AIM GROUP INC
NT 10-K, 1997-03-31
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 12b-25

                                                      SEC File Number 33-82468


                          NOTIFICATION OF LATE FILING

  (Check One):
  [X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR

                         For Period Ended: 12/31/96

 | Nothing in this form shall be construed to imply that the Commission has  |
 | verified any information contained herein.                                |
 |

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

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

 PART I - REGISTRANT INFORMATION

 ----------------------------------------------------------------------------
 Full Name of Registrant:   AIM Group, Inc.
 ----------------------------------------------------------------------------
 Former Name if Applicable:
 ----------------------------------------------------------------------------
 Address of Principal Executive Office (Street and Number)
 2001 West Sample Road (Suite 300),Pompano Beach, Florida 33064
 ----------------------------------------------------------------------------
 City, State and Zip Code


 PART II - RULES 12b-25(b) AND (c)

If the  subject  report  could  not be filed  without  unreasonable  effort or
expense  and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)

       |       (a) The reasons  described in reasonable  detail in Part III of
  [X]  |       this form could not be eliminated without  unreasonable  effort
       |       or expense;
       |
       |       (b) The  subject  annual report on Form 10-KSB will be filed on
  [X]  |       or before the fifteenth  calendar day following the  prescribed
       |       due date; and
       |
  [ ]  |       (c) The  accountant's  statement or other  exhibit  required by
       |       Rule 12b-25(c) has been attached, if applicable.


<PAGE>

 PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-KSB could not be
filed within the prescribed time period.

     On March 27, 1997, shareholders of AIM Group, Inc. (the "Company") owning
2,200,200  shares of the Company's  common stock,  representing  55.28% of the
Company's  outstanding  shares of common stock,  delivered  signed copies of a
shareholders'  consent (the "Consents")  calling for changes in the members of
the Board of Directors of the Company, effective immediately.  Pursuant to the
Consents, Messrs. Paul R. Arena, James L. Austin, Dr. Audrey L. Braswell, Jr.,
Ernest W.  Purcell,  Joseph L.  Ranzini and Bernard R. Kossar were  elected to
serve as members of the Company's  Board of Directors  and Messrs.  D. Michael
Hartley and John W. Johnston were removed from the Board of Directors. Messrs.
Joseph L. Ranzini and Bernard R. Kossar were re-elected as directors.

     At a meeting of the newly-elected  Board of Directors of the Company held
following  delivery to the Company of the Consents on March 27, 1997,  Paul R.
Arena was appointed  Chairman of the Board and Chief Executive  Officer of the
Company,  replacing D. Michael  Hartley,  and Leigh Zoloto was appointed  Vice
President,   Acting  Secretary  and  Treasurer.   Messrs.  Iain  J.  Richmond,
President, and Shawn P. Durant, Vice President-  Administration and Secretary,
were placed on paid leave of absence from their positions, pending a review by
the Board of their status as  employees.  Mr. Arena was  appointed to serve as
Acting President.

     Because the newly-elected  directors and newly-appointed  officers of the
Company have not yet been able to review the  Company's  financial  statements
for the year ended  December 31, 1996 to be included,  and  disclosures  to be
made, in the Annual Report on Form 10-KSB, it will not be possible to file the
report by March 31, 1997.  A Current  Report on Form 8-K  reporting  the above
changes  in the  Company's  management  was filed by the  Company on March 28,
1997.
- ----------------------------------------------------------------------------


                                       2

<PAGE>

 PART IV - OTHER INFORMATION

 (1)  Name and  telephone  number  of  person  to  contact  in  regard to this
      notification.

     Paul R. Arena                      954             972-9339
  ------------------------------    -----------  -------------------------
           (Name)                   (Area Code)      (Telephone Number)

 (2)  Have all other  periodic  reports  required under Section 13 or 15(d) of
      the  Securities  Exchange  Act of 1934 or Section  30 of the  Investment
      Company Act of 1940 during the  preceding  12 months or for such shorter
      period that the  registrant  was  required to file such  report(s)  been
      filed? If the answer is no, identify report(s). [X] Yes [ ] No

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

 (3)  Is it anticipated  that any significant  change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the  earnings  statements  to be included  in the  subject  report or
      portion thereof?

      If so: attach an explanation of the anticipated change, both narratively
      and  quantitatively,  and,  if  appropriate,  state  the  reasons  why a
      reasonable estimate of the results cannot be made.

                                                      [ ] Yes [X] No

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

                                AIM GROUP, INC.
         ------------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

 has  caused  this  notification  to be signed  on  behalf by the  undersigned
 hereunto duly authorized.

Date:   March 31, 1997              By:  /s/PAUL R. ARENA
        --------------                   -------------------------
                                         Paul R. Arena
                                         Chairman of the Board and
                                         Chief Executive Officer


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