MAXI GROUP INC
10QSB, 1999-03-30
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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, 1998
                                  
                                 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 June 30, 1998 - 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
                                   
                                                    June 30,   December 31,
                                                     1998          1997
                                                  ___________  ___________
CURRENT ASSETS:
  Cash                                               $  2,854     $  1,810
                                                  ___________  ___________
   Total Current Assets                                 2,854        1,810
                                                  ___________  ___________

OTHER ASSETS:
  Organization costs, net                                  -            -
                                                    _________    _________
                                                     $  2,854     $  1,810
                                                    _________    _________

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                   $  4,220     $  4,970
  Accounts payable to a related party                  10,220        6,620
                                                    _________    _________
   Total Current Liabilities                           14,440       11,590
                                                    _________    _________

STOCKHOLDERS' EQUITY:
  Common stock                                         25,925       25,925
  Capital in excess of par value                       47,042       47,042
  Deficit accumulated during the development stage    (84,553)     (82,747)
                                                    _________    _________
   Total Stockholders' Deficit                         (8,462)      (9,780)
                                                    _________    _________
                                                     $  2,854     $  1,810
                                                    _________    _________



            The accompanying notes are an integral part of
                     these financial statements.
                                   
NOTE:  The balance sheet at December 31, 1997 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,
                           1998      1997       1998     1997      1998
                 _______________________________________________________

INTEREST INCOME           $   19    $   35    $   34    $   66  $  7,201
                 _______________________________________________________

EXPENSES:
   General administrative    300       550     1,091     1,313    16,674
   Amortization                -         -         -         -       160
   Professional fees         750         -       750     2,050    57,403
   Travel expense              -         -         -         -    17,517
                 _______________________________________________________
TOTAL EXPENSES             1,050       550     1,841     3,363    91,754
                 _______________________________________________________

NET LOSS                  (1,031)     (515)   (1,807)   (3,297)  (84,553)
   
                 _______________________________________________________
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,
                                               1998      1997      1998
                                       _________________________________
CASH FLOWS TO OPERATING ACTIVITIES:
   Net (loss)                                $(1,807)  $(3,297) $(84,554)
                                          ______________________________
   Adjustments to reconcile net income to
     net cash used by operating activities:
    Amortization expense                           -         -       160

    Changes in assets and liabilities:
     Accounts payable                           (749)    2,300     4,221
                                          ______________________________
                                                (749)    2,300     4,381
                                          ______________________________
   Net Cash Flows to Operating Activities     (2,556)     (997)  (80,173)
                                          ______________________________
CASH FLOWS TO INVESTING ACTIVITIES:
   Organization costs                              -         -      (160)
   Investment in subsidiary                        -         -   (30,000)
   Increase in related party payable           3,600       600    10,220
                                          ______________________________
      Net Cash Flows from (to) Financing
        Activities                             3,600       600   (19,940)
                                          ______________________________
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
   Proceeds from initial issuance of common stock  -          -   15,000
   Net 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                1,044      1,603    2,854

CASH AT BEGINNING OF PERIOD                    1,810      2,475        -
                                          ______________________________
CASH AT END OF PERIOD                        $ 2,854   $  4,078  $ 2,854
                                          ______________________________


             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,
  1998 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, 1997 audited financial statements.  The results of
  operations for the period ended June 30, 1998 are not necessarily
  indicative of the operating results for the full year.
  
NOTE 2    
   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,
   1998 and 1997, 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, 1998, the company owed to the
   individual $7,220.  
   
  The majority shareholder (who is also an officer and a director of the
  Company) advanced the Company $3,000 during the current quarter. The
  officer has agreed to accept unregistered common stock in exchange for
  the debt at $.001 per share.
   

NOTE 3    
  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, 1998 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

      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 8, 1999
Robert W. Mann
President





     /s/ Gary B. Peterson               Date:  March 8, 1999
Gary B. Peterson
Secretary/Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MAXI GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                           2,854
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,854
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   2,854
<CURRENT-LIABILITIES>                           14,440
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        25,925
<OTHER-SE>                                    (37,511)
<TOTAL-LIABILITY-AND-EQUITY>                     2,854
<SALES>                                              0
<TOTAL-REVENUES>                                    34
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 1,841
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (1,807)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,807)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,807)
<EPS-PRIMARY>                                    (.00)
<EPS-DILUTED>                                        0
        

</TABLE>


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