FORM 10-KSB

     SECURITIES AND EXCHANGE COMMISSION
     Washington, DC 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2001

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the transition period from              To

     Commission File No.  33-8070-LA

     MAXI GROUP, INC.
     (Exact name of Issuer as specified in its charter)

     Nevada                           87-0420448
State or other jurisdiction of          (I.R.S. Employer
incorporation or organization           (Identification No.)

          836 South Slate Canyon Drive, Provo, Utah 84606
       (Address of principal executive offices)   (Zip Code)

Issuer's telephone number, including area code: (801) 356-3735

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the 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 past
12 months (or such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X  No

Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and none will be
contained, to the best of the Issuer's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The aggregate market value of the common voting stock as of June 3,
2002: 24,592,500

The issuer had no significant revenue for its fiscal year ended
December 31, 2001.







     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     (A) BUSINESS DEVELOPMENT.

     Maxi Group, Inc. (the "Issuer" or "Company"), was incorporated
under the laws of the State of Nevada on June 17, 1986.  The Issuer
was organized to raise capital and then seek out, investigate and
acquire any suitable asset, property or other business opportunity
without regard to any specific business or industry.

     In connection with its corporate purposes, the Issuer effected
a public offering of its $.001 par value common stock in 1988,
pursuant to which it sold 2,155,000 shares of common stock and raised
gross proceeds of $107,750.  This offering was registered under the
Securities Act of 1933 pursuant to a Registration Statement on Form
S-18 which was filed with the Securities & Exchange Commission.
Subsequent to the close of the offering, the Issuer has been in the
process of investigating potential acquisitions, but has not made
any acquisition.  The Company has not yet engaged in any significant
business activities.

     Since its public offering, the Company has issued additional
shares of common stock for cash on various occasions in private
offerings.  At December 31, 2001, the Company had 24,592,500 shares
issued and outstanding.

     The Company reverse split its common stock on a 10 to 1 basis,
reducing the total issued and outstanding to 2,592,500 shares.  The
Company then issued an additional 22,000,000 shares for a total
consideration of $22,000 cash.  In conjunction with this, existing
management resigned and appointed new management.

     (B) BUSINESS OF ISSUER.

     None at the present time.

ITEM 2.  PROPERTIES.

     The Issuer has no significant properties or assets.  The Company
has no office facilities or employees.  The Company uses the address
of its President.

ITEM 3.  LEGAL PROCEEDINGS.

     There are not currently any material pending legal proceedings,
to which the Issuer is a party or of which any of its property is
subject and no such proceedings are known to the Issuer to be threatened
or contemplated by or against it.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was submitted to a vote of the security holders,
through solicitation of proxies or otherwise during the 4th quarter
of the fiscal year covered by this report.

     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (A) MARKET INFORMATION.

     The Issuer's common stock has not been publicly traded.

     (B) HOLDERS.

     The approximate number of record holders of the Issuer's common
stock as of June 3, 2002, is 23.

     (C) DIVIDENDS.

     The Issuer has not paid any cash dividends to date and
does not anticipate or contemplate paying dividends in the
foreseeable future.  It is the present intention of management to
utilize all available funds for the development of the Company's
business.

     The Company is authorized by its certificate of incorporation
to issue up to 100,000,000 shares of common stock, $.001 par value.

     All shares of stock, when issued, will be fully-paid and
non-assessable.  All shares are equal to each other with respect
to voting, liquidation and dividend rights.  Holders of shares of
common stock are entitled to one vote for each share they own at
any stockholders' meeting.  Holders of shares of common stock are
entitled to receive such dividends as may be declared by the Board
of Directors out of funds legally available therefor, and upon
liquidation are entitled to participate pro-rata in a distribution
of assets available for such a distribution to stockholders.  There
are no conversion, pre-emptive or other subscription rights or
privileges with respect to any shares.  Reference is made to the
Company's Articles of Incorporation together with the Amendments
thereto and its By-Laws as well as to the applicable statutes of
the State of Nevada for a more complete description of the rights
and liabilities of holders of common stock.  The common stock of
the Company does not have cumulative voting rights which means
that the holders of more than 50% of the shares voting for the
election of directors may elect all of the directors if they choose
to do so.  In such event, the holders of the remaining shares
aggregating less than 50% will not be able to elect any directors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION.

     Maxi Group has never engaged in any material operations or had
any revenues from operations during the last two fiscal years.  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. During the next twelve 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 or shareholders.



ITEM 7.  FINANCIAL STATEMENTS.

MAXI GROUP, Inc.
(A Development Stage Company)
Index to Financial Statements
<TABLE>
<S>                                                       <C>
     Page

                                                            Independent auditors' report                                   F-2

Balance sheet                                             F-3

                                                       Statement of operations                                   F-4

                                                            Statement of stockholders' (deficit) equity                    F-5

                                                       Statement of cash flows                                   F-8

                                                            Notes to financial statements                                  F-9
</TABLE>
<PAGE>
     INDEPENDENT AUDITORS' REPORT



To the Stockholders and Board of Directors of
Maxi Group, Inc.

We have audited the accompanying balance sheet of Maxi Group, Inc.,
(a development stage company) as of December 31, 2001 and 2000, and
the related statements of operations, stockholders' deficit and cash
flows for the years then ended and the cumulative amounts since
inception.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards  require that we plan and perform the audit to obtain
reasonable  assurance about whether the financial statements are
free of  material misstatement.  An audit includes examining, on
a test  basis, evidence supporting the amounts and disclosures
in the  financial statements.  An audit also includes
assessing the  accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Maxi
Group, Inc., (a development stage company) as of December 31, 2001
and 2000 and the results of its operations and its cash flows for
the years then ended and the cumulative amounts since inception in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in  Note 2 to the financial statements, the Company has suffered
recurring  losses and has an accumulated deficit.  These conditions
raise  substantial doubt about its ability to continue as a going
concern.  Management's plans regarding these matters also are
described in Note 2. The financial statements do not include any
adjustments that might  result form the outcome of this
uncertainty.


Tanner + Company
Salt Lake City, Utah
May 15, 2002

     F-1

<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)
<TABLE>
     Balance Sheet
     December 31,

                                                       Assets                             2001                2000
<S>                                       <C>                        <C>
Current assets -
                                                          cash                       $         417            $         519

Liabilities and Stockholders' Deficit


Current liabilities:
                                                       Accounts payable                   $       3,728       $     1,465
                                                            Payable to related parties                4,000             4,000
                                   ______________ ____________

                                                                 Total current liabilities     $       7,728            $      5,465


Stockholders' deficit:
 Common stock,$.001 par value;100,000,000
 Shares authorized; 24,592,500 shares
                                                             Issued and outstanding            $     24,593             $     24,593
                                                             additional paid-in capital        $     70,374             $     70,374
                                                       Accumulated deficit           $    (102,278)           $    (99,913)
                                                                                     ______________           _____________
                                                       Total stockholders' deficit   $     (7,311)            $     (4,946)
                                                                                     ______________           _____________
                                                                                     $       417              $   519
Total liabilities and
stockholders' deficit               ______________           _____________

</TABLE>


______________________________________________________________________________

See accompanying notes to financial statements.

<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)

                                Statement of Operations
<TABLE>
                                                                                          Years Ended                   Cumulative
                                                                                     December 31,             Amounts
                                                       Since
                                   2001      2000      Inception
<S>                                     <C>              <C>          <C>
                                                            Revenue - interest income          $      -       $       - $    7,251
                              _____________    ___________  ___________
Total Revenues                $      -       $       - $    7,251
Expenses:
     Professional fees                  1,700             5,074      70,351
     Administrative expenses              665                57      20,301
     Travel Expenses                      -                -         17,517
                                                            Amortization Expense                 -             -          160
                                                  Rent Expense                    -          1,200
                              _____________    ___________  ___________
          Total expenses      $    2,365          $   5,131 $  109,529
                              _____________    ___________  ___________
Loss before income taxes      $   (2,365)         $  (5,131)     $ (102,278)

Income tax expense                   -             -           -
                              _____________    ___________  ___________
     Net loss                 $   (2,365)         $  (5,131)     $ (102,278)
                              _____________    _____________   ________
     Loss per common share
     -basic and diluted       $     (0.00)     $   (0.00)
                              _____________    _____      _____________
     Weighted average common
                                                            shares -basic and diluted     24,592,000          24,592,000
                              _____________    __________     _________
______________________________________________________________________________
</TABLE>
See accompanying notes to financial statements.


<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)

Statement of Stockholder's (Deficit) Equity
<TABLE>
 From Inception Through December 31, 2001

                                    Additional  Stock       Accum-
                       Common Stock      Paid-In   Subscription    ulated
                         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
period ended
                         December 31, 1986          -          -      -         -           (129)
                    ______________________________________________________
Balance,
                      December 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
December 31, 1987         -           -      -             -            (289)
                    ______________________________________________________
Balance,
                                                    December 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
December 31, 1988            -                  -      -             -         (19,221)
                    ______________________________________________________
Balance,
  December 31, 1988 365,500      366      80,114    -      (19,639)

Distributions of
stock                        -             -    (30,000)         -             -

Net loss for the
year ended
December 31, 1989            -                  -      -              -        (16,066)
                    ______________________________________________________

     MAXI GROUP, INC..
     (A Development Stage Company)

     Statement of Stockholders' (Deficit) Equity
     From Inception Through December 31, 2000
     Continued
                                    Additional  Stock     Accum-
                       Common Stock      Paid-In   Subscription  ulated
                         Shares    Amount Capital  Receivable       Deficit
Balance,
  December 31, 1989 365,500    366     50,114          -        (35,705)

Net loss for the year
ended December 31, 1990       -     -        -         -         (8,830)
                    ______________________________________________________
Balance,
  December 31, 1990 365,500    366    50,114      -         (44,535)

Shares issued in
                                                            private placement        200,000    200      9,800           (9,000)   -

Net loss for the year
                                                            ended December 31, 1991       -     -       -            -   (7,238)
                    ______________________________________________________
Balance,
  December 31, 1991 565,500   566   59,914       (9,000)       (51,773)
Payments received on
stock subscription
receivable                    -    -         -       1,567          -

Net loss for the year
ended December 31, 1992       -       -       -          -       (5,256)
                    ______________________________________________________
Balance,
   December 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 December 31, 1993       -        -          -         -         (5,506)
                    ______________________________________________________
Balance,
  December 31, 1993      2,192,500  2,193     66,774        -        (62,535)


<PAGE>
     MAXI GROUP, INC..
     (A Development Stage Company)

     Statement of Stockholders (Deficit) Equity
     From Inception Through December 31, 2000

     Continued
                                    Additional  Stock       Accum-
                       Common Stock      Paid-In   Subscription    ulated
                         Shares    Amount Capital  Receivable         Deficit
Net loss for the year
                                             ended December 31, 1994       -       -      -         -         (7,358)
                    ______________________________________________________
Balance,
                           December 31, 1994      2,192,500  2,193    66,774         -        (69,893)

Net loss for the year
ended December 31, 1995       -       -      -         -         (4,471)
                    ______________________________________________________
Balance,
                           December 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 December 31, 1996       -              -    -         -         (3,768)
                    ______________________________________________________
Balance,
                           December 31, 1996      2,392,500 2,393    68,574          -        (78,132)

Shares issued in
private placement,
February 1997       200,000       200     1,800        -            -

Net loss for the year
ended December 31, 1997      -               -     -        -         (4,615)
                    ______________________________________________________
Balance,
                           December 31, 1997      2,592,500  2,593  70,374      -        (82,747)

Net loss for the year
ended December 31, 1998      -               -     -        -         (4,591)
                    ______________________________________________________
Balance,
  December 31, 1998    2,592,500    2,593    70,374         -        (87,388)



     MAXI GROUP, INC..
     (A Development Stage Company)

     Statement of Stockholders (Deficit) Equity
     From Inception Through December 31, 2000
     Continued
                                    Additional  Stock       Accum-
                       Common Stock      Paid-In   Subscription    ulated
                         Shares    Amount Capital  Receivable         Deficit
Shares issued in
private placement
                         March 1999               22,000,000     22,000    -         -         -

Net loss for the year
ended December 31, 1999      -               -     -        -         (7,444)
                    ______________________________________________________
Balance,
                            December 31, 1999     24,592,500   $24,593 $  70,374 $   -     $  (94,782)

Net loss for the year
ended December 31, 2000      -          -     -         -          (5,131)
                        ______________________________________________________
Balance,
   December 31,2000  24,592,500   $24,593 $  70,374  $ - $ ( 99,913)

Net loss for the year
                                                       ended December 31, 2001    -        -      -           -    ( 2,365)

Balance,
December 31, 2001    24,592,500    $24,593 $  70,374 $      - $ (102,278)
</TABLE>
See accompanying notes to financial statements.


<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
                                                       Cumulative
                                        Years Ended         Amounts
                                        December 31,        Since
                                    2001             2000   Inception
                               _________________________________________
                                                       <S>                                    <C>             <C>          <C>
Cash flows from operating activities:
     Net loss                   $  (2,365)   $  (5,131)     $(102,278)
     Adjustments to reconcile
     net loss to
          net cash used in operating
          activities:
                                                               Stock compensation            -                0         2,000
       Amortization Expense         -                      -           160
       Increase in
       accounts payable and related
       party accounts payable     2,263             1,155       7,728
                               _________________________________________
          Net cash used in
          Operating activities         (102)           ( 3,976)    (92,390)
_________________________________________

Cash flows from investing activities:
                                                                 Organization costs             -                -          (160)
     Investment                          -                  -    (30,000)
                               _________________________________________
          Net cash used in
          Investing activities            -              -    (30,160)
                               _________________________________________

Cash flows from financing activities:
     Net proceeds from issuance
          of common stock                  -                -    116,377
     Proceeds from initial issuance
           of common stock                -                -     15,000
     Public offering costs                -                -     (8,410)
                                     _________________________________________
          Net cash provided by
          financing activities            -              -    122,967
                               _________________________________________

                                        Net (decrease) increase in cash         (  102)      (3,976)          417

Cash, beginning of period                  519         4,495            -
                               _________________________________________
Cash, end of period                $     417   $    519     $    417
                          _________________________________________
</TABLE>
                         _______________________________________________
See accompanying notes to financial statements.
<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements

December 31, 2001 and 2000

1.  Summary of Significant Accounting Policies

     Organization
     The Company was organized under the laws of the State of
     Nevada on June 17, 1986 (date of inception).  The Company has
     not commenced planned principal operations.  The Company
     proposes to seek business ventures which will allow for
     long-term growth.  Further, the Company is considered a
     development stage company as defined in SFAS No. 7 and has not,
     thus far, engaged in business activities of any kind.  The
     Company has, at the present time, not paid any dividends and
     any dividends that may be paid in the future will depend upon
     the financial requirements of the Company and other relevant
     factors.

     Cash and Cash Equivalents
     Cash equivalents are generally comprised of certain highly
     liquid investments with maturities of less than three months.

     Loss Per Share
     The computation of basic loss per common share is based on
     the weighted average number of shares outstanding during each
     period.

     The computation of diluted loss per common share is based on
     the weighted average number of shares outstanding during the
     year plus the common stock equivalents which would arise from
     the exercise of stock options and warrants outstanding using
     the treasury stock method and the average market price per
     share during the period.

     Use of Estimates in Preparation of Financial Statements
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements
     and the reported amounts of revenues and expenses during the
     reporting period.  Actual results could differ from those estimates.

MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
Continued

2.  Going Concern

     The accompanying financial statements have been prepared
     assuming that the Company will continue as a going concern.
     Because of significant losses and the lack of any revenue
     generating activities, the Company's ability to continue
     as a going concern is dependent on attaining future
     profitable operations, and obtaining additional financing
     and/or equity.

     Management of the Company is currently developing a plan to
     attempt to resolve these uncertainties.  The financial
     statements do not include any adjustments that might result
     from the outcome of this uncertainty.

3.  Related Party Transactions

     At December 31, 2001 and 2000 the Company owed a shareholder
     $4,000 related to cash advances made during the year ended
     December 31, 1998.  The advances are non-interest bearing and
     have no specific repayment items.

4.  Supplemental Cash Flow Disclosure

     The Company has not paid any amounts for interest or income
     taxes during the years ended December 31, 2001 and 2000, and
     since inception.

____________________________________________________________________

F-9

<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
Continued

5.  Income Taxes

     The difference between income taxes at statutory rates and
     the amount presented in the financial statements is a result
     of the following:
<TABLE>
                                        Cumulative
                         Years Ended         Amounts
                                                                                     December 31,                       Since
                                                                                  2001                   2000           Incept
                                                            ion
 <S>                       <C>                 <C>                <C>
Income tax benefit at
                                                               statutory rate        $ 1,000             $ 1,000        $ 31,000
Change in valuation
                                                          allowance         (1,000)            (1,000)        (31,000)
                                                                                __________               __________     __________
                                                                           $    -              $    -         $    -
                                                                                __________               __________      __________

               Deferred tax assets are as follows:

                                               December 31,
                                           2001            2000

               Operating loss carryforward   $ 32,000       $  31,000
               Valuation allowance       (32,000)        (31,000)
                                        __________          ___________
                                        $    -         $    -
                                        __________          ___________
</TABLE>
     The Company has net operating loss carryforwards of
     approximately $100,000, which begin to expire in 2002.
     The amount of net operating loss carryforward that can be
     used in any one year will be limited by significant changes
     in ownership of the Company and by the applicable tax laws
     which are in effect at the time such carryforwards can be
     utilized.  The following approximate amounts will expire over
     the next five years from the net operating loss carryforward,
     if not used.
<TABLE>
                  <S>              <C>
                  2002                   -
                  2003              19,000
                  2004              16,000
                  2005               9,000
                  2006               7,000

</TABLE>


____________________________________________________________________

F-10
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements

_____________                                       Continued

6   Fair Value of Financial Instruments

     The Company's financial instruments consist of cash and
     payables.  The carrying amount of cash and payables
     approximates fair value because of the short-term nature
     of these items.

7.  Recent Accounting Pronouncements

     SFAS No, 140, Accounting for Transfers and Servicing
     of Accounting Financial Assets and Extinguishments of
     Liabilities, was issued in September 2000.  SFAS No.
     140 is a replacement of SFAS No 125, Accounting for
     Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities.  Most of the Provisions
     of SFAS No 125 were carried forward to SFAS No. 140
     without reconsideration by the Financial Accounting
     Standard Board (FASB), and some were changed only in
     minor ways.  In issuing SFAS No. 140, the FASB included
     issues and decisions that had been addressed and determined
     since the original publication of SFAS No. 125.  SFAS No.
     140 is effective for transfers after March 31, 2001.
     Management does not expect the adoption of SFAS No. 140
     to have a significant impact on the financial position
     or results of operations of the Company.     In June 2001,
     the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 141,
     Business Combinations, and No. 142, Goodwill and Other
     Intangible Assets, collectively, the Statements.  These
     Statements change the accounting for business combinations,
     goodwill and intangible assets.  Statement 141 eliminates
     the pooling-of-interests method of accounting for business
     combinations except for qualifying business combinations
     that were initiated prior to July 1, 2001.  Statement 141
     also changes the criteria to recognize intangible assets
     apart from goodwill.  Under Statement 142, goodwill and
     indefinite lived intangible assets are no longer amortized
     but are reviewed annually for impairment, or more frequently
     if impairment indicators arise.  Separable intangible assets
     that have finite lives will continue to be amortized over
     their useful lives. The amortization provisions of Statement
     142 apply to goodwill and intangible assets acquired after
     June 30, 2001. With respect to goodwill and intangible
     assets acquired prior to July 1, 2001, the  amortization
     provisions of Statement 142 are effective upon adoption of
     Statement 142.  Pre-existing goodwill and intangibles will
     be amortized during the transition period until adoption.
     Companies are required to adopt Statement 142 in their
     fiscal year beginning after March 15, 2001.  Early
     adoption is permitted for companies with fiscal years
     beginning after March 15, 2001.  The Company plans to
     adopt Statement 142 effective July 1, 2002.  Goodwill
     will be tested for impairment at least annually using a
     two-step process that will start with an estimation of
     the fair value.  The first step will screen for potential
     impairment, and the second step will measure the amount of
     impairment, if any.  Management does not expect the
     adoption of SFAS Nos. 141 and 142 to have a significant
     impact on the financial position or results of operations
     of the Company.

     In June 2001, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 143.  Accounting
     for Asset Retirement Obligations.  This Statement requires that
     the fair value of a liability for an asset retirement obligation
     be recognized in the period in which it is incurred if a
     reasonable estimate of fair value can be made.  The associated
     asset retirement costs are capitalized as part of the carrying
     amount of the long-lived asset.  Management does not expect the
     adoption of SFAS No. 143 to have a significant impact on the
     financial position or results of operations of the Company.

     In August 2001, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards No. 144,
     Accounting     for The Impairment of Disposal of Long-Lived Assets.
     This      Statement addresses financial accounting and reporting for
     the impairment or disposal of long-lived assets.  Management
     does not expect the adoption of SFAS No. 144 to have a
     significant impact on the financial position or results of
     operations of the Company.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
     ON ACCOUNTING
     AND FINANCIAL DISCLOSURE.

     During the two most recent fiscal years, there has not been any
change in the principal independent accountant for the Issuer,
and there has been no disagreement on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.

     PART III

     ITEM 9. DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND
     CONTROL   PERSONS; COMPLIANCE WITH SECTION 16(A)
     OF THE EXCHANGE
     ACT.

     (A)  IDENTIFICATION OF DIRECTORS.

     The current directors of the Issuer, who will serve until the
next annual meeting, or until their successors are elected or
appointed and qualified, are set forth below:
Subsequent to the end of the fiscal year, these persons
resigned as officers and directors of the Company, and the
person named below was appointed in their stead.
<TABLE>
                              YEAR FIRST ELECTED
     NAME           AGE       AS DIRECTOR              POSITION
                                             <S>                            <C>           <C>                       <C>
Mathew W. Evans          29        March, 1999              President,
Secretary
                                                  Director
</TABLE>


     (B)  IDENTIFICATION OF EXECUTIVE OFFICERS.

     Same as above.

     (C)  SIGNIFICANT EMPLOYEES.

     The Issuer has no significant employees other than its
officers and directors.

     (D)  FAMILY RELATIONSHIPS.

     None

     (E)  BUSINESS EXPERIENCE.

     (1)  Background

     Mathew W. Evans, has been employed as a City Planner with the
cities of Provo, Utah (April, 1997 - Present) and Riverton,
Utah (January, 1995-April, 1997).  He received a Bachelor of
Science Degree in Geography from Utah State University in
Logan, Utah, with emphasis in Rural Planning and Urban
Geography, and also received a certificate in Urban and
Regional Planning from the University of Utah.

     (2) Directorships

     Except as described herein, none of the Issuer's directors,
nor any person nominated or chosen to become a director holds
any other directorships in any other company with class of
securities registered pursuant to Section 12 of the Exchange
Act or subject to the requirements of Section 15(d) of such
Act of any company registered as an investment company under
the Investment Company Act of 1940.

     (F)  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     None of the officers or directors have been involved in any
material legal proceedings which occurred within the last five
years of any type as described in Section 401(f) of Regulation
S-K.

ITEM 10.  EXECUTIVE COMPENSATION.

     (A) CASH COMPENSATION.

     No compensation made.

     (B) COMPENSATION PURSUANT TO PLANS.

     There are presently no ongoing pension or other plans or
arrangements pursuant to which remuneration is proposed to
be paid in the future to any of the officers and directors
of the Issuer.

     (C) OTHER COMPENSATION.

     None.

     (D) COMPENSATION TO DIRECTORS.

     None




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
     MANAGEMENT.

     The following table sets forth the beneficial stock ownership
of all persons known by the Issuer to own more than 5% of the
outstanding common stock, and the officers and directors, both
individually and as a group.
<TABLE>
<S>                       <C>                <C>                         <C>
Name and Address of Position with  Amount and Nature of          % of
Beneficial Owner         Company        Beneficial Ownership          Class

Mathew W. Evans          President      22,000,000 (1)           89%
836 S Slate Canyon Dr    Secretary-
Provo, UT 84606          Treasurer and
                    Director

Robert W. Mann      Former         2,080,750  (1)           8.5%
737 Westholme Ave        President and
Los Angeles, CA 90024    Director

All officers &
Directors as a group     1 person       22,000,000                    89%

</TABLE>
(1) Includes all shares beneficially owned, regardless of the
     form of ownership.

CHANGES IN CONTROL.

     There are no arrangements including pledges by any person of
securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.

     During 1999, the Company issued 22,000,000 shares to the
Company's President for $22,000.  The Company used the office
of a former officer and director of the Company, who also
provided accounting, clerical and secretarial services as
needed, for $100 per month.  The terms of these transactions
were not determined on an arms length basis.

     No officer, director, promoter, or affiliate of the Issuer
has or proposes to have any direct or indirect material interest by
security holdings, contracts, options, or otherwise in the Issuer or
any asset proposed to be acquired by the Issuer other than as
described herein.

     PART IV

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  The following documents are filed as a part of this
     report:


     None.

     1.   Exhibits.

     None

     Reports on Form 8-K.

     The Company filed no reports on Form 8-K during the last quarter
of the year ended December 31, 2001.

     SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Issuer has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

     MAXI GROUP, INC.

Date:          June 4, 2002      /s/   Mathew W. Evans
                              Mathew W. Evans, President