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, 1999

[ ]  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. [ ]

Shares outstanding of the Issuer's common stock as of December 31, 1999:
24,592,500

The issuer had no significant revenue for its fiscal year ended December 31,
1999.

The aggregate market value of the common voting stock held by non-affiliates
as of April 14, 2000: Undetermined.
<PAGE>
                              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, 1999, 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.

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.
<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
1999.

                                 PART II

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

     (A) MARKET INFORMATION.

     There was no established "public market" for shares of common stock of Maxi
Group, Inc. during the 1999 fiscal year. Maxi Group, Inc. intends to submit its
common stock for quotation on the OTC Bulletin Board of the National Association
of Securities Dealers ("NASD").

     (B) HOLDERS.

     The approximate number of record holders of the Issuer's common stock as
of April 14, 1999, is 14.

     (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 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 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.
<PAGE>
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.

     The Company plans to create or design business plan of operation.

ITEM 7.  FINANCIAL STATEMENTS.

     See attached financial statements; Balanced Sheet as of December 31,
1999 and 1998; Statement of operations for the years ended December 31, 1999
and 1998 and cumulative amounts since inception; Statement of stockholders'
deficit from inception; Statement of cash flows for the years ended December
31, 1999 and 1998 and cumulative amounts since inception and Notes to
financial statements.

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 registrant, 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 OFFICERS, PROMOTERS AND CONTROL PERSONS.

     (A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

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

<TABLE>
NAME               AGE                 YEAR FIRST          POSITION
                                       ELECTED AS
                                       DIRECTOR
 <S>               <C>                   <C>                 <C>
Mathew Evans       28                 Since March, 1999     President,
                                                            Secretary-
                                                            Treasurer &
                                                            Director
</TABLE>


Business Experience

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.
<PAGE>
     (B) IDENTIFY SIGNIFICANT EMPLOYEES: The Company has no employees who are
not executive officers, but who are expected to make a significant
contribution to the Company's business.

     (C) FAMILY RELATIONSHIPS: None.

     (D) 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
described in Section 401(d) of Regulation S-B.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT: Not applicable

ITEM 10.  EXECUTIVE COMPENSATION.

     During the current fiscal year the Company has no present plans to pay
any other compensation to officers or directors.

     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.

Item 11.  Executive Compensation


                          SUMMARY COMPENSATION TABLE
<TABLE>
______________________________________________________________________________
                             Annual Compensation              Long-term
                                                              Awards
______________________________________________________________________________
Name and          Salary     Bonus         Other    Restricted     Securities
Principal         Annual                   Annual   Stock Awards    Under
Position                               Compensation                 Option
______________________________________________________________________________
<S>               <C>         <C>           <C>         <C>           <C>
Mathew W. Evans  $2,000        0             0           0             0
President and Chief
Executive Officer
(3/99 - present)

______________________________________________________________________________
</TABLE>
Compensation of Directors.

     There are no standard arrangement pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

     There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year
for any service provided as director.
<PAGE>
SECTION 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 as of
April 14, 2000.
<TABLE>
                            Number of Shares                Percentage
Name and Address            Beneficially Owned              Of Class (1)
<S>                          <C>                            <C>
Mathew W. Evans                22,000,000                      89%
836 S. Slate Canyon Dr.
Provo, UT 84601

Robert W. Mann                  2,397,600                      9.7%
737 Westholme Ave.
Los Angles, CA 90024
</TABLE>

     The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
                             Number of Shares              Percentage of
Name and Address             Beneficially Owned            Class (1)
<S>                              <C>                         <C>
Mathew W. Evans               22,000,000                     89%
836 S. Slate Canyon Dr.
Provo, UT 84606
>
All directors and executive
officers as a group
(1 person)                    22,000,000                     89%
</TABLE>

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.

       Commencing January 1, 1996, the Company agreed to pay $100 per month to
a shareholder, officer and director of the Company for accounting and office
expenses.  For the six months ended June 30, 1998, 1997, and 1996, the Company
owed $8,440 to an accounting firm whose managing partner was an officer and
director of the company.  On January 1, 1996 the officer terminated his
employment with the accounting firm and at the time of termination agreed to
accept one-half of the outstanding obligation, with the balance to be paid to
the accounting firm.   At December 31, 1998, the Company owed to the
individual $7,820.  As of March 31, 1999, the balance has been satisfied.

          At December 31, 1998 the company owed an officer $4,000 related cash
advances made during the year ended December 31, 1998.  The advances are non-
interest bearing and have no specific repayment terms.  The officer has agreed
to accept unregistered common stock in exchange for the advances at $.001 per
share.
<PAGE>
     On May 11, 1999, the Company issued 22,000,000 shares of common stock to
Mathew Evans in exchange for $20,000 and $2,000 note receivable.  The note
receivable was exchanged for $2000 salary payment to Mr. Evans for services
rendered during the fiscal 1999 year as sole officer and director of the
Company.

     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.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
           <S>                  <C>                            <C>
     (a) Exhibits.
            23.01          Consent of Accountants        Filed Herewith
            27.01          Financial Data                Filed Herewith

     (b) Reports on Form 8-K.

          None.
</TABLE>
                           SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

Maxi Group, Inc.

Date: April 14, 2000               By /s/ Mathew Evans
                                   Mathew Evans, President
                                   Chief Executive Officer, and
                                   Chief Financial Officer

          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: May 15, 2000                 /s/ Mathew Evans
                                   Mathew W. Evans, Director

Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-reporting annual report or proxy
statement has been sent to security holders.
<PAGE>


                                                              MAXI GROUP, Inc.
                                                 (A Development Stage Company)
                                                          Financial Statements

<TABLE>
                                                                          Page
<S>                                                                       <C>
Independent auditors' report                                              F-1

Balance sheet at December 31, 1999 and 1998                               F-2

Statement of operations for the years
ended December 31, 1999 and 1998 and
cumulative amounts since inception                                        F-3

Statement of stockholders' deficit
from inception                                                            F-4

Statement of cash flows for the years
ended December 31, 1999 and 1998 and
cumulative amounts since inception                                        F-6

Notes to financial statements                                             F-7
<PAGE>
                         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, 1999 and 1998, 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 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, 1999 and 1998 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 a
stockholders' 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+CO.

Salt Lake City, Utah
March 27, 2000

                               F-1
<PAGE>
                                                              MAXI GROUP, INC.
                                                 (A Development Stage Company)

                                                                 Balance Sheet
                                                                  December 31,

</TABLE>
<TABLE>
              Assets                                  1999             1998
<S>                                                   <C>              <C>
Current assets - cash                        $       4,495     $      1,669
                                             ______________      ____________
Total Assets                                         4,495            1,669

     Liabilities and Stockholders' Deficit

Current liabilities:
      Accounts payable                       $         310     $      4,220
      Payable to related parties                     4,000           11,820
                                              ______________     ____________

                 Total current liabilities   $       4,310     $     16,040
                                              ______________     ____________
Total Liabilities                            $       4,310     $     16,040
Stockholders' deficit:
    Common stock,$.001 par value;100,000,000
        Shares authorized; 2,592,500 shares
        Issued and outstanding               $      24,593     $      2,593
    Additional paid-in capital               $      70,374     $     70,374
    Accumulated deficit                      $     (94,782)    $    (87,338)
                                              ______________    _____________
    Total stockholders' deficit              $         185     $    (14,371)
                                              ______________    _____________
                                             $       4,495     $      1,669
Total liabilities and stockholders' deficit   ______________    _____________



______________________________________________________________________________

See accompanying notes to financial statements.















                               F-2
<PAGE>
                                                              MAXI GROUP, INC.
                                                 (A Development Stage Company)

</TABLE>
<TABLE>
                                               Years Ended         Cumulative
                                               December 31,        Amounts
                                                                   Since
                                         1999        1998          Inception

<S>                                <C>            <C>              <C>
Revenue - interest income          $      11      $    73        $    7,251
                                   _____________  ___________     ___________
Total Revenues                     $      11      $    73        $    7,251
Expenses:
       Professional fees               4,700        2,223            63,577
       Administrative expenses         2,755        1,241            19,579
       Travel Expenses                     -            -            17,517
       Amortization Expense                -            -               160
       Rent Expense                        -        1,200             1,200
                                   _____________  ___________     ___________
            Total expenses         $   7,455      $ 4,664        $  102,033
                                   _____________  ___________     ___________
Loss before income taxes           $  (7,444)     $(4,591)       $  (94,782)

Income tax expense                         -            -                 -
                                   _____________  ___________     ___________
     Net loss                      $  (7,444)     $(4,591)       $  (94,782)
                                   _____________  ___________     ___________
     Loss per common share
     -basic and diluted            $    (.00)     $  (.00)       $     (.04)
                                   _____________  ___________     ___________
     Weighted average common
     shares-basic and diluted     19,093,000    2,592,000         2,565,000
                                   _____________  ___________     ___________
______________________________________________________________________________
</TABLE>
See accompanying notes to financial statements.

















                               F-3
<PAGE>
                                                              MAXI GROUP, INC.
                                                 (A Development Stage Company)

                                             Statement of Stockholder's Equity
                                                                From Inception
                                                     Through December 31, 1999
<TABLE>
                                           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        -         (19,221)

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

Net loss for the
year ended December
31, 1989                    -         -           -         -         (16,066)
                         ______________________________________________________
<PAGE>
                                                             MAXI GROUP, INC..
                                                 (A Development Stage Company)

                                              Statement of Stockholders Equity
                                      From Inception Through December 31, 1999
                                                                     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 Equity
                                      From Inception Through December 31, 1999
                                                                     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 1994            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)


                               F-6
<PAGE>
                                                             MAXI GROUP, INC..
                                                 (A Development Stage Company)

                                              Statement of Stockholders Equity
                                      From Inception Through December 31, 1999
                                                                     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
</TABLE>
See accompanying notes to financial statements.


                               F-7
<PAGE>
                                                             MAXI GROUP, INC..
                                                 (A Development Stage Company)
                                                       Statement of Cash Flows

                               Years Ended December 31, and Cumulative Amounts
<TABLE>
                                                                    Cumulative
                                              Years Ended           Amounts
                                              December 31,          Since
                                          1999            1998      Inception
                                     _________________________________________
<S>                                       <C>              <C>        <C>
Cash flows from operating activities:
     Net loss                         $  (7,444)     $  (4,591)     $ (94,782)
     Adjustments to reconcile
     net loss to net cash used
     in operating activiti
        Amortization Expense                  -              -            160
       (Decrease) increase in
        accounts payable                 (3,910)          (750)           310
                                     _________________________________________
          Net cash used in
          Operating activities          (11,354)        (5,341)       (94,312)
                                     _________________________________________
Cash flows from investing activities:
     Organization costs                      -              -            (160)
     Investment                              -              -         (30,000)
     Increase in related party payable  (7,820)         5,200           4,000
                                     _________________________________________
          Net cash provided by
          (used in)
          Investing activities          (7,820)         5,200         (26,160)
                                     _________________________________________
Cash flows from financing activities:
     Proceeds from initial issuance
     of common stock                    22,000              -         118,377
     Net proceeds from issuance of
       common stock                          -              -          15,000
     Public offering costs                   -              -          (8,410)
          Net cash provided by
          financing activities          22,000              -         124,967
                                     _________________________________________

Net (decrease) increase in cash          2,826           (141)          4,495

Cash, beginning of period                1,669          1,810              -
                                     _________________________________________
Cash, end of period               $      4,495      $   1,669      $    4,495
                                     _________________________________________

</TABLE>
______________________________________________________________________________
See accompanying notes to financial statements.

                               F-8
<PAGE>
                                                             MAXI GROUP, INC..
                                                 (A Development Stage Company)

                                                 Notes to Financial Statements

                                                    December 31, 1999 and 1998

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.

     Earning Per Share

     The computation of basic earning per common share is based on the
 weighted average number of shares outstanding during each year.

     The computation of diluted earnings 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 method and the average market price
per share during the year.

      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.

                               F-8
<PAGE>
                                                             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,
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 developing a plan to attempt to
resolve these uncertainties.  The financial statements do not include any
adjustments that might result form the outcome of this uncertainty.

3.  Related Party Transactions

    The Company had agreed to pay $100 per month to a shareholder, officer
and director of the Company for accounting and office expenses.  The Company
incurred expenses under the agreement of $1,200 for the year ending December
31, 1998.  As of December 31,1998, the Company owed $7,820 to the officer.
During the year ended December 31, 1999, this amount was paid.

    At December 31, 1999 the Company owed a former officer $4,000 related
cash advances made during the year ended December 31, 1998.  The advances are
non-interest bearing and have no specific repayment terms.  The officer has
agreed to accept unregistered common stock in exchange for the advances at
$.001 per share.

4.  Supplemental Cash Flow Disclosure

    The Company has not paid any amounts for interest or income taxes during
the years ended December 31, 1998 and 1997, 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>
                                                Years Ended
                                                December 31,       Cumulative
                                            1999         1998      Amounts
                   <S>                      <C>          <C>        <C>
                 Income tax benefit at
                 statutory rate          $ 1,000      $ 1,000     $ 30,000
                 Change in valuation
                 allowance                (1,000)      (1,000)     (30,000)
                                        __________    __________  __________
                                         $    -       $    -      $    -
                                        __________    __________  __________
</TABLE>
                 Deferred tax assets are as follows:
<TABLE>
                                                        December 31,
                                                   1999               1998
                    <S>                             <C>                <C>
                 Operating loss carryforward    $ 30,000          $  29,000
                 Valuation allowance             (30,000)           (29,000)
                                                __________        ___________
                                                $    -            $    -
                                                __________        ___________
</TABLE>
     The Company has net operating loss carryforwards of approximately
$90,000, 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 carryforwards can be utilized.

______________________________________________________________________________

                               F-10
<PAGE>
                                                             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

     In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative\
Instruments and Hedging Activities - Deferral of the Effective date of FASB
Statement No. 133."  SFAS 133 establishes accounting and reporting standards
for derivative instruments and requires recognition of all derivatives as
assets or liabilities in the statement of financial position and measurement
of those instruments at fair value.  SFAS 133 is now effective for fiscal
years beginning after June 15, 2000.  The Company believes that the adoption
of SFAS 133 will not have any material effect on the financial statements of
the Company.