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U.S. Securities and Exchange Commission
Washington D.C. 20549

Form 10-QSB

[X] Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.

For the Quarter Ended June 30, 2002

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission file number 33-08070-LA

MAXI GROUP, INC.
(name of small business issuer as specified in its charter)

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


836 Slate Canyon Drive, Provo, UT 84606
(Address of principal executive offices)

Registrant's telephone no., including area code: 801-356-3735



Former name, former address, and former
fiscal year, if changed since last report.

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

Securities registered pursuant to Section 12(g) of the Exchange
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
preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___.

Common Stock outstanding at August 15, 2002 - 24,592,500 shares
of $.001 par value Common Stock.


PART I - FINANCIAL INFORMATION

Item 1 Financial Statements

MAXI GROUP, INC.
[Development Stage Companies]

CONDENSED BALANCE SHEETS
[Unaudited]

ASSETS

June 30,2002
--------------
CURRENT ASSETS:
Cash on Hand $ 369
--------------
TOTAL ASSETS $ 369
==============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

June 30, 2002
--------------
CURRENT LIABILITIES:

Accounts payable $ 9,250
Payable to related parties 4,000
--------------
Total Current Liabilities $ 13,250
--------------

STOCKHOLDERS' EQUITY (DEFICIT):

Common stock 24,593
Additional paid-in Capital 70,374
development stage
Accumulated deficit (107,848)
---------------
Total Stockholders; Deficit (12,881)
--------------
TOTAL LIABILITIES & Stockholders' Deficit $ 369
==============

The accompanying notes are an integral part of these
financial statements

MAXI GROUP, INC.
[Development Stage Companies]

CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]


From
For the Three For the Three Inception
Months Ended Months Ended June 17,1986
June 30, 2002 June 30, 2001 to June 30, 2002
--------------- --------------- -----------

REVENUE
Interest Income 0 0 7,251
--------------- --------------- -----------

EXPENSES
General and
Administrative Expenses 24 83 20,871
Amortization Expense - - 160
Professional Fees 4,800 - 75,351
Rent Expense - - 1,200
Travel Expenses - - 17,517
------- --------------- -----------
Total Expenses 4,824 83 115,099

LOSS BEFORE INCOME TAXES (4,824) ( 83) (107,848)
--------------- --------------- -----------
INCOME TAX EXPENSE - - -
--------------- --------------- -----------
NET LOSS (4,824) ( 83) (107,848)
=============== =============== ===========
NET LOSS PER SHARE
BASIC AND DILUTED (.00) (.00)
=============== ===============
WEIGHTED AVERAGE SHARES
BASIC AND DILUTED 24,592,000 24,592,000
=============== ===============

The accompanying notes are an integral part of these
financial statements.


MAXI GROUP, INC.
[Development Stage Companies]

CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]


From
For the Six For the Six Inception
Months Ended Months Ended June 17,1986 to
June 30, 2002 June 30,2001 June 30, 2002
--------------- --------------- -----------

REVENUE
Interest Income 0 0 7,251
--------------- --------------- -----------

EXPENSES
General and
Administrative Expenses 570 645 20,871
Amortization Expense - - 160
Professional Fees 5,000 - 75,351
Rent Expense - - 1,200
Travel Expenses - - 17,517
------- --------------- -----------
Total Expenses 5,570 645 115,099

LOSS BEFORE INCOME TAXES (5,570) (645) (107,848)
--------------- --------------- -----------
INCOME TAX EXPENSE - - -
--------------- --------------- -----------
NET LOSS (5,570) (645) (107,848)
=============== =============== ===========
NET LOSS PER SHARE
BASIC AND DILUTED (.00) (.00)
=============== ===============
WEIGHTED AVERAGE SHARES
BASIC AND DILUTED 24,592,000 24,592,000
=============== ===============
The accompanying notes are an integral part of these
financial statements.



MAXI GROUP, INC.
[Development Stage Companies]

Consolidated Statements of Cash Flow
[Unaudited]


For the Six From Inception
Months ended On June 17, 1986
June 30 Through June 30,
2002 2001 2002
---------------------- ------------------

Cash Flows from Operating Activities:
Net loss $ (5,570) $ (645) $ (107,848)

Adjustments to reconcile net
loss to net cash used in
Operating activities:
Stock compensation - - 2,000
Amortization Expense - - 160

Increase in Accounts Payable
and related party payable 5,522 591 13,250

Net Cash Flows used in
Operating Activities (48) (54) (92,438)

Cash Flows from Investing Activities:
Organization Costs - - (160)
Investment in subsidiary (30,000)
--------- -------- -----------
Net Cash Flows to Investing
Activities 0 0 (30,160)
--------- -------- -----------
Cash Flows from Financing
Activities:
Proceeds from common stock - - 116,377
Proceeds from initial issuance
Of common stock 15,000
Stock offering costs - - (8,410)
---------- -------- -----------
Net cash flows provided by
Financing Activities 0 0 122,967
---------- --------- -----------
Net(Decrease) Increase in Cash (48) (54) 369

Cash at Beginning of Period 417 519 -
---------- --------- -----------
Cash at End of Period $ 369 $ 465 369


MAXI GROUP, INC.
[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit.
In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present
fairly the financial position, results of operations and cash
flows at June 30, 2002 and for all periods presented have
been made.

Accounting Estimates - Certain information and footnote
disclosures normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted.
It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 2001 audited
financial statements. The results of operations for the
period ended June 30, 2002 are not necessarily indicative
of the operating results for the full year.

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.


ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.

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.



Liquidity and Capital Resources

At June 30, 2002, the Company had $369 in current assets, with
total current liabilities of $13,250.

Results of Operations

For the three-month period ended June 30, 2002, the Company
incurred nominal expenses totaling $4,824 for bank, accounting
and transfer fees compared to $83 for the respective period of
2001. During this quarterly period, the Company had no business
operations. It received $0 in revenues and had a net loss of
$(2,824). For the respective period ended June 2001, total
revenues were $0 with a net loss of $(83). For the six-month
period ended June 30, 2002, the Company incurred nominal expenses
totaling $5,570 for bank, accounting and transfer fees compared to
$645 for the respective period of 2001. During this six-month
period, the Company had no business operations and received $0
in revenues and had a net loss of $(5,570). For the respective
six-month period ended June 2001, total revenues were $0
with a net loss of $(645).



PART II - OTHER INFORMATION

ITEM I Legal Proceedings

None.

ITEM 2 Change in Securities

None.


ITEM 3 Defaults on Senior Securities

None.

ITEM 4 Submission on Matters to a Vote of Security Holders

None.

ITEM 5 Other Information

None.

ITEM 6 Exhibits and Reports on Form 8-K

(A) Exhibits

None.

(B) Reports on Form 8-K;


None.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Maxi Group, Inc.
(the "Company") on Form 10-QSB for the period ending June 30, 2002,
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Mathew Evans, Chief Executive Officer,
President and Treasurer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section
13 (a) or 15(d) of the Securities and Exchange Act of 1934;
and

(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Company

SIGNATURES

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

Maxi Group, Inc.

Date: 8/19/02 By /s/ Mathew Evans
Mathew Evans
Sole Officer and Director