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, 2000

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

	Commission File No.  33-8070-LA

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

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

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

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

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

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

Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X  No

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

The aggregate market value of the common voting stock as of December
31, 2000: 24,592,500

The issuer had no significant revenue for its fiscal year ended
December 31, 2000.







	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, 2000, the Company had 24,592,500 shares
issued and outstanding.

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

	(B) BUSINESS OF ISSUER.

	None at the present time.

ITEM 2.  PROPERTIES.

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

ITEM 3.  LEGAL PROCEEDINGS.

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

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

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

	PART II

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

	(A) MARKET INFORMATION.

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

	(B) HOLDERS.

	The approximate number of record holders of the Issuer's common
stock as of March 29, 2002, 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.

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'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.


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

	Page

Independent auditors' report	F-2

Balance sheet 										   F-3

Statement of operations 	F-4

Statement of stockholders' (deficit) equity	F-5

Statement of cash flows 	F-8

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



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

We have audited the accompanying balance sheet of Maxi Group, Inc.,
(a development stage company) as of December 31, 2000 and 1999, and
the related statements of operations, stockholders' deficit and cash
flows for the years then ended and the cumulative amounts since
inception.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Maxi
Group, Inc., (a development stage company) as of December 31, 2000
and 1999 and the results of its operations and its cash flows for
the years then ended and the cumulative amounts since inception in
conformity with accounting principles generally accepted in the
United States of America.

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

TANNER + CO.

Salt Lake City, Utah
November 13, 2001

	F-1

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

		Assets						2000			1999
<S>                                                 <C>                <C>
Current assets -
   cash							$         519    $      4,495

    	Liabilities and Stockholders' (Deficit)

Equity

Current liabilities:
	Accounts payable					$       1,465	$       310
      Payable to related parties			        4,000           4,000
								______________	____________
			Total current liabilities	$       5,465    $      4,310


Stockholders' (deficit) equity:
    Common stock,$.001 par value;100,000,000
	   Shares authorized; 24,592,500 shares
	   Issued and outstanding			$ 	 24,593    $     24,593
	Additional paid-in capital			$ 	 70,374    $     70,374
	Accumulated deficit				$     (99,913)   $    (94,782)
								______________   _____________
	Total stockholders' (deficit) equity	$	 (4,946)   $        185
								______________   _____________

	Total liabilities and stockholders'
		(deficit) equity				$         519    $       4,495
</TABLE>


______________________________________________________________________________

See accompanying notes to financial statements.

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

                                Statement of Operations
<TABLE>
								Years Ended		Cumulative
								December 31,	Amounts
											Since
							2000		1999		Inception
<S>                                     <C>              <C>          <C>
Revenue - interest income		$	  -	     $      11	$    7,251
						_____________    ___________	___________
Total Revenues				$	  -	     $      11	$    7,251
Expenses:
	Professional fees			     5,074		   4,700	    68,651
	Administrative expenses		        57		   2,755	    19,636
	Travel Expenses	   			  -               -	    17,517
	Amortization Expense			  -               -	       160
	Rent Expense						      -	     1,200
						_____________    ___________	___________
		Total expenses		$    5,131	     $   7,455	$  107,164
						_____________    ___________	___________
Loss before income taxes		$   (5,131)	     $  (7,444)	$  (99,913)

Income tax expense				  -	            -		 -
						_____________    ___________	___________
	Net loss				$   (5,131)	     $   (7,444)	$  (99,913)
						_____________    _____________   ________
	Loss per common share
	-basic and diluted		$       -	     $      -
						_____________    _____      _____________
	Weighted average common
	shares -basic and diluted 	24,592,000       19,093,000
						_____________    __________     _________
______________________________________________________________________________
</TABLE>
See accompanying notes to financial statements.


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

	Statement of Stockholder's (Deficit) Equity

					       From Inception Through December 31, 2000
<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		-	    (19,639)
Distributions of
stock		 		    -	   	   -	   (30,000)		-		    -

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

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

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

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

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

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

Net loss for the year
ended December 31, 1992	     -	     -	-		-	     (5,256)
				______________________________________________________
Balance,
   December 31, 1992	565,500	   566    59,914	  (7,433)	    (57,029)
Cancellation of
shares	  	     (200,000)	  (200)   (7,233)		-		   -

Shares issued in
private placement,
June 1993	    	    1,827,000      1,827    14,093	   7,433		   -

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


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

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

	Continued
							 Additional  Stock	     Accum-
				   Common Stock	 Paid-In	 Subscription    ulated
     				Shares	Amount Capital	 Receivable	     Deficit
Net loss for the year
ended December 31, 1994	     -	     -	-		-	     (7,358)
				______________________________________________________
Balance,
  December 31, 1994    2,192,500	 2,193    66,774		-	    (69,893)
Net loss for the year
ended December 31, 1995	     -	     -	-		-	     (4,471)
				______________________________________________________
Balance,
  December 31, 1995    2,192,500	 2,193    66,774		-	    (74,364)

Shares issued in
private placement,
August 1996			200,000	   200     1,800		-		   -

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

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

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

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



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

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

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

Net loss for the year
ended December 31, 2000	    -           -         -         -          (5,131)
                        ______________________________________________________
Balance,
   December 31,2000  24,592,500   $	24,593 $  70,374 	 $	-	 $  (99,913)
</TABLE>
See accompanying notes to financial statements.


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

<TABLE>										Statement of Cash Flows


											Cumulative
							     Years Ended		Amounts
							     December 31,		Since
							 2000		   1999	Inception
  						 _________________________________________
<S>                                        <C>            <C>          <C>
Cash flows from operating activities:
	Net loss				  $ 	(5,131)	$  (7,444)	$ (99,913)
	Adjustments to reconcile
	net loss to
		net cash used in operating
		activities:
        	Stock compensation                 -          2,000       2,000
	  Amortization Expense			     -              -         160
	  (Decrease) increase in
	  accounts payable and related
	  party payable			       1,155        (11,730)      5,465
 						 _________________________________________
		Net cash used in
		Operating activities	      (3,976)       (17,174)	  (92,288)
						 _________________________________________

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

Cash flows from financing activities:
	Net proceeds from issuance
		of common stock			     -  	  20,000      116,377
	Proceeds from initial issuance
		 of common stock			     -             -	   15,000
	Public offering costs			     -             -	   (8,410)
                                     _________________________________________
		Net cash provided by
		financing activities		     -  	  20,000      122,967
						 _________________________________________
Net (decrease) increase in cash	      (3,976)	    2,826	      519

Cash, beginning of period			 4,495	    1,669		  -
						 _________________________________________
Cash, end of period			$        519	$   4,495	$     519
						 _________________________________________
</TABLE>
______________________________________________________________________________
See accompanying notes to financial statements.
<PAGE>
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
December 31, 2000 and 1999

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 period.

	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 stock method and the average
market price per share during the period.

Use of Estimates in Preparation of Financial Statements
	The preparation of financial statements in conformity
with 	Generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent asset 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.




<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 and the
lack of any revenue generating activities, the Company's
ability to continue as a going concern is dependent on
attaining future profitable operations, and obtaining
additional financing and/or equity.

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

3.  Related Party Transactions

	At December 31, 2000 and 1999 the Company owed a
shareholder $4,000 related to cash advances made during
the year ended December 31, 1998.  The advances are non-interest
bearing and have no specific repayment items.

4.  Supplemental Cash Flow Disclosure

	The Company has not paid any amounts for interest or
income taxes during the years ended December 31, 2000 and
1999, and since inception.

______________________________________________________________________________

	F-9

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

5.  Income Taxes

	The difference between income taxes at statutory rates and
the amount presented in the financial statements is a result of
the following:
<TABLE>
											Cumulative
								Years Ended		Amounts
								December 31,	Since
							  2000	  1999	Inception
                  <S>                       <C>         <C>        <C>
			Income tax benefit at
			   statutory rate		$ 1,000	$ 1,000	$ 31,000
			Change in valuation
  			   allowance		 (1,000)	 (1,000)	 (31,000)
							__________ __________   __________
							$    -	$    -	$    -
							__________ __________   __________

			Deferred tax assets are as follows:

									  December 31,
						   		   2000		    1999

			Operating loss carryforward	$ 31,000	 	$  30,000
			Valuation allowance		 (31,000)		  (30,000)
								__________		___________
								$    -		$    -
								__________		___________
</TABLE>
	The Company has net operating loss carryforwards
of approximately $100,000, 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

	SFAS No, 140, Accounting for Transfers and Servicing
of Accounting Financial Assets and Extinguishments of
Liabilities, was issued in September 2000.  SFAS No. 140 is
a replacement of SFAS No 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.
Most of theProvisions of SFAS No 125 were carried forward to
SFAS No. 140 without reconsideration by the Financial Accounting
Standard Board (FASB), and some were changed only in minor ways.
In issuing SFAS No. 140, the FASB included issues and decisions
that had been addressed and determined since the original
publication of SFAS No. 125.  SFAS No. 140 is effective for
transfers after March 31, 2001.  Management does not expect
the adoption of SFAS No. 140 to have a significant impact on
the financial position or results of operations of the Company.

	In June 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 141,
Business Combinations, and No. 142, Goodwill and Other Intangible
Assets, collectively, the Statements.  These Statements change
the accounting for business combinations, goodwill and intangible
assets.  Statement 141 eliminates the pooling-of-interests method
of accounting for business combinations except for qualifying
business combinations that were initiated prior to July 1, 2001.
Statement 141 also changes the criteria to recognize intangible
assets apart from goodwill.  Under Statement 142, goodwill and
indefinite lived intangible assets are no longer amortized but
are reviewed annually for impairment, or more frequently if
impairment indicators arise.  Separable intangible assets that
have finite lives will continue to be amortized over their useful
lives. The amortization provisions of Statement 142 apply to
goodwill and intangible assets acquired after June 30, 2001.
With respect to goodwill and intangible assets acquired prior
to July 1, 2001, the  amortization provisions of Statement 142
are effective upon adoption of Statement 142.  Pre-existing
goodwill and intangibles will be amortized during the transition
period until doption. Companies are required to adopt
Statement 142 in their fiscal year beginning after March 15, 2001.
Early adoption is permitted for companies with fiscal years
beginning after March 15, 2001.  The Company plans to adopt
Statement 142 effective July 1, 2002.  Goodwill will be tested for
impairment at least annually using a two-step process that will
start with an estimation of the fair value.  The first step will
screen for potential impairment, and the second step will measure
the amount of impairment, if any.  Management does not expect the
adoption of SFAS Nos. 141 and 142 to have a significant impact
on the financial position or results of operations of the
Company.

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

	In August 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 143,
Accounting for The Impairment of Disposal of Long-Lived Assets.
This Statement addresses financial accounting and reporting for
the impairment or disposal of long-lived assets.  Management does
not expect the adoption of SFAS No. 144 to have a significant
impact on the financial position or results of operations of the
Company.


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

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

	PART III

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

	(A)	IDENTIFICATION OF DIRECTORS.

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

	Subsequent to the end of the fiscal year, these persons
resigned as officers and directors of the Company, and the person
named below was appointed in their stead.
<TABLE>
						YEAR FIRST ELECTED
	NAME			AGE		AS DIRECTOR			POSITION
<S>                     <C>          <C>                       <C>
Mathew W. Evans		28		March, 1999			President, Secretary
										Director
</TABLE>


	(B)	IDENTIFICATION OF EXECUTIVE OFFICERS.

	Same as above.

	(C)	SIGNIFICANT EMPLOYEES.

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

	(D)	FAMILY RELATIONSHIPS.

	None

	(E)	BUSINESS EXPERIENCE.

	(1)	Background

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

	(2) Directorships

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

	(F)	INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

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

ITEM 10.  EXECUTIVE COMPENSATION.

	(A) CASH COMPENSATION.

	No compensation made.

	(B) COMPENSATION PURSUANT TO PLANS.

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

	(C) OTHER COMPENSATION.

	None.

	(D) COMPENSATION TO DIRECTORS.

	None




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

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

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

Robert W. Mann		Former		2,397,600 (1)			9.7%
737 Westholme Ave		President and
Los Angeles, CA 90024	Director

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

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

CHANGES IN CONTROL.

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

ITEM 12. 	CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.

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

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

	PART IV

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

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


	None.

	1.	Exhibits.

	None

	Reports on Form 8-K.

	The Company filed no reports on Form 8-K during the last
quarter of the year ended December 31, 2000.

	SIGNATURES

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

	MAXI GROUP, INC.

Date:		March 29, 2002    /s/   Mathew W. Evans
				     	Mathew W. Evans, President