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                               EXHIBIT 99.1


                     SAFE HARBOR COMPLIANCE STATEMENT

             PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                     SAFE HARBOR COMPLIANCE STATEMENT
                     FOR FORWARD-LOOKING STATEMENTS


In passing the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress encouraged
public companies to make "forward-looking statements" by creating a safe
harbor to protect companies from securities law liability in connection with
forward-looking statements. AEI Environmental, Inc. ("AEI" or the "Company")
intends to qualify both its written and oral forward-looking statements for
protection under the Reform Act and any other similar safe harbor provisions.

"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on
various expectations and assumptions concerning future events and they are
subject to numerous known and unknown risks and uncertainties which could
cause actual events or results to differ materially from those projected. Due
to those uncertainties and risks, the investment community is urged not to
place undue reliance on written or oral forward-looking statements of AEI. The
Company undertakes no obligation to update or revise this Safe Harbor
Compliance Statement for Forward-Looking Statements (the "Safe Harbor
Statement") to reflect future developments. In addition, AEI undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time.

AEI provides the following risk factor disclosure in connection with its
continuing effort to qualify its written and oral forward-looking statements
for the safe harbor protection of the Reform Act and any other similar safe
harbor provisions. Important factors currently known to management that could
cause actual results to differ materially from those in forward-looking
statements include the disclosures contained in the Quarterly Report on Form
10-QSB to which this statement is appended as an exhibit and also include the
following:

                        FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AEI ENVIRONMENTAL, INC. (HEREINAFTER REFERRED TO AS "AEI" AND/OR "COMPANY") OR
ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE

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SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2
AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING
THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF AEI AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-
LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED ASEXHIBIT 99.1 TO THIS FORM 10QSB, AND
ARE HEREBY INCORPORATED HEREIN BY REFERENCE.

THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED
EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

                              RISK FACTORS

1. Year 2000.

The Company's currently installed computer systems, software products or other
business systems, and those of the Company's customers, vendors or resellers,
working either alone or in conjunction with other software or systems, have
experienced no significant problems in  accepting input of, storing,
manipulating and/or processing dates for the years 1999, 2000 or thereafter
without error or interruption (commonly known as the "Year 2000" problem).


2. Control by Principal Shareholders, Officers and Directors.

The Company's principal shareholders, officers and directors beneficially own
approximately forty-six (46%) of the Company's Common Stock.  As a result,
such persons may have the ability to control the Company and direct its
affairs and business.  Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of the Company.


3. Conflicts of Interest.

Certain conflicts of interest exist between the Company and its officers and
directors.  They have other business interests to which they devote their
attention, and they may be expected to continue to do so although management
time should be devoted to the business of the Company.  As a result, conflicts
of interest may arise that can be resolved only through their exercise of such
judgment as is consistent with his fiduciary duties to the Company.

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4. Possible Need for Additional Financing.

The Company has limited funds, and such funds may not be adequate to take
advantage of any available business opportunities.  The ultimate success of
the Company may depend upon its ability to raise additional capital. The
Company has not investigated the availability, source, or terms that might
govern the acquisition of additional capital and will not do so until it
determines a need for additional financing.  If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company.  If
not available, the Company's operations will be limited to those that can be
financed with its modest capital.


5. Regulation of Penny Stocks.

The Company's securities, when available for trading, will be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other
than established customers or accredited investors.  For purposes of the rule,
the phrase "accredited investors" means, in general terms, institutions with
assets in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000).  For transactions covered
by the rule, the broker-dealer must make a special suitability determination
for the purchaser and receive the purchaser's written agreement to the
transaction prior to the sale.  Consequently, the rule may affect the ability
of broker-dealers to sell the Company's securities and also may affect the
ability of purchasers to sell their securities in any market that might
develop.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks."  Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of 1934, as amended.  Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities.  The rules may further affect the ability of
owners of shares to sell the securities of the Company in any market that
might develop for them.

Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv)
excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the

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resulting inevitable collapse of those prices and with consequent investor
losses.  The Company's management is aware of the abuses that have occurred
historically in the penny stock market.  Although the Company does not expect
to be in a position to dictate the behavior of the market or of broker-dealers
who participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.


6. No Operating History.

The Company has no significant operating history and limited revenues from
operations.   The Company faces all of the risks of a new business and the
special risks inherent in the investigation, acquisition, or involvement in a
new business opportunity.  The Company must be regarded as a new or "start-up"
venture with all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.


7. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative size of
the acquisition.  The time and additional costs that may be incurred by some
target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.


8. Lack of Diversification.

Because of the limited financial resources that the Company has, it is
unlikely that the Company will be able to diversify its acquisitions or
operations.  The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated
with the Company's operations.


9. Indemnification of Officers and Directors.

The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances,
against attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or activities
on behalf of the Company.  The Company will also bear the expenses of such
litigation for any of its directors, officers, employees, or agents, upon such

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person's promise to repay the Company therefore if it is ultimately determined
that any such person shall not have been entitled to indemnification.  This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.

10. Director's Liability Limited.

The Company's Articles of Incorporation exclude personal liability of its
directors to the Company and its stockholders for monetary damages for breach
of fiduciary duty except in certain specified circumstances.  Accordingly, the
Company will have a much more limited right of action against its directors
than otherwise would be the case.  This provision does not affect the
liability of any director under federal or applicable state securities laws.

11. No Foreseeable Dividends.

The Company has not paid dividends on its Common Stock and does not anticipate
paying such dividends in the foreseeable future.

12. No Public Market Exists.

There is no public market for the Company's Common Stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a market
should develop, the price may be highly volatile.  Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon
the market price of the securities offered hereby.  Owing to the low price of
the securities, many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the
selling price.  Further, many lending institutions will not permit the use of
such securities as collateral for any loans.

13. Rule 144 Sales.

All of the outstanding shares of Common Stock held by present stockholders are
"restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.  As restricted shares, these shares may be resold
only pursuant to an effective registration statement or under the requirements
of Rule 144 or other applicable exemptions from registration under the Act and
as required under applicable state securities laws.  Rule 144 provides in
essence that a person who has held restricted securities for a prescribed
period may, under certain conditions, sell every three months, in brokerage
transactions, a number of shares that does not exceed the greater of 1.0% of a
company's outstanding common stock or the average weekly trading volume during
the four calendar weeks prior to the sale.

As a result of revisions to Rule 144 which became effective on or about April
29, 1997, there will be no limit on the amount of restricted securities that
may be sold by a nonaffiliated shareholder after the restricted securities have
been held by the owner for a period of two years.  A sale under Rule 144 or \
under any other exemption from the Act, if available, or pursuant to subsequent
registrations of shares of Common Stock of present stockholders, may have a
depressive effect upon the price of the Common Stock in any market that may
develop.

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14. Blue Sky Considerations.

Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
persons who desire to purchase them in any trading market that might develop
in the future, should be aware that there may be significant state blue-sky
law restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities.