UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM 15

       Certification and Notice of Termination of Registration under
          Section 12(g) of the Securities Exchange Act of 1934 or
      Suspension of Duty to File Reports Under Sections 13 and 15(d)
                  of the Securities Exchange Act of 1934.

                                           Commission File No. 0-27134

                              AIR ENERGY, INC.
                       -----------------------------
           (Exact name of registrant as specified in its charter)

     242 N. Cannon Drive, 3rd Floor, Beverly Hills, CA, (310) 285-5200
      ---------------------------------------------------------------
       (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive office)

                       Common Stock, $.001 par value
                         --------------------------
         (Title of each class of securities covered by this Form)

                                    None
                                    ----
       (Titles of all other classes of securities for which a duty
          to file reports under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(1)(i)      [X]        Rule 12h-3(b)(1)(i)      [_]
       Rule 12g-4(a)(1)(ii)     [X]        Rule 12h-3(b)(1)(ii)     [_]
       Rule 12g-4(a)(2)(i)      [_]        Rule 12h-3(b)(2)(i)      [_]
       Rule 12g-4(a)(2)(ii)     [_]        Rule 12h-3(b)(2)(ii)     [_]
                                           Rule 15d-6               [_]

     Approximate number of holders of record as of the certification or notice
date: 148
      ----------
     Pursuant to the requirements of the Securities Exchange Act of 1934, Air
Energy, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:     October 18, 1999            AIR ENERGY, INC.


                                   By:/s/Marcia Allen
                                   Name:  Marcia Allen
                                   Title: President and
                                          Chief Executive Officer