10QSB 1 aims906qsb.htm SEPTEMBER 30, 2006 10-QSB September 30, 2006 10-QSB




 

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

 


(Mark One)


S   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006


£   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________ to _____________


Commission file number  333-86711


AIMS™ WORLDWIDE, INC.

(Exact name of small business issuer as specified in its charter)


NEVADA

87-0567854

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


10400 EATON PLACE, #203, FAIRFAX, VA 22030

(Address of principal executive offices)


703-621-3875, x2254

(Issuer’s telephone number, including area code)


_____________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                  Yes S      No £  


Indicate by check mark whether the registrant is a shell company (as defined in Rule 13b-2 of the Exchange Act). Yes £    No S


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.          Yes £      No £  


APPLICABLE ONLY TO CORPORATE ISSUES


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 37,953,740, AS OF SEPTEMBER 30, 2006


Transitional Small Business Disclosure Format (Check one):  Yes £     No S


SEC2334(9-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number




FORM 10-QSB

AIMS™ WORLDWIDE, INC.



 

 

INDEX

Page

 

 

PART I.  Financial Information

3

 

 

Item 1.  Consolidated Financial Statements

3

 

 

Condensed, Consolidated Balance Sheet at September 30, 2006 (Unaudited)

3

 

 

Condensed, Consolidated Statements of Operations for the three months ended

 

September 30, 2006 and 2005 (Unaudited)

5

 

 

Condensed, Consolidated Statements of Operations for the nine months ended

 

September 30, 2006 and 2005 (Unaudited)

6

 

 

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit

 

– From January 1, 2006 through September 30, 2006 (Unaudited)

7

 

 

Condensed, Consolidated Statements of Cash Flows for the nine months ended

 

September 30, 2006 and 2005 (Unaudited)

8

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

9

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

Item 3.  Controls and Procedures

16

 

 

PART II.  Other Information

16


Item 1.  Legal Proceedings

 

16


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


17

 

 

Item 6.  Exhibits

18

 

 

Signatures

19


       (Inapplicable items have been omitted)



2




PART I - Financial Information


ITEM 1.  Financial Statements (unaudited)


The accompanying balance sheet of AIMS™ Worldwide, Inc. at September 30, 2006, and the related statements of operations, shareholders deficit and cash flows, for the three and nine months ended September 30, 2006 and 2005 have been prepared by our management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.


Operating results for the three and nine months ended September 30, 2006, are not necessarily indicative of the results that can be expected for the year ending December 31, 2006.




AIMS Worldwide, Inc.

Condensed, Consolidated Balance Sheet

September 30, 2006

(unaudited)


Assets

Current assets:

 

 

    Cash

$

146,112

    Accounts receivable, net

 

1,022,891

    Supplies inventory

 

1,626

    Prepaid expense

 

20,710

Total current assets

 

1,191,339

 

 

 

Property and equipment:

 

 

    At cost, net of accumulated depreciation of $67,978

 

240,826

 

 

 

Other assets:

 

 

    Deposit on acquisition target

 

285,000

    Equity investments

 

631,185

    Goodwill

 

606,548

    Prepaid offering costs

 

158,000

    Intangible assets, net of amortization of $81,366

 

142,834

 

 

 

Total assets

$

3,255,732



See accompanying notes to condensed, consolidated financial statements



3




AIMS Worldwide, Inc.

Condensed, Consolidated Balance Sheet (continued)

September 30, 2006

(unaudited)


Liabilities and Stockholders’ Deficit


Current liabilities:

 

    Accounts payable

 $                 245,103

    Accounts payable - related parties

 122,118

    Accrued expense

  6,391

    Deferred revenue

-

    Current portion of long term note payable

 100,000

    Notes payable

 1,212,492

    Notes payable - related parties

 975,971

    Accrued interest payable

 772,853

    Accrued interest payable - related parties

 739,934

Total current liabilities

 4,174,862

 

 

    Deferred income tax

 161,762

Total liabilities

 4,336,624

 

 

Stockholders' deficit

 

   Preferred stock, $.001 par value, 10,000,000 shares

 

      authorized, no shares issued and outstanding

-

    Common stock, $.001 par value, 100,000,000 shares authorized

        37,953,740 shares issued and 36,025,962 outstanding

37,954

    Additional paid-in capital

 7,943,928

    Shares issued as advance on acquisitions

 (1,735,000)

    Stock subscription receivable

  (353,000)

    Deficit retained

  (6,974,774)

Total stockholders' deficit

  (1,080,892)

 

 

Total liabilities and stockholders' deficit

 $            3,255,732


See accompanying notes to condensed, consolidated financial statements



4




AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Operations

(unaudited)


 

 

 

 

Three Months Ended

 

 

 

 

September 30,

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

      Related parties

 $                  -

 

 $                  -

      Others

614,737

 

211,062

 

 

 

 

614,737

 

211,062

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 Cost of sales

119,802

 

  93,601

 

General and administrative expenses

855,105

 

516,148

 

General and administrative expenses - related parties

  33,172

 

100,423

 

 

 

 

1,008,079

 

710,172

 

 

 

 

 

 

 

 

 

 

Operating loss

 (393,342)

 

  (499,110)

 

 

 

 

 

 

 

Gain from sale of equity investment

-

 

-

Interest expense, net

(31,549)

 

 (39,643)

Interest Expense, net - related parties

(27,546)

 

 (27,526)

Earnings from equity investments

  82,858

 

  30,135

 

 

 

 

 

 

 

 

 

 

Income (Loss) before provision for income taxes

 (369,579)

 

  (536,144)

 

 

 

 

 

 

 

Income taxes

-

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 $   (369,579)

 

 $   (536,144)

 

 

 

 

 

 

 

Basic and diluted loss per share

 $         (0.01)

 

 $         (0.02)

   

 

 

 

 

 

 

Weighted average number of

 

 

 

   shares  outstanding

 36,215,444

 

 28,139,868


See accompanying notes to condensed, consolidated financial statements




5




AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Operations

 (unaudited)


 

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

 

 

2006

 

2005

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

      Related parties

 

 $                     -

 

 $                   -

      Others

 

1,372,312

 

624,269

 

 

 

 

 

 1,372,312

 

624,269

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 Cost of sales

 

318,589

 

278,909

 

General and administrative expenses

 

2,057,359

 

1,642,891

 

General and administrative expenses - related parties

 

  98,841

 

349,530

 

 

 

 

 

2,474,789

 

2,271,330

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 (1,102,477)

 

  (1,647,061)

 

 

 

 

 

 

 

 

Gain from sale of equity investment

 

  34,497

 

-

Interest Expense, net

 

(95,328)

 

 (97,578)

Interest Expense, net - related parties

 

(82,638)

 

 (82,578)

Earnings from equity investments.

 

149,510

 

  85,240

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 (1,096,436)

 

  (1,741,977)

 

 

 

 

 

 

 

 

Income taxes

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 $          (1,096,436)

 

 $        (1,741,977)

 

 

 

 

 

 

 

 

Basic and diluted  loss per share

 

 $                   (0.03)

 

 $                 (0.07)

   

 

 

 

 

 

 

 

Weighted Average number of

 

 

 

 

   Shares Outstanding

 

 34,044,635

 

 26,036,993


See accompanying notes to condensed, consolidated financial statements



6




AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit

(unaudited)


 

 

 

Additional

Stock

Stock

 

 

 

Common Stock

Paid-in

Held In

Subscription

Accumulated

 

 

Shares

Amount

Capital

Escrow

Receivable

Deficit

Total

 

 

 

 

 

 

 

 

Balance, January 1, 2006

31,857,931

 $ 31,858

$ 4,678,554

 $               -

 $ (403,750)

 $(5,878,338)

$(1,571,676)

 

 

 

 

 

 

 

 

Common stock issued for cash,

 

 

 

 

 

 

 

     less offering costs of $19,772

 1,980,714

1,981

 630,621

  -

(60,000)

  -

  572,602

 

 

 

 

 

 

 

 

Common stock and attached warrants

 

 

 

 

 

 

 

      issued for cash…

2,000,000

2,000

 498,000

  -

  -

  -

  500,000

 

 

 

 

 

 

 

 

Common stock issued for services

295,803

296

315,004

  -

  -

  -

  315,300

 

 

 

 

 

 

 

 

Common stock repurchased for cash

(108,486)

(108)

(69,324)

  -

  -

  -

(69,432)

 

 

 

 

 

 

 

 

Common stock issued to

 

 

 

 

 

 

 

     advance acquisitions

1,927,778

1,928

1,733,072

(1,735,000)

  -

  -

  -

 

 

 

 

 

 

 

 

Warrants for common stock

      issued in anticipation of

 

 

 

 

 

 

 

      common stock issue

 -

  -

 158,000

  -

  -

  -

  158,000

 

 

 

 

 

 

 

 

Common stock subscriptions

      paid

 -

  -

 -

  -

  110,750

  -

  110,750

 

 

 

 

 

 

 

 

Loss for period

 -

  -

 -

  -

  -

 (1,096,436)

 (1,096,436)

 

 

 

 

 

 

 

 

Balance, September 30, 2006

37,953,740

 $ 37,954

 $7,943,928

$(1,735,000)

$ (353,000)

$(6,974,774)

$(1,080,892)


See accompanying notes to condensed, consolidated financial statements



7




AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Cash Flows

(unaudited)


 

Nine Months Ended

 

September 30,

 

2006

 

2005

Cash flows from operating activities:

 

 

 

  Net loss

$       (1,096,436)

 

$       (1,741,977)

  Adjustments to reconcile net loss to net

 

 

 

   cash used in operating activities:

 

 

 

     Depreciation and amortization

67,831

 

48,927

     Income from equity investments

(184,007)

 

(85,240)

     Stock issued to employees and others for services

315,300

 

491,469

 

(897,312)

 

(1,286,821)

Changes in current assets and liabilities:

 

 

 

     Accounts receivable and other current assets

 (261,620)

 

 (46,892)

     Accounts payable and other current liabilities

   62,034

 

     (17,041)

Net cash used in operating activities

 (1,096,898)

 

 (1,350,754)

 

 

 

 

Cash flows from investing activities:

 

 

 

  Purchase of equipment

(29,612)

 

   -

  Deposit on acquisition

   (35,000)

 

 (50,000)

  Distributions from equity investments

258,668

 

     22,500

  Investment in subsidiaries and equity investments

     (90,000)

 

   (185,000)

Net cash used in investing activities

     104,056

 

   (212,500)

 

 

 

 

Cash flows from financing activities:

 

 

 

  Proceeds from sale of common stock

  835,000

 

1,371,250

  Offering costs for sale of common stock

  (19,772)

 

  -

  Proceeds from investor deposit

  110,750

 

  -

  Repurchase of common stock

  (69,432)

 

-

  Repayments of notes payable

 (158)

 

  (50,000)

Net cash provided by (used in) financing activities

856,388

 

1,321,250

 

 

 

 

Net decrease in cash

(136,454)

 

(242,004)

 

 

 

 

Cash, beginning of period

282,566

 

923,518

Cash, end of period

 $         146,112

 

 $         681,514

 

 

 

 

Cash paid during the period for:

 

 

 

  Interest

 $                     -

 

 $                    -

  Income Taxes

 $                     -

 

 $                    -

 

 

 

 

Non-cash investing and financing activities

 

 

 

  Warrant issued to pay offering costs

 $         158,000

 

 $                    -

  Stock issued to acquire PTB

 $                    -

 

 $        971,500

  Stock issued to settle debt

 $                    -

 

 $          82,500

  Stock issued to settle debt - related parties

 $                    -

 

$     1,173,955


See accompanying notes to condensed, consolidated financial statements



8




AIMS™ WORLDWIDE, INC.

Notes to Condensed, Consolidated Financial Statements

(Unaudited)


NOTE A:  BASIS OF PRESENTATION


The consolidated interim financial statements presented herein are unaudited and have been prepared by management in accordance with the accounting policies in its audited financial statements for the period ended December 31, 2005, as filed in its annual report on Form 10-KSB filed April 14, 2006, and should be read in conjunction with the notes thereto.


In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.


The accompanying statements of operations and cash flows reflect the three and nine month periods ended September 30, 2006.  The comparative figures for the three and nine month periods ended September 30, 2005, have been included in the accompanying statements of operations and cash flows for comparison on an unaudited basis.


NOTE B:  ACQUISITION OF SUBSIDIARIES


As part of its corporate development core competency acquisition strategy, AIMS™ Worldwide, Inc., owns the following subsidiaries:  Harrell, Woodcock, and Linkletter, Inc., AIMS Interactive, Inc. (including Prime Time Broadband, Inc.), and ATB Media, Inc.  A discussion of the terms and conditions of the purchases is included as part of the Management Discussion and Analysis which follows on page 11.


As of September 30, 2006, the Company was anticipating closing at least two acquisitions, and possibly three, in the fourth quarter.  The Company had presented Stock Purchase Agreements to IKON Holdings, Inc., of Washington D.C., and Target America, Inc. of Fairfax, VA. In addition, the Company had presented a Stock Purchase Agreement to a New York City-based public relations firm. The Company anticipated purchasing 100% of Target America for cash and stock and 55% controlling interest in IKON Holdings, Inc., for cash and stock. A similar offer of cash and stock for 100% of the company was included in the SPA for the NYC-based public relations firm.


In conjunction with the proposed IKON acquisition, the Company expects to pay $2,970,000 to acquire the 55% controlling interest in the form of $500,000 in cash, $985,000 in a note payable and the remainder of $1,485,000 in 1,650,000 shares of common stock.  The note and common stock have been issued and placed in escrow pending completion of due diligence and final agreements.  A nonrefundable deposit of $100,000 has been paid to IKON that will be deducted when the sale is closed.


In conjunction with the proposed Target America acquisition, the Company expects to pay $2,000,000 to acquire the 100% controlling interest in the form of $550,000 in cash, $1,200,000 in a note payable and the remainder of $250,000 in 277,778 shares of common stock.  The note and common stock have been issued and placed in escrow pending completion of due diligence and final agreements.  A nonrefundable deposit of $150,000 has been paid to Target America that will be deducted when the sale is closed.


The Company also had received and accepted a term sheet from Liberty Investment and Trust Fund LP with regard to providing corporate finance for the cash portion of cash and stock required to close the stock purchase agreement for the aforementioned three acquisitions.  However, the Company subsequently terminated this potential financing arrangement.


On October 26, 2006, the Company acquired 100% of the outstanding common stock of Streetfighter Marketing, Inc. (an Ohio Corporation) in exchange for 722,222 shares of our own restricted common stock.  The transaction will be recorded as a purchase and include operations of this company in consolidated financial statements from the date of acquisition.


NOTE C:  INCOME TAXES


The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred net operating losses during the periods shown on the condensed consolidated financial statements resulting in a deferred tax asset, which was fully allowed for, therefore the net benefit and expense result in $-0- income taxes.



9




NOTE D:  EQUITY TRANSACTIONS


During the first quarter of this year, we issued 1,100,000 shares of common stock to six shareholders for a total proceeds of $440,000 and paid $9,023 in offering costs.  Also, we received $39,750 in payment on stock subscriptions.  In addition we paid 54,000 shares of common stock for services valued at $26,117.  Shares issued for services were valued by the board of directors in relation to prices the company receives for direct sales of stock by the company.  The price of shares sold for cash were negotiated with the unrelated investors.


During the second quarter of this year, we issued 710,714 shares of common stock to five shareholders for a total price of $275,000, paid $10,555 in offering costs and obtained subscriptions for an additional 1,125,000 shares of common stock for a total price of $450,000.  Also, we received $24,000 in payments on previous stock subscriptions.  In addition we paid 88,000 shares of common stock for services valued at $60,639.  Shares issued for services were valued based on the quoted market price of the stock.  The price of shares sold for cash were negotiated with the unrelated investors.


Effective May 1, 2006, we issued a warrant to purchase 500,000 shares of our common stock in conjunction a proposed private sale of common stock.  The warrant has a term of five years and an exercise price of $1.75 per share.  The quoted market price of the stock on May 1, 2006 was $0.64 per share.  The Company determined the value of the issued warrant to be $0.316 per share, or $158,000, in accordance with SFAS 123(R).  The value of the warrant was recorded as prepaid offering cost and an increase to paid-in capital.  Upon completion of the private equity offering, the prepaid offering cost will be charged to paid-in capital.  If the offering is not completed the prepaid offering costs will be charged to operations.


The fair value of the warrant was estimated at the date of issue using the Black-Scholes option-pricing model with the following assumptions:


 

 

Risk-free interest rate

3.50%

Dividend yield

0.00%

Volatility factor

110.00%

Weighted average expected life

3 years


During the third quarter of this year, we issued 2,000,000 shares of common stock and a warrant to purchase another  1,000,000 shares of common stock to a shareholder for a total price of $500,000.  The warrant carries an exercise price of $0.41 per share and is available for up to five years.  The Company also has an option to repurchase some or all of these shares from this investor after twelve months at a price of $0.50 per share.  


Also during the third quarter of this year, we issued 20,000 shares of common stock to a shareholder for a total price of $10,000, cancelled subscriptions for 975,000 shares of common stock, valued at $390,000 and received $37,000 in payments on previous stock subscriptions.  We issued 1,927,778 shares of common stock valued at $1,735,000 to pursue acquisitions.  These shares were held in escrow pending the completion of the purchase transactions so are not reported as outstanding at September 30, 2006.  In addition we paid 153,803 shares of common stock for services valued at $95,916.  Shares issued for services were valued based on the quoted market price of the stock.  The price of shares sold for cash were negotiated with the unrelated investors.


NOTE E:  SEGMENT INFORMATION


We report the following information on our business segments as of and for the nine months ended September 30, 2006:


 

 

Media

 

Media

 

Consulting

 

Corporate

 

 

 

 

Services

 

Properties

 

Services

 

Overhead

 

Total

Revenues and misc. income

$

601,712

$

-

$

770,600

$

4,617

$

1,376,929

Income (Loss) from operations

$

(134,626)

$

(190,082)

$

615,050

$

(1,568,451)

$

(1,280,442)

Earnings from equity investments

$

184,007

$

-

$

-

$

-

$

184,007

Identifiable assets

$

277,297

$

-

$

-

$

31,507

$

308,804

Depreciation

$

58,791

$

-

$

-

$

9,187

$

67,978





10




We report the following information on our business segments as of and for the nine months ended September 30, 2005:


 

 

Media

 

Media

 

Consulting

 

Corporate

 

 

 

 

Services

 

Properties

 

Services

 

Overhead

 

Total

 

 

 

 

 

 

 

 

 

 

 

Revenues and misc. income

$

596,475

$

-

$

-

$

27,794

$

624,269

Income (Loss) from operations

$

10,929

$

(306,808)

$

(31,290)

$

(1,511,367)

$

(1,838,536)

Earnings from equity investments

$

85,240

$

-

$

-

$

-

$

85,240

Identifiable assets

$

250,500

$

-

$

-

$

28,592

$

279,092

Depreciation

$

22,393

$

-

$

-

$

4,657

$

27,050


NOTE F: RELATED PARTY TRANSACTIONS


Repurchase of shares from William Strickler

 

In April 2006, we acquired 108,486 shares of our own common stock from Mr. William Strickler, our media services operations manager, for a total of $69,432.  In 2005, we acquired Mr. Strickler’s company, PrimeTime Broadband, Inc. for cash, stock and notes.  We bought the shares in order to provide Mr. Strickler with the necessary liquidity to pay the capital gain tax resulting from the sale of his business to us.  We were under no obligation to buy back the shares.  We did so solely to accommodate Mr. Strickler, a valued member of our management team.  We booked the transaction at cost and no gain or loss was recorded.  We retired the shares of common stock and canceled the stock certificate upon receipt, and accordingly, the shares were returned and cancelled, and are considered authorized but unissued shares.


Clawback


In April 2006, we discovered that one location of our media services operating division was unable to comply with certain terms and conditions under which we had originally purchased the subsidiary in 2005.  We negotiated a settlement with the seller totaling $72,842.  We accounted for this transaction as contingent consideration and reduced both our carrying cost of the equity investment and our current installment payment to the seller by the $72,842.


Sale of Cable Operations


In April 2006, a limited liability company included in our Equity Investments sold its assets and business to Adelphia Communications Corp. for cash consideration.  We recorded a gain of $34,497 on our share of the gain from the sale.  This gain is included in Minority Interest in other income in the accompanying condensed, consolidated financial statements.


Change in Accounting Estimate


We lowered the estimated discount from the market price that we record when we issue our common stock for services, acquisitions and property from 33 percent to -0- percent during the current quarter. The change was in response to a regulatory comment letter that we received in July 2006.  Please note that previously issued financial statements as well as the accompanying financial statements for the three months ended March 31, 2006 were prepared under the previous estimate of 33 percent.


The effect of the estimate change on our financial statements for the three months ended September 30, 2006 was an increase to general and administrative expenses of $20,011 related to the 153,803 shares of common stock issued during the quarter for services.



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ITEM 2.  Management’s Discussion and Analysis or Plan of Operation


Forward Looking Statements


This report contains certain forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934.  AIMS™ Worldwide, Inc., cautions readers that expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements.  Words such as “May,” “Will,” “Expect,” “Believe,” “Anticipate,” “Intend,” and comparable terminology are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those currently anticipated or discussed in this report.  Factors that may affect our results include, but are not limited to, market acceptance of our products and technologies, our ability to secure financing, potential competition from other companies with greater technical and marketing resources, and other factors described in our filings with the Securities and Exchange Commission.


General


We incorporated in the State of Nevada on March 7, 1996, under the name B & R Ventures, Inc.  On March 28, 1999, we acquired all of the common stock of Enjoy The Game, Inc., a Missouri corporation, and changed our name to EtG Corporation.  At that time we began operating as a media and merchandising company to promote the positive aspects of athletic competition. EtG Corporation conducted its operations through its subsidiary, Enjoy the Game, Inc., which had been incorporated in the state of Missouri on May 28, 1998.  Enjoy the Game, Inc. failed to achieve profitable operations, and on November 15, 2002, we sold the Subsidiary back to its president.


On December 17, 2002, we acquired AIMS™ Worldwide, Inc.  AIMS™ Worldwide, Inc., incorporated in Nevada on October 7, 2002 as Accurate Integrated Marketing Solutions Worldwide, Inc., to act as the successor to AIMS™ Group, LLC which was organized in Virginia in November 2001.  As a result of this acquisition, we changed our name to AIMS™ Worldwide, Inc.


Our principal executive offices are at 10400 Eaton Place, #203, Fairfax, VA 22030.  Our telephone number is 703/621-3875 and our fax number is 703/621-3870.  Our URL is www.AIMSWorldwide.com


Our Business


AIMS™ Worldwide, Inc., ("AIMS™") is a vertically integrated marketing communications consultancy providing organizations with its AIMSolutions branded focused marketing solutions at the lowest possible cost.  AIMS™ (Accurate Integrated Marketing Solutions) increases the accuracy of the strategic direction of its client's marketing program, improves results and reduces the cost, by refocusing "mass marketing" to a more strategic "One-2-One™" relationship with the ideal customer.  To further differentiate from the rest of the market, AIMS™ places intense focus on the Return on Marketing Investment, or "ROMI™."  The Company's goal is to provide clients with a measurable return by first conducting an audit of the client's existing marketing strategy in order to deliver an increased return on their investment.  AIMS™ is accelerating its growth by targeting and acquiring a group of core competency media and marketing communications services companies.


It is our intention to structure the Company into seven major business units ("MBUs"):  AIMSolutions Consulting, Advertising Services, Strategy and Planning, Public Affairs, Public Relations, Digital Marketing and Media Properties. To this end we have entered strategic partnerships, acquired certain subsidiaries, and are in the process of acquiring additional core competency companies to achieve our desired organization.


AIMSolutions Consulting Group will focus on the use and application of the AIMS™ ROMI™ process to provide marketing strategies, plans, and manage AIMS™ marketing programs for its clients.


AIMS™ Advertising Services Group and strategic partner Brad W. Baker Advertising Services will focus on full service advertising, creative design, advertising production, direct response and strategic media planning for its clients.


AIMS™ Strategy and Planning Group has teamed with subsidiary Harrell Woodcock Linkletter and strategic partners Streetfighter Marketing, Inc., and Bill Main & Associates, Inc. This group will provide marketing research, strategy, planning, consulting and training programs that provide cost effective methods and techniques to clients in advertising their services and products, plus effective selling and telemarketing skills.



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AIMS™ Public Affairs Group and strategic partner IKON Holdings, Inc. will concentrate on bringing the best and latest information and ideas from around the United States concerning candidates, public issues, public policy, legislation, state and local ballot measures.  This group will provide solutions to finding information on issues and organizations concerning local, state and national governments.


AIMS™ Public Relations Group and a strategic partner, a New York City public relations firm, will concentrate on creating public relations, publicity and special events through various media, networking, and promotions for its clients.


AIMS™ Digital Marketing Group and its strategic partners Target America, Inc., and Advocast, Inc., will focus its activities on using and applying digital technologies for improving ROMI™ for AIMSolutions Consulting Group clients.


AIMS™ Media Group includes the Company’s subsidiaries AIMS™ Interactive, Inc., its subsidiary Prime Time Broadband, Inc., a private cable TV delivery system in Florida, and ATB Media which owns a 40% controlling interest in Radio Station KCAA in Loma Linda/San Bernadino, California, and minority interest in Group One Broadcasting, Inc., a Scottsdale, Arizona operator of the Talk One Radio Network.


Trademarks and Licenses


We hold common law trademarks on AIMS™ and ROMI™, and One-2-One™.  AIMS™ is a unique doctrine, process, intellectual property, delivery system and corporate development method integrated into what we believe is a powerful client/customer centric professional service model.


AIMS™ is an audio-logical-acronym for Accurate Integrated Marketing Solutions.  AIMS™ is a proprietary marketing service, process, and delivery system designed to improve the aim, reduce the cost and focus the reach to target a market on a “one-to-one” basis.  We believe AIMS™ and its consultancy brand AIMSolutions will achieve a client company’s goals and objectives, maximizing the client’s Return On Marketing Investment (“ROMI™”).


AIMS™ is a marketing system and process that is designed to vertically integrate horizontal services into a focused “one-to-one” marketing program/campaign.  One-2-One™ is also a trademark/service mark owned by AIMS™ Worldwide, Inc.  We believe this system can meet and exceed a client company’s goals and objectives to expand their top line revenues, market and Customer Relationship Management (“CRM”™) at lower cost than legacy advertising and marketing communications programs.


Myaims.com is an intellectual property for our online business and delivery service of our products.  Our websites, www.myaims.com and www.aimsworldwide.com are registered internet domain names owned and controlled by AIMS™ Worldwide, Inc.


We also hold a technology license agreement with Advocast, Inc., a proprietary public issues digital marketing application service provider.


Subsidiaries


As part of its corporate development core competency acquisition strategy, AIMS™ Worldwide, Inc., owns the following subsidiaries:


Streetfighter Marketing, Inc.


On October 26, 2006, we acquired 100% of the outstanding common stock of Streetfighter Marketing, Inc. (an Ohio Corporation) in exchange for 722,222 shares of our own common stock.  We will record this acquisition as a purchase and include operations of this company in our consolidated financial statements from the date of acquisition.  Streetfighter Marketing specializes in training businesses how to market, promote and increase sales on a shoestring budget.


Harrell, Woodcock, & Linkletter, Inc.


HWL was a strategy and planning company that had letters of intent to acquire Bill Main and Associates and Streetfighter Marketing.  The acquisition by AIMS signed the letters of intent to AIMS.



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AIMS Interactive, Inc.


AIMS Interactive, Inc., owns 100% of Prime Time Broadband, Inc., with assets consisting of cable programming services, field-deployed cable TV service equipment consisting of cable wire, head-end facilities and routing, equipment inventory, customer lists that include cable program subscription fees, contractual backlogs to design, construct and manage cable systems, various intellectual properties, office equipment, fleet vehicles, vendor agreements, operating leases, employment arrangements with staff, and membership interests in four limited liability companies that own and operate cable systems.


Prime Time Broadband, including its predecessor, Prime Time Cable, Inc. ("PTC"), is a pioneer in private cable systems and currently serves more than 3,000 households and resort rooms in premier master planned communities and major resorts in greater Orlando, Florida.


ATB Media, Inc.


On April 19, 2004, we acquired ATB Media, Inc. ("ATB").  ATB was formed to acquire radio broadcast properties and/or invest in companies that had previously acquired radio broadcast properties in small and medium-sized markets and to use innovative techniques and low cost, engineering-driven strategies to upgrade these properties into successful radio stations by relocating such properties to larger markets, increasing authorized power and/or authorized hours of operation.  ATB owns rights to receive income participation from one or more radio stations and other businesses.


ATB currently owns a 40% participating interest in Radio Station KCAA in Loma Linda/San Bernadino, California and owns rights to receive income participation from one or more radio stations if and when acquired.


ATB holds a minority interest in Group One Broadcasting, Inc. that was organized to, among other matters, meet the needs and demands for quality radio programming.  Group One Broadcasting, Inc. is the operator of the Talk One Radio Network in Scottsdale, Arizona.


AIMS™ continues to work its broadcast partners to upgrade its radio station KCAA-AM in Loma Linda, California.  Earlier this year the station was listed for sale but it is not listed at this time.  Upon a successful completion of the sale, AIMS™ anticipates elimination of most of its debt resulting from its acquisition of ATB on April 19, 2004.


Stock Purchase Agreements


In addition to the completed acquisitions, AIMS™ has issued four definitive purchase agreements to acquire one marketing consulting company, a public relations company, a public affairs company, and a digital marketing company.  There is no assurance any of the contemplated acquisitions will be consummated or if, when consummated, the operations will be successful.  As of September 30, 2006, the Company was anticipating closing at least two acquisitions, and possibly three, in the fourth quarter.  The Company had presented Stock Purchase Agreements to IKON Holdings, Inc., of Washington D.C., and Target America, Inc. of Fairfax, Va.  In addition, the Company had presented a Stock Purchase Agreement to a New York City-based public relations firm.  The Company anticipated purchasing 100% of Target America for cash and stock and 55% controlling interest in IKON Holdings, Inc., for cash and stock.  A similar offer of cash and stock for 100% of the company was included in the SPA for the NYC-based public relations firm.


The Company also had received a term sheet from Liberty Investment and Trust Fund LP with regard to providing corporate finance for the cash portion of cash and stock required to close the stock purchase agreement for the aforementioned three acquisitions, but subsequently determined not to pursue them for financing.


Competition


Marketing and Media services in its various forms are one of the most competitive segments of business, commerce and enterprise management.  With its recent introduction, changes and dynamics caused by new online/ interactive communication technologies to the traditional/offline communications mediums (broadcast, satellite cast, print, post and telephone) the marketing landscape has become one of the most complex competitive tapestries in the world.


Our internal research indicates that an estimated worldwide $1 trillion dollars is spent annually on the full range of marketing, marketing communications, marketing services and delivery systems this is a massive, diverse and fragmented service industry.  



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As such, globally there can be little doubt as to the competition in the marketing services space in which the leading companies, agencies and firms are better established, positioned, branded, staffed and capitalized than our Company.


AIMS™ management has undertaken comprehensive industry research including evaluation of the full scope of marketing services including, but not limited to, advertising (Top 100), direct marketing (Top 20), sales promotion (Top 20), public relations (Top 20), market research (Top 25) and marketing support services (Top 200).  Based on our analysis, AIMS™ believes that traditional media and marketing services, while with far greater financial and human resources than the company, do not currently offer the integrated solutions AIMS™ provides.


Employees


AIMS™ Worldwide, Inc., corporate headquarters has five employees, and including our wholly-owned and operating subsidiary AIMS Interactive, Inc., has a total of approximately fifteen employees.  We plan to hire additional personnel on an as-needed basis as our operations expand.


Description of Property


We moved our corporate offices on October 7, 2006 to a suite on the second floor in which we had been located – we are now at 10400 Eaton Place, Suite 203, Fairfax, Virginia 22030.  We have an additional office in Tampa, Florida at a cost of $303 per month under a month-to-month arrangement.  Prime Time Broadband, a subsidiary of AIMS™ Interactive, Inc., has operations (office and a small warehouse) on Taft-Vineland Road in Orlando, Fla.


Three and Nine Month Periods Ended September 30, 2006, and 2005


We had $614,737 in revenue for the three months ended September 30, 2006, compared with $211,062 in revenue for the same three month period of 2005.  The increase was primarily due to activities added by the acquisition of Prime Time Broadband (f/k/a Prime Time Cable) and activity on the part of AIMSolutions, our corporate consulting practice.  Cost of sales was $119,802 leaving a gross profit of $494,935 for the three month period of 2006 compared cost of sales of $93,601 and a gross profit of $117,461 for the same three month period of 2005.


Our general and administrative expenses were $888,277 for the three months ended September 30, 2006, and included $33,172 paid to related parties compared to general and administrative expense of $616,571 for the same period in 2005.  Our operating loss for the three months ended September 30, 2006, was $393,342 compared to $499,110 for the same period in 2005.  The reduction was primarily due to an increase in consulting revenue as a result of the first quarter AIMS™ investment in the continued development of our Accurate Integrated Marketing Solutions proprietary process, methods and practices and the work to expand the operations acquired in 2005.


We had $1,372,312 in revenue for the nine months ended September 30, 2006, compared with $624,269 in revenue for the same nine month period of 2005.  The increase was primarily due to activities added by the acquisition of Prime Time Broadband (f/k/a Prime Time Cable) and activity on the part of AIMSolutions, our corporate consulting practice.  Cost of sales was $318,589 leaving a gross profit of $1,053,723 for the nine month period of 2006 compared cost of sales of $278,909 and a gross profit of $345,360 for the same nine month period of 2005.


Our general and administrative expenses were $2,156,200 for the nine months ended September 30, 2006, and included $98,841 paid to related parties compared to general and administrative expense of $1,992,421 for the same period in 2005.  Our operating loss for the nine months ended September 30, 2006, was $1,102,477 compared to $1,647,061 for the same period in 2005.  The reduction was primarily due to an increase in consulting revenue as a result of the first quarter AIMS™ investment in the continued development of our Accurate Integrated Marketing Solutions proprietary process, methods and practices and the work to expand the operations acquired in 2005.


Liquidity and Capital Resources


At September 30, 2006, we had total current assets of $1,191,339 consisting of $146,112 cash, $1,022,891 in accounts receivable, $1,626 of supplies inventory and $20,710 in prepaid expenses.  Equipment, net of accumulated depreciation was $240,826 and other assets included $285,000 in loans and deposits on acquisition targets, $631,185 in equity investments (primarily investments in limited liability corporations held by Prime Time Broadband, Inc.), $606,548 in goodwill and $142,834 in net intangible assets which includes a non-compete employment agreement.



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Our liabilities at September 30, 2006, totaled $4,336,624 and consisted of $367,221 in accounts payable, $6,391 in other accrued expenses, $161,762 in deferred income tax, $975,971 in notes payable to related parties, $739,934 in accrued interest payable to related parties, $1,212,492 in notes payable, $772,853 in accrued interest and $100,000 in current notes payable related to the acquisition of Prime Time Cable in February 2005.


We are still a relatively new company and have not yet fully implemented our business plan.  Due to our lack of profitable operations, our auditors have expressed substantial doubt about our ability to continue as a going concern.  We do not have any long-term capital commitments and we believe that our immediate needs can be met with a combination of cash on hand and through ongoing operations.  However, we will require additional capital to fully implement our business plan.  We are currently negotiating to acquire other media providers and estimate that we will have to raise approximately $10,000,000 during the coming year for operating expenses and acquisition costs.  We will also have ongoing legal and auditing expenses as well as office and lease expenses.  If we cannot generate sufficient capital through ongoing operations, we will likely sell common stock, seek advances from officers or explore other debt financing strategies.


Management of AIMS™ Worldwide, Inc., is currently seeking capital to purchase its first group of four profitable operating organizations which have been identified.  In accordance with the AIMS™ Five Year Plan, the target companies are currently financially healthy operating entities that, once acquired, will help fulfill AIMS' unique mission of organically growing a viable network of affiliated marketing and media subsidiaries.


ITEM 3.  Controls and Procedures


(a) Evaluation of Disclosure Controls and Procedures.


Within the 90 days prior to the date of this Quarterly Report for the period ended September 30, 2006, we carried out an evaluation, under the supervision and with the participation of our management, including the Company's Chairman and Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified by the SEC's rules and forms.  Based upon that evaluation, the Chairman and the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's period SEC filings.


(b) Changes in Internal Controls.


Subsequent to the date of such evaluation as described in subparagraph (a) above, there were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses.


PART II - Other Information


ITEM 1.  Legal Proceedings


Jose R. Trujillo v. AIMS Worldwide, Inc., American Institute for Full Employment, Michael Foudy, The Committee for Good Common Sense, et al., in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, case No. 502005CA005603XXXXMB, affidavit filed December 9, 1005.


In this case, an individual in Florida named Jose Trujillo sued several corporations and individuals across the country, including AIMS™, alleging breach of contract.  He seeks total damages of about $36,000.  Regarding AIMS™, we expect this case to be dismissed in the immediate future.  Florida does not have jurisdiction over AIMS™ regarding this matter, and a motion to dismiss for lack of jurisdiction has been filed.  Moreover, AIMS™ never had any contractual relationship (written, oral, or implied) with Trujillo and his complaint fails to allege facts showing any such contract with AIMS™.  Therefore, management believes that his complaint can be dismissed in regard to AIMS™ for failure to state a claim.


At this point AIMS legal counsel has filed a response to the complaint in the form of a motion for summary judgment which is appropriate where the case can be decided on the basis of the complaint.  There has been no decision as of this date.




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The case is being handled by the following local Florida counsel:  Carl A. Cascio, Esquire, Carl A. Cascio, P.A., 525 N.E. Third Avenue, #102, Delray Beach, Florida 33444, Phone is 561-274-7473.  561-274-8305 is facsimile; e-mail: casciolw@bellsouth.net.


ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds


Unless otherwise noted the following shares were sold in private transactions and issued in reliance of the exemption provided by Section 4(2) of the Securities Act of 1933.  The transactions do not involve any public offering or broker and no commissions were paid on the transaction.


During the first quarter of this year, we issued 1,100,000 shares of common stock to six accredited shareholders for total proceeds of $440,000 and paid $9,023 in offering costs.  Also, we received $39,750 in payment on stock subscriptions.  In addition we paid 54,000 shares of common stock for services valued at $26,117.  Shares issued for services were valued by the board of directors in relation to prices the company receives for direct sales of stock by the company.  The price of shares sold for cash were negotiated with the unrelated investors.  The price of shares sold for cash were negotiated with the unrelated investors.  Proceeds were used or working capital.


During the second quarter of this year, we issued 710,714 shares of common stock to five shareholders for a total price of $275,000, paid $10,555 in offering costs and obtained subscriptions for an additional 1,125,000 shares of common stock for a total price of $450,000.  Also, we received $24,000 in payments on previous stock subscriptions.  In addition we paid 88,000 shares of common stock for services valued at $60,639.  Shares issued for services were valued based on the quoted market price of the stock.  The price of shares sold for cash were negotiated with the unrelated investors.  Proceeds were used or working capital.


During the third quarter of this year, we issued 2,000,000 shares of common stock and a warrant to purchase another 1,000,000 shares of common stock to a shareholder for a total price of $500,000.  The warrant carries an exercise price of $0.41 per share and is available for up to five years.  The Company also has an option to repurchase some or all of these shares from this investor after twelve months at a price of $0.50 per share.  Proceeds were used for working capital.


Also during the third quarter of this year, we issued 20,000 shares of common stock to a shareholder for a total price of $10,000, cancelled subscriptions for 975,000 shares of common stock, valued at $390,000 and received $37,000 in payments on previous stock subscriptions.  We issued 1,927,778 shares of common stock valued at $1,735,000 to pursue acquisitions.  These shares were held in escrow pending the completion of the purchase transactions so are not reported as outstanding at September 30, 2006.  In addition we paid 153,803 shares of common stock for services valued at $95,916.  Shares issued for services were valued based on the quoted market price of the stock.  The price of shares sold for cash were negotiated with the unrelated investors.


Effective May 1, 2006, we issued a warrant to purchase 500,000 shares of our common stock in conjunction a proposed private sale of common stock. The warrant has a term of five years and an exercise price of $1.75 per share.  The quoted market price of the stock on May 1, 2006 was $0.64 per share.  The Company determined the value of the issued warrant to be $0.316 per share, or $158,000, in accordance with SFAS 123(R). The value of the warrant was recorded as prepaid offering cost and an increase to paid-in capital. Upon completion of the private equity offering, the prepaid offering cost will be charged to paid-in capital.  If the offering is not completed the prepaid offering costs will be charged to operations.



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ITEM 6.  Exhibits


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.


 

 

 

 

Exhibit No.

SEC Ref. No.

Title of Document

Location

 

 

 

 

1

31.1

Certification of the Principal Executive Officer

 

 

 

pursuant to Section 302 of the Sarbanes-Oxley

 

 

 

Act of 2002

Attached

 

 

 

 

2

31.2

Certification of the Principal Financial Officer

 

 

 

pursuant to Section 302 of the Sarbanes-Oxley

 

 

 

Act of 2002

Attached

 

 

 

 

3

32.1

Certification of the Principal Executive Officer

 

 

 

pursuant to U.S.C. Section 1350 as adopted pursuant

 

 

 

to Section 906of the Sarbanes-Oxley Act of 2002*

Attached

 

 

 

 

4

32.2

Certification of the Principal Financial Officer

 

 

 

pursuant to U.S.C. Section 1350 as adopted pursuant

 

 

 

to Section 906of the Sarbanes-Oxley Act of 2002*

Attached


* The Exhibit attached to this Form 10-QSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



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SIGNATURES


In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



AIMS™ WORLDWIDE, INC.


/s/ Gerald Garcia Jr.                               

Gerald Garcia, Jr. / November 15, 2006

Chief Executive Officer



/s/ Patrick J. Summers                              

Patrick J. Summers / November 15, 2006

Chief Financial Officer






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