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 June 30, 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 August 9, 1999 was
3,002,637.

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 -
                    June 30, 1999 and December 31, 1998                   3

                  Condensed Consolidated Statements of
                    Operations - Three Months and Six
                    Months Ended June 30,1999 and 1998                    4

                  Condensed Consolidated Statements of
                    Cash Flows - Three Months and Six
                    Months Ended June 30, 1999 and 1998                   5


                  Notes to Condensed Consolidated
                    Financial Statements                                  6


Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                         7-11

PART II.          OTHER INFORMATION


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


Signatures                                                               12


                                      2

<PAGE>

PART 1.     FINANCIAL INFORMATION

                       AIM GROUP, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       June 30,        December 31,
                                                                         1999              1998
                                                                     -------------    -------------
<S>                                                                  <C>              <C>
ASSETS                                                               (Unaudited)        (Auditied)
CURRENT ASSETS
  Cash                                                               $    52,465      $   324,841
  Accounts receivable
    Trade                                                                 99,553           67,473
  Inventories                                                            115,634          135,198
  Prepaid expenses                                                         3,820            7,752
                                                                     ------------     ------------
      Total current assets                                               271,472          535,264

PROPERTY, PLANT AND EQUIPMENT                                            884,591          877,830
Less Accumulated Depreciation                                           (322,630)        (293,740)
                                                                     ------------     ------------
Net Property Plant and Equipment                                         561,961          584,090

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

OTHER ASSETS                                                             265,183           29,917
                                                                     ------------     ------------
TOTAL ASSETS                                                         $ 5,109,614      $ 5,154,644
                                                                     ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
  Accounts payable                                                   $   695,091      $   621,511
  Note Payable                                                           285,000          150,000
  Current portion of long-term debt                                       27,710           34,277
  Accrued expenses                                                        34,380           73,048
                                                                     ------------     ------------
      Total current liabilities                                        1,042,181          878,836

LONG-TERM DEBT, less current maturities                                  165,425          179,207

    CONVERTIBLE NOTES PAYABLE                                            600,000        1,050,000

      STOCKHOLDERS' EQUITY
Preferred Stock;$1 par value; 1,000,000 shares authorized;
150,000 issued and outstanding                                           150,000          150,000
Common stock;$.01 par value; 12,000,000 shares authorized;
1,610,970 and 1,330,018 shares issued and outstanding                     16,110           13,300
at June 30, 1999 and December 31, 1998
Additional paid in capital                                             5,195,702        4,544,810
Common stock held in treasury - 3,150 shares at cost                      (9,876)          (9,876)
Retained Earnings (deficit)                                           (2,049,928)      (1,651,633)
                                                                     ------------     ------------
TOTAL STOCKHOLDERS' EQUITY                                             3,302,008        3,046,601
                                                                     ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 5,109,614      $ 5,154,644
                                                                     ============     ============
</TABLE>


                                      3

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

                            STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended                 Six Months Ended
                                                         June 30,                          June 30,
                                                    ------------------                ------------------
                                                   1999            1998              1999            1998
                                                   ----            ----              ----            ----
<S>                                           <C>              <C>              <C>              <C>
Net sales                                     $   697,355      $   548,422      $ 1,187,681      $ 1,326,611
Costs and expenses
  Cost of products sold                           486,690          417,763          846,264          964,118
  Selling and administrative expenses             239,311          147,247          616,934          270,602
  Interest                                         45,742           51,184           90,160          105,873
  Depreciation and amortization                    14,450           19,401           32,617           38,801
                                              ------------     ------------     ------------     ------------
                                                  786,193          635,595        1,585,975        1,379,394
                                              ------------     ------------     ------------     ------------
    Loss before taxes                         $   (88,838)     $   (87,173)     $  (398,294)     $   (52,783)

Income taxes                                            0                0                0                0
                                              ------------     ------------     ------------     ------------
Net loss                                      $   (88,838)     $   (87,173)     $  (398,294)     $   (52,783)
                                              ============     ============     ============     ============

Net loss per share                            $    (0.061)     $    (0.066)     $    (0.284)     $   (0.040)
                                              ============     ============     ============     ============

  Weighted average shares outstanding           1,446,135        1,323,702        1,404,603        1,323,702
                                              ============     ============     ============     ============
</TABLE>

** Shares and earnings per share shown are adjusted for one for three  reverse
stock split effective on August 21, 1998.


                                      4

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

                            STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                 Six Months Ended
                                                               June 30,                          June 30,
                                                          ------------------                ------------------
                                                         1999            1998              1999            1998
                                                         ----            ----              ----            ----
<S>                                                 <C>              <C>              <C>              <C>
CASH FLOWS (DEFICIT) FROM OPERATIONS                $   (20,991)     $   (94,857)     $  (145,942)     $   (47,472)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                      (4,430)         (47,316)          (6,761)         (72,210)
Increases in other assets and resource property         (22,372)         (34,192)        (240,891)         (48,687)
                                                    ------------     ------------     ------------     ------------
    Net cash used by investing activities               (26,802)         (81,508)        (247,652)        (120,897)
                                                    ------------     ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net Change in Debt                                       26,393          184,714          121,218          196,842
                                                    ------------     ------------     ------------     ------------
    Net cash provided by financing activities            26,393          184,714          121,218          196,842
                                                    ------------     ------------     ------------     ------------

    NET INCREASE (DECREASE) IN CASH                 $    20,582      $     8,349      $  (272,376)     $    28,473
                                                    ============     ============     ============     ============
</TABLE>


                                      5

<PAGE>

                       AIM GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)-June 30, 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 and six
months ended June 30, 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 year ended December 31, 1998.

NOTE B - INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                        June 30,        December 31,
                                         1999              1998
                                       --------          --------
<S>                                    <C>               <C>
Finished goods                         $ 34,188          $ 30,909
Raw materials                            24,109            47,134
Klannerite ore                           48,645            48,645
Spare parts and supplies                  8,692             8,510
                                       --------          --------
Total                                  $115,634          $135,198
                                       ========          ========
</TABLE>


                                      6

<PAGE>


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

RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30,1998

      Net sales of AIM Group,  Inc. (the  "Company") for the second quarter of
1999 amounted to $697,355,  an increase of $148,933 over net sales of $548,422
in the  prior  year's  comparable  quarter.  The  increase  in net  sales  was
primarily  attributable to an increase in demand for the surface  treatment of
fire  retardant  materials.  Cost of products  sold  amounted to $486,690  and
$417,763 in the second quarters of 1999 and 1998, respectively, resulting in a
gross  margin of 30% in the  second  quarter of 1999  compared  to a 24% gross
margin in the second  quarter of 1998.  The  increase in the gross  margin was
primarily  attributable  to greater cost  efficiencies  achieved at the higher
sales volume achieved during the second quarter.

      Selling and  administrative  expenses  during the second quarter of 1999
were $239,311, or 34% of net sales, compared to $147,247, or 27% of net sales,
in the second  quarter of 1998.  This increase of $92,064 was primarily due to
expenses  incurred in the  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.  Some of these
expenses included personnel costs for the Chief Operating Officer hired during
the first quarter of 1999, travel, and relocation  expenses in connection with
the move of the corporate offices to Atlanta, GA during the second quarter.

      Interest  expenses  were  $45,742,  or 7% of net  sales,  in the  second
quarter of 1999 compared to $51,184, or 9% of net sales, in the second quarter
of 1998. The small amount  decrease in interest  expenses was  attributable to
less financing  required on accounts  receivable  during the second quarter of
1999.

      Primarily as a result of the above,  the Company  incurred a net loss of
$88,838, or $.061 per share, in the quarter ended June 30, 1999, compared to a
net loss of $87,173, or $.066 per share, in the quarter ended June 30, 1998.

      The net loss in the  quarter  ended June 30,  1999 of  $88,838  compares
favorably  with the net loss of $309,456,  or $.222 per share,  in the quarter


                                      7

<PAGE>

ended March 31, 1999. The primary reasons for the performance  improvement was
a $207,029  increase in sales from  $490,326  in the first  quarter of 1999 to
$697,355  in the  second  quarter  of 1999 and the  recognition  in the  first
quarter of 1999 of $200,000 in stock option expenses  related to the hiring of
the Company's Chief Operating Officer.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

      Net sales of the Company for the six months ended June 30, 1999 amounted
to $1,187,681, a decrease of $138,930 from the net sales of $1,326,611 for the
six months  ended June 30,  1998.  The  majority of the  decrease was due to a
decline in demand for surface treatment of fire retardant materials during the
first quarter of 1999. Cost of products sold amounted to $846,264 and $964,118
for the six months ended June 30, 1999 and 1998, respectively,  resulting in a
gross  margin of 29% for the first six months of 1999  compared to 27% for the
comparable  period  in  1998.  The  increase  in  gross  margin  is  primarily
attributable  to a decline  in  certain  major  material  costs used in a main
product line along with production cost efficiencies.

      Selling and  administrative  expenses  for the six months ended June 30,
1999 were $616,934,  or 52% of net sales,  compared to $270,602, or 20% of net
sales,  in the six months  ended June 30, 1998.  The $346,332  increase in the
1999  period  is  primarily  due to major  expenses  related  to the  proposed
acquisition  of  three  companies  in the  technology  industry.  Two of these
acquisitions  were  consummated on July 30, 1999 as discussed  below.  Of this
increase,   $200,000  was  attributable  to  the  stock  compensation  expense
recognized  in the first  quarter of 1999 for the  Company's  Chief  Operating
Officer.  Other  acquisition  related  expenses  contributing to this increase
include travel and corporate office relocation to Atlanta, GA.

      Interest  expenses were $90,160,  or 8% of net sales,  in the six months
ended  June  30,  1999  compared  to  $105,873,  or 8% of net  sales,  for the
comparable  period in 1998.  While interest  expense was relatively  flat, the
Company did reduce some of its higher receivable financing costs.

      Primarily as a result of the above,  the Company  incurred a net loss of
$398,294,  or $.284 per share, in the six months ended June 30, 1999, compared
to a net loss of $52,783,  or $.04 per share, in the six months ended June 30,
1998.


                                      8

<PAGE>

LIQUIDITY AND SOURCES OF CAPITAL

      The Company had a positive  cash flow from  operations of $20,991 in the
second  quarter of 1999,  compared to a negative cash flow from  operations of
$94,857 in the second  quarter of 1998.  As a percent of sales,  positive cash
flow was 3% in the current  quarter  compared to a negative 17% for the second
quarter of 1998.  The positive cash flow for the current  period was primarily
attributable to  improvements in sales and customer  collections and increases
in short term  liabilities.  As of June 30,  1999,  the  Company had a working
capital deficit of $770,709.

      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 May 7, 1999 the  Company  commenced  a  private  offering  of a minimum  of
600,000 shares and a maximum of 1,500,000 shares of common stock at a price of
$4.00 per share.  On July 30, 1999,  the Company  consummated  its sale of the
minimum amount of the offering for total proceeds of $2,400,000. Giving effect
to the placement agent's 8% selling commission and 2% non-accountable  expense
allowance paid by the Company, the Company received net proceeds of $2,160,000
in connection  with the sale of the minimum number of shares on July 30, 1999.
The private offering will continue until the earlier of the termination of the
offering or the sale of the 1,500,000 maximum number of shares.

On June 7, 1999 the  Company  borrowed  $25,000  from Mr.  Ernest  Purcell,  a
Company director, and issued to him a promissory note in that principal amount
bearing a total interest  amount of $750 and maturing 30 days after  issuance.
Upon  maturity  of the note,  Mr.  Purcell  directed  the Company to apply the
principal  payment  to the  purchase  of  6,250  shares  of  common  stock  in
connection with the above-referenced private offering.


                                      9

<PAGE>

During the second quarter of 1999, each of the three  convertible note holders
exercised  an  option to  convert  some of their  notes to  common  stock at a
conversion price of $2.10 per share. On May 18,1999, Northern Federal Minerals
LLC converted  $150,000 principal amount of its note to stock resulting in the
issuance  by the  Company  of 71,429  common  shares  and a  reduction  in the
convertible note due from $450,000 to $300,000.  On June 21, 1999, Mr. Bernard
Kossar  converted  $150,000 of his note to stock  resulting in the issuance by
the Company of 71,429 common shares and a reduction in this  convertible  note
due from  $300,000 to  $150,000.  On June 22,  1999,  Dr.  Audrey L.  Braswell
converted  $150,000  of his note to stock  resulting  in the  issuance  by the
Company of 71,429 common shares and a reduction in this  convertible  note due
from $300,000 to $150,000.  The cumulative effect of these transactions was to
reduce the convertible notes due from $1,050,000 to $600,000.

On July 30, 1999 AIM Solutions, Inc., a wholly-owned subsidiary of the Company
acquired  100% of the  issued  and  outstanding  capital  stock of  Enterprise
Solutions Group,  Inc., a Florida  corporation,  for a total purchase price of
$1,950,000,  consisting  of the payment of  $550,000  in cash at closing,  the
issuance of a promissory  note in the amount of $250,000  which bears interest
at 3% per annum and the  issuance of 383,333  shares of the  Company's  common
stock, par value $.01 per share, based on a $3.00 share price, with 191,666 of
those shares being held in escrow and  distributed on the following  schedule:
50% on July 30, 2000 and 50% on July 30, 2001.

On July 30, 1999, American Internet Media, Inc., a wholly- owned subsidiary of
the Company,  acquired 100% of the issued and outstanding capital stock of The
Reddy Group,  Inc., a Georgia  corporation and owner of 100% of the membership
interests of Cereus Bandwith, L.L.C., a Georgia limited liability company. The
total purchase price was $2,000,000 consisting of the payment of $1,000,000 in
cash at closing and the issuance of 333,333 shares of common stock, based on a
$3.00 share price,  with such shares being held in escrow and  distributed  on
the following schedule: 50% on July 30, 2000 and 50% on July 30, 2001.


                                      10

<PAGE>

Cash paid by the Company in  connection  with the two  acquisitions  mentioned
above was raised in the consummation on July 30, 1999 of the minimum amount of
the Company's private offering of common stock discussed above.

The Company is continuing its efforts to acquire Client Server Solutions, Inc.
of Atlanta,  GA with whom it entered  into a  definitive  agreement  on May 5,
1999.  The agreement  calls for a purchase price of $5,350,000 to be comprised
of $1,750,000 in cash,  and 1,033,333  shares of common stock and a promissory
note in the amount of  $500,000  bearing  interest at 3% per annum and payable
50% in 12  months  and the  remaining  balance  in 24  months.  Cash  for this
acquisition  is  planned to be raised in the  Company's  private  offering  of
common stock.


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.  On April 19,  1999 the  Company  filed a Form 8-K
      reporting the  Company's  delisting of its common stock on the Vancouver
      Stock  Exchange on April 13, 1999, and the inclusion of its common stock
      on the OTC Bulletin  Board on March 22, 1999.  The Company  filed a Form
      8-K  on  August  10,  1999  reporting  the  acquisitions  of  Enterprise
      Solutions  Group,  Inc.  and  the  Reddy  Group,   Inc.   including  its
      subsidiary, Cereus Bandwith L.L.C. on July 30, 1999.


                                      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.

Aug 11, 1999                    By: /s/PAUL R. ARENA
                                    ----------------
                                    Paul R. Arena
                                    Chairman of the Board,
                                    Chief Executive Officer
                                     and President


Aug 11, 1999                    By: /s/LEIGH S. ZOLOTO
                                    ------------------
                                    Leigh S. Zoloto
                                    Chief Financial Officer,
                                     Secretary and Treasurer