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, 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 July  22,1997  was
3,965,339

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


<PAGE>

                        AIM GROUP, INC.AND SUBSIDIARIES

<TABLE>
                                     INDEX

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

Item 1.    Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets -
            June 30, 1997 and December 31, 1996                            3

           Condensed Consolidated Statements of
            Operations  - Three Months and Six
            Months Ended June 30,1997 and 1996                             4

           Condensed Consolidated Statements of
            Cash Flows - Three Months and Six Months
            Ended June 30, 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 2.    Defaults Upon Senior Securities                                10

Item 3.    Other Information                                              10

Item 4.    Exhibits and Reports on Form 8-K                               10

SIGNATURES                                                                11
</TABLE>


                                       2
<PAGE>
Part 1. Financial Information

                       AIM Group, Inc. and Subsidiaries

<TABLE>
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                    June 30,    December 31,
                                                      1997         1996
                                                  -----------  -----------
<S>                                               <C>          <C>
ASSETS                                             (Unaudited)    (Note)
CURRENT ASSETS
  Cash                                            $    4,470   $   70,342
  Accounts receivable
    Trade                                            437,164      504,864
    Other                                                 -           564
  Inventories                                        176,121      160,770
  Prepaid expenses                                    18,063       18,529
                                                  -----------  -----------
          Total current assets                       635,818      755,069

PROPERTY, PLANT AND EQUIPMENT                        727,649      720,599
Less allowances for depreciation                    (198,999)    (163,540)
                                                  -----------  -----------
                                                     528,650      557,059

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

OTHER ASSETS                                          49,233       46,836
                                                  -----------  -----------
                                                  $5,214,074   $5,354,337
                                                  ===========  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                $  519,290   $  281,454
  Receivable financing liability                     290,076      324,293
  Current portion of long-term debt                   14,960       14,960
  Accrued expenses                                    43,483       96,111
                                                  -----------  -----------
         Total current liabilities                   867,809      716,818

LONG-TERM DEBT, less current portion                  68,634       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 June 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 June
   30, 1997.                                         (14,996)      (1,400)
  Accumulated  deficit                            (1,019,983)    (749,764)
                                                  -----------  -----------
                                                   3,227,631    3,511,446
                                                  -----------  -----------
                                                  $5,214,074   $5,354,337
                                                  ===========  ===========
<FN>
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.
</FN>
</TABLE>

See notes to condensed consolidated financial statements.


                                       3

<PAGE>


                       AIM Group, Inc. and Subsidiaries

<TABLE>
                            STATEMENT OF OPERATIONS
                                  (Unaudited)

                                           Three Months Ended          Six Months Ended
                                                 June 30                   June 30
                                        ------------------------  ------------------------
                                            1997         1996         1997         1996
                                        -----------  -----------  -----------  -----------
<S>                                     <C>          <C>          <C>          <C>
Net sales                               $  615,478   $  784,899   $1,187,570   $1,854,130
Costs and expenses
  Cost of products sold                    486,939      554,778      915,477    1,247,520
  Selling and administrative expenses      168,131      248,063      395,107      476,269
  Interest                                  48,861       36,002       98,643       99,093
  Depreciation and amortization             19,400       19,847       38,801       38,355
                                        -----------  -----------  -----------  -----------
                                           723,331      858,690    1,448,028    1,861,237
                                        -----------  -----------  -----------  -----------
Earnings (loss) before taxes              (107,853)     (73,791)    (260,458)      (7,107)

Income taxes                                    -            -            -            -
                                        -----------  -----------  -----------  -----------
Net earnings (loss)                     $ (107,853)  $  (73,791)  $ (260,458)  $   (7,107)
                                        ===========  ===========  ===========  ===========

Net earnings per share                  $   (0.027)  $   (0.019)  $   (0.066)  $   (0.002)
                                        ===========  ===========  ===========  ===========

Weighted average shares outstanding      3,964,052    3,980,053    3,971,408    3,962,471
                                        ===========  ===========  ===========  ===========
</TABLE>

See notes to condensed consolidated financial statements.


                                       4

<PAGE>

                       AIM Group, Inc. and Subsidiaries

<TABLE>
                            STATEMENT OF CASH FLOWS

<CAPTION>
                                           Three Months Ended         Six Months Ended
                                                 June 30                   June 30
                                        ------------------------  ------------------------
                                            1997         1996         1997         1996
                                        -----------  -----------  -----------  -----------
<S>                                     <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATIONS              $    8,902   $ (142,643)  $  (12,839)  $ (355,163)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment       (7,050)     (67,200)    (7,050)      (107,168)
  Increases in other assets and 
    resource property                            -      (36,038)    (4,327)       (78,121)
                                        -----------  -----------  -----------  -----------
       Net cash provided by investing
        activities                          (7,050)    (103,238)   (11,377)      (185,289)
                                        -----------  -----------  -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Receipt of proceeds from convertible
   note payable                                  -           -            -       300,000
  Net change in debt                       (37,539)      30,558      (41,656)      27,491
                                        -----------  -----------  -----------  -----------
       Net cash provided by financing
        activities                         (37,539)      30,558      (41,656)     327,491
                                        -----------  -----------  -----------  -----------

     NET INCREASE (DECREASE) IN CASH    $  (35,687)  $ (215,323)  $  (65,872)  $ (212,961)
                                        ===========  ===========  ===========  ===========
</TABLE>


See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                       AIM GROUP, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)

June 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 six months ended
June 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>
                                   June 30,           December 31,
                                    1997                 1996

<S>                                <C>                 <C>
Finished goods                     $  22,809           $  28,513
Raw materials                        102,065              76,421
Klannerite Ore                        48,645              48,645
Spare parts and supplies               2,602               7,191
                                   ---------           ---------

                                   $ 176,121           $ 160,770
                                   ---------           ---------
</TABLE>


                                      6

<PAGE>

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


RESULTS OF OPERATIONS

QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30,1996

     Net sales of AIM Group,  Inc. (the  "Company")  for the second quarter of
1997  amounted to $615,478,  a decrease of $169,421 from net sales of $784,899
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. Cost of products
sold  amounted to  $486,939  and  $554,778 in the second  quarters of 1997 and
1996,  respectively,  resulting in a gross margin of 21% in the second quarter
of 1997  compared  to a 29% gross  margin in the second  quarter of 1996.  The
reduction in the gross margin was primarily attributable to the decline in net
sales  and  competitive  pricing  pressures.   Subsequent  to  the  change  in
management of the Company  effective March 27, 1997, new management  continued
its 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 second  quarter  were
$168,131,  or 27% of net sales,  compared to $248,063, or 32% of net sales, in
the second  quarter  of 1996.  The  decrease  in  selling  and  administrative
expenses  is  attributable  to  new  management's  cost  containment   efforts
implemented  in April,  1997 and the  reduction  in net  sales in the  current
quarter.

     Interest expenses were $48,861, or 8% of net sales, in the second quarter
of 1997  compared to  $36,002,  or 5% of net sales,  in the second  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
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 current  quarter has resulted in cost  reductions for this
type of financing.

     Primarily  as a result of the above,  the Company  incurred a net loss of
$107,853,  or $.027 per share, in the quarter ended June 30, 1997, compared to
a net loss of $73,791, or $.019 per share, in the quarter ended June 30, 1996.


                                       7

<PAGE>

     The net loss in the quarter ended June 30, 1997 compares  favorably  with
the net loss of $152,605,  or $.038 per share,  in the quarter ended March 31,
1997 and  reflects  the  commencement  of new  management's  cost  containment
efforts in April, 1997.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

     Net sales of the company for the six months ended June 30, 1997  amounted
to  $1,187,570,  a decrease of $666,560  from the net sales of $ 1,854,130 for
the six months ended June 30,  1996.  The majority of the decline was due to a
decline in a major customer's  product line. Cost of products sold amounted to
$915,477  and  $1,247,520  for the six  months  ended  June 30,  1997 and 1996
respectively  resulting  in a gross  margin of 23% for the first six months of
1997 compared to 33% for the comparable period in 1996. The reduction in gross
margin is primarily attributable to the overall decline in net sales.

     Selling and  administrative  expenses  for the six months  ended June 30,
1997 were $395,107,  or 33% of net sales,  compared to $476,269, or 26% of net
sales,  in the six months ended June 30, 1996. The increase in the 1997 period
is the result of additional sales personnel  expense added to the company late
in the second quarter of 1996 and in the third quarter of 1996.

     Interest  expenses  were $98,643,  or 8% of net sales,  in the six months
ended June 30, 1997 compared to $99,093, or 5% of net sales for the comparable
period in 1996. The increase in interest  expense as a percent of net sales is
largely  attributable  to the increase in the interest rate of 3.5% to 10% for
the  Series  A  convertible  notes  and  the  Company's  increased  use of the
factoring of receivables to provide working capital.

     Primarily  as a result of the above,  the Company  incurred a net loss of
$260,458,  or $.066 per share, in the six months ended June 30, 1997, compared
to a net loss of $7,107,  or $.002 per share, in the six months ended June 30,
1996.


                                       8

<PAGE>

LIQUIDITY AND SOURCES OF CAPITAL

     The Company  incurred a negative cash flow from  operations of $35,687 in
the second quarter of 1997,  compared to a negative cash flow from  operations
of $215,323  in the second  quarter of 1996.  As a percent of sales,  negative
cash flow improved to 6% in the current quarter compared to 27% for the second
quarter  of 1996.  As of June 30,  1997,  the  Company  had a working  capital
deficit of $231,991.

     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 has been approved for a seven year,
$200,000 loan with a 6% interest rate from a local  development fund for plant
improvements and working capital purposes. Management expects to close on this
loan in July, 1997


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


PART II.  OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

     Two legal  actions that were  initiated  during the first quarter of 1997
were dismissed in the second quarter.  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.


                                       9

<PAGE>

Item 2.  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  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.  During the second quarter of 1997,
a new investor  replaced  the third  holder that owns the  $300,000  principal
balance of the Notes and agreed to such amended  terms.  The amended  terms of
the Notes were accepted by the Vancouver Stock Exchange on June 18, 1997.


Item 3.  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.


Item 4.  EXHIBITS AND REPORTS ON FORM 8-K

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

<TABLE>
<CAPTION>
         EXHIBIT NO.               DOCUMENT
<S>                                <C>
            27                     Financial Data Schedule
</TABLE>


(b) REPORTS ON FORM 8-K.  There were no Forms 8-K filed by the Company  during
the second quarter ended June 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.

Aug 8, 1997                    By: /s/PAUL R. ARENA
                                    ----------------
                                    Paul R. Arena
                                    Chairman of the Board,
                                    Chief Executive Officer
                                     and President


Aug 8, 1997                    By: /s/ LEIGH S. ZOLOTO
                                    -------------------
                                    Leigh S. Zoloto
                                    Chief Financial Officer,
                                     Secretary and Treasurer