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, 1999

              [ ] 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)

            400 Perimeter Center, N.E. Suite 900, Atlanta, GA 30346
             (Address of registrant's principal executive office)

                                 770-804-6419
                        (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  12,1999  was
1,396,684.

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


<PAGE>

                        AIM GROUP, INC.AND SUBSIDIARIES

                                     INDEX

                                                                       PAGE(S)
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets -
                    March 31, 1999 and December 31, 1998                  3

                  Condensed Consolidated Statements of
                    Operations - Three Months Ended
                    March 31,1999 and 1998
                                                                          4

                  Condensed Consolidated Statements of
                    Cash Flows - Three Months Ended
                    March 31,1999 and 1998                                5

                  Notes to Financial Statements                           6

Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                          7-10

PART II.          OTHER INFORMATION

Item 6            Exhibits and Reports on Form 8-K                       10

Signatures                                                               11


<PAGE>

PART 1.     FINANCIAL INFORMATION

                       AIM GROUP, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       March 31,       December 31,
                                                                         1999              1998
                                                                     -------------    -------------
<S>                                                                  <C>              <C>
ASSETS                                                               (Unaudited)        (Auditied)
CURRENT ASSETS
  Cash                                                               $    31,883      $   324,841
  Accounts receivable
    Trade                                                                147,285           67,473
  Inventories                                                            117,270          135,198
  Prepaid expenses                                                         5,341            7,752
                                                                     ------------     ------------
    Total current assets                                                 301,779          535,264

PROPERTY, PLANT AND EQUIPMENT                                            880,161          877,830
Less Accumulated Depreciation                                           (308,050)        (293,740)
                                                                     ------------     ------------
Net Property Plant and Equipment                                         572,111          584,090

RESOURCE PROPERTY                                                      4,010,998        4,005,373

OTHER ASSETS                                                             242,811           29,917
                                                                     ------------     ------------
                                                                     $ 5,127,699      $ 5,154,644
                                                                     ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
Accounts payable                                                     $   627,533      $   621,511
Note Payable                                                             250,000          150,000
Current portion of long-term debt                                         31,195           34,277
Accrued expenses                                                          62,556           73,048
                                                                     ------------     ------------
    Total current liabilities                                            971,284          878,836

LONG-TERM DEBT, less current maturities                                  174,032          179,207

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

    STOCKHOLDERS' EQUITY
Preferred Stock; 1,000,000 shares authorized; $1 par value;
150,000 issued and outstanding                                           150,000          150,000
Common stock; 12,000,000 shares authorized; $.01 par value;
1,396,684 and 1,330,018 shares issued and outstanding                     13,967           13,300
at March 31, 1999 and December 31, 1998
Additional paid in capital                                             4,739,381        4,544,810
Common stock held in treasury - 3,150 shares at cost                      (9,876)          (9,876)
Retained Earnings (deficit)                                           (1,961,089)      (1,651,633)
                                                                     ------------     ------------
TOTAL STOCKHOLDERS' EQUITY                                             2,932,383        3,046,601
                                                                     ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 5,127,699      $ 5,154,644
                                                                     ============     ============
</TABLE>


                                      3

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

                            STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                    ------------------
                                                   1999            1998
                                                   ----            ----
<S>                                           <C>              <C>
Net sales                                     $   490,326      $   778,189
Costs and expenses
  Cost of products sold                           353,232          546,355
  Selling and administrative expenses             388,422          123,355
  Interest                                         44,418           54,689
  Depreciation and amortization                    13,710           19,400
                                              ------------     ------------
                                                  799,782          743,799
                                              ------------     ------------
    Earnings (loss) before taxes                 (309,456)          34,390

Income taxes                                            0                0
                                              ------------     ------------
Net earnings (loss)                           $  (309,456)     $    34,390
                                              ============     ============

Net earnings (loss) per share                 $    (0.222)     $     0.026 **
                                              ============     ============

  Weighted average shares outstanding           1,396,684        1,323,702 **
                                              ============     ============
</TABLE>

** Shares and earnings per share shown are adjusted for one for three  reverse
stock split.


                                      4

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

                            STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                           ------------------
                                                           1999          1998
                                                           ----          ----
<S>                                                   <C>              <C>
CASH FLOWS (DEFICIT) FROM OPERATIONS                  $  (166,933)     $    47,385

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                      (2,331)         (24,894)
  Increases in other assets and resource property        (218,519)         (14,495)
                                                      ------------     ------------
    Net cash used by investing activities                (220,850)         (39,389)
                                                      ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt financing                            100,000           15,101
  Payment of long-term debt                                (5,175)          (2,973)
                                                      ------------     ------------
    Net cash provided by financing activities              94,825           12,128
                                                      ------------     ------------

    NET INCREASE (DECREASE) IN CASH                   $  (292,958)     $    20,124
                                                      ============     ============
</TABLE>


                                      5

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)-March 31, 1999

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,  1999 are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 1999. For further information,  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, 1998.

NOTE B - INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                      March 31,       December 31,
                                        1999              1998
<S>                                   <C>               <C>   
Finished goods                         27,049            30,909
Raw materials                          31,279            47,134
Klannerite ore                         48,645            48,645
Spare parts and supplies               10,297             8,510
                                      -------           -------
Totals                                117,270           135,198
                                      ========          =======
</TABLE>


                                      6

<PAGE>


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


RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31,1999 COMPARED TO QUARTER ENDED MARCH 31,1998

      Net sales of AIM Group,  Inc. (the  "Company")  for the first quarter of
1999 amounted to $490,326,  a decrease of $287,863,  or 37%, from net sales of
$778,189 in the prior year's comparable quarter.  The decline in net sales was
primarily  attributable  to a decline in demand for the surface  treatment  of
fire retardant materials.  This was due to an above average demand from one of
the company's  main  customers in the first quarter of 1998.  Cost of products
sold amounted to $353,232 and $546,355 in the first quarters of 1999 and 1998,
respectively,  resulting in a gross margin of 28% in the first quarter of 1999
compared  to a 30% gross  margin  in the first  quarter  of 1998.  The  slight
decrease in the gross  margin was  primarily  attributable  to lower net sales
which was partially  offset by savings achieved on the Company's main material
costs.

      Selling and  administrative  expenses  during the first  quarter of 1999
were $388,422, or 79% of net sales, compared to $123,355, or 16% of net sales,
in  the  first  quarter  of  1998.  The  increase  of  $265,067  is  primarily
attributable  to the issuance of 66,666  shares of common stock in  connection
with the hiring of Mr. Ted Lamb, the Company's new Chief Operating Officer, in
February  1999.  The  value  of  these  shares  on the  date of hire  were the
equivalent of $200,000 based on the Company's  stock price of $3.00 per share.
Mr. Lamb received a signing bonus of 33,333 shares and the personnel placement
firm,  Atlantis  Technology  Partners,  LLC,  used in hiring Mr. Lamb received
33,333  shares as well.  Other  reasons  for the  selling  and  administrative
expense increase was additional staffing and other necessary expenses incurred
in the first  quarter  of 1999 in  connection  with the  Company's  efforts to
acquire three  companies  engaged in  activities  relating to the Internet and
business solution software services, as more fully discussed below.


                                      7

<PAGE>

      Interest expenses were $44,418, or 9% of net sales, in the first quarter
of 1999 compared to $54,689, or 7% of net sales, in the first quarter of 1998.
The increase in interest  expenses as a percent of net sales was  attributable
to the decline in net sales in the first quarter of 1999.

      Due primarily to the net sales decline and increased expenses related to
potential acquisitions  described previously,  the Company incurred a net loss
of $109,456, or $.222 per share, in the quarter ended March 31, 1999, compared
to net earnings of $34,390, or $.026 per share, in the quarter ended March 31,
1998.


LIQUIDITY AND SOURCES OF CAPITAL

      The Company incurred a negative cash flow from operations of $166,933 in
the first quarter of 1999, compared to a positive cash flow from operations of
$47,385 in the first  quarter of 1998.  The negative cash flow for the current
period was primarily  attributable  to the net loss of 309,456,  paydown of an
inventory loan, and an increase in accounts receivable.  As of March 31, 1999,
the Company had a working capital deficit of $669,505.

      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.

      On March 3,  1999 the  Company  borrowed  $100,000  from Dr.  Audrey  L.
Braswell, a Company director. The promissory note issued by the Company to Dr.
Braswell  matures  on May 15,  1999 and at this  time the full  principal  and
interest of $6,000 is due.

      As fully  described in the Company's 1998 Form 10-KSB report the Company
intends to acquire established high technology oriented businesses involved in


                                      8

<PAGE>

activities  relating to Internet  and  business  solution  software  services.
During  January,  1999,  the Company  acquired a minority  equity  interest in
Netsurfer,  Inc., a private  company  headquartered  in Atlanta,  Georgia that
currently  markets a product  utilizing  Internet  access software for sale to
ISPs.  This  investment of $203,984 is the major part of the increase noted in
Other Assets on the Statement of Cash Flows.

      On April 30, 1999 the Company  entered  into a  definitive  agreement to
acquire The Reddy Group, Inc. and subsidiary Cereus Bandwidth  ("Cereus"),  an
Internet  application  technology company  headquartered in Atlanta,  Georgia.
This  company has  developed  and  currently  markets a variety of new media (
Internet,  Intranet,  and  E-Commerce  ) products in  addition  to  high-speed
communications  capabilities.  The  acquisition of Cereus is expected to close
during the second quarter of 1999.

      On May 5, 1999 the Company entered into definitive agreements to acquire
Client Server Solutions,  Inc. ("CSS") of Atlanta, GA and Enterprise Solutions
Group,  Inc.  ("ESG") of West Palm  Beach,  FL.  These  organizations  provide
business solutions  software and consulting  services to clients with specific
focus on financial and human resource applications.  The market focus of these
organizations  in their Value  Added  Reseller's  ("VARs")  role is to provide
software to small to medium sized  companies  whose annual revenues range from
$50 million to $500 million. It is believed that these types of companies will
generate   recurring   revenues  from  their  hosting  services  and  software
maintenance they provide to customers.

      The definitive  agreements to acquire Cereus,  CSS and ESG provide for a
total purchase price of $9,300,000, of which $3,300,000 will be required to be
paid in cash.  On May 7, 1999,  the Company  commenced  a private  offering of
Common Stock at a price of $4.00 per share (the "Offering") seeking $2,080,000
of net proceeds in connection with the minimum  offering of 600,000 shares and
$5,320,000  in the case of the  maximum  offering  of  1,500,000  shares.  The
Offering, which is being extended only to accredited investors, will expire on
or before July 31, 1999 unless extended for up to an additional 45 days.


                                      9

<PAGE>

      If the Company  receives  less than  $3,320,000 of net proceeds from the
Offering,  it plans to use  $1,550,000  of the net proceeds to acquire ESG and
Cereus and to defer  acquisition of CSS until the necessary  additional  funds
can be raised. In the event the Company does not consummate the acquisition of
ESG,  Cereus  and/or CSS,  the Company  intends to use the net proceeds of the
Offering to finance the acquisition of other Internet  businesses and business
solution software service companies.  The Company believes that if the maximum
offering  is  completed  and  the  three  above-referenced   acquisitions  are
consummated,  it will possess sufficient funds to satisfy  anticipated capital
needs  through the end of the fourth  quarter of 1999.  To the extent that the
maximum  offering  is not  completed,  the  Company  may be  required to raise
additional  funds,  through  borrowings  or the sale of  additional  shares of
Common Stock or securities  convertible into Common Stock, prior to the end of
the  year in  order to meet  capital  needs.  Because  the  Company  is in the
formative  stages of pursuing  its  acquisition  strategy in the  Internet and
information  technology-related  industry,  it cannot at this time predict the
extent and timing of its future need for  additional  capital to meet  working
capital or capital expenditure requirements.


PART II.    OTHER INFORMATION

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.  The  Company  filed a Form 8-K on January 5, 1999
reporting  the issuance of 150,000  shares of Series A  Convertible  Preferred
Stock on December 30,1998. The Company also filed a Form 8-K on April 19, 1999
reporting the inclusion on March 22, 1999 of the Company's common stock on the
OTC Bulletin Board by the National Association of Securities Dealers, Inc. and
the delisting of the common stock from the Vancouver  Stock  Exchange on April
23, 1999.


                                      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.

May 14, 1999                    By: /s/PAUL R. ARENA
                                    ----------------
                                    Paul R. Arena
                                    Chairman of the Board,
                                    Chief Executive Officer
                                     and President

May 14, 1999                    By: /s/LEIGH S. ZOLOTO
                                    -------------------
                                    Leigh S. Zoloto
                                    Chief Financial Officer,
                                     Secretary and Treasurer