FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from To
Commission File No. 33-8070-LA
MAXI GROUP, INC.
(Exact name of Issuer as specified in its charter)
Nevada 87-0420448
State or other jurisdiction of (I.R.S. Employer
incorporation or organization (Identification No.)
836 South Slate Canyon Drive, Provo, Utah 84606
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 356-3735
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the Issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is contained in this form, and none will be
contained, to the best of the Issuer's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The aggregate market value of the common voting stock as of June 3,
2002: 24,592,500
The issuer had no significant revenue for its fiscal year ended
December 31, 2001.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
Maxi Group, Inc. (the "Issuer" or "Company"), was incorporated
under the laws of the State of Nevada on June 17, 1986. The Issuer
was organized to raise capital and then seek out, investigate and
acquire any suitable asset, property or other business opportunity
without regard to any specific business or industry.
In connection with its corporate purposes, the Issuer effected
a public offering of its $.001 par value common stock in 1988,
pursuant to which it sold 2,155,000 shares of common stock and raised
gross proceeds of $107,750. This offering was registered under the
Securities Act of 1933 pursuant to a Registration Statement on Form
S-18 which was filed with the Securities & Exchange Commission.
Subsequent to the close of the offering, the Issuer has been in the
process of investigating potential acquisitions, but has not made
any acquisition. The Company has not yet engaged in any significant
business activities.
Since its public offering, the Company has issued additional
shares of common stock for cash on various occasions in private
offerings. At December 31, 2001, the Company had 24,592,500 shares
issued and outstanding.
The Company reverse split its common stock on a 10 to 1 basis,
reducing the total issued and outstanding to 2,592,500 shares. The
Company then issued an additional 22,000,000 shares for a total
consideration of $22,000 cash. In conjunction with this, existing
management resigned and appointed new management.
(B) BUSINESS OF ISSUER.
None at the present time.
ITEM 2. PROPERTIES.
The Issuer has no significant properties or assets. The Company
has no office facilities or employees. The Company uses the address
of its President.
ITEM 3. LEGAL PROCEEDINGS.
There are not currently any material pending legal proceedings,
to which the Issuer is a party or of which any of its property is
subject and no such proceedings are known to the Issuer to be threatened
or contemplated by or against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the security holders,
through solicitation of proxies or otherwise during the 4th quarter
of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION.
The Issuer's common stock has not been publicly traded.
(B) HOLDERS.
The approximate number of record holders of the Issuer's common
stock as of June 3, 2002, is 23.
(C) DIVIDENDS.
The Issuer has not paid any cash dividends to date and
does not anticipate or contemplate paying dividends in the
foreseeable future. It is the present intention of management to
utilize all available funds for the development of the Company's
business.
The Company is authorized by its certificate of incorporation
to issue up to 100,000,000 shares of common stock, $.001 par value.
All shares of stock, when issued, will be fully-paid and
non-assessable. All shares are equal to each other with respect
to voting, liquidation and dividend rights. Holders of shares of
common stock are entitled to one vote for each share they own at
any stockholders' meeting. Holders of shares of common stock are
entitled to receive such dividends as may be declared by the Board
of Directors out of funds legally available therefor, and upon
liquidation are entitled to participate pro-rata in a distribution
of assets available for such a distribution to stockholders. There
are no conversion, pre-emptive or other subscription rights or
privileges with respect to any shares. Reference is made to the
Company's Articles of Incorporation together with the Amendments
thereto and its By-Laws as well as to the applicable statutes of
the State of Nevada for a more complete description of the rights
and liabilities of holders of common stock. The common stock of
the Company does not have cumulative voting rights which means
that the holders of more than 50% of the shares voting for the
election of directors may elect all of the directors if they choose
to do so. In such event, the holders of the remaining shares
aggregating less than 50% will not be able to elect any directors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION.
Maxi Group has never engaged in any material operations or had
any revenues from operations during the last two fiscal years. The
Company is presently attempting to determine which industries or
areas where the Company should concentrate its business efforts, and
at that determination, will formulate its business plan and
commence operations. During the next twelve months, the
Company's only foreseeable cash requirements will relate to
maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any
potential business venture, which the Company expects to pay
from advances from management or shareholders.
ITEM 7. FINANCIAL STATEMENTS.
MAXI GROUP, Inc.
(A Development Stage Company)
Index to Financial Statements
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, 2001 and 2000, and
the related statements of operations, stockholders' deficit and cash
flows for the years then ended and the cumulative amounts since
inception. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Maxi
Group, Inc., (a development stage company) as of December 31, 2001
and 2000 and the results of its operations and its cash flows for
the years then ended and the cumulative amounts since inception in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has suffered
recurring losses and has an accumulated deficit. These conditions
raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding these matters also are
described in Note 2. The financial statements do not include any
adjustments that might result form the outcome of this
uncertainty.
Tanner + Company
Salt Lake City, Utah
May 15, 2002
F-1
MAXI GROUP, INC..
(A Development Stage Company)
Balance Sheet
December 31,
Assets 2001 2000
Current assets -
cash $ 417 $ 519
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 3,728 $ 1,465
Payable to related parties 4,000 4,000
______________ ____________
Total current liabilities $ 7,728 $ 5,465
Stockholders' deficit:
Common stock,$.001 par value;100,000,000
Shares authorized; 24,592,500 shares
Issued and outstanding $ 24,593 $ 24,593
additional paid-in capital $ 70,374 $ 70,374
Accumulated deficit $ (102,278) $ (99,913)
______________ _____________
Total stockholders' deficit $ (7,311) $ (4,946)
______________ _____________
$ 417 $ 519
Total liabilities and
stockholders' deficit ______________ _____________
______________________________________________________________________________
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Operations
Years Ended Cumulative
December 31, Amounts
Since
2001 2000 Inception
Revenue - interest income $ - $ - $ 7,251
_____________ ___________ ___________
Total Revenues $ - $ - $ 7,251
Expenses:
Professional fees 1,700 5,074 70,351
Administrative expenses 665 57 20,301
Travel Expenses - - 17,517
Amortization Expense - - 160
Rent Expense - 1,200
_____________ ___________ ___________
Total expenses $ 2,365 $ 5,131 $ 109,529
_____________ ___________ ___________
Loss before income taxes $ (2,365) $ (5,131) $ (102,278)
Income tax expense - - -
_____________ ___________ ___________
Net loss $ (2,365) $ (5,131) $ (102,278)
_____________ _____________ ________
Loss per common share
-basic and diluted $ (0.00) $ (0.00)
_____________ _____ _____________
Weighted average common
shares -basic and diluted 24,592,000 24,592,000
_____________ __________ _________
______________________________________________________________________________
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Stockholder's (Deficit) Equity
From Inception Through December 31, 2001
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)
Net loss for the year
ended December 31, 2001 - - - - ( 2,365)
Balance,
December 31, 2001 24,592,500 $24,593 $ 70,374 $ - $ (102,278)
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Statement of Cash Flows
Cumulative
Years Ended Amounts
December 31, Since
2001 2000 Inception
_________________________________________
Cash flows from operating activities:
Net loss $ (2,365) $ (5,131) $(102,278)
Adjustments to reconcile
net loss to
net cash used in operating
activities:
Stock compensation - 0 2,000
Amortization Expense - - 160
Increase in
accounts payable and related
party accounts payable 2,263 1,155 7,728
_________________________________________
Net cash used in
Operating activities (102) ( 3,976) (92,390)
_________________________________________
Cash flows from investing activities:
Organization costs - - (160)
Investment - - (30,000)
_________________________________________
Net cash used in
Investing activities - - (30,160)
_________________________________________
Cash flows from financing activities:
Net proceeds from issuance
of common stock - - 116,377
Proceeds from initial issuance
of common stock - - 15,000
Public offering costs - - (8,410)
_________________________________________
Net cash provided by
financing activities - - 122,967
_________________________________________
Net (decrease) increase in cash ( 102) (3,976) 417
Cash, beginning of period 519 4,495 -
_________________________________________
Cash, end of period $ 417 $ 519 $ 417
_________________________________________
_______________________________________________
See accompanying notes to financial statements.
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
1. Summary of Significant Accounting Policies
Organization
The Company was organized under the laws of the State of
Nevada on June 17, 1986 (date of inception). The Company has
not commenced planned principal operations. The Company
proposes to seek business ventures which will allow for
long-term growth. Further, the Company is considered a
development stage company as defined in SFAS No. 7 and has not,
thus far, engaged in business activities of any kind. The
Company has, at the present time, not paid any dividends and
any dividends that may be paid in the future will depend upon
the financial requirements of the Company and other relevant
factors.
Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly
liquid investments with maturities of less than three months.
Loss Per Share
The computation of basic loss per common share is based on
the weighted average number of shares outstanding during each
period.
The computation of diluted loss per common share is based on
the weighted average number of shares outstanding during the
year plus the common stock equivalents which would arise from
the exercise of stock options and warrants outstanding using
the treasury stock method and the average market price per
share during the period.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
Continued
2. Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
Because of significant losses and the lack of any revenue
generating activities, the Company's ability to continue
as a going concern is dependent on attaining future
profitable operations, and obtaining additional financing
and/or equity.
Management of the Company is currently developing a plan to
attempt to resolve these uncertainties. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
3. Related Party Transactions
At December 31, 2001 and 2000 the Company owed a shareholder
$4,000 related to cash advances made during the year ended
December 31, 1998. The advances are non-interest bearing and
have no specific repayment items.
4. Supplemental Cash Flow Disclosure
The Company has not paid any amounts for interest or income
taxes during the years ended December 31, 2001 and 2000, and
since inception.
____________________________________________________________________
F-9
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
2001 2000 Incept
ion
Income tax benefit at
statutory rate $ 1,000 $ 1,000 $ 31,000
Change in valuation
allowance (1,000) (1,000) (31,000)
__________ __________ __________
$ - $ - $ -
__________ __________ __________
Deferred tax assets are as follows:
December 31,
2001 2000
Operating loss carryforward $ 32,000 $ 31,000
Valuation allowance (32,000) (31,000)
__________ ___________
$ - $ -
__________ ___________
The Company has net operating loss carryforwards of
approximately $100,000, which begin to expire in 2002.
The amount of net operating loss carryforward that can be
used in any one year will be limited by significant changes
in ownership of the Company and by the applicable tax laws
which are in effect at the time such carryforwards can be
utilized. The following approximate amounts will expire over
the next five years from the net operating loss carryforward,
if not used.
2002 -
2003 19,000
2004 16,000
2005 9,000
2006 7,000
____________________________________________________________________
F-10
MAXI GROUP, INC..
(A Development Stage Company)
Notes to Financial Statements
_____________ Continued
6 Fair Value of Financial Instruments
The Company's financial instruments consist of cash and
payables. The carrying amount of cash and payables
approximates fair value because of the short-term nature
of these items.
7. Recent Accounting Pronouncements
SFAS No, 140, Accounting for Transfers and Servicing
of Accounting Financial Assets and Extinguishments of
Liabilities, was issued in September 2000. SFAS No.
140 is a replacement of SFAS No 125, Accounting for
Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. Most of the Provisions
of SFAS No 125 were carried forward to SFAS No. 140
without reconsideration by the Financial Accounting
Standard Board (FASB), and some were changed only in
minor ways. In issuing SFAS No. 140, the FASB included
issues and decisions that had been addressed and determined
since the original publication of SFAS No. 125. SFAS No.
140 is effective for transfers after March 31, 2001.
Management does not expect the adoption of SFAS No. 140
to have a significant impact on the financial position
or results of operations of the Company. In June 2001,
the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141,
Business Combinations, and No. 142, Goodwill and Other
Intangible Assets, collectively, the Statements. These
Statements change the accounting for business combinations,
goodwill and intangible assets. Statement 141 eliminates
the pooling-of-interests method of accounting for business
combinations except for qualifying business combinations
that were initiated prior to July 1, 2001. Statement 141
also changes the criteria to recognize intangible assets
apart from goodwill. Under Statement 142, goodwill and
indefinite lived intangible assets are no longer amortized
but are reviewed annually for impairment, or more frequently
if impairment indicators arise. Separable intangible assets
that have finite lives will continue to be amortized over
their useful lives. The amortization provisions of Statement
142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the amortization
provisions of Statement 142 are effective upon adoption of
Statement 142. Pre-existing goodwill and intangibles will
be amortized during the transition period until adoption.
Companies are required to adopt Statement 142 in their
fiscal year beginning after March 15, 2001. Early
adoption is permitted for companies with fiscal years
beginning after March 15, 2001. The Company plans to
adopt Statement 142 effective July 1, 2002. Goodwill
will be tested for impairment at least annually using a
two-step process that will start with an estimation of
the fair value. The first step will screen for potential
impairment, and the second step will measure the amount of
impairment, if any. Management does not expect the
adoption of SFAS Nos. 141 and 142 to have a significant
impact on the financial position or results of operations
of the Company.
In June 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 143. Accounting
for Asset Retirement Obligations. This Statement requires that
the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. Management does not expect the
adoption of SFAS No. 143 to have a significant impact on the
financial position or results of operations of the Company.
In August 2001, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 144,
Accounting for The Impairment of Disposal of Long-Lived Assets.
This Statement addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. Management
does not expect the adoption of SFAS No. 144 to have a
significant impact on the financial position or results of
operations of the Company.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
During the two most recent fiscal years, there has not been any
change in the principal independent accountant for the Issuer,
and there has been no disagreement on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE
ACT.
(A) IDENTIFICATION OF DIRECTORS.
The current directors of the Issuer, who will serve until the
next annual meeting, or until their successors are elected or
appointed and qualified, are set forth below:
Subsequent to the end of the fiscal year, these persons
resigned as officers and directors of the Company, and the
person named below was appointed in their stead.
YEAR FIRST ELECTED
NAME AGE AS DIRECTOR POSITION
Mathew W. Evans 29 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 2,080,750 (1) 8.5%
737 Westholme Ave President and
Los Angeles, CA 90024 Director
All officers &
Directors as a group 1 person 22,000,000 89%
(1) Includes all shares beneficially owned, regardless of the
form of ownership.
CHANGES IN CONTROL.
There are no arrangements including pledges by any person of
securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.
During 1999, the Company issued 22,000,000 shares to the
Company's President for $22,000. The Company used the office
of a former officer and director of the Company, who also
provided accounting, clerical and secretarial services as
needed, for $100 per month. The terms of these transactions
were not determined on an arms length basis.
No officer, director, promoter, or affiliate of the Issuer
has or proposes to have any direct or indirect material interest by
security holdings, contracts, options, or otherwise in the Issuer or
any asset proposed to be acquired by the Issuer other than as
described herein.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this
report:
None.
1. Exhibits.
None
Reports on Form 8-K.
The Company filed no reports on Form 8-K during the last quarter
of the year ended December 31, 2001.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Issuer has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
MAXI GROUP, INC.
Date: June 4, 2002 /s/ Mathew W. Evans
Mathew W. Evans, President