    31     $    25      $ 7,100
                                         ----------  ----------   ----------

EXPENSES:
    General and administration                  762         700       14,432
    Amortization                                  -           -          160
    Professional fees                         2,050           -       55,904
    Travel expense                                -           -       17,517
                                         ----------  ----------   ----------
TOTAL EXPENSES                                2,812         700       88,013
                                         ----------  ----------   ----------
LOSS BEFORE INCOME TAXES                     (2,781)       (675)     (80,913)

INCOME TAX EXPENSE                                -           -            -
                                         ----------  ----------   ----------
NET LOSS                                     (2,781)       (675)     (80,913)
                                         ==========  ==========   ==========
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,
                                             1997        1996         1997
                                         ----------  ---------- -------------
Cash Flows to Operating Activities:
    Net (loss)                           $   (2,781) $     (675)  $  (80,913)
                                         ----------  ----------   ----------
    Adjustments to reconcile net income
     to net cash used by operating
     activities:
      Amortization expense                        -           -          160

      Changes in assets and liabilities:
         Accounts payable                     2,050           -        6,270
                                         ----------  ----------   ----------
                                              2,050           -        6,430
                                         ----------  ----------   ----------
           Net Cash Flows to Operating 
            Activities                         (731)       (675)     (74,483)
                                         ----------  ----------   ----------
Cash Flows to Investing Activities:
    Organization costs                            -           -         (160)
    Investment in subsidiary                      -           -      (30,000)
    Increase in related party payable           300         300        5,720
                                         ----------  ----------   ----------
           Net Cash Flows from (to) 
            Financing Activities                300         300      (24,440)
                                         ----------  ----------   ----------
Cash Flows from (to) Financing Activities:
    Proceeds from initial issuance of 
     common stock                                 -           -       15,000
    Proceeds from common stock issuance       2,000           -       96,377
    Stock offering costs                          -           -       (8,410)
                                         ----------  ----------   ----------
           Net Cash Flows from (to) 
            Financing Activities              2,000           -      102,967
                                         ----------  ----------   ----------
Net Increase (Decrease) in Cash               1,569         375        4,044

Cash at Beginning of Period                   2,475       3,043            -
                                         ----------  ----------   ----------
Cash at End of Period                    $    4,044  $    2,668   $    4,044
                                         ==========  ==========   ==========


        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, 1997 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, 1996
   audited financial statements.  The results of operations for the period ended
   March 31, 1997 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,  1997and  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, 1997,  the company
   owed to the individual $4,520.


NOTE 3 -- 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 March 31, 1997 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

            None

       (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: March 16, 1998
- --------------------------------                           -------------------
Robert W. Mann
President





       /s/ Gary B. Peterson                           Date: March 16, 1998
- --------------------------------                           -------------------
Gary B. Peterson
Secretary/Treasurer




















<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MAXIGROUP,
INC. MARCH 31, 1997 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-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           4,044
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 4,044
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   4,044
<CURRENT-LIABILITIES>                           11,990
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        25,925
<OTHER-SE>                                    (33,871)
<TOTAL-LIABILITY-AND-EQUITY>                     4,044
<SALES>                                              0
<TOTAL-REVENUES>                                    31
<CGS>                                                0
<TOTAL-COSTS>                                    2,812
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (2,781)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (2781)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (2781)
<EPS-PRIMARY>                                    (.00)
<EPS-DILUTED>                                    (.00)
        

</TABLE>


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