FORM 10-KSB

               SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C,  20549


   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

     For the Fiscal year ended December 31, 1995.

                               OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

   For the transition period from ___________to ___________
Commission File No. 33-8070-LA


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


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


           737 Westholme Avenue
           Los Angeles, CA                     90024
  (Address of principal executive offices)   (Zip Code)

Registrant's  telephone number, including area code:(213)470-3650


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

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

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities  Exchange Act of 1934 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
                                        ____       ____

      The  aggregate market value of the common voting stock held by
non-affiliates as of May 31, 1996:  Not Determinable.

      Shares outstanding of the Registrant's common stock  as  of
May 31, 1996: 21,925,000

The  issuer had no significant revenue for its fiscal year  ended
December 31, 1995.

<PAGE>
                             PART I


Item 1.  Description of Business.


     (a)  General Development of Business.


      Maxi  Group,  Inc.  (the "Registrant"  or  "Company"),  was
incorporated under the laws of the State of Nevada  on  June  17,
1986.   The  Registrant 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  Registrant
effected  a  public offering of its $.001 par value common  stock
which became effective January 5, 1988, pursuant to which it sold
2,155,000  shares  of common stock and raised gross  proceeds  of
$107,750.   This  offering was closed on April  22,  1988.   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 at the regional office  in  Los
Angeles,  California.  Subsequent to the close of  the  offering,
the Registrant 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.

      The  Company formed a wholly-owned subsidiary, Zoe  Capital
Corp., a public blind pool (blank check) company, for the purpose
of  allowing  the shareholders of the company to  participate  in
another  company which would seek a business acquisition  of  its
own.   This  was  intended to diversify the number  and  type  of
acquisitions  which can potentially benefit the  shareholders  of
the Company. In connection with its formation, Zoe Capital Corp.
issued 3,655,000 shares of common stock to the Company in exchange
for $30,000. The shares were issued as units with warrants to purchase
                               2
<PAGE>

another 3,655,000 shares of common stock at $1.00 per share.  The
Company  distributed  all  3,655,000 of  the  Zoe  units  to  its
shareholders on a 1 for 1 basis (one Zoe unit for every one  Maxi
share).  The shares were distributed at no cost to the individual
Maxi  Group  shareholders who were shareholders of record  as  of
June 19, 1989, the Record Date.

     (b)  Financial Information about Industry Segments.

     The Registrant does not presently have separate industry
segments.

     (c)  Narrative Description of the Business.

General Discussion

     The Company's business plan is to seek one or more potential
business ventures, anywhere in the United States, which, in the
opinion  of  management may warrant involvement by  the  Company.
The Company will only acquire businesses which can generate or
provide audited financial statements. This will limit the types of
businesses  which the Company could acquire to those firms  which
have  previously had audited financial statements.   The  Company
recognizes that because of its limited financial, managerial  and
other  resources,  the  number  of  suitable  potential  business
ventures  which may be available to it will be extremely limited.
The  Company's  principal  business objective  will  be  to  seek
long-term  growth potential in the business venture in  which  it
participates rather than to seek immediate, short-term  earnings.
In  seeking to attain the Company's business objective,  it  will
not  restrict its search to any particular business or  industry,
but  may participate in business ventures of essentially any kind
or   nature,  including,  but  not  limited  to,  finance,   high
technology,  manufacturing, natural resources, service,  research
and    development,    communications,   insurance,    brokerage,

                                3
<PAGE>

transportation   and   others.    Management's   discretion    is
unrestricted  and  it  may participate in  any  business  venture
whatsoever,  which  may  meet the business  objectives  discussed
herein.   It is emphasized that the business objectives discussed
are extremely general and are not intended to be restrictive upon
the discretion of management.

      The Company will seek one or more potential business ventures
from its known sources, but will rely heavily on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people. It is not
anticipated that the Company will engage professional firms
specializing in business acquisitions or  reorganizations. In some
instances, the Company may publish notices or advertisements
seeking a potential business venture in financial or trade
publications.

      The  Company will not restrict its search to any specific kind
of firms, but may acquire a venture in its preliminary or
development stage, may participate in a business which is already
in operation or in a business in various stages of its corporate
existence.  It is impossible to predict at this stage the status of
any venture in which the Company may participate, in that the
venture  may need additional capital, may merely desire  to  have its
shares publicly traded, or may seek other perceived advantages
which the Company may offer.  In some instances, the business
endeavors may involve the acquisition of or merger with a
corporation which does not need substantial additional cash but
which desire to establish a public trading market for its common
stock.

     Firms which seek the Company's participation in their
operations through a reorganization, asset acquisition, or some
other means may desire to do so to avoid what such firms may deem
to be adverse factors related to undertaking a public offering.
Such factors include substantial time requirements and legal costs,

                                  4
<PAGE>

along with other conditions or requirements imposed by various
state laws.

     To a large extent, a decision to participate in a specific
business endeavor may be made upon management's analysis of the
quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts,
the merit of technological changes, and numerous other factors
which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, it is
anticipated that the results of a specific firm to date may not
necessarily be indicative of the potential for the future because
of the requirement to substantially shift marketing approaches,
expand significantly, change product emphasis, change or
substantially augment management, and other factors.  Because the
Company  may participate in business endeavors with newly organized
firms  or  with.  firms which are entering a new phase  of  their
growth,  it  should  be emphasized that the  Company  will  incur
further  risks since management in many instances will  not  have
proved  its  abilities or effectiveness, the eventual  market  of
such firm's product or services will likely not be established, and the
profitability  of  the  firm  will  be  unproved  and  cannot  be
predicted.

      As  part  of  the  Company's  investigation,  officers  and directors
will  meet  personally with management and key personnel  of  the firm
sponsoring  the  business  opportunity,  may  visit  and  inspect material
facilities,  obtain  independent  analysis  or  verification   of certain
information provided, check references of management and key
personnel,  and conduct other reasonable measures, to the  extent of
the Company's limited financial resources and management and
technical expertise.

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.

                                  5
<PAGE>

      It is anticipated that business endeavors will be available to
the Company from various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture  capitalists,  members of the  financial  community,  and other
who may present unsolicited proposals.  In certain circumstances,
the Company may agree to pay a finder's fee or to otherwise
compensate  investment  banking or  other  services  provided  by persons
who are unaffiliated with the Company but who submit a potential
business endeavor in which the Company participates.  No such
finder's or other fees will be paid to any person who is an
officer, director, owner of record or to the knowledge of the
Company  owner  beneficially, of 10% or  more  of  the  Company's issued
and  outstanding  stock, without the approval of  a  majority  of
disinterested shareholders.

     The Company may acquire a business venture by conducting a
reorganization  involving  the  issuance  of  securities  in  the Company.
Due to the requirements of certain provisions of the Internal
Revenue Code of 1954 (as amended) in order to obtain certain
beneficial  tax consequences in such reorganizations, the  number of
shares  held  by all of the present shareholders of  the  Company prior
to   such   transaction  or  reorganization,  including   persons purchasing
shares in this offering, may be substantially less than the total
outstanding shares held by such shareholders in any reorganized
entity.  As noted above, such a transaction may be based upon the
sole determination of management without any vote or approval by
the shareholders of the Company.  The result of any such
reorganization  could be additional dilution to the  shareholders of
the Company prior to such reorganization.  If the Company were to
issue substantial additional securities in any such reorganization,
or otherwise, such issuance may have an adverse effect on any
trading  market which may develop in the Company's securities  in the
future.

                                    6
<PAGE>

      It  is  anticipated  that  the  investigation  of  specific business
endeavors and the negotiation, drafting and execution of relevant
agreements,  disclosure  documents  and  other  instruments  will require
substantial  management time and attention and substantial  costs for
accountants, attorneys and others.  If a decision is made not to
participate  in a specific  business  endeavor,  the costs theretofore
incurred in the related investigation would not be recoverable.
Furthermore,  even if an agreement is reached for the participation
in a specific business venture, the failure to consummate that
transaction may result in the loss to the Company of the related
costs incurred.

     The Company will not participate in a business endeavor
wherein  it invests the proceeds of this offering in an affiliate of
the Company.

     The Issuer has not yet engaged in any business activities.
The Company has no formal business plan or any particular area of
business which it intends to engage.  Management of the Company
will  attempt  to  acquire  on  behalf  of  the  Company  assets, properties
and/or ongoing businesses which it believes are potential for
successful development.  This may include businesses or assets
related to manufacturing, retail and wholesale sales, industrial
development, and natural resource development or any other  field of
business  or  endeavor  which  Management  of  the  Company   may encounter.
Management  of  the Company have not adopted any formal  business plan
or conducted any market studies with respect to any business or
industry.  Management have made the decision to pursue a public
offering  at  this time inasmuch as it believes that  if  it  has funds
on hand it may be able to act more quickly and take advantage of
business  opportunities  that may not be  able  to  be  postponed pending

                                7
<PAGE>

a public offering.  No representation is made that Management of
the Company have any particular expertise in connection with the
proposed activities of the Company or any particular industry or
business   field.   Management  of  the  Company  may   rely   on independent
experts or consultants in any business field in connection with
their examination and investigation of potential acquisitions.

     Management of the Company presently have no specific assets,
properties  or  business  operation which  it  has  in  mind  for potential
acquisition nor does it have any particular areas of business or
industry in which it intends to look for such business
acquisitions.

Office Facilities and Employees

     The Company has no office facilities or employees.  The
Company will use the address of its President until it is able to
locate and obtain suitable office facilities.  It will attempt to
use temporary or part time clerical and secretarial help.

Item 2.  Properties.

     The Registrant has no significant properties or assets.

Item 3.  Legal Proceedings.

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

                                 8
<PAGE>

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 registrant's common stock has not been publicly traded.

     (b)  Holders.

     The approximate number of holders of the registrant's common
stock as of May 31, 1996, is 15.

     (c)  Dividends.

     The registrant 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
nonassessable.  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

                                    9
<PAGE>

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.
        The  Company  was  formed to effectuate a public stock offering
and then to look for potential acquisitions. It has not yet made
any  acquisitions. The Company has no significant assets  at  the
present time except for cash in the approximate amount of  $3,000
at December 31, 1995.

      The  Company's  plan of operations is to  actively  seek  a
business combination with an ongoing private business enterprise,
although no specific combination is presently contemplated.

Item 7.  Financial Statements.

See attached financial statements.

Item 8.   Charges  in  and  Disagreements  with  Accountants   on
          Accounting and Financial Disclosure.

      As reported in a Form 8-K dated May 3, 1994, the registrant
changed auditors in May 1994.  The information set forth in  said
Form  8-K  is  incorporated herein by reference.  The  change  in
auditors  was brought about by the decision of prior auditors  to
limit  or  eliminate  the auditing of public  companies  and  was
approved by the registrants' board of directors.

      No adverse opinion, disclaimer of opinion, qualification or
modification  as  to  uncertainty,  audit  scope  or   accounting
principles  exists  in any report of any prior  auditors  on  the
financial statements of the registrant.

     The registrant is not aware, and has not been advised by any
former  accountants,  of  any  disagreement  on  any  matter   of
accounting   principles   or   practices,   financial   statement
disclosure,  or auditing scope or procedure.  The registrant  has
not   consulted  its  current  auditors  regarding   either   the
application of accounting principles to any specified transaction
or any disagreement with any former accountants.

                             PART III

Item 9.   Directors,  Executive Officers, Promoters  and  Control
          Persons;  Compliance with Section 16(a) of the Exchange
          Act.

     (a)  Identification of Directors.

      The  current  directors of the registrant, who  will  serve until
the next annual meeting, or until their successors are elected or
appointed and qualified, are set forth below:

                               11
<PAGE>

                        YEAR FIRST ELECTED   
    NAME           AGE  AS DIRECTOR            POSITION
______________     ___  _________________    __________
                                             
Robert W. Mann      48   Since Inception     President and
                                             Director
                                             
Gary B. Peterson    49   Since Inception     Secretary-
                                             Treasurer and
                                             Director

     (b)  Identification of Executive Officers.

     Same as above.

     (c)  Significant Employees.

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

     (d)  Family Relationships.

     None

     (e)  Business Experience.

     (1) Background

      Robert W. Mann, graduated from Harvard University in  1970. He
received  his MBA in finance at Northeastern University  (Boston,
Mass.)  in  1973,  his  J.D.  from Southwestern  University  (Los Angeles)
in 1977 and an LLM in taxation from New York University in 1980.
Since 1980 he has engaged in the private practice of law in Los
Angeles specializing in corporate taxation and finance.   At  the
present time Mr. Mann's principal efforts are devoted to managing
his own financial affairs.

                             12
<PAGE>
      Gary B. Peterson, is currently the chief executive officer of Data
Security Coporation, a public company, and is also functioning as the Chief
financial officer of Digitran Systems, Inc., a public company.  From 1982
through 1995, Mr. Peterson was the managing partner in the Utah C.P.A. firm
of Peterson,  Siler & Stevenson.  Mr.  Peterson is
qualified to practice as a CPA in California and Utah and is a
member  of  the Utah Society of Certified Public Accountants  and the
American  Institute of CPA's.  Prior to starting his own practice he
worked  as  a  tax  senior and manager with  Price  Waterhouse  & Company
from 1972 to 1976, Touche Ross & Company from 1976 to 1977, and
Charles Huber & Associates from 1977 to 1978.  Mr. Peterson has
also worked as a controller for Newbery Engineering and
Construction Company from 1978 to 1982, where he was responsible
for  all  financial matters.  Mr. Peterson graduated with  honors from
Brigham Young University in Provo, Utah.  Mr. Peterson is the
President and a Director of Data Growth, Inc., a company which
effectuated a Regulation A blind pool/blank check public
offering.  Mr. Peterson's primary obligation will be to take
potential acquisitions first to Data Growth.  His principal role
with Maxi Group is to handle its financial, recordkeeping and
bookkeeping affairs and to review potential acquisitions from a
financial point of view.

     (2) Directorships

      Except  as  described  herein,  none  of  the  registrant'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 or 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.

                                 13
<PAGE>

Item 10.  Executive Compensation.

     (a)  Cash Compensation.

      During  the  last  fiscal year, none  of  the  registrant's officers
or directors individually received any salary, wage or other
compensation.  During the current fiscal year the registrant  has no
present plans to pay compensation to officers or directors.
However, the accounting firm whose managing partner is an officer
of the Company is paid professional fees for the services it
renders for the Company, as disclosed in Item 13 hereof and  Note 2
of the financial statements.

     (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
registrant.

     (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 registrant to own more than 5% of the
outstanding common stock, and the officers and directors, both
individually and as a group.

                               14
<PAGE>

                                      Amount and        
Name and Address of   Position with   Nature of         Percent
Beneficial Owner      Company         Beneficial          of
                                      Ownership          Class
___________________   ____________    ___________       ______
Robert W. Mann        President and    18,270,000 (1)  
737 Westholme Ave.    Director                           83.3%
Los Angeles, CA                                        
90024                                                  
                      Secretary-           18,750      
Gary B. Peterson      Treasurer and                       --
2726 E. 2500 N.       Director                         
Layton, UT  84041                                      
                                                       
All officers &        2 persons        18,288,750        83.3%
directors as a                                          
group

(1)  These shares are owned by a trust, of which, Mr. Mann is the
trustee.


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.

       The  original founders of the Company originally purchased
1,500,000  shares  of  common stock from the  Company,  upon  its
inception, for $15,000. Certificates evidencing the common  stock
issued by the Company to these persons have all been stamped with
a  restrictive legend, and are subject to stop transfer orders of
the Company.

      For the years ended December 31, 1994 and 1995, the Company
paid  professional fees of $4,042 and $3,927 respectively, to  an
accounting  firm whose managing partner during 1994 and  part  of
1995 is also an officer of the Company.

           The  Company, during 1991, issued 2,000,000 shares  to
the  Company's  President  based on  a  subscription  receivable.
Effective as of June 21, 1993 those shares were returned  to  the
Corporation  for  cancellation and  all  funds  received  by  the

                                15
<PAGE>

Corporation in connection therewith were deemed to be an  advance
by the Robert W. Mann Retirement Trust to the Corporation.  Those
funds  and other funds advanced to the Corporation in the  amount
of $4,850 were used to purchase 4,850,000 shares by the Robert W.
Mann  Retirement Trust from the Corporation as of June 21,  1993.
Also,  the Corporation received $13,420  from the Robert W.  Mann
Retirement Trust as of June 21, 1993 and issued 13,420,000 shares
of  common  stock to said trust.  The terms of these transactions
were not determined on an arms length basis.

       The Company uses the office of an officer and director  of the
Company on a rent-free basis and will do so until additional
facilities  are  required.   The Company  has  no  operations  or
employees and the use of the office has little or no value.

      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:

      1.  Audited Financial Statements are included as part of this report.

      2.  Financial Statement Schedules.

          None.

                                    16
<PAGE>

     3.  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,  1994.   However,  the
registrant  filed  a report dated May 3, 1994, which  reported  a
change of auditors as of May 3, 1994.

                               17
<PAGE>

                           SIGNATURES

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

                                   MAXI GROUP, INC.



Date:     June 28, 1996               /s/    Robert   W.   Mann
                                   Robert W. Mann, President



Date:     June 28, 1996                /s/ Gary B. Peterson
                                   Gary B. Peterson, Secretary-
                                   Treasurer


      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.



Date:      June 28, 1996                /s/ Robert W. Mann
                                   Robert W. Mann, Director




Date:      June 28, 1996                /s/ Gary B. Peterson
                                   Gary B. Peterson, Director



                               18
<PAGE>



                        MAXI GROUP, INC.
                 (A Development Stage Company)






                             INDEX


                                                        Page


Independent auditors' report                             1


Balance sheet, December 31, 1995                         2


Statement of operations for the years
ended December 31, 1995 and 1994 and
for the period from June 17, 1986
(date of inception) through December 31,
1995                                                     3


Statement of stockholders' equity for
the period from June 17, 1986 (date
of inception) through December 31,
1995                                                     4


Statement of cash flows for the years
ended December 31, 1995 and 1994 and
for the period from June 17, 1986 (date
of inception) through December 31, 1995                  6


Notes to financial statements                            7




<PAGE>









                           TANNER+CO.
                  CERTIFIED PUBLIC ACCOUNTANTS
                  675 East 500 South, Suite 640
                   Salt Lake City, Utah 84102
                    Telephone (801) 532-7444
                       Fax  (801) 532-4911




                  INDEPENDENT AUDITORS' REPORT



To the 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,
1995,  and  the  related statements of operations,  stockholders'
equity  and  cash  flows for the two 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 audit in accordance with generally accepted
auditing  standards.  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, 1995 and the results of its operations and its cash flows for
the  two  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 7 to the financial statements, the Company  has
suffered  recurring losses and has a net capital deficiency  that
raise  substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are  also
described in note 7.  The financial statements do not include any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.

  /s/ TANNER & CO.

May 8, 1996
Salt Lake City, Utah


<PAGE>

                        MAXI GROUP, INC.
                 (A Development Stage Company)

                         Balance Sheet

                       December 31, 1995







      ASSETS

Current assets -
 cash                                              $  3,043
                                                   ________


      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities -
 accounts payable to related party                 $  8,440

Stockholders' deficit:
 Common stock, $.001 par value;
     100,000,000 shares authorized;
     21,925,000 shares issued and
     outstanding                                     21,925
     Additional paid-in capital                      47,042
 Deficit accumulated during the
     development stage                              (74,364)
                                                    _______
          Total stockholders' deficit               (5,397)
                                                    _______
          Total liabilities and
          stockholders' deficit                    $  3,043
                                                    _______



See accompanying notes to financial statements.

                              -2-

<PAGE>

                        MAXI GROUP, INC.
                 (A Development Stage Company)

                    Statement of Operations





                                                                  Cumulative
                                              Year Ended          Amounts
                                              December 31,        Since
                                           1995         1994      Inception
                                       ________      _______      _______

Revenue  -  interest  income          $     158          254        6,979
                                       ________      _______      _______ 
Expenses:
   Professional  fees                     3,927        6,834       52,234
   Administrative  expenses                 702          778       11,332
   Travel   expenses                          -            -       17,517
   Amortization    expense                    -            -          160
                                       ________      _______       ______
        Total   expenses                  4,629        7,612       81,243
                                       ________      _______       ______
Loss   before  income  taxes             (4,471)      (7,358)     (74,264)

Income   tax   expense                        -            -         (100)
                                       ________      _______       ______
      Net loss                          $(4,471)      (7,358)     (74,364)
                                       ________      _______       ______

       Loss  per  share                   $(.00)       (.00)         (.01)
                                       ________      _______       ______

Weighted average number of
   shares   outstanding               21,925,000   21,925,000     8,538,245
                                      __________   __________     _________



See accompanying notes to financial statements.

                                  -3-
<PAGE>

                            MAXI GROUP, INC.
                     (A Development Stage Company)

                   Statement of Stockholders' Equity

                 From Inception (June 17, 1986) Through
                           December 31, 1995



                                                                   Deficit
                                                         Stock     Accumulated
                          Number   Common     Additional Subscr-   During the
                          of       Stock at   Paid-In    iption    Development  
                          Shares   Par Value  Capital  Receivable  Stage
                          ______   _________  _______   ________   _________
Balance, June 17, 1986         -    $     -         -         -         -

Shares issued to initial
stockholders for cash,
June, 1986 at $.005    3,000,000      3,000    12,000         -          -

Net loss for the period
ended December 31, 1986        -          -         -         -       (129)
                       _________      _____    ______     _____     _______ 
Balance, December 31,
1986                   3,000,000      3,000    12,000         -       (129)

Contribution of initial
stockholders' shares for
cancellation          (1,500,000)    (1,500)    1,500         -          -

Net loss for the year
ended December 31, 1987        -          -         -         -       (289)
                       __________     _____    ______      _____     ______
Balance, December 31,
1987                    1,500,000     1,500    13,500         -       (418)

Shares issued pursuant
to public offering for
cash, April, 1988, at
$.05 per share          2,155,000     2,155    63,325         -           -

Net loss for the year
ended December 31, 1988         -         -         -         -     (19,221)
                        _________     _____    ______       _____    ______
Balance, December 31,
1988                    3,655,000     3,655    76,825         -     (19,639)

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

Net loss for the year
ended December 31, 1989         -         -         -         -     (16,066)
                        _________     _____    ______       _____   _______
Balance, December 31,
1989                    3,655,000     3,655    46,825         -     (35,705)

Net loss for the year
ended December 31, 1990         -         -         -         -      (8,830)
                        _________     _____    ______       _____    ______
Balance, December 31,
1990                    3,655,000     3,655    46,825         -     (44,535)


                                  -4-
<PAGE>

                            MAXI GROUP, INC.
                     (A Development Stage Company)

             Statement of Stockholders' Equity - Continued



                                                                   Deficit
                                                          Stock    Accumulated
                          Number    Common     Additional Subscr-  During the
                          of        Stock at   Paid-In    iption   Development
                          Shares    Par Value  Capital   Receivable   Stage
                        _________    _______    ______   ________   ________

Shares issued in private
placement               2,000,000      2,000     8,000   (9,000)           -

Net loss for the year
ended December 31, 1991         -          -         -        -       (7,238)
                        _________    _______    ______   ______      _______
Balance, December 31,
1991                    5,655,000      5,655    54,825   (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                    5,655,000      5,655    54,825   (7,433)     (57,029)

Cancellation of
2,000,000 shares,
June, 1993             (2,000,000)    (2,000)   (5,433)       -            -

Shares issued in private
placement, June, 1993  18,270,000     18,270    (2,350)    7,433           -

Net loss for the year ended
December 31, 1993               -          -         -         -      (5,506)
                       __________     ______     ______     ______   _______
Balance, December 31,
1993                   21,925,000     21,925     47,042        -     (62,535)

Net loss for the year ended
December 31, 1994               -          -          -        -      (7,358)
                       __________     ______     ______     ______    ______
Balance, December 31,
1994                   21,925,000     21,925     47,042        -     (69,893)

Net loss for the year
ended December 31, 1995         -          -          -        -      (4,471)
                       __________    _______     ______      _____    ______
Balance, December 31,
1995                   21,925,000    $21,925     47,042        -     (74,364)
                       __________    _______     ______      _____    ______



See accompanying notes to financial statements.


                                  -5-

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

                        Statement of Cash Flows





                                                                   Cumulative
                                            Year Ended             Amounts
                                           December 31,            Since
                                          1995      1994           Inception
                                         _____      _____         _________
Cash flows from operating activities:
 Net loss                                $(4,471)   (7,358)       (74,364)
 Adjustments to reconcile net loss to
   net cash used in operating activities:
     Amortization   expense                    -         -            160
     Increase in accounts payable          1,088     4,042          8,440
                                          ______     _____         ______
           Net cash used in
           operating activities           (3,383)   (3,316)       (65,764)
                                          ______    ______         ______
Cash flows from investing activities:
     Organization   costs                      -          -          (160)
     Investment   in  subsidiary               -          -       (30,000)
                                          ______     ______        ______
           Net cash used in
           investing activities                -          -       (30,160)
                                          ______     ______        ______

Cash flows from financing activities:
 Proceeds from initial issuance of
        common   stock                         -         -         15,000
 Net proceeds from issuance of
        common   stock                         -         -         92,377
    Public   offering   costs                  -         -         (8,410)
                                          ______      _____        ______
           Net cash flows from
           financing activities                -         -         98,967
                                          ______      _____        ______

Net increase (decrease) in cash           (3,383)    (3,316)        3,043

Cash,   beginning  of   period             6,426      9,742             -
                                         ______       _____        ______
Cash,   end  of  period                 $  3,043      6,426         3,043
                                         ______       _____        ______

See accompanying notes to financial statements.

                                  -6-

<PAGE>

                            MAXI GROUP, INC.
                     (A Development Stage Company)

                     Notes to Financial Statements

                       December 31, 1995 and 1994





(1) Summary of Significant Accounting Policies

    Organization
         The Company was organized under the laws of the State of
    Nevada  on  June  17, 1986.  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 loss per share of  common  stock  is
    based on the weighted average number of shares outstanding.

    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.


(2) Related Party Transactions

         For  the  years ended December 31, 1995  and  1994,  the
    Company incurred fees of $3,927 and $4,042, respectively,  to
    an  accounting firm whose president for 1994 and part of 1995
    is  also an officer of the Company.  At December 31, 1995 and
    1994,  $8,440 and $7,352, respectively, was payable  to  such
    accounting firm for professional fees.

         The  Company uses the office of an officer and  director
    of  the  Company on a rent-free basis and will  do  so  until
    additional facilities are required.


                              -7-

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

           Notes to Financial Statements - Continued



(3) Common Stock

         The  initial  issuance  of the  Company's  common  stock
    occurred  in  June,  1986.  During April, 1988,  the  Company
    completed  the  sale of 2,155,000 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 $.05 per  share.
    Proceeds  net  of  offering costs amounted to  $65,480.   The
    proceeds were deposited in an interest bearing account.

         In  November,  1991,  the Company issued  an  additional
    2,000,000   shares  at  $.005  per  share  to  the  Company's
    president.  The Company received $1,000 in cash and a  $9,000
    receivable due on demand for such issuance.

         During  the  year ended December 31, 1993,  the  Company
    received  back and canceled 2,000,000 shares of 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 18,270,000  shares
    of  restricted  common stock during June, 1993  by  the  same
    officer.


(4) Investment in Subsidiary

         In January, 1989, the Company purchased 3,655,000 shares
    of  Zoe Capital Corp., (subsidiary) common stock for $30,000.
    The   shares  purchased  by  the  Company  were,   in   turn,
    registered  with  the  Securities  and  Exchange  Commission,
    effective  June  5, 1989, and distributed  to  the  Company's
    shareholders  effective June 19, 1989.  Such distribution  is
    reflected as a charge to additional paid-in capital.








                              -8-

<PAGE>

                            MAXI GROUP, INC.
                 (A Development Stage Company)

           Notes to Financial Statements - Continued



(5) Supplemental Cash Flow Disclosure

         Cash  paid for interest and income taxes were as follows
    for the years ended December 31:

                                                         Cumulative
                                                         Amounts
                                                         Since
                                                         June 17,
                                                         1986
                                                         (Date of
                                       1995       1994    Inception)
                                       _____      ____   _______
              Interest                 $   -        -         -

              Income  Taxes            $   -        -       100


(6) Income Taxes

         The  difference between income taxes at statutory  rates
    for  1995  and 1994 and the amount presented in the financial
    statements  is  the increase in the tax valuation  allowance,
    which offsets the income tax benefit for the operating loss.

         Deferred tax assets at December 31, 1995 is as follows:

                                        1995       1994
                                       ______   _______    
         Operating loss carryforwards $22,000    21,000
         Valuation allowance          (22,000)  (21,000)
                                      _______    ______
                                     $      -         -
                                      _______    ______

         The  Company  has  net operating loss  carryforwards  of
    approximately  $74,000, which begin to  expire  in  the  year
    2001.   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  carryforward
    can be utilized.



                              -9-
<PAGE>

                            MAXI GROUP, INC.
                 (A Development Stage Company)

           Notes to Financial Statements - Continued



(7) Going Concern

         The accompanying financial statements have been prepared
    assuming  that the Company will continue as a going  concern.
    Because   of  significant  losses,  the  excess  of   current
    liabilities   over  current  assets,  and   a   stockholders'
    deficit,  the  Company's  ability  to  continue  as  a  going
    concern   is   dependent  on  attaining   future   profitable
    operations,   and   obtaining  additional  financial   and/or
    capital.  Management of the Company is currently following  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.










                              -10-