10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2008.

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. S Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	£	Accelerated filer	£

Non-accelerated filer	£ (Do not check if a smaller reporting company)	Smaller reporting company	S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. £ Yes £ No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 50,558,833 shares on November 14, 2008.

FORM 10-Q

AIMS™ WORLDWIDE, INC.



INDEX	Page

PART I. Financial Information	3

Item 1. Consolidated Financial Statements	3

Condensed, Consolidated Balance Sheet at September 30, 2008 (Unaudited),	4
and December 31, 2007 (Audited)

Condensed, Consolidated Statements of Operations for the Nine Months Ended	6
September 30, 2008 and 2007 (Unaudited)
Condensed, Consolidated Statements of Operations for the Three Months Ended	7
September 30, 2008 and 2007 (Unaudited)

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit,	8
From January 1, 2008, through September 30, 2008 (Unaudited)

Condensed, Consolidated Statements of Cash Flows for the Nine Months Ended	9
September 30, 2008 and 2007 (Unaudited)

Notes to Condensed, Consolidated Financial Statements (Unaudited)	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4T. Controls and Procedures	17
PART II. Other Information	17

Item 1. Legal Proceedings Item 1A. Risk Factors	17 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information	20 20 20

Item 6. Exhibits	21

Signatures	21

(Inapplicable items have been omitted)

PART I - Financial Information

ITEM 1. Financial Statements (unaudited)

The accompanying balance sheets of AIMS™ Worldwide, Inc., at September 30, 2008, and December 31, 2007, and the related statements of operations, shareholders deficit and cash flows, for the three and nine month periods ended September 30, 2008 and 2007, 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 nine months ended September 30, 2008, are not necessarily indicative of the results that can be expected for the year ending December 31, 2008.

AIMS Worldwide, Inc.

Condensed, Consolidated Balance Sheet

(unaudited)

Assets


		Sept. 30, 2008		Dec. 31, 2007
Current assets:
Cash	$	899,420	$	138,593
Accounts receivable, net		5,169,026		174,063
Supplies inventory		6,443		7,269
Prepaid expenses		37,514		34,399
Total current assets		6,112,403		354,324

Property and equipment:
At cost, net of accumulated depreciation of $68,150 and $41,228, respectively		185,029		185,366

Other assets:
Deposits		26,840		30,418
Other assets		68,722		81,222
Goodwill, net of impairment of $87,431		3,908,755		3,908,755
Prepaid offering costs		402,064		402,064
Intangible assets, net of amortization of $590,740 and $321,088, respectively		1,630,298		1,899,950

Total assets	$	12,334,111	$	6,862,099

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	6,390,556	$	634,555
Accounts payable - related parties		122,718		146,022
Accrued expense		1,828		-
Deferred revenue		31,311		62,083
Current portion of long term note payable		52,945		63,477
Notes payable		1,706,162		1,715,907
Notes payable - related parties		975,971		975,971
Accrued interest payable		1,079,403		947,456
Accrued interest payable - related parties		891,250		845,201
Total current liabilities		11,252,144		5,390,672

Long term note payable		480,510		536,825
Total liabilities		11,732,654		5,927,497

Minority interest		(159,420)		(205,829)


AIMS Worldwide, Inc. Condensed, Consolidated Balance Sheet (continued) (unaudited)
		Sept. 30, 2008		Dec. 31, 2007
Stockholders' deficit
Preferred stock, $.001 par value, 20,000,000 shares authorized,		7,194		7,100
7,193,750 shares issued, of which 4,912,500 held in escrow
and 2,281,250 outstanding, and 7,100,000 issued of which
4,912,500 held in escrow and 2,187,500 shares
outstanding, respectively
Additional paid-in capital		3,620,643		3,488,929
Common stock, $.001 par value, 200,000,000 shares authorized,
50,558,833 shares issued and outstanding, and		50,559		44,587
44,587,075 shares issued and outstanding, respectively
Additional paid-in capital		11,048,273		9,920,486
Stock subscription receivable		(270,000)		(50,000)
Deficit retained		(13,695,792)		(12,270,671)
Total stockholders' deficit		760,877		1,140,431

Total liabilities and stockholders' deficit	$	12,334,111	$	6,862,099

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Operations

(unaudited)


				Nine Months Ended
				September 30,
				2008		2007

Revenue			$	10,243,669	$	1,122,753

Operating expenses:
	Cost of sales.			5,708,340		235,740
	General and administrative expenses			5,658,110		3,037,214
	General and administrative expenses - related parties			-		4,565
				11,366,450		3,277,519

		Operating loss		(1,122,781)		(2,154,766)

Interest expense, net				(213,719)		(152,801)
Interest expense, net - related parties				(42,212)		(60,030)
Minority interest				(46,409)		36,483

		Loss before discontinued operations provision for income taxes		(1,425,121)		(2,331,114)

Gain on sale of discontinued operations, net of income taxes				-		(4,305)
Earnings from equity investments held for sale, net of income taxes				-		(27,878)

		Loss before provision for income taxes		(1,425,121)		(2,363,297)

Income taxes				-		-

		Net loss	$	(1,425,121)	$	(2,363,297)

Net loss available to common shareholders after beneficial conversion feature			$	(1,425,121)	$	(4,863,297)

Basic and diluted loss per share from continuing operations			$	(0.03)	$	(0.06)
Basic and diluted loss per share to common shareholders			$	(0.03)	$	(0.13)

Weighted average number of shares outstanding				47,209,376		38,638,712

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Operations

(unaudited)


				Three Months Ended
				September 30,
				2008		2007

Revenue			$	7,546,166	$	987,202

Operating expenses:
	Cost of sales			5,622,816		198,765
	General and administrative expenses			2,203,220		1,838,164
	General and administrative expenses - related parties			-		20,605
				7,826,036		2,057,534

		Operating loss		(279,870)		(1,070,332)

Interest expense, net				(65,332)		(71,380)
Interest expense, net - related parties				(11,625)		(20,230)
Minority interest				(83,433)		36,483

		Loss before discontinued operations before provision for income taxes		(440,260)		(1,125,459)

Gain on sale of discontinued operations, net of income taxes				-		(9,101)
Earnings from equity investments held for sale, net of income taxes				-		15,324

		Loss before provision for income taxes		(440,260)		(1,119,236)

Income taxes				-		-

		Net loss	$	(440,260)	$	(1,119,236)

Net loss available to common shareholders after beneficial conversion feature			$	(440,260)	$	(3,619,236)

Basic and diluted loss per share from continuing operations			$	(0.01)	$	(0.03)
Basic and diluted loss per share to common shareholders			$	(0.01)	$	(0.08)

Weighted average number of shares outstanding				48,106,715		43,718,602

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit

(unaudited)


			Additional			Additional	Stock
	Common Stock		Paid-in	Preferred	Paid-in	Subscription	Accumulated
	Shares	Amount	Capital	Shares	Amount	Capital	Receivable	Deficit	Total


Balance,
Dec. 31, 2007	44,586,575	$ 44,587	$ 9,920,486	7,100,000	$ 7,100	$ 3,488,929	$ (50,000)	$ (12,270,671)	$ 1,140,431


Common stock
issued for cash	5,709,444	5,709	997,299	-	-	-	(220,000)	-	783,008

Preferred stock
issued for cash	-	-	-	93,750	94	149,906	-	-	150,000

Common stock
issued for
services	262,814	263	112,296	-	-	-	-	-	112,559

Net loss for period	-	-	-	-	-	-	-	(1,425,121)	(1,425,121)

Balance,
Sept. 30, 2008	50,558,833	$ 50,559	$ 11,030,081	7,193,750	$ 7,194	$ 3,638,835	$ (270,000)	$ (13,695,792)	$ 760,877

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Cash Flows

(unaudited)


		Nine Months Ended
		September 30,
		2008		2007

Cash flows from operating activities:
Net loss	$	(1,425,121)	$	(2,363,297)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		296,574		304,197
Loss (income) from minority interest		46,409		(36,483)
Stock issued to employees and others for services		112,559		207,712
		(969,579)		(1,887,871)
Changes in current assets and liabilities:
Accounts receivable and other current assets		(4,981,174)		38,658
Accounts payable and other current liabilities		5,881,749		308,965
Net cash used in operating activities		(69,004)		(1,540,248)

Cash flows from investing activities:
Purchase of equipment		(26,585)		(33,744)
Deposit on acquisition		-		(3,160,000)
Cash acquired in acquisition		-		140,390
Proceeds of sale of subsidiary and equity investments		-		1,025,000
Net cash used in investing activities		(26,585)		(2,028,354)

Cash flows from financing activities:
Proceeds from sale of common stock		801,200		325,000
Proceeds from sale of preferred stock		150,000		3,500,000
Offering costs for sale of common stock		(18,192)		(4,503)
Proceeds from investor deposit		-		100,000
Proceeds from notes payable		-		295,000
Repayments of notes payable		(76,592)		(174,196)
Net cash provided by (used in) financing activities		856,416		4,041,301

Net increase (decrease) in cash		760,827		472,699

Cash, beginning of period		138,593		16,942

Cash, end of period	$	899,420	$	489,641

Cash paid during the period for:
Interest	$	81,772	$	27,729
Income taxes	$	-	$	-
Non-cash investing and financing activities
Stock issued for acquisitions	$	-	$	459,865
Stock issued to settle debt	$	-	$	23,000

See accompanying notes to condensed, consolidated financial statements

AIMS™ WORLDWIDE, INC.

Notes to Condensed, Consolidated Financial Statements

(Unaudited)

NOTE A: BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. 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, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. Prior periods have been restated to reclassify discontinued from continuing operations.

The results for the three months and nine months ended September 30, 2008, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-KSB, filed with the Securities and Exchange Commission for the year ended December 31, 2007.

NOTE B: SUBSIDIARIES AND EQUITY INVESTMENTS

As part of its corporate development core competency acquisition strategy, AIMS™ Worldwide, Inc., owns the following subsidiaries: AIMS Interactive, Inc.; ATB Media, Inc.; Streetfighter Marketing, Inc.; Barbara Overhoff, Inc., d/b/a/ Bill Main and Associates; Harrell, Woodcock, and Linkletter; Target America, Inc.; and 55% of IKON Public Affairs Group, LLC.

Pro forma results of operations had Bill Main and Associates, IKON Public Affairs, and Target America, Inc., been included in operations for the year ended December 31, 2007, are as follows:


		AIMS		Bill Main		IKON		Target America		Pro Forma
		Worldwide		January 1 to		January 1 to		January 1 to
		As Reported		May 16, 2007		July 26, 2007		July 26, 2007
Twelve months 2007
Revenue	$	2,119,459	$	142,879	$	1,579,829	$	660,222	$	4,502,389
Operating income (loss)		(2,962,239)		(92,198)		54,015		5,547		(2,994,875)
Net income (loss)		(3,189,670)		(92,198)		97,209		45,753		(3,138,906)
Net loss per share		(.08)								(.08)

NOTE C: CONTINGENCIES

The Internal Revenue Service is auditing IKON Holdings, Inc, the corporation from which AIMS acquired the 55% interest in IKON Public Affairs Group, LLC. The examination is not complete, and no expense to AIMS is expected as a result of the examination.

NOTE D: 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.

NOTE E: COMMON AND PREFERRED EQUITY TRANSACTIONS

During the three months ended September 30, 2008, we issued 2,650,000 shares of common stock to nine shareholders for total proceeds of $464,000, less $150,000 which remains subscribed at September 30, 2008, and we issued 93,750 shares of preferred stock to an investor for total proceeds of $150,000. In addition, we issued 110,000 shares of common stock for services valued at $19,800. Fair value of shares issued for services was determined by the board of directors, taking into consideration the fair market value on the date the shares were issued. The price of shares sold for cash were negotiated with the unrelated investors.

During the three months ended June 30, 2008, we issued 1,692,778 shares of common stock to nine shareholders for total proceeds of $323,200, less $120,000 which remains subscribed at June 30, 2008. In addition, we issued 62,712 shares of common stock for services valued at $44,528. Fair value of shares issued for services was determined by the board of directors, taking into consideration the fair market value on the date the shares were issued. The price of shares sold for cash were negotiated with the unrelated investors.

During the three months ended March 31, 2008, we issued 1,366,666 shares of common stock to four shareholders for total proceeds of $234,000. In addition, we issued 90,102 shares of common stock for services valued at $48,230. Fair value of shares issued for services was determined by the board of directors, taking into consideration the fair market value on the date the shares were issued. The price of shares sold for cash were negotiated with the unrelated investors.

Stock and Warrant Purchase Agreement with FG Investment Holdings, LLC

As of June 30, 2008, the Company is continuing in its efforts to secure financing to complete core competency acquisitions in the marketing and communications platform, and to fund its organic growth plan. The Company is placed in the position of seeking this financing by reason of the failure of Liberty Growth Fund LP to perform its obligations under the Stock Purchase Agreement entered into by and between the Company and Liberty in 2007.

On July 8, 2008, the Company entered into a Series B Preferred Stock and Warrant Purchase Agreement, (the “Agreement”), with FG Investment Holdings, LLC. Under the Agreement, FG Investment Holdings, LLC purchased 93,750 shares of Series B Preferred Stock for $150,000.00, and received a warrant to purchase 6,000,000 shares of Common Stock at a price per share of $0.352. In addition, FG Investment has the right to purchase 1,406,250 shares of Series B Preferred Stock for $2,250,000 (the “Second Round Financing”) conditional on the Company meeting certain conditions. Upon closing of the Second Round Financing, FG will receive a warrant to purchase 21,875,000 shares of Common Stock with an exercise price of $0.50 per share. The Agreement also provides for a Third Round Financing in the amount of $2,100,000 (net) in exchange for 1,312,500 of Series B Preferred Stock which also requires the Company to meet certain conditions. The Company will pay a fee to FG Investment Holdings, LLC in the amount of $450,000 simultaneously with the consummation of the Third Closing.

The Agreement requires the Company to register the shares of common stock underlying the Series B Preferred Stock and warrants with the Securities and Exchange Commission upon demand by FG Investment Holdings, LLC.

The Agreement also requires the Company to appoint a director selected by FG Investment Holdings, LLC, to the Board of Directors of the Company.

In accordance with Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios ("EITF 98-5"), the Company recognized an imbedded beneficial conversion feature present in the convertible preferred stock. The Company recognized and measured an aggregate of $2,500,000, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid-in capital and a return to the convertible preferred stock holders. Since the preferred shares were convertible at the date of issuance, the return to the preferred shareholders attributed to the beneficial conversion feature has been recognized in full at the date the convertible preferred stock was issued.

NOTE F: SEGMENT INFORMATION

We report the following information on our business segments as of and for the nine months ended September 30, 2008:


		Media		Media		Consulting		Strategy &		Public		Digital		Corporate
		Services		Properties		Services		Planning		Affairs		Marketing		Overhead		Total

Revenues	$	-	$	-	$	49,896	$	622,724	$	8,490,628	$	1,080,421	$	-	$	10,243,669

Loss from
operations	$	-	$	(529)	$	(57,848)	$	(227,743)	$	135,373	$	24,665	$	(996,700)	$	(1,122,782)

Net income (loss)	$	-	$	(178,524)	$	(57,448)	$	(272,029)	$	56,722	$	22,858	$	(996,700)	$	(1,425,121)

Identifiable assets, net	$	-	$	-	$	272,124	$	913,472	$	8,731,346	$	2,004,206	$	412,962	$	12,334,110

We report the following information on our business segments as of and for the nine months ended September 30, 2007:


		Media		Media		Consulting		Strategy		Public		Digital		Corporate
		Services		Properties		Services		& Planning		Affairs		Marketing		Overhead		Total

Revenues	$	-	$	-	$	75,000	$	168,635	$	555,053	$	324,065	$	-	$	1,122,753

Loss from
operations	$	-	$	(30,325)	$	(2,147)	$	(381,641)	$	(226,569)	$	(44,001)	$	(1,470,082)	$	(2,154,765)

Loss from discon-
tinued operations	$	(32,183)	$	-	$	-	$	-	$		$		$	-	$	(32,183)

Net income (loss)	$	(30,562)	$	(208,228)	$	2,904	$	(406,597)	$	(199,656)	$	(46,774)	$	(1,474,384)	$	(2,363,297)

Identifiable assets, net	$	-	$	-	$	252,287	$	1,027,831	$	2,474,795	$	2,028,852	$	4,174	$	5,787,940

NOTE G: RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2008, the Company obtained short-term loans totaling $45,000 from the spouse of an officer, of which $30,000 remains unpaid at September 30, 2008.

NOTE H: SUBSEQUENT EVENTS

Appointment of Joseph M. Saunders

On October 17, 2008, AIMS Worldwide, Inc. announced that Joseph M. Saunders joined the company as president of AIMS Interactive and executive vice president and general manager of AIMSolutions. Mr. Saunders brings more than 16 years of leadership, sales and product management experience in delivering marketing solutions, data products and management consulting to consumer products, financial services, franchises, retail and not-for-profit companies. Prior to joining AIMS Worldwide, Mr. Saunders was responsible for international business development and new market expansion for Digital Envoy, the leading IP intelligence company. He also led new market development, including launching new solutions, at TARGUSinfo where he helped the company increase its revenue five-fold in six years. Mr. Saunders also founded Audiopoint, a speech IVR ASP serving financial services, ISPs, call center and marketing companies. Previously, he was a management consultant for PriceWaterhouseCoopers (Coopers & Lybrand). Mr. Saunders holds an MBA from George Mason University and a B.S. in mathematics from the University of Michigan.

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

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., 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, Suite #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™ or “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 and tactical 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.

Our Company structure consists of 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 into strategic partnerships, acquired certain subsidiaries, and are in the process of acquiring additional core competency companies to achieve our desired organization.

AIMSolutions Consulting Group focuses on the use and application of the AIMS™ ROMI™ scientific process to provide marketing research, analysis, and reports from which to initiate strategies, plans, measurement tools, and manage AIMS™ marketing programs for its clients.

AIMS™ Advertising Services Group and strategic partner KassUehling, Inc., focus on full service advertising, creative design and branding, advertising production, direct response and strategic media planning for its clients.

AIMS™ Strategy and Planning Group, through its subsidiaries Harrell Woodcock Linkletter, Street Fighter Marketing, and Bill Main & Associates, provides 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.

AIMS™ Public Affairs Group, via its subsidiary IKON Public Affairs Group, LLC, concentrates 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 provides solutions to finding information on issues and organizations concerning local, state and national governments.

AIMS™ Public Relations Group will concentrate on creating public relations, publicity, promotions, and special events through various media, networking, and promotions for its clients.

AIMS™ Digital Marketing Group, via its subsidiary Target America, Inc., and strategic licensing partner Advocast, Inc., focuses 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., and ATB Media, Inc., which owns a 40% participating interest in Radio Station KCAA in Loma Linda/San Bernardino, California, and minority interest in Group One Broadcasting, Inc., a Scottsdale, Arizona operator of the Talk One Radio Network.

AIMSolutions during the past five years has been a research and development consulting practice refining its accurate integrated marketing solutions scientific processes to “go to market” and sell the marketing solution product to fee-paid clients. AIMSolutions has undertaken a number of client beta-tests in the on-going development of its vertically integrated marketing solution process. Beta-test clients have been in a number of applications industries including but not limited to public policy issues, political campaign marketing, consumer electronics, medical and health care, distribution services, consumer package goods, restaurant, food service, and hospitality, etc. The scope of these industry development activities has established a platform of knowledge, processes, and intellectual properties, sufficient as a proof-of-concept to introduce AIMSolutions. Based on the aforementioned, management believes that we have completed our research and development stage, and AIMSolutions is entering its going-concern revenue-driven consulting practice.

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. 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.

Our website, www.aimsworldwide.com is the registered internet domain names owned and controlled by AIMS.

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:

Harrell Woodcock Linkletter & Vincent, Inc.

On April 15, 2005, AIMS Worldwide, Inc. acquired Harrell Woodcock Linkletter & Vincent, Inc., a Florida corporation (“HWL&V”). HWL&V, a strategy, planning and marketing consulting group offering innovative new business and new market development services, is now named “Harrell, Woodcock, and Linkletter.”

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 Bernardino, California and owns rights to receive income participation from one or more radio stations if and when acquired. KCAA operates in a 24-hour broadcast cycle. On March 19, 2008, station management received approval from the FCC for a construction permit that would allow station management to expand the current facility to support daytime broadcasts at 10,000 watts.

ATB holds a minority interest in Group One Broadcasting, Inc. that was organized to, among other reasons, 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™ and Broadcast Management Systems in Houston, the majority interest and operating owner of KCAA-AM Radio Station in Loma Lind/San Bernardino, California, have agreed to list the station for sale now that a 10,000 watt approval has been received from the FCC and anticipate selling the station in 2008 or early 2009. On July 30, 2008, BSM management signed a listing agreement with CMS Station Brokerage of Pittsburgh, Penn., on a non-exclusive basis, and signed a similar agreement with EnVest Media of Richmond, Va., on September 2, 2008. However, there are no guarantees that or assurances that market conditions will be conducive to providing a suitable and acceptable purchaser.

Streetfighter Marketing, Inc.

On October 24, 2006, the Company entered an agreement with the shareholders of Streetfighter Marketing, Inc. (d/b/a Street Fighter Marketing), whereby the Company acquired 100% of the issued and outstanding stock of Streetfighter.

Streetfigher Marketing, Inc., headquartered in Columbus, Ohio, specializes in speaking, motivation, and publishing, training businesses how to market, promote and increase sales on a shoestring budget. The Streetfighter client list includes AT&T, American Express, Walt Disney, Pizza Hut, Honda, Sony, Goodyear, Marvel Comics, The City of Dallas, the State of Arkansas, and the Country of India.

Bill Main and Associates

On May 16, 2007, the Company completed the purchase of Barbara Overhoff, Inc., d/b/a Bill Main and Associates, in Chico, Calif. Bill Main and Associates is a leading strategy, planning, publishing, and consulting firm in the restaurant, food service, and hospitality industry. A published author and noted speaker, Chairman Tucker W. “Bill” Main is a recognized authority in restaurant marketing, operations, and management. He is a former President of the California Restaurant Association. Their client roster includes Johnny Rockets, Hooters, Popeyes, Shakeys, Taco Johns, Famous Dave’s, and Buffalo Wild Wings. Among distributor clients are SYSCO Food Services, Abbott Foods, Nabisco, Perdue, and US Foodservice.

Target America, Inc.

Acquired July 26, 2007, with a base in Fairfax, Virginia, and offices in Indianapolis and Chicago, Target America, Inc. was founded in 1995 under the laws of the Commonwealth of Virginia to meet the rapidly changing needs of not-for-profit charity and philanthropy fundraising professionals. The company is a constant innovator in the field of contributor and donor prospect research, developing and launching a completely online prospect screening service in 2003. Target America continues to upgrade and develop this tool, which now includes a wide range of services from automated Internet research and Target Tiger™, and internet search engine, to an integrated management system to serve not only the not-for profit community, but business, commerce database profiles, retail, and financial institutions as well.

IKON Public Affairs Group, LLC

On July 26, 2007, AIMS Worldwide, Inc., acquired 55% of IKON Public Affairs Group, LLC, a limited liability company formed under the of Delaware laws. Post-closing, IPAG, through its offices in Washington, D.C., and Denver, continues the business previously conducted by IKON Holdings, Inc., providing consulting services in connection with political campaigns and issue advocacy. Management of AIMS determined, while evaluating this potential acquisition, that the primary value to be acquired was the value of the customer list and services of the two principals, including the reputation and work product and methods of those individuals. In fall 2008 IKON Holdings, Inc., and AIMS Worldwide, Inc., (parties related to IKON Public Affairs Group, LLC) formed a media buying and selling cooperative, managed by IKON Public Affairs Group, LLC.

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 digital 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 and revolutionary tapestries in the world.

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

Regulation

Our business is not regulated by any governmental agency and approval from any governmental agency is not required for us to market or sell our products. However, some of our acquisitions may be subject to regulatory oversight. For example, the Federal Communications Commission regulates the radio property.

Employees

AIMS Worldwide, Inc., corporate headquarters has five employees, and, including our operating subsidiaries, has a total of approximately twenty-five employees. We plan to hire additional personnel on an as-needed basis as our operations expand. As of September 30, 2008, we continued to have no formal employment agreements in place at the corporate level.

Description of Property

Our executive offices are located at 10400 Eaton Place, Suite 203, in Fairfax, Virginia, 22030. Our subsidiaries which have separate offices are located as follows: Bill Main and Associates has one office located in Chico, California; IKON Public Affairs Group has two main offices, one located in Arlington, Virginia, and the other in Denver; Streetfighter Marketing, Inc., has one office located in Gahanna, Ohio; and Target America has its base office in Fairfax, Virginia.

Three Month Periods Ended September 30, 2008 and 2007

The Company is reporting its largest revenue quarter in its history. We had $7,546,166 in revenue for the three months ended September 30, 2008, compared with $987,202 in revenue for the same three month period of 2007 (a 664% increase), substantially due to the recently formed media buying and selling project managed by IKON Public Affairs Group, LLC. Cost of sales was $5,622,816, leaving a gross profit of $1,923,350 for the three month period of 2008 compared with cost of sales of $198,765 and a gross profit of $788,437 for the same three month period of 2007.

Our general and administrative expenses were $2,203,220 for the three months ended September 30, 2008 compared to general and administrative expense of $1,858,769 for the same period in 2007. Our operating loss for the three months ended September 30, 2008, was $279,870 compared to $1,070,332 for the same period in 2007. The primary reason for the decrease is attributed to the media activities noted above as well as reduced general and administrative expenses.

Nine Month Periods Ended September 30, 2008 and 2007

Because of the significant third quarter 2008 revenue increase, the Company had $10,243,669 in revenue for the nine months ended September 30, 2008 (the largest 1st-3rd quarter revenue in its history), compared with $1,122,753 in revenue for the same nine month period of 2007. Cost of sales was $5,708,340, leaving a gross profit of $4,535,329 for the first nine month period of 2008 compared with cost of sales of $235,740 and a gross profit of $887,013 for the same nine month period of 2007.

Our general and administrative expenses were $5,658,110 for the nine months ended September 30, 2008, compared to general and administrative expense of $3,041,779 for the same period in 2007. Our operating loss for the nine months ended September 30, 2008, was $1,122,781 compared to $2,154,766 for the same period in 2007.

Liquidity and Capital Resources

At September 30, 2008, we had total current assets of $6,112,403 consisting of $899,420 in cash, $5,169,026 in accounts receivable, $6,443 of inventory and $37,514 in prepaid expenses. Equipment, net of accumulated depreciation was $185,029, and other assets included $3,908,755 in Goodwill and $1,630,298 in net intangible assets which includes non-compete employment agreements, the Street Fighter, Bill Main, IKON, and Target America brand and copyrights, and letters of intent.

Our liabilities at September 30, 2008, totaled $11,732,654 and consisted of $6,513,274 in accounts payable, $31,311 in deferred revenue, $975,971 in notes payable to related parties, $891,250 in accrued interest payable to related parties, $2,239,617 in notes payable and $1,079,403 in accrued interest.

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 acquisition costs, growth capital, and other expenses. 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.

Company management is currently seeking capital to purchase another group of profitable operating organizations which are currently being 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. Quantitative and Qualitative Disclosures about Market Risk.

Not required by smaller reporting companies.

ITEM 4T. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2008. As reported in section 8A(T) Controls and Procedures on Form 10KSB for the Year ended December 31, 2007, our disclosure controls and procedures were determined to be not effective due to material weaknesses related to a lack of segregation of duties and specific anti-fraud controls in the corporate office. At June 31, 2008, the company had not added additional personnel required to offset this deficiency but has instituted procedures such as additional reconciliation of key accounts to mitigate the potential effect of this deficiency.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

(b)

Changes in Internal Control over Financial Reporting. The company instituted a whistle-blower policy and procedure as required by Section 301 of the Sarbanes-Oxley Act on March 10, 2008. In addition, during the second quarter, management compiled specific procedures for the Chairman of the Audit Committee to independently investigate and resolve any issues or concerns raised. Management determined that the identified material weakness specific to procedures for the Chairman of the Audit Committee has been fully remediated. There were no other changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - Other Information

ITEM 1. Legal Proceedings

Jose R. Trujillo v. Michael L. Foudy, AIMS Worldwide, Inc., American Institute for Full Employment, 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, 2005.

In this case, an individual in Florida named Jose Trujillo sued several corporations and individuals, including AIMS™, alleging breach of contract. AIMS management disputes that it should be a party to this suit because Mr. Foudy did not have the authority to bind the Company to any agreement. Subsequent to September 30, 2008, management advised its counsel to file for summary judgment and expects this legal matter to be settled by year-end 2008.

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 1A. Risk Factors

The Company's business is subject to numerous risk factors, including the following:

We have incurred losses since inception and may incur future losses.

We incurred operating losses of $2,962,239 in 2007. We do not expect to have consistent profitable operations until 2009 and we cannot assure that we will ever achieve or attain profitability. If we cannot achieve operating profitability, we will not be able to meet our working capital requirements, which would have a material adverse effect on our business and impair our ability to continue as a going concern.

We will encounter risks and difficulties frequently encountered by early-stage companies.

Some of these risks include the need to:

attract new AIMSolutions marketing clients and maintain current client relationships,

offer competitive pricing,

maintain and expand our network of advertising space through which we deliver the advertising component of our AIMSolutions,

achieve marketing solution campaign results that meet our clients’ objectives,

identify, attract, retain and motivate qualified personnel,

successfully implement our organic and acquisition business model,

manage our expanding operations,

maintain our reputation and build trust with our clients,

locate, negotiate, and assimilate core competency acquisitions, and

attract and package the appropriate corporate finance and investment capital to underwrite our core competency acquisition corporate development.

AIMSolutions

Because AIMSolutions (our consulting service offered at the corporate level) client contracts generally can be cancelled by the client with little or no notice or penalty in accordance with the terms and conditions specified in the professional consulting service contract, the termination of one or more large contracts could result in an immediate decline in our revenues.

Harrell, Woodcock, and Linkletter

Although Harrell, Woodcock, and Linkletter has no current on-going operation, we may ultimately get no return on our investment due to lack of acquisitions even though the Company has acquired in this core competency platform Bill Main and Associates and Street Fighter Marketing.

We must introduce new products and services to grow our business.

Our success depends on our ability to develop and introduce new services that address our clients’ changing demands. Any new products or services that we develop will have a high degree of risk and need to meet the requirements of our current and prospective clients and may not achieve significant market acceptance. The introduction of new products and services by our competitors, and the emergence of new industry standards, could render our existing products and services obsolete and unmarketable or require unanticipated investments in research and development. If revenues generated from the use of our technologies do not cover these development costs, our operating results could be adversely affected.

Our failure to protect our intellectual property rights could diminish the value of our services, weaken our competitive position, and reduce our revenues.

Our success depends in large part on our proprietary rights. In addition, we believe that our service marks and trademarks are key to identifying and differentiating our products and services from those of our competitors. We rely on a combination of copyright, patent, trademark and trade secret laws, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. These steps taken by us to protect our intellectual property may not prevent misappropriation of our technology or deter independent third-party development of similar technologies.

Our intellectual property currently includes AIMS™ (Accurate Integrated Marketing Solutions) “One-2-One”, referring to one to one marketing relationship in that the trade expression provides a stepped-up marketing power to the number 2, strengthening our clients’ relationship with their customers, end-users, households and communities.

Also included is our trademark “ROMI™”, our trade expression providing out clients with a measurable, accountable return on their marketing dollars which are invested in building sales and revenues.

If we do not retain our senior management and key employees, we may not be able to achieve our business objectives.

Our future success is substantially dependent on the continued service of our senior management and other key employees, particularly Gerald Garcia, Jr., our Chief Executive Officer, B. Joseph Vincent, our Chairman, and Patrick J. Summers, our Chief Financial Officer and Recording Secretary. We may be unable to retain existing management, technical, sales and client support personnel that are critical to our success, resulting in harm to key client relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and pursue our business goals.

We expect to pursue acquisitions or other investments, which may require significant resources and may be unsuccessful.

Part of our business strategy is to acquire or make investments in other businesses, or acquire products and technologies, to complement our current business. Any future acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities, or incur debt. We may not be able to identify, negotiate or finance any future acquisition successfully. Even if we do succeed in acquiring a business, product, or technology, we have limited experience in integrating an acquisition into our business. Acquisitions involve many risks, any of which could disrupt our business and reduce the likelihood that we will receive the expected benefits of the acquisition, including:

difficulties in integrating the operations, technologies, services and personnel of acquired businesses,

ineffectiveness or incompatibility of acquired technologies or services,

diversion of management’s attention from other business concerns,

unavailability of favorable financing for future acquisitions,

potential loss of key employees of acquired businesses,

inability to maintain the key business relationships and the reputations of acquired businesses,

responsibility for liabilities of acquired businesses, and

increased fixed costs.

We may need additional financing in the future, which may not be available on favorable terms, if at all.

We may need additional funds to finance our operations, as well as to enhance our services, fund our expansion, respond to competitive pressures or acquire complementary businesses or technologies. However, our business may not generate the cash needed to finance such requirements. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our existing shareholders would be reduced, and these securities may have rights, preferences, or privileges senior to those of our common stock. If adequate funds are not available or are not available on acceptable terms, our ability to enhance our services, fund our expansion, respond to competitive pressures or take advantage of business opportunities would be significantly limited, and we might need to significantly restrict our operations.

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 three months ended September 30, 2008, we issued 2,650,000 shares of common stock to eight shareholders for total proceeds of $464,000. In addition, we issued 110,000 shares of common stock for services valued at $19,800, and 93,750 shares of convertible preferred stock for total proceeds of $150,000.

During the three months ended June 30, 2008, we issued 1,692,778 shares of common stock to nine shareholders for total proceeds of $323,200. In addition, we issued 62,712 shares of common stock for services valued at $44,528.

As of September 30, 2008, $270,000 in share value remains subscribed but unpaid.

ITEM 3. Defaults upon Senior Securities.

None

ITEM 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted during the period covered by this report to a vote of security holders.

ITEM 5. Other Information.

Transaction with FG Investment Holdings, LLC

The Agreement also requires the Company to appoint a director selected by FG Investment Holdings, LLC, to the Board of Directors of the Company.

ITEM 6. Exhibits

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


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-Q 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.

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 14, 2008

Chief Executive Officer

/s/ Patrick J. Summers

Patrick J. Summers / November 14, 2008

Chief Financial Officer