MAXI GROUP INC
10QSB, 2000-08-09
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<PAGE>

            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 30,2000

                               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 August 8, 2000 - 24,592,500  shares of $.001 par
value Common Stock.

<PAGE>

PART I -  FINANCIAL INFORMATION

Item 1  Financial Statements

        The Consolidated Financial Statements of the Company required to be
filed with this 10-QSB Quarterly Report were prepared by management and
reviewed by the Company's independent auditors, Tanner & Co., and commence on
this page, together with related Notes.  In the opinion of management, the Con-
solidated Financial Statements fairly present the financial condition of the
Company.


                                MAXI GROUP, INC.
                        [Development Stage Companies]

                            CONDENSED BALANCE SHEETS
                                   [Unaudited]

                                     ASSETS

<TABLE>
                                       June 30, 2000      Dec. 31, 1999
                                       -------------      -------------
<S>                                    <C>                <C>
CURRENT ASSETS:
     Cash on Hand                          $   4,495        $ 4,495
     Notes Receivables                             -              -
                                           ---------        -------
Total Current Assets                       $   4,495        $ 4,495
                                           ---------        -------
TOTAL ASSETS                               $   4,495        $ 4,495


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:

     Accounts payable                      $    4,023       $   310
     Payable to related parties                 4,000         4,000
                                           ----------       -------
Total Current Liabilities                       8,023         4,310


STOCKHOLDERS' EQUITY (DEFICIT):

    Common stock                               24,593        24,593
    Additional paid-in Capital                 70,374        70,374
    Deficit accumulated during the
     development stage
    Accumulated deficit                       (98,495)      (94,782)
                                             --------       --------
Total Stockholders' Deficit                    (3,528)          185

TOTAL LIABILITIES & Stockholders' Deficit   $   4,495      $  4,495


The accompanying notes are an integral part of these financial statements.
NOTE: The balance sheet at December 31, 1999 was taken from the audited
        financial statements at that date and condensed.
</TABLE>
<PAGE>
                              MAXI GROUP, INC.
                      [Development Stage Companies]

                   CONDENSED STATEMENTS OF OPERATIONS
                                 [Unaudited]

<TABLE>

                                  For the Three      For the Three
                                   Months Ended       Months Ended
                                  June 30, 2000      June 30, 1999
                                 ---------------     -------------
<S>                               <C>                <C>
REVENUE
   Interest Income                      $     0            $    32
                                        -------            -------
Total Revenue                           $     0            $    32


EXPENSES
   General and Administrative Expenses  $    26            $     -
   Amortization Expense                       -                  -
   Professional Fees                    $ 3,187            $ 2,400
   Rent Expense                         $     -            $     -
   Travel Expenses                      $     -            $     -
                                        -------            -------
Total Expenses                          $ 3,213            $ 2,400

LOSS BEFORE INCOME TAXES                $(3,213)           $(2,368)

INCOME TAX EXPENSE                      $     -            $     -

NET LOSS                                $(3,213)           $(2,368)

NET LOSS PER SHARE                      $  (.00)          $   (.00)
   - basic and diluted

Weighted average shares
   - basic and diluted                  19,093,000        19,093,000

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                                 MAXI GROUP, INC.
                         [Development Stage Companies]

                        CONDENSED STATEMENTS OF OPERATIONS
                                    [Unaudited]

<TABLE>
                                                                   From
                           For the Six       For the Six         Inception to
                           Months Ended      Months Ended          June 30,
                          June 30, 2000     June 30, 1999            2000.
                          -------------     -------------       -------------
<S>                       <C>               <C>                 <C>
REVENUE
    Interest Income        $     0           $    32             $   7,251
                           --------          --------            ----------
Total Revenue              $     0           $    32             $   7,251


EXPENSES
 General & Administrative
    Expenses               $    26           $   130             $  19,605
 Amortization Expense            -                 -                   160
 Professional Fees           3,687             5,325                67,264
 Rent Expense                    -                 -                 1,200
 Travel Expense                  -                 -             $  17,517
                           -------           -------             ---------
 Total Expenses            $ 3,713           $ 5,455             $ 105,746

LOSS BEFORE INCOME TAXES   $(3,713)          $(5,423)            $ (98,495)

INCOME TAX EXPENSE         $     -           $     -             $    -

NET LOSS                   $(3,713)          $(5,423)            $ (98,495)

NET LOSS PER SHARE         $  (.00)          $  (.00)            $    (.00)
    - basic and diluted

Weighted average shares
     - basic and diluted   19,093,000        19,093,000          19,093,000

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                                Maxi Group, Inc.
                          [Development Stage Company]

                            STATEMENTS OF CASH FLOWS

                                   [Unaudited]

<TABLE>

                                                           From Inception
                                      For the Six         On June 17, 1986
                                      Months Ended         Through June 30,
                                     June 30, 2000               2000
                                     -------------         ----------------
<S>                                  <C>                    <C>

Cash Flows to Operating Activities:
   Net income (loss)                  $(3,713)              $(98,495)

   Adjustments to reconcile net
   income to net cash used by
   Operating activities:
      Amortization expense                  -                    160
      Stock compensation                    -                  2,000

Changes in assets and liabilities
   Accounts payable                    $3,713               $ (4,023)
                                      -------               ---------
Net Cash Flows to Operating Activities $    0               $(92,312)

Cash Flows to Investing Activities:
   Organization Costs                       -                   (160)
   Investment in subsidiary                 -                (30,000)
   Related Party Payable               $    0               $  4,000
                                      --------              ---------
Net Cash Flows to Investing Activities $    0               $(26,160)
Cash Flows from (to) Financing
    Activities:
     Proceeds from initial issuance
      common stock                          -                 15,000
     Proceeds from common stock             -                116,377
     Stock offering Costs                   -                 (8,410)
                                      --------               --------
Net cash Flows from(to)
    Financing Activities               $    0               $122,967

Net Increase (Decrease) in Cash             0                  4,495

Cash at Beginning of Period            $4,495                      -

Cash at End of Period                  $4,495               $  4,495
</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
 June 30, 2000 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 fi-
 nancial statements and notes thereto included in the Company's December 31,
 1999 audited financial statements.  The results of operations for the period
 ended June 30, 2000 are not necessarily indicative of the operating results for
 the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

          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.


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 regis-
 tered 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 pro-
 ceeds were deposited in an interest bearing account.

          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.
<PAGE>
     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 re-
 ceivable was exchanged for $2000 salary payment to Mr. Evans for services
 rendered during the fiscal 1999 year as the Company's sole officer and
 director.

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
 substantial doubt about the ability of the Company to continue as a going con-
 cern.  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 cap-
 ital.  The form the outcome of these uncertainties.

NOTE 6 - CONTINGENCIES

     None.

NOTE 7 - SUBSEQUENT EVENTS

     None.

PART I FINANCIAL INFORMATION

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results
                                   of Operations.

The Company is presently attempting to determine which industries or areas where
the Company should concentrate its business efforts, and at that determination,
will formulate its business plan and commence operations.  For the next five
months the Company's only foreseeable cash requirements will relate to
maintaining Maxi 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 June 30, 2000 the Company's assets consist primarily of cash from
the issuance of common stock.  The Company has no other resources.  The Company
has incurred osses 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 business
enterprise by issuing common stock.  There is no assurance the Company will be
successful in raising this additional capital.
<PAGE>
                            Results of Operations
   Three-months and six-months periods ended June 30, 2000 and June 30, 1999.

      For the three-month period ended June 30, 2000, the Company incurred
nominal general and administrative expenses totaling $3,213 for transfer fees
and accounting expenses compared to $2,400 for the respective period of 1999
which was for professional fees. For the six-month period ended June 30, 2000,
the Company incurred nominal general & administrative and professional fees
totaling $3,713 compared to $5,455 for the respective period of 1999.  The
Company's only operation to date has been the preliminary investigation of
potential acquisitions.

     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.

          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: 08/09/00                By /s/ Mathew Evans
                                                 -----------------
                                                 Mathew Evans
                                                 Sole Officer and Director
<PAGE>


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