U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                              ------------------


                                  FORM 10-QSB

               [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended Sept. 30, 1997

              [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 33-82468
                        -------------------------------


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

         2001 W. Sample Road (Suite 300), Pompano Beach, Florida 33064
             (Address of registrant's principal executive office)

                                 954-972-9339
                        (Registrant's telephone number)

                  Delaware                              13-3773537
         (State of Incorporation)                    (I.R.S. Employer
            Identification No.)

                              -------------------



Check  whether  the issuer (1) filed all  reports to be filed by Section 13 or
(15(d) of the  Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]  No [ ]

The number of shares of common  stock  outstanding  as of November 7, 1997 was
3,965,339

Transitional Small Business Disclosure Format: [ ] Yes    [X] No


<PAGE>

                        AIM GROUP, INC.AND SUBSIDIARIES
                                     INDEX
                        NINE MONTHS ENDED Sept.30, 1997

                                                                           Page
                                                                           ----

PART 1.             FINANCIAL INFORMATION

Item 1              Condensed Consolidated Balance Sheets -
                     Sept. 30, 1997 and December 31, 1996                   3

                    Condensed Consolidated Statements of
                     Operations  - Three Months and Nine
                    Months Ended Sept. 30,1997 and 1996                     4

                    Condensed Consolidated Statements of
                     Cash Flows - Three Months and Nine
                    Months Ended Sept. 30, 1997 and 1996                    5


                    Notes to Condensed Consolidated
                     Financial Statements                                   6


Item 2              Management's Discussion and Analysis of               7-9
                    Financial Condition and Results of
                    Operations


PART II             OTHER INFORMATION


Item 4              Submission of Matters for a Vote of                    10
                    Security Holders

Item 6              Exhibits and Reports on Form 8-K                       10


                                      2

<PAGE>

Part 1. Financial Information
<TABLE>
<CAPTION>

                       AIM Group, Inc. and Subsidiaries

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<S>                                                 <C>              <C>  
                                                    September 30,     December 31,
                                                        1997              1996
                                                    -------------    -------------
ASSETS                                              (Unaudited)          (Note)
CURRENT ASSETS
  Cash                                              $     33,719     $     70,342
  Accounts receivable
    Trade                                                432,738          504,864
    Other                                                   -                 564
  Inventories                                            166,075          160,770
  Prepaid expenses                                         9,314           18,529
                                                    -------------    -------------
         Total current assets                            641,846          755,069
 
PROPERTY, PLANT AND EQUIPMENT                            764,219          720,599
Less allowances for depreciation                        (216,729)        (163,540)
                                                    -------------    -------------
                                                         547,490          557,059

RESOURCE PROPERTY                                      4,000,373        3,995,373

OTHER ASSETS                                              49,976           46,836
                                                    -------------    -------------
                                                    $  5,239,685     $  5,354,337
                                                    =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                  $    500,912     $    281,454
  Receivable financing liability                         407,759          324,293
  Current portion of long-term debt                       38,786           14,960
  Accrued expenses                                        55,931           96,111
                                                    -------------    -------------
         Total current liabilities                     1,003,388          716,818

LONG-TERM DEBT, less current portion                      98,799           76,073

CONVERTIBLE NOTES PAYABLE                              1,050,000        1,050,000

STOCKHOLDERS' EQUITY
  Preferred Stock; 1,000,000 shares authorized;
  $1 par value; no shares issued or outstanding.              -                -
  Common stock; 12,000,000 shares authorized;
   $.01 par value; 3,980,053 shares issued and
   3,978,766 shares outstanding at December 31,
   1996 and 3,964,052 outstanding at September 30
   1997.                                                  39,801           39,801
  Additional paid in capital                           4,222,809        4,222,809
  Common stock held in treasury - 1,287 shares
   at December 31, 1996 and 16,001 shares at
   September 30, 1997.                                   (14,996)          (1,400)
  Accumulated  deficit                                (1,160,116)        (749,764)
                                                    -------------    -------------
                                                       3,087,498        3,511,446
                                                    -------------    -------------
                                                    $  5,239,685     $  5,354,337
                                                    =============    =============
</TABLE>

Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all the information and
footnotes  required by generally accepted  accounting  principles for complete
financial statements.

See notes to condensed consolidated financial statements.


                                      3
<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

<TABLE>
                            STATEMENT OF OPERATIONS
                                  (Unaudited)
<CAPTION>

                                                   Three Months Ended             Nine Months Ended
                                                     September 30,                  September 30,
                                                   ------------------             ------------------
                                                   1997          1996             1997          1996
                                                   ----          ----             ----          ----
<S>                                           <C>           <C>               <C>           <C>
Net sales                                     $   573,898   $   645,871       $ 1,761,468   $ 2,500,001
Costs and expenses
  Cost of products sold                           463,932       437,888         1,379,409     1,685,408
  Selling and administrative expenses             186,987       277,301           582,094       753,570
  Interest                                         43,711        13,100           142,354       112,193
  Depreciation and amortization                    19,401        19,618            58,202        57,973
                                              ------------  ------------      ------------  ------------
                                                  714,031       747,907         2,162,059     2,609,144
                                              ------------  ------------      ------------  ------------
Earnings (loss) before taxes                     (140,133)     (102,036)         (400,591)     (109,143)

Income taxes                                            -             -                 -             -
                                              ------------  ------------      ------------  ------------
Net earnings (loss)                           $  (140,133)  $  (102,036)      $  (400,591)  $  (109,143)
                                              ============  ============      ============  ============

Net earnings (loss) per share                 $    (0.035)  $    (0.026)      $    (0.101)  $    (0.027)
                                              ============  ============      ============  ============

Weighted average shares outstanding             3,967,730     3,980,053         3,971,408     3,971,262
                                              ============  ============      ============  ============
</TABLE>

See notes to condensed consolidated financial statements.


                                      4

<PAGE>


                       AIM Group, Inc. and Subsidiaries

<TABLE>
                            STATEMENT OF CASH FLOWS
<CAPTION>

                                                          Three Months Ended             Nine Months Ended
                                                            September 30,                  September 30,
                                                          ------------------             ------------------
                                                          1997          1996             1997          1996
                                                          ----          ----             ----          ----
<S>                                                  <C>           <C>               <C>           <C>
CASH FLOWS FROM OPERATIONS                           $   (14,459)  $    64,123        $  (31,415)  $  (291,040)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                    (36,570)       (2,235)          (43,620)     (109,403)
  Increases in other assets and resource property           (673)          541            (5,000)      (77,580)
  Other                                                   (3,140)            0            (3,140)            0
                                                     ------------  ------------      ------------  ------------
       Net cash provided by investing activities         (40,383)       (1,694)          (51,760)     (186,983)
                                                     ------------  ------------      ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Receipt of proceeds from convertible note payable            0       (10,905)                0       300,000
  Net change in debt                                      84,091             0            46,552        16,586
                                                     ------------  ------------      ------------  ------------
       Net cash provided by financing activities          84,091       (10,905)           46,552       316,586
                                                     ------------  ------------      ------------  ------------

     NET INCREASE (DECREASE) IN CASH                 $    29,249   $    51,524       $   (36,623)  $  (161,437)
                                                     ============  ============      ============  ============
</TABLE>

See notes to condensed consolidated financial statements.


                                      5

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 1997


NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited condensed financial  statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the information and
footnotes  required by generally accepted  accounting  principles for complete
financial   statements.   In  the  opinion  of  management,   all  adjustments
(consisting  of normal  recurring  accruals)  considered  necessary for a fair
presentation  have been included.  Operating results for the nine months ended
September 30, 1997 are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 1997. For further information,  refer
to the refer to the financial statements and footnotes thereto included in the
AIM Group, Inc. annual report on FORM 10-KSB for the period ended December 31,
1996.

NOTE B - INVENTORIES

The components of inventory consist of the following:
<TABLE>
<CAPTION>

                                    September30,         December 31,
                                       1997                  1996
<S>                                 <C>                  <C>
Finished goods                      $  21,589             $  28,513
Raw materials                          94,418                76,421
Klannerite Ore                         48,645                48,645
Spare parts and supplies                1,423                 7,191
                                    ---------             ---------

                                    $ 166,075             $ 160,770
                                    ---------             ---------
</TABLE>


                                      6

<PAGE>

Item 2 -  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations

Results of Operations

QUARTER ENDED SEPT. 30, 1997 COMPARED TO QUARTER ENDED SEPT. 30, 1996

      Net sales of AIM Group,  Inc. (the  "Company")  for the third quarter of
1997 amounted to $573,898, a decrease of $71,973 from net sales of $645,871 in
the prior year's  comparable  quarter.  The decline in net sales was primarily
attributable to a decline in a major customer's product line that has occurred
over the past nine  months.  Cost of products  sold  amounted to $463,932  and
$437,888 in the third quarters of 1997 and 1996, respectively,  resulting in a
gross  margin  of 19% in the third  quarter  of 1997  compared  to a 32% gross
margin in the third  quarter of 1996.  The  reduction  in the gross margin was
primarily  attributable to the decline in net sales and continued  competitive
pricing  pressures.  Subsequent  to the change in  management  of the  Company
effective March 27, 1997, new management has commenced efforts to increase net
sales  by  offering   improved  and/or  new  industrial  filler  products  and
applications to existing and potential new customers.

      Selling and  administrative  expenses  during the third  quarter of 1997
were $186,987, or 33% of net sales, compared to $277,301, or 43% of net sales,
in the third  quarter of 1996.  The  decrease  in selling  and  administrative
expenses  is  attributable  to  new  management's  cost  containment   efforts
implemented  in 1997  and the  reduction  in net  sales in the  quarter  ended
September 30, 1997.  Offsetting  some of the decrease was increased  marketing
and  travel  expenses  incurred  to promote  other  business  applications  to
numerous potential  customers and development  efforts to expand and diversify
the Company's products.

      Interest expenses were $43,711, or 8% of net sales, in the third quarter
of 1997 compared to $13,100, or 2% of net sales, in the third quarter of 1996.
The increase in interest  expenses as a percent of net sales was  attributable
to both an  increase  in the  interest  rate of 3.5% to 10% for the  Company's
outstanding Series A Convertible Notes and the Company's  increased use of the
factoring  of  receivables  to  provide  working  capital.  A new  receivables
financing agreement  implemented in the second quarter of 1997 has resulted in
cost reductions for this type of financing.  Also contributing to the increase
was the low cost  development  loan the Company  received in the quarter ended


                                      7

<PAGE>

September  30,  1997  to  upgrade  and  expand  capacity  at the  Malvern,  AR
manufacturing facility.

      Primarily as a result of the above,  the Company  incurred a net loss of
$140,133, or $.035 per share, in the quarter ended Sept. 30, 1997, compared to
a net loss of $102,036,  or $.026 per share,  in the quarter  ended Sept.  30,
1996.

NINE MONTHS ENDED SEPT. 30, 1997 COMPARED TO NINE MONTHS ENDED SEPT. 30, 1996

      Net sales of the  company  for the nine  months  ended  Sept.  30,  1997
amounted to  $1,761,468,  a decrease of $738,533  from net sales of $2,500,001
for the nine months ended Sept.  30, 1996. The majority of the decline was due
to the decline in a major  customer's  product  line.  Cost of  products  sold
amounted to $1,379,409 and $1,685,408 for the nine months ended Sept. 30, 1997
and Sept. 30, 1996,  respectively,  resulting in a gross margin of 22% for the
first nine months of 1997 compared to 33% for the  comparable  period in 1996.
The reduction in gross margin is primarily the result of the net sales decline
and increased price competitiveness for industrial minerals used as fillers in
the rubber and plastics industries.

      Selling and administrative  expenses for the nine months ended Sept. 30,
1997 were $ 582,094, or 33% of net sales,  compared to $753,570, or 30% of net
sales, for the nine months ended Sept. 30, 1996. The increase as a per cent of
net sales was due to an increase in marketing  travel to promote other Company
products to potentially new customers.

      Interest expenses were $142,354,  or 8% of net sales, in the nine months
ended  Sept.  30,  1997  compared  to  $112,193,  or 4% of net  sales  for the
comparable  period in 1996.  The increase is primarily  due to the increase in
the  interest  rate of 3.5% to 10% for  the  Company's  outstanding  Series  A
Convertible Notes and loan costs related to a development loan received by the
Company in third quarter of 1997.

      Primarily as a result of the above,  the Company  incurred a net loss of
$400,591, or $.101 per share, in the nine months ended Sept. 30, 1997 compared
to a net loss of $109,143,  or $.027 per share, in the nine months ended Sept.
30, 1996.


                                      8

<PAGE>

Liquidity and Sources of Capital

      The Company  incurred a negative cash flow from operations of $14,459 in
the third quarter of 1997, compared to a positive cash flow from operations of
$64,123 in the third  quarter of 1996.  As of  Sept.30,1997  the Company had a
working capital deficit of $361,542.

      In order to increase  available cash to meet expenses in the short term,
the Company  continued  its  factoring  arrangement  which  provides  for cash
advances  against  invoices  to  customers  during  the  period in which  such
invoices  are  outstanding.  Generally,  the  cost of  factoring,  similar  to
interest rates on short term borrowings, is payable on the amounts outstanding
and customer payments are then applied directly to advances.  Factoring, while
not increasing working capital,  does provide liquidity of receivables.  It is
the  intention of management  to  discontinue  the use of factoring as soon as
practicable. In that regard, during the third quarter of 1997, the Company was
granted a $200,000 loan from a local  development  fund at an annual  interest
rate of 6% for plant  improvements  and  working  capital  purposes.  Accounts
payable increased from $281,454 at December 31, 1996, to $500,912 at September
30, 1997. The increase is  attributable to a decline in working capital in the
nine months ended Sept.  30, 1997.  This decline was caused by the decrease in
net sales during the nine months  ended Sept.  30, 1997 which has not yet been
offset by a similar decline in operating  costs.  New management has made cost
reductions in personnel,  rental space, supply costs, and other expenses since
April, 1997.


                                      9

<PAGE>

Part  II. Other Information

Item  4. Submission of Matters for a Vote of Security Holders.

During the quarter  ended Sept.  30,  1997,  several  items were voted upon by
shareholders at the Company's annual shareholder meeting.  These items and the
vote results are shown below:

<TABLE>
<CAPTION>
     PROPOSAL              RESULT          FOR           AGAINST         ABSTAIN
<S>                       <C>             <C>           <C>             <C>
Adoption of 1997          Approved        1,796,631     522,971         135,676
Stock Option Plan
Appointment of M.A        Approved        2,965,811       3,982             426
Cabrera & Company
P. A. as Auditor
Director Elections:
Paul Arena                Elected         2,509,729      76,203         384,187
James Austin              Elected         2,509,729      76,203         384,187
Dr. Audrey Braswell       Elected         2,509,729      76,203         384,222
Jerry Cape                Elected         2,509,729      76,203         384,324
Ernest Purcell            Elected         2,509,729      76,203         384,254
</TABLE>


Item  6. Exhibits and Reports on Form 8-K

(a) Exhibits. The following exhibit is filed herewith:

         Exhibit No.               Document

            10                    1997 Stock Option Plan

            27                    Financial Data Schedule


(b) Reports on Form 8-K.  There were no Forms 8-K filed by the Company  during
the second quarter ended Sept. 30, 1997.


                                      10

<PAGE>

                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934,  the  registrant  has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                               AIM GROUP, INC.

Nov 14, 1997                              By: /s/PAUL R. ARENA
                                              -----------------
                                              Paul R. Arena
                                              Chairman of the Board,
                                              Chief Executive Officer
                                               and President


Nov 14, 1997                              By: /s/LEIGH S. ZOLOTO
                                              -------------------
                                              Leigh S. Zoloto
                                              Chief Financial Officer,
                                              Secretary and Treasurer


                                      11