UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10 QSB

            Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


            For the quarterly period ended           September 30, 1999

            Commission file Number                   0-24987


                             AEI ENVIRONMENTAL, INC.

             (Exact Name of Registrant as Specified in its Charter)


                                     COLORADO
                (State or Other Jurisdiction of Incorporation)



                0-24987                                05-0499525
        (Commission File Number)         (I.R.S. Employer Identification Number)

   105 East First Street, Hinsdale, IL                   60521
(Address of Principal Executive Offices)               (Zip code)


                                  (630) 325-6900
             (Registrant's Telephone Number, Including Area Code)


                               CHUHAK &TECSON, P.C.
                      225 WEST WASHINGTON STREET, SUITE 1300
                              CHICAGO, IL 60606-3418
             ---------------------------------------------------
                     (Name and Address of agent for service)

<PAGE>

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.

                         YES [X]        NO [  ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

Common Stock, $.001 Par Value - 10,271,780 as of
September 30, 1999.


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

                           FORWARD LOOKING STATEMENTS

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

THIS FORM 10-QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AEI ENVIRONMENTAL, INC. (HEREINAFTER REFERRED TO AS "AEI" AND/OR
"COMPANY" AND/OR "REGISTRANT") 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 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 AS EXHIBIT 99.1 TO THIS FORM 10-QSB, 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.

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PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


<PAGE>


                           AEI ENVIRONMENTAL, INC.

                            FINANCIAL STATEMENTS

                         FOR THE THREE MONTHS ENDED

                      SEPTEMBER 30, 1999 AND THE PERIOD

                  FROM JANUARY 1, 1999 TO SEPTEMBER 30, 1999

<PAGE>


                          AEI Environmental, Inc.
                       (A Development Stage Company)
                               BALANCE SHEET
                            September 30, 1999


                                   ASSETS

CURRENT ASSETS
 Cash and Cash Equivalents                  $     97,378
 Other Current Assets                            (93,108)

          Total Current Assets              $      4,270


TOTAL FIXED ASSETS                                28,458

TOTAL OTHER ASSETS
 A/D-Other Intangibles                            (1,055)
 A/D-Non Compete Agreement                       (16,421)
 A/D-Goodwill                                    (22,449)
 A/A-Organization Costs                           (1,737)
 Other Intangibles                                35,000
 LT Notes Receivable                             150,000
 Organizational Costs                           (230,556)
 Research & Development                        1,394,689
 Security Deposits                                 5,073


          TOTAL ASSETS                      $  1,345,073

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

          Total Current Liabilities         $     (3,722)

STOCKHOLDERS' EQUITY
     Common Stock, no par value
      40,000,000 Shares Authorized
      10,271,780 issued and outstanding          541,000
     Preferred Stock, $100 par value,
      10,000,000 Shares Authorized                     -

          Total Stockholders' Equity           1,337,869

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                       $  1,345,073


<PAGE>

                          AEI Environmental, INC.
                       (A Development Stage Company)

                         STATEMENTS OF OPERATIONS
              For the Three Months ended September 30, 1999

                                       Three Months
                                       ended
                                       September 30, 1999

Revenue
                                       $            -

Expenses
 Legal Fees                                     1,443
 Other Professional Fees                       80,000
 Miscellaneous Office Expense                  15,000
 Rent                                          12,090
 Wages and Salaries                           141,079

          Total Expenses                      272,421


          NET LOSS                      $    (299,049)

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                             AEI ENVIRONMENTAL, INC.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


September 30, 1999

=====================================
NINE MONTHS ENDING SEPTEMBER 30, 1999
=====================================

The following information should be read in conjunction with the historical
financial information included in Item 1 of this Quarterly Report.

NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121") issued by the FASB, is effective for financial statements for
fiscal years beginning after December 15, 1995. The standard establishes new
guidelines regarding when impairment losses on long-lived assets, which
include plant and equipment, certain identifiable intangible assets, and
goodwill, should be recognized and how impairment losses should be measured.

The Company does not expect adoption to have a material effect on its
financial position or results of operations.

     Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective for
specific transactions entered into after December 15, 1995. The disclosure
requirements of SFAS 123 are effective for financial statements for fiscal
years beginning no later than December 15, 1995. The new standard established
a fair value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. The Company does not expect adoption to
have a material effect on its financial position or results of operations.

<PAGE>

Liquidity and Capital Resources

     The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources
or stockholder's equity.  The Company's balance sheet as of September 30,
1999, reflects a total asset value of $1,345,073.  The Company currently
has no line of credit.

Results of Operations

     During the period from January 1, 1998 through September 30, 1999,
the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934,
as amended.  No revenues were received by the Company during this period.

     For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934.

Need for Additional Financing

     The Company believes that its existing capital will be sufficient
to meet the Company's cash needs, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act of
1934, as amended, for a period of approximately one year.   There is no
assurance, however, that the available funds will ultimately prove to be
adequate to allow it to fully execute its business plan, and, the Company's
needs for additional financing are likely to increase substantially.

<PAGE>

PART II  OTHER INFORMATION


ITEM 1.  Legal Proceedings

          Neither the Registrant nor any of its affiliates are a
          party, nor is any of their property subject, to material
          pending legal proceedings or material proceedings known
          to be contemplated by governmental authorities.


ITEM 2.  Changes in Securities

          None


ITEM 3.  Defaults Upon Senior Securities

          None


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

          On September 13, 1999, the Company completed a merger with Oak Brook
          Capital I, Inc., ("OBC") a fully reporting 1934 Act public SEC
          shell company, which immediately thereafter changed its name to
          AEI Environmental, Inc.  The merger was done specifically to
          enhance the Company's ability to have several options for future
          capital formation and to aid in attracting additional key employees.
          The NASD 15c211 disclosure form has been filed with the National
          Association of Securities Dealers (NASD) and the Company is
          expecting to begin OTC trading before the end of the calendar year.

          The Company is currently negotiating a private placement of a $4
          million convertible preferred stock issue with an institutional
          investor.


ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8 K

         a.  Exhibits

             Exhibit 27. Financial Data Schedule

         b.  Reports on Form 8 K

             -Filed on September 30, 1999, Item 1 and 2, Change of Control,
              Plan of Merger.

INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT      NO      DESCRIPTION

<S>          <C>     <C>


#            3.1     Articles of Incorporation of the Registrant, as amended;

#            3.2     Bylaws of the Registrant;

#            4.1     Instruments Defining Rights of Security Holders/Minutes
                     of Annual/Special Meetings of the Registrant;

#           10.1     Issuance of Restricted Shares from Authorized Shares

#           23.1     Consent of Mark T. Thatcher, P.C.;

x           27       Financial Data Schedule

x           99.1     Safe Harbor Compliance Statement

_______________________
x     Filed herewith.

#     Incorporated by reference from the Registrant's Amendment No. 3 to the
      Registration Statement filed on Form 10-SB on or about July 29, 1999.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         AEI ENVIRONMENTAL, INC.

                         /s/ Mark Margason

DATE: November 15, 1999  By:    MARK MARGASON
                         Name:  MARK MARGASON
                         Title: Vice Chairman


</TABLE>