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 March 31, 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 May 13,  1997 was
3,965,339

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

<PAGE>

                     AIM GROUP, INC.AND SUBSIDIARIES

<TABLE>
                                  INDEX

<CAPTION>
                                                                       Page(s)
                                                                       -------
<S>                                                                    <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

              Condensed Consolidated Balance Sheets -
               March 31, 1997 and December 31, 1996                       3

              Condensed Consolidated Statements of
               Operations  - Three Months Ended March
               31, 1997 and 1996                                          4

              Condensed Consolidated Statements of
               Cash Flows - Three Months Ended March
               31, 1997 and 1996                                          5

              Notes to Condensed Consolidated
               Financial Statements                                       6


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

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                           9

Item 3.       Defaults Upon Senior Securities                          9-10

Item 4.       Submission of Matters to a Vote of
               Security Holders                                          10

Item 5.       Other Information                                          10

Item 6.       Exhibits and Reports on Form 8-K                           11

SIGNATURES                                                               12
</TABLE>


                                      2
<PAGE>
PART I.       FINANCIAL INFORMATION

                       AIM Group, Inc. and Subsidiaries

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     March 31,     December 31,
                                                        1997          1996
                                                    -----------   -----------
ASSETS                                                (Unaudited)    (Note)
CURRENT ASSETS
<S>                                                 <C>           <C>
  Cash                                              $   40,157    $   70,342
  Accounts receivable 
    Trade                                              384,314       504,864
    Other                                                    0           564
  Inventories                                          174,188       160,770
  Prepaid expenses                                      28,489        18,529
                                                    -----------   -----------
          Total current assets                         627,148       755,069

PROPERTY, PLANT AND EQUIPMENT                          720,599       720,599
Less allowances for depreciation                      (181,270)     (163,540)
                                                    -----------   -----------
                                                       539,329       557,059

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

OTHER ASSETS                                            47,664        46,836
                                                    -----------   -----------
                                                    $5,214,514    $5,354,337
                                                    ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                  $  436,624    $  281,454
  Receivable financing liability                       221,979       324,293
  Current portion of long-term debt                     14,960        14,960
  Accrued expenses                                      69,915        96,111
                                                    -----------   -----------
         Total current liabilities                     743,478       716,818

LONG-TERM DEBT, less current portion                    71,956        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 March 31, 1997.                             39,801        39,801
  Additional paid in capital                         4,222,809     4,222,809
  Common stock held in treasury - 1,287 shares          (1,400)       (1,400)
  Accumulated  deficit                                (912,130)     (749,764)
                                                    -----------   -----------
                                                     3,349,080     3,511,446
                                                    -----------   -----------
                                                    $5,214,514    $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

                            STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31
                                                    -------------------------
                                                        1997          1996
                                                    -----------   -----------
<S>                                                 <C>           <C>
Net sales                                           $  572,092    $1,069,231
Costs and expenses
  Cost of products sold                                428,538       647,347
  Selling and administrative expenses                  226,976       273,601
  Interest                                              49,782        63,091
  Depreciation and amortization                         19,401        18,508
                                                    -----------   -----------
                                                       724,697     1,002,547
                                                    -----------   -----------
Earnings (loss) before taxes                          (152,605)       66,684

Income taxes                                                 -             -
                                                    -----------   -----------
Net earnings (loss)                                 $ (152,605)   $   66,684
                                                    ===========   ===========

Net earnings per share                              $   (0.038)   $    0.017
                                                    ===========   ===========

Weighted average shares outstanding                  3,978,766     3,944,888
                                                    ===========   ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                       4

<PAGE>

                       AIM Group, Inc. and Subsidiaries

                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31
                                                    -------------------------
                                                        1997          1996
                                                    -----------   -----------
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATIONS                          $  (21,741)   $ (212,520)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                        -       (39,968)
  Increases in other assets and resource property       (4,327)      (42,083)
                                                    -----------   -----------
       Net cash provided by investing activities        (4,327)      (82,051)
                                                    -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Receipt of proceeds from convertible note payable          -       300,000
  Payment of long-term debt                             (4,117)       (3,067)
                                                    -----------   -----------
       Net cash provided by financing activities        (4,117)      296,933
                                                    -----------   -----------

     NET INCREASE (DECREASE) IN CASH                $  (30,185)   $    2,362
                                                    ===========   ===========
</TABLE>


See notes to condensed consolidated financial statements.


                                       5

<PAGE>
                       AIM GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 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 three months ended
March 31,  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

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

<CAPTION>
                                            March 31,            December 31,
                                              1997                  1996
<S>                                         <C>                   <C>     
Finished goods                              $ 35,303              $ 28,513
Raw materials                                 84,497                76,421
Klannerite Ore                                48,645                48,645
Spare parts and supplies                       5,743                 7,191
                                           -----------           -----------

                                            $174,188              $160,770
                                           -----------           -----------
</TABLE>


NOTE C - CONVERTIBLE NOTES PAYABLE

The notes,  having an outstanding  principle balance of $1,050,000  matured on
December 31, 1996. The cash flow from operations was not sufficient to pay off
the Notes.  The Company has amended  $750,000 of the total issue of $1,050,000
of Notes to extend the final  maturity  to March 31,  1998,  to  increase  the
interest rate to 10% per annum and to change the  conversion  rate to $.70 per
share.  Terms have been  reached to replace  the  balance of $300,000 of Notes
with a new investor under the same terms and  conditions  along with the other
Note holders.  This  transaction  is  anticipated  to be completed  during the
Company's second quarter.  The convertible  notes will remain unsecured to the
Company's assets. The terms of the Note Amendments are subject to the approval
of the Vancouver Stock Exchange.


                                       6

<PAGE>

Item 2 -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     Net sales of AIM Group,  Inc.  (the  "Company")  for the first quarter of
1997 amounted to $572,092, a decrease of $497,139 from net sales of $1,069,231
in the prior year's comparable quarter. The decline in net sales was primarily
attributable to a significant decline in a major customer's product line. Cost
of products  sold  amounted to $428,538 and $647,347 in the first  quarters of
1997 and 1996,  respectively,  resulting in a gross margin of 25% in the first
quarter of 1997  compared to a 39% gross margin in the first  quarter of 1996.
The reduction in the gross margin was primarily attributable to the decline in
net sales.  Subsequent to the change in  management  of the Company  effective
March 27, 1996, 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.

     The Company is beginning to receive  orders from a number of customers on
a "toll" basis.  The Company does not incur any substantial  amount of cost of
products sold for this toll business.  Since the customer usually provides the
materials,  the net sales amounts  typically  invoiced by the Company are less
while  preserving a profit amount on a per truckload basis which is similar to
other  business.  The Company has recently  shipped  several  production  size
samples to  customers  which is usually  the last step in a process to receive
ongoing business.

     Selling  and  administrative  expenses  during  the  first  quarter  were
$226,976,  or 40% of net sales,  compared to $273,601, or 26% of net sales, in
the first quarter of 1996. The decrease in selling and administrative expenses
is primarily  attributable to the reduction in net sales. In early April 1997,
new management of the Company  commenced  steps  designed to reduce  corporate
overhead and the Company believes that selling and administrative  expenses in
the second  quarter of 1997 will  decline  from the level  experienced  in the
first quarter.


                                       7

<PAGE>

     Interest expenses were $49,782,  or 9% of net sales, in the first quarter
of 1997 compared to $63,091, or 6% of net sales, in the first quarter of 1996.
The increase in interest  expenses as a percent of net sales was  attributable
both to the reduction in net sales as well as the  Company's  increased use of
the factoring of receivables to provide  working  capital.  A new  receivables
financing  agreement  is in place which  should  effectively  reduce  interest
expenses by 30% to 40% for this financing when needed.

     Primarily  as a result of the above,  the Company  incurred a net loss of
$152,605, or $.038 per share, in the quarter ended March 31, 1997, compared to
net earnings of $66,684,  or $.017 per share,  in the quarter  ended March 31,
1996.

LIQUIDITY AND SOURCES OF CAPITAL

     The Company  incurred a negative cash flow from  operations of $21,741 in
the first quarter of 1997, compared to a negative cash flow from operations of
$212,520 in the first quarter of 1996. As of March 31, 1997, the Company had a
working capital deficit of $116,330.

     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, the Company is applying for a $200,000 loan from
a local development fund for plant improvements and working capital purposes.

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

     The above discussion contains forward-looking  statements relating to the
Company's  revenues and  expenses.  Actual  results of  operations  may differ
materially from projected or expected results of operations due to changes


                                       8

<PAGE>

in the  demand  for  the  Company's  products,  unanticipated  ore  grade  and
geological problems, metallurgical and other processing problems, availability
of materials and  equipment,  the timing of receipt of necessary  governmental
permits,  the  occurrence of unusual  weather or operating  conditions,  force
mejeure  events,  the  failure  of  equipment  or  processees  to  operate  in
accordance  with  specifications  or  expectations,  accidents,  environmental
risks,  uncertainties  relating to the feasibility of certain proposed product
applications,  the Company's dependence upon a limited number of customers and
suppliers,  competition  from  other  mineral  suppliers  and  custom  or toll
processors  in the  surface  modification  industry  and the  availability  of
financing. Many of such factors are beyond the Company's ability to control or
predict.  Readers are cautioned not to put undue  reliance on  forward-looking
statements.  The Company disclaims any intent or obligation to update publicly
these  forward-looking  statements,  whether  as a result of new  information,
future events or otherwise.

PART II.      OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

     Two legal  actions that were  initiated  during the first quarter of 1997
have been dismissed.  On May 1, 1997, Mr. Bernard Kossar, a former director of
the Company, withdrew his action filed against the Company on January 31, 1997
for nonpayment of a Convertible  Promissory Note. Secondly, in early May 1997,
the current  directors of the Company  dismissed an action that had been filed
by them  against  two  former  directors  of the  Company  on April 24,  1997,
pursuant to Section 225 of the Delaware General Corporation Law.


Item 3.  DEFAULTS UPON SENIOR SECURITIES

     On December 31, 1996,  Convertible  Promissory Notes previously issued by
the  Company in the total  principal  amount of  $1,050,000  and held by three
holders (the "Notes")  matured but were not paid as cash flow from  operations
was not sufficient to pay the principal and accrued interest due. During April
1997, two holders owning $750,000  principal amount of Notes agreed to amended
terms providing


                                       9

<PAGE>

for the extension of the final  maturity  date to March 31, 1998,  increase of
the interest rate from 3.5% to 10% per annum,  and decrease in the  conversion
price to $.70 per share.  The Company  believes that during the second quarter
of 1997, a new  investor  will replace the third holder that owns the $300,000
principal  balance  of the  Notes  and  will  agree  to  such  amended  terms.
Effectiveness  of the amended terms of the Notes is subject to the approval of
the Vancouver Stock Exchange.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF THE
         SECURITY HOLDERS

     On March 27, 1997, in accordance with Section 228 of the Delaware General
Corporation  Law,  the  holders of a  majority  of the  Company's  outstanding
shares,  by  shareholders'  consents  in  lieu  of  a  shareholders'  meeting,
authorized  a  change  in the  members  of the  Board of  Directors.  For more
detailed  information  relating  to the  change in the  Board  and  subsequent
appointment of new executive officers of the Company, reference is made to the
Form 8-K filed by the Company on March 28, 1997.


Item 5.  OTHER INFORMATION

     Effective April 29, 1997, Joseph L. Ranzini resigned as a director of the
Company.

     The Company's  shares trade on the Vancouver Stock  Exchange,  Vancouver,
B.C.,  Canada.  The price of the  shares is  quoted in U.S.  dollars  and U.S.
shareholders  can locate the Company's  common stock under the symbol  AGDU.V.
The symbol for Canadian shareholders is AGD.U.


                                      10

<PAGE>


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         Exhibit No.               Document
         -----------               ---------
            27                     Financial Data Schedule


(b)  REPORTS ON FORM 8-K.  Forms 8-K were filed by the  Company on February 7,
February 20, and March 28, 1997.


                                      11
<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.

May 15, 1997                                       By: /s/PAUL R. ARENA
                                                       ----------------
                                                       Paul R. Arena
                                                       Chairman of the Board,
                                                       Chief Executive Officer
                                                       and President


May 15, 1997                                       By: /s/LEIGH S. ZOLOTO
                                                       -------------------
                                                       Leigh S. Zoloto
                                                       Chief Financial Officer,
                                                       Secretary and Treasurer