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 September 30, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number 33-08070-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.)
836 Slate Canyon Drive, Provo, UT 84606
(Address of principal executive offices)
Registrant's telephone no., including area code: 801-356-3735
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 November 12, 1999 - 24,592,500 shares of $.001 par
value Common Stock.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
The Financial Statements of the Registrant required to be filed
with this 10-QSB Quarterly Report were prepared by management together with
Related Notes. In the opinion of management, the Financial Statements fairly
present the financial condition of the Registrant.
<TABLE>
MAXI GROUP, INC.
[Development Stage Companies]
CONDENSED BALANCE SHEETS
[Unaudited]
ASSETS
Sept. 30, 1999 Dec. 31, 1998
---------------- ---------------
<S> <C> <C>
CURRENT ASSETS:
Cash on Hand $ 4,495 $ 1,669
Interest Receivable 72 -
Notes Receivables 2,000 -
----------- ---------
Total Current Assets 6,567 $ 1,669
----------- ---------
TOTAL ASSETS: $ 6,567 $ 1,669
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Sept. 30, 1999 Dec. 31,1998
--------------- ------------
CURRENT LIABILITIES:
Accounts payable $ 357 $ 4,220
Payable to related parties 4,000 11,820
---------- --------
Total Current Liabilities 4,357 16,040
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock 24,593 2,593
Additional paid-in Capital 70,374 70,374
Deficit accumulated during the
development stage
Accumulated deficit (92,757) (87,338)
------------- -------------
Total Stockholders' Deficit 2,210 (14,371)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 6,567 $ 1,669
</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTE: The balance sheet at December 31, 1998 was taken from the audited
financial statements at that date and condensed.
<PAGE>
MAXI GROUP, INC.
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
For the Three For the Three From Inception
Months Ended Months Ended through
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999
--------------- --------------- -----------------
<S> <C> <C> <C>
REVENUE
Interest Income $ 40 $ 26 $ 7,312
---------- ---------- ----------
Total Revenue $ 40 $ 26 $ 7,312
EXPENSES
Accounting $ - $ - $ 2,300
General and
Administrative $ 36 $ 300 $ 16,860
Licenses $ - $ - $ 130
Amortization Expense $ - $ - $ 160
Professional Fees $ - $ 2,223 $ 61,902
Rent Expense $ - $ - $ 1,200
Travel Expenses $ - $ - $ 17,517
-------- -------- ---------
Total Expenses $ 36 $ 2,523 $ 100,069
GAIN/LOSS BEFORE TAXES $ 4 $(2,497 $ (92,757)
INCOME TAX EXPENSE $ - $ - $ -
-------- --------- ----------
NET LOSS $ 4 $(2,497) $ (92,757)
NET LOSS PER SHARE $ (.00) $ (.00) $ (.00)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MAXI GROUP, INC.
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
For the Nine For the Nine From
Months Ended Months Ended Inception to
Sept 30, 1999 Sept 30, 1998 Sept 30, 1999
<S> <C> <C> <C>
REVENUE:
Interest Income $ 72 $ 60 $ 7,312
----------- ------------ ----------
Total Revenue $ 72 $ 60 $ 7,312
EXPENSES:
Accounting $ 2,300 $ 0 $ 2,300
Gen. & Administrative $ 36 $ 1,391 $ 16,860
Licenses $ 130 $ 0 $ 130
Amortization $ 0 $ 0 $ 160
Professional Fees $ 3,025 $ 2,973 $ 61,902
Rent Expense $ 0 $ 0 $ 1,200
Travel Expense $ 0 $ 0 $ 17,517
----------- ------------ ----------
Total Expenses $ 5,491 $ 4,364 $ 100,069
LOSS BEFORE INCOME TAXES: $ (5,419) $ (4,304) $ (92,757)
INCOME TAX EXPENSE $ 0 $ 0 $ 0
NET LOSS $ (5,419) $ (4,304) $ (92,757)
NET LOSS PER SHARE $ (.00) $ (.00) $ (.00)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MAXI GROUP, INC.
(Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
For the Nine From Inception
Months Ended On June 17, 1986
September 30, Through Sept. 30,
1999 1998 1999
____ ____ ____
<S> <C> <C> <C>
Cash Flows to Operating Activities:
Net income (loss) $ (5,419) $ (4,304) $(92,757)
_________ _________ _________
Adjustments to reconcile net
income to net cash used by
Operating activities:
Amortization expense - - 160
Changes in assets and liabilities
Accounts payable $(15,755) $ 1,474 $ (6,635)
Net Cash Flows to
Operating Activities $(21,174) (2,830) (99,232)
_________ _________ _________
Cash Flows to Investing Activities:
Organization Costs - - (160)
Investment in subsidiary - - (30,000)
Related Party Payable $ 4,000 4,900 10,920
_________ _________ _________
Net Cash Flows to Investing
Activities $ 4,000 4,900 (19,240)
Cash Flows from (to) Financing
Activities:
Proceeds from initial issuance
common stock - - 15,000
Proceeds from common stock 20,000 - 116,377
Stock offering Costs - - (8,410)
________ __________ _________
Net cash Flows from (to)
Financing Activities 20,000 - 122,967
________ __________ _________
Net Increase (Decrease) in Cash 2,826 2,070 4,495
Cash at Beginning of Period $ 1,669 1,810 -
________ __________ _________
Cash at End of Period $ 4,495 $ 3,880 $ 4,495
________ __________ _________
</TABLE>
<PAGE>
MAXI GROUP, INC.
[Development Stage Companies]
Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
Additional Stock
Common Stock Paid-In Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
------- ------- ---------- -------------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE,
June 17, 1986 - $ - $ - $ - $ -
Shares issued to
initial stockholders
for cash 300,000 $ 300 $ 14,700 $ - $ -
Net loss for the
year ended 12/31/86 - - - - $ (129)
Balance, Dec. 31, 1986 300,000 $ 300 $ 14,700 $ - $ (129)
Contribution of initial
stockholders' shares
for cancellation (150,000) $ (150) $ 150 $ - $ -
Net loss for the
year ended 12/31/87 - - - - $ (289)
Balance, Dec. 31, 1987 150,000 $ 150 $ 14,850 $ - $ (418)
Shares issued pursuant
to public offering
for cash 215,500 $ 216 $ 65,264 $ - $ -
Net loss for the
year ended 12/31/98 - - - - $ (19,221)
Balance, Dec. 31, 1988 365,500 $ 366 $ 80,114 $ - $ (19,639)
Distribution of stock - - - $(30,000) $ -
Net loss for the
year ended 12/31/98 - - - - $ (16,066)
Balance, Dec. 31, 1989 365,500 $ 366 $ 50,114 - $ (35,705)
Net Loss for the
year ended 12/31/90 - - - - $ (8,830)
Balance, Dec. 31, 1990 365,500 $ 366 $ 50,114 - $ (44,535)
Shares issued in
private placement 200,000 $ 200 $ 9,800 $ (9,000) -
<PAGE>
Additional Stock
Common Stock Paid-In Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
-------- ------- ----------- ------------- -----------
Net loss for the
year ended 12/31/91 - $ - $ - $ - $ (7,238)
Balance, Dec. 31, 1991 565,500 $ 566 $ 59,914 $ (9,000) $ (51,733)
Payments received on
stock subscription
receivable - $ - $ - $ 1,567 -
Net loss for the
year ended 12/31/92 - $ - $ - $ - $ (5,256)
Balance, Dec. 31, 1992 565,500 $ 566 $ 59,914 $ (7,433) $ (57,029)
Cancellation of shares (200,000) $ (200) $ (7,233) $ - -
Shares issued in
private placement,
June 1993 1,827,000 $ 1,827 $ 14,093 $ 7,433 $ -
Net loss for the
year ended 12/31/93 - - - - $ (5,506)
Balance, Dec. 31,1993 2,192,500 $ 2,193 $ 66,774 $ - $ (62,535)
Net loss for the
year ended 12/31/94 - - - - $ (7,358)
Balance, Dec. 31,1994 2,192,500 $ 2,193 $ 66,774 $ - $ (74,364)
Net loss for the
year ended 12/31/95 - - - - $ (4,471)
Balance, Dec. 31,1995 2,192,500 $ 2,193 $ 66,774 $ - $ (74,364)
Shares issued in
private placement,
August 1996 200,000 $ 200 $ 1,800 $ - -
Net loss for the
year ended 12/31/96 - - - - $ (3,768)
Balance, Dec. 31,1996 2,392,500 $ 2,593 $ 70,374 $ - $ (74,364)
Shares issued in
private placement,
February 1997 200,000 $ 200 $ 1,800 $ - -
Net loss for the
year ended 12/31/97 - - - - $ (4,615)
Balance, Dec. 31,1997 2,592,500 $ 2,593 $ 70,374 $ - $ (82,747)
Net loss for the
year ended 12/31/98 - - - - $ (4,591)
Balance Dec. 31, 1998 2,592,500 $ 2,593 $ 70,374 $ - $ (87,338)
<PAGE>
Additional Stock
Common Stock Paid-In Subcriptions Accumulated
Shares Amount Capital Receivable Deficit
------- -------- ----------- ------------- ----------
Shares issued in
private placement,
March 11, 1999 22,000,000 $ 22,000 - - -
Net gain for the
period ended 09/30/99 - - - - 4
Balance, 09/30/99 24,592,500 $ 24,593 - - (92,757)
</TABLE>
<PAGE>
MAXI GROUP, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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
September 30, 1999 and for all periods presented have been made.
Accounting Estimates - 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, 1998 audited
financial statements. The results of operations for the period ended September
30,1999 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 nine months ended September 30, 1998, 1997, and 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 December 31, 1998, the Company owed to the individual
$7,820. As of March 31, 1999, the balance has been satisfied.
At December 31, 1998 the company owed an officer $4,000 related cash advances
made during the year ended December 31, 1998. The advances are non-interest
bearing and have no specific repayment terms. The officer has agreed to accept
unregistered common stock in exchange for the advances at $.001 per share.
On May 11, 1999, the Company issued 22,000,000 shares of common stock to Mathew
Evans in exchange for $20,000 and $2,000 note receivable. The note was written
for 8% interest with the balance to be paid in full originally by September
30, 1999 but the terms have been amended to pay the balance by December 31,
1999.
NOTE 3 - DISCONTINUED OPERATIONS
None.
NOTE 4 - COMMON STOCK
The initial issuance of the company's common stock occurred in June 1986.
During April 1988, the Company completed the sale of 215,500 shares of its
previously authorized but unissued common stock. This 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 $.50 per
share. Proceeds net of offering costs amounted to $65,480. The proceeds were
deposited in an interest bearing account.
<PAGE>
In November 1991, the Company issued 200,000 shares at $.50 per share to the
Company's president. The Company received $1,000 in cash and $9,000 receivable
due on demand for such issuance.
During the year ended December 31, 1993, the Company received back and canceled
200,000 shares common stock and the related subscription agreement with an
officer of the Company. The amounts previously paid for the stock ($2,567) were
applied to the purchase of 1,827,000 shares of restricted common stock during
June 1993 by the same officer.
In 1997 the Company issued 200,000 shares at $.01 per share to the Company's
president. The Company received $2,000 in cash for such issuance.
Effective March 9, 1999, the Company's shareholders approved a 1 for 10 reverse
stock split.
On March 11, 1999, the Board of Directors of the Registrant adopted, ratified
and approved a resolution to issue 22,000,000 "unregistered" and "restricted"
post-split shares of its $0.001 par value common voting stock to Mathew Evans in
consideration of the sum of $20,000 paid by personal check and a $2,000 note
receivable of Mathew Evans. This action was approved by the majority
shareholders of the Registrant on March 11, 1999.
NOTE 5 - 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 sub-
stantial 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 acqui-
sition of another company by issuing common stock. There is no assurance that
the Company will be successful in raising this additional capital.
NOTE 6 - CONTINGENCIES
None.
NOTE 7 - "Year 2000"
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with
or acquire a business that will be negatively affected by the "year 2000"
problem. The effect of such problem or the Company in the future can not be
predicted with any accuracy until such time as the Company identifies a merger
or acquisition target.
NOTE 8 - SUBSEQUENT EVENTS
None.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 2
Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The Company's plan of operation for the next 12 months is to continue to seek
the acquisition of assets, properties or businesses that may benefit the
Company ;and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as the sole
consideration for such acquisition. During the next 12 months, the Company's
only foreseeable cash requirements will relate to maintaining the Company in
good standing or the payment of expenses associated with reviewing or
investigating any potential business venture, which the Company expects to pay
from advances from management.
Liquidity and Capital Resources
At September 30, 1999 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. Manage-
ment believes that any acquisition will be made by issuing shares of the Com-
pany's unissued common stock. The Company's liquidity, capital resources and
financial statements will be significantly different subsequent to the consumma-
tion of any acquisition.
Results of Operations
The Company's only operation to date has been the preliminary investigation of
potential acquisitions.
PART II - OTHER INFORMATION
ITEM I Legal Proceedings
None.
ITEM 2 Change in Securities
None.
ITEM 3 Defaults on Senior Securities
None.
ITEM 4 Submission on Matters to a Vote of Security Holders
None.
ITEM 5 Other Information
None
<PAGE>
ITEM 6 Exhibits and Reports on Form 8-K
(A) Exhibits
None.
(B) Reports on Form 8-K;
None.
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, hereunto duly authorized.
Maxi Group, Inc.
Date: 11/12/99 By /s/ Mathew Evans
--------------------
Mathew Evans
Sole Officer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,495
<SECURITIES> 0
<RECEIVABLES> 2,072
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,567
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,567
<CURRENT-LIABILITIES> 4,357
<BONDS> 0
0
0
<COMMON> 24,593
<OTHER-SE> (22,383)
<TOTAL-LIABILITY-AND-EQUITY> 6,567
<SALES> 72
<TOTAL-REVENUES> 72
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,491
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,419)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,419)
<EPS-BASIC> .00
<EPS-DILUTED> .00
