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 MARCH 31, 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 March 31, 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
                                     
                                                      March 31,   December 31,
                                                         1998          1997
                                                     ___________  ___________
CURRENT ASSETS:
     Cash                                              $  1,335    $   1,810
                                                     ___________  ___________
       Total Current Assets                               1,335        1,810
                                                     ___________  ___________

OTHER ASSETS:
     Organization costs, net                                  -            -
                                                     ___________  ___________
                                                       $  1,335    $   1,810
                                                     ________________________


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                  $  4,970    $   4,970
     Accounts payable to a related party                  6,920        6,620
                                                     ________________________
       Total Current Liabilities                         11,890       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   (83,522)     (82,747)
                                                     ________________________
       Total Stockholders' Deficit                      (10,555)      (9,780)
                                                     ________________________
                                                       $  1,335    $   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  From Inception
                                           Months Ended     on June 17,
                                             March 31,     1986 Through
                                   __________________________March 31,
                                           1998      1997       1998
                                   _________________________________
INTEREST INCOME                          $   15 $      31 $    7,182
                                      ______________________________

EXPENSES:
     General and administration             790       762     16,373
     Amortization                             -         -        160
     Professional fees                        -     2,050     56,654
     Travel expense                           -         -     17,517
                                      ______________________________
TOTAL EXPENSES                              790     2,812     90,704
                                      ______________________________
LOSS BEFORE INCOME TAXES                  (775)   (2,781)    (83,522)

INCOME TAX EXPENSE                           -         -          -
                                      ______________________________
NET LOSS                                  (775)   (2,781)    (83,522)
                                      ______________________________
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,
                                                   1998      1997      1998
                                           _________________________________
CASH FLOWS TO OPERATING ACTIVITIES:
     Net (loss)                                   $(775) $ (2,781) $ (83,522
                                              ______________________________
     Adjustments to reconcile net income to
       net cash used by operating activities:
        Amortization expense                          -         -        160

        Changes in assets and liabilities:
         Accounts payable                             -     2,050      4,970
                                              ______________________________
                                                      -     2,050      5,130
                                              ______________________________
     Net Cash Flows to Operating Activities        (775)    (731)    (78,392
                                              ______________________________
CASH FLOWS TO INVESTING ACTIVITIES:
     Organization costs                               -         -      (160)
     Investment in subsidiary                         -         -    (30,000)
     Increase in related party payable              300       300      6,920
                                              ______________________________
     Net Cash Flows from (to) Financing
            Activities                              300       300    (23,240
                                              ______________________________
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                    (475)    1,569      1,335

CASH AT BEGINNING OF PERIOD                       1,810     2,475          -
                                              ______________________________
CASH AT END OF PERIOD                            $1,335    $4,044     $1,335
                                              ______________________________


            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, 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 March 31, 1998 are not necessarily
  indicative of the operating results for the full year.
  
NOTE 2    
  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, 1998 and 1997,
  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, 1998, the company owed to the individual $6,920. 

  
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 March 31, 1998 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 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                           1,335
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,335
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   1,335
<CURRENT-LIABILITIES>                           11,890
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        25,925
<OTHER-SE>                                    (36,480)
<TOTAL-LIABILITY-AND-EQUITY>                     1,335
<SALES>                                              0
<TOTAL-REVENUES>                                    15
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   790
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  (775)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (775)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (775)
<EPS-PRIMARY>                                    (.00)
<EPS-DILUTED>                                        0
        

</TABLE>


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