10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

X .

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

For the quarterly period ended March 31, 2009.

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. X . Yes . No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). . Yes X . 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	X .

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

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: 52,476,309 shares of May 12, 2009.

FORM 10-Q

AIMS™ WORLDWIDE, INC.


INDEX	Page

PART I. Financial Information	3

Item 1. Consolidated Financial Statements	3

Condensed, Consolidated Balance Sheet at March 31, 2009 (Unaudited) and December 31, 2008 (Audited)	4

Condensed, Consolidated Statements of Operations for the Three Months Ended
March 31, 2009 and 2008 (Unaudited)	6

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit
– From January 1, 2009, through March 31, 2009 (Unaudited)	7

Condensed, Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2009 and 2008 (Unaudited)	8

Notes to Condensed, Consolidated Financial Statements (Unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3. Quantitative and Qualitative Disclosures About Market Risk	16

Item 4. Controls and Procedures	16

PART II. Other Information	17

Item 1. Legal Proceedings	17

Item 1A. Risk Factors	17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3. Defaults upon Senior Securities	19

Item 4. Submission of Matters to a Vote of Security Holders	19

Item 5. Other Information.	19

Item 6. Exhibits	19

Signatures	20

(Inapplicable items have been omitted)

PART I - Financial Information

ITEM 1. Financial Statements (unaudited)

The accompanying balance sheet of AIMS™ Worldwide, Inc. at March 31, 2009, and the related statements of operations, shareholders deficit and cash flows, for the three months ended March 31, 2009 and 2008 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 months ended March 31, 2009, are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

AIMS Worldwide, Inc.

Condensed, Consolidated Balance Sheets

Assets


		March 31		December 31
		2009		2008
		(Unaudited)
Current assets
Cash	$	66,493	$	145,440
Accounts receivable, net of allowances of $176,668		308,443		363,692
Loan from employee		73,726		76,500
Inventory		6,107		6,324
Prepaid expense		11,963		5,950
Work In Progress		72,000		-
Total current assets		538,732		597,906

Property and equipment
At cost, net of accumulated depreciation of $91,129		139,666		155,298

Other assets
Deposits		12,249		12,249
Other assets		60,000		78,722
Prepaid offering costs		402,064		402,064
Prepaid software costs		112,000		112,000
Goodwill, net of impairment of $87,431		3,908,755		3,908,755
Intangible assets, net of amortization of $770,509		1,450,529		1,540,413
Total other assets		5,945,597		6,054,203

Total assets	$	6,623,995	$	6,807,406

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Balance Sheets

Liabilities and Stockholders’ Deficit


		March 31		December 31
		2009		2008
		(Unaudited)
Current liabilities
Accounts payable	$	517,279	$	468,488
Accounts payable - related parties		92,714		92,714
Accrued expenses		130,423		96,316
Deferred revenue		35,934		23,234
Current portion of long term debt		351,765		354,104
Notes payable		1,586,333		1,633,659
Notes payable - related parties		1,374,218		1,045,971
Accrued interest payable		1,166,912		1,123,506
Accrued interest payable - related parties		921,836		906,711
Total current liabilities		6,177,413		5,744,702
Long term debt		216,230		221,362
Total liabilities		6,393,643		5,966,064
Minority interest		(298,701)		(235,734)

Stockholders' equity
Preferred stock held in escrow, $.001 par value,
20,000,000 shares authorized, 7,193,750 shares
issued and outstanding, including shares in escrow		7,194		7,194
Common stock, $.001 par value, 200,000,000 shares
authorized, 52,153,754 shares issued and outstanding		52,154		52,131
Additional paid-in capital – preferred stock		3,638,835		3,638,835
Additional paid-in capital – common stock		11,193,681		11,176,593
Stock subscription receivable		(252,500)		(252,500)
Deficit retained		(14,110,309)		(13,545,178)
Total stockholders' equity		529,054		1,077,075

Total liabilities and stockholders' equity	$	6,623,995	$	6,807,406

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Operations

(unaudited)


		Three Months Ended
		March 31,
		2009		2008


Revenue	$	941,489	$	1,244,213

Operating expenses
Cost of sales		184,762		31,845
General and administrative expenses		1,292,109		1,769,236
		1,476,871		1,801,081

Operating loss		(535,382)		(556,868)

Interest expense, net		(77,591)		(61,646)
Interest expense, net - related parties		(15,125)		(15,293)
Minority interest		62,967		34,327

Loss before provision for income taxes		(565,131)		(599,480)

Income taxes		-		-

Net loss		(565,131)		(599,480)


Basic and diluted loss per share	$	(0.01)	$	(0.01)

Weighted average number of
shares outstanding		52,133,279		45,249,522

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Changes in Shareholders’ Deficit

(unaudited)


		Pref	Pref Shares		Com	Com Shares	Com Shares	Com Shares
	Pref	Shares	Addl.	Com	Shares	Addl.	Stock	Held
	Shares	Par	Paid-in	Shares	Par	Paid-in	Subscr.	In	Deficit
	Shares	Value	Capital	Shares	Value	Capital	Rec'vble	Escrow	Retained	Total

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

Common stock issued for cash	-	-	-	6,161,111	6,161	1,055,113	(202,500)	-	-	858,774

Preferred stock issued for cash	93,750	94	49,906	-	-	-	-	-	-	150,000

Common stock issued
for services, including campaign
media buying
participants	-	-	-	1,383,593	1,384	200,994	-	-	-	202,378

Net loss for year	-	-	-	-	-	-	-	-	(1,274,507)	(1,274,507)

Balance, December 31, 2008	7,193,750	7,194	3,638,835	52,131,279	52,131	11,176,593	(252,500)	-	(13,545,178)	1,077,075

Common stock issued for cash	-	-	-	-	-	-	-	-	-	-

Preferred stock issued for cash	-	-	-	-	-	-	-	-	-	-

Common stock issued	-	-	-	22,515	23	8,812	-	-	-	8,835
for services

Warrants issued with debt financing	-	-	-	-	-	8,276	-	-	-	8,276

Net loss for period	-	-	-	-	-	-	-	-	(565,131)	(565,131)

Balance, March 31, 2009	7,193,750	$ 7,194	$3,638,835	52,153,794	$52,154	$11,193,681	$(252,500)	$ -	$(14,110,309)	$ 529,054

See accompanying notes to condensed, consolidated financial statements

AIMS Worldwide, Inc.

Condensed, Consolidated Statements of Cash Flows

(unaudited)


		Three Months Ended
		March 31,
		2009		2008
Cash flows from operating activities:
Net loss	$	(565,131)	$	(599,480)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		105,516		99,079
Loss (income) from equity investments		68,722		-
Loss (income) from minority interest		(62,967)		(34,327)
Stock issued to employees and others for services		17,111		48,230
		(436,749)		(486,498)
Changes in current assets and liabilities:
Accounts receivable and other current assets		(19,773)		(48,732)
Accounts payable and other current liabilities		131,224		238,941
Net cash used in operating activities		(325,298)		(296,289)

Cash flows from investing activities:
Purchase of equipment		-		(27,164)
Investment in subsidiaries and equity investments		(50,000)		-
Net cash provided by (used in) investing activities		(50,000)		(27,164)

Cash flows from financing activities:
Proceeds from sale of common stock		-		234,000
Offering costs for sale of stock		-		(221)
Proceeds of notes payable, net		345,000		74,007
Repayments of notes payable		(48,649)		-
Net cash provided by financing activities		296,351		307,786

Net increase (decrease) in cash		(78,947)		(15,667)

Cash, beginning of period		145,440		138,593
Cash, end of period	$	66,493	$	122,926

Cash paid during the period for:
Interest	$	25,910	$	17,755
Income taxes	$	-	$	-

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 ended March 31, 2009, 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-K, filed with the Securities and Exchange Commission for the year ended December 31, 2008.

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.

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 EQUITY TRANSACTIONS

During the three months ended March 31, 2009, we issued 22,515 shares of common stock for services valued at $8,835. 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. We also issued warrants valued at $8,276 as an expense related to a loan from a shareholder.

NOTE F: SEGMENT INFORMATION

We report the following information on our business segments as of and for the three months ended March 31, 2009:


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

Revenues	$	-	$	56,000	$	175,951	$	508,627	$	200,911	$	-	$	941,489

Loss from
operations	$	-	$	22,291	$	(83,009)	$	(132,034)	$	(9,117)	$	(333,512)	$	(535,382)

Net income (loss)	$	(58,531)	$	5,421	$	(91,206)	$	(76,960)	$	(10,343)	$	(333,512)	$	(565,131)

Identifiable assets, net	$	-	$	359,633	$	856,637	$	2,864,813	$	2,050,272	$	492,640	$	6,623,995

We report the following information on our business segments as of and for the three months ended March 31, 2008:


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

Revenues	$	-	$	16,896	$	226,824	$	618,633	$	381,860	$	-	$	1,244,213

Loss from
operations	$	-	$	3,740	$	(70,760)	$	(76,282)	$	57,700	$	(471,266)	$	(556,868)

Net income (loss)	$	(59,215)	$	3,770	$	(86,600)	$	(41,955)	$	55,786	$	(471,266)	$	(599,480)

Identifiable assets, net	$	-	$	308,511	$	1,026,559	$	2,987,235	$	2,091,266	$	409,677	$	6,823,248

NOTE G: RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2009, the Company obtained a 90-day loan totaling $200,000 from a primary shareholder (holds more than 5% of issued and outstanding). The original principal plus 2.5 percent per month interest remains due, in addition to $70,000 which remains unpaid to the spouse of a related party, at March 31, 2009.

NOTE H: CONVERTIBLE PREFERRED EQUITY AND CONTINGENCY

As of March 31, 2009, 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.

The Company is in discussions with several investment groups to provide replacement financing. However, there is no guarantee or assurance that these discussions will result in a financing alternative that can be obtained on reasonable terms or at all.

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.

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, #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, 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 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.

AIMSolutions during the past six 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.

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 2009. 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.

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 four employees, and, including our operating subsidiaries, has a total of approximately twenty-eight employees. We plan to hire additional personnel on an as-needed basis as our operations expand. As of March 31, 2009, 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, 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 March 31, 2009 and 2008

We had $941,489 in revenue for the three months ended March 31, 2009, compared with $1,244,213 in revenue for the same three month period of 2008. Cost of sales was $184,762, leaving a gross profit of $756,727 for the three month period of 2008 compared to cost of sales of $31,845 and a gross profit of $1,212,368 for the same three month period of 2008.

Our general and administrative expenses were $1,292,109 for three months ended March 31, 2009, compared to general and administrative expense of $1,769,236 for the same period in 2008.

Our operating loss for the three months ended March 31, 2009, was $535,382 compared to $556,868 for the same period in 2008.

Our first quarter 2009 operating results were positively impacted by the Sylvan Learning Center contract obtained via Street Fighter Marketing and AIMSolutions and from political consulting by IKON because of the stimulus package from the Obama administration. Our results were negatively impacted by a general slower economy and the cautious strategies employed in the nonprofit industries which affected Target America first-quarter results.

Despite the slow economic factors, our results were as we had previously forecast - our first quarter is usually the slowest quarter of the year. We anticipate that revenues will improve throughout the rest of 2009, particularly in the third and fourth quarters because of IKON's campaign and election consulting and because of increased activity in the nonprofit sector which will have a positive impact on Target America.

Expenses were as forecasted with a reduction in contractor fees, payroll, and other overhead costs. We anticipate frugal business operations for the remainder of the year, keeping monthly expenses at first-quarter level and, because of our expected improvement in revenue, we expect to meet positive 2009 EBITDA goals.

Earnings before interest, taxes, depreciation, amortization, impairment, and miscellaneous non-operating adjustments

The following table calculates first quarter 2009 earnings before interest, taxes, depreciation, amortization, and impairment are deducted and miscellaneous non-operating adjustments are made:


Revenue	$	941,489

Cost of Sales		184,762
General and administrative expenses *		1,186,838
Minority interest		(62,967)

EBITDA	$	(367,174)

* General and administrative expenses do not include interest, taxes, depreciation, amortization, impairments, and miscellaneous non-operating adjustments.

Financial Advisory and Investment Banking Services

On February 4, 2009, the Company entered into an agreement with Maxim Group, LLC to provide general financial advisory and investment banking services. The agreement is effective until terminated by 30 days written notice by either party after June 30, 2009. As consideration for Maxim’s services, the Company will pay a non-refundable monthly fee of $10,000 for the term of the agreement. In addition, among other terms and conditions, the Company will issue to Maxim or its designees warrants to purchase three percent (3%) of the total shares outstanding of the common stock of the Company as of February 4, 2009. The warrants entitle Maxim to purchase common stock of the Company at an initial exercise price equal to a price to be determined based on then current market price. The warrants expire February 4, 2014, and are not exercisable until at least 6 months and 1 day after February 4, 2009. The warrants contain a cashless exercise provision and unlimited piggyback registration rights.

Letter of Intent for Potential Acquisition

On February 27, 2009, the Company entered into a non-binding letter of intent for the purchase of BrandStand Group, Inc. The acquisition could be consummated upon completion of satisfactory due diligence, agreement as to definitive terms, and securing the necessary financing.

Liquidity and Capital Resources

At March 31, 2009, we had total current assets of $538,732 consisting of $66,493 in cash, $308,443 accounts receivable, $6,107 of inventory and $11,963 in prepaid expenses. Equipment, net of accumulated depreciation was $139,666 and other assets included $1,450,529 in net intangible assets and $3,908,755 in goodwill.

Our liabilities at March 31, 2009, totaled $6,393,643 and consisted of $609,993 in accounts payable, $35,934 in deferred revenue, $1,249,218 in notes payable to related parties, $921,836 in accrued interest payable to related parties, $1,711,333 in notes payable and $1,166,912 in accrued interest, most of which is attributed to KCAA debt.

On March 10, 2009, primary shareholder Charles Brunie lent the Company $200,000 due in 90 days or within fifteen days after the Company receives additional funding, bearing an interest rate of 2 1/2 percent per month.

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. We will have to raise additional capital 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 Company business 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 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This term refers to the controls and procedures of a Company that are designed to ensure 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 the required time periods. Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. During Management's evaluation of the effectiveness of internal controls, Management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under COSO, management concluded that our internal control over financial reporting was not effective as of December 31, 2008, due to control deficiencies in three areas that we believe should be considered material weaknesses. A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

1) The company did not sufficiently segregate duties over incompatible functions.

The company’s inability to sufficiently segregate duties is due to a lack of accounting staff. Further, management has increased the frequency of independent reconciliations of significant accounts, which mitigates the lack of segregation of duties until the accounting department is fully staffed.

Also, during 2008, the CFO has also been the Controller for the subsidiaries, which has increased the level of control over the accounting function. However, this also increased the concentration of risk that a material misstatement of the financial statements will not be prevented or detected due to the lack of segregation of duties.

2) In conjunction with the lack of segregation of duties, the company did not institute specific anti-fraud controls.

While management found no evidence of fraudulent activity, the chief accounting officer has access to both accounting records and corporate assets, principally the operating bank account. Management believes this exposure to fraudulent activity is not material either to the operations of the company or to the financial reporting; however, management has instituted Key Controls specifically designed to prevent and detect—on a timely basis—any potential loss due to fraudulent activity.

Further, the nature of the autonomous subsidiaries is such that the subsidiaries’ management may fail to report accurately and timely significant transactions.

The CEO and CFO have been working with the subsidiaries more closely and continue to integrate a review and approval process to mitigate the possibility that transactions may go unreported.

3) The subsidiaries accounting staff lack the depth of accounting education and knowledge to properly apply Generally Accepted Accounting Principles.

As stated above, the CFO’s duties have increased in respect to the direct supervision of the subsidiaries’ accounting staff, which management believes is sufficient to mitigate the lack of expertise to properly apply GAAP. This Key Control will be strengthened when the accounting function is fully staffed.

Management believes that the reason for three weaknesses noted above is the lack of accounting staff at the corporate level and lack of experienced accounting staff at the subsidiary level. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company's financial statements for the current reporting period.

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. Management, working with its counsel, expects the matter to be settled in favor of the Company.

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 $565,131 during the first quarter of 2009. We do not expect to have consistent profitable operations until later in 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, and

maintain our reputation and build trust with our clients.

locate, negotiate, and assimilate core competency acquisitions

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 tough 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 March 31, 2009, we issued 22,515 shares of common stock to one shareholder services valued at $8,835. Fair value of shares issued for services was determined by the board of directors in relation to the fair market value on the date the shares were issued. We also issued warrants valued at $8,276 as an expense related to a loan from a shareholder.

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.

None

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. / May 15, 2009

Chief Executive Officer

/s/ Patrick J. Summers

Patrick J. Summers / May 15, 2009

Chief Financial Officer