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
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
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
MAXI GROUP, INC..
(A Development Stage Company)
Balance Sheet
December 31,
Assets 2000 1999
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
______________________________________________________________________________
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Operations
Years Ended Cumulative
December 31, Amounts
Since
2000 1999 Inception
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
_____________ __________ _________
______________________________________________________________________________
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Stockholder's (Deficit) Equity
From Inception Through December 31, 2000
Additional Stock Accum-
Common Stock Paid-In Subscription ulated
Shares Amount Capital Receivable Deficit
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)
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)
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Cash Flows
Cumulative
Years Ended Amounts
December 31, Since
2000 1999 Inception
_________________________________________
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
_________________________________________
______________________________________________________________________________
See accompanying notes to financial statements.
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.
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
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:
Cumulative
Years Ended Amounts
December 31, Since
2000 1999 Inception
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)
__________ ___________
$ - $ -
__________ ___________
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
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.
YEAR FIRST ELECTED
NAME AGE AS DIRECTOR POSITION
Mathew W. Evans 28 March, 1999 President, Secretary
Director
(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.
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%
(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