WASTEMASTERS INC
NT 10-Q, 1997-11-14
MISC DURABLE GOODS
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                     U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                   Form 12b-25
                           Notification of Late Filing

                                   (Check One):

                [ ] Form 10-KSB    [  ] Form 11-K     [  ] Form 20-F
                         [X] Form 10-QSB   [  ] Form N-SAR


                 Pursuant to Rule 12b-25 (17 CFR 240, 12b-25) of the
                       General Rules and Regulations under the
                          Securities Exchange Act of 1934


                       For Period Ended:  September 30, 1997


Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: 
______________________________________________________________________________
______________________________________________________________________________

Part I - Registrant Information
- -------------------------------

     Full Name of Registrant:  WasteMasters, Inc.

     Address of Principal Executive Office:  Promenade II, Suite 2545
                                             1230 Peachtree Street
                                             Atlanta, Georgia 30309


Part II - Rules 12b-25 (b) and (c)
- ----------------------------------

If the subject report could not be filed without unreasonable effort or
expense the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

     [X] (a)  The reasons described in reasonable detail in Part III of
              this form could not be eliminated without unreasonable effort
              or expense;

     [X] (b)  The subject annual report or semi-annual report/portion therof
              will be filed on or before the fifteenth calendar day following
              the prescribed due date; or the subject quarterly report/portion
              thereof will be filed on or before the fifth calendar day
              following the prescribed due date; and
<PAGE>
     [ ] (c)  The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.


Part III - Narrative
- --------------------

[State below in reasonable detail the reasons why the form 10-K, 11-K,
20-F, 10-Q or N-SAR or portion thereof could not be filed within the
prescribed time period.]

The Form 10-QSB Report for the quarter ended September 30, 1997 could not be
filed within the prescribed time period due to a stock transaction that
occurred toward the end of the quarter. The Company entered into a Stock
Issuance and Stock Purchase Agreement with Continental Investment Corporation
on September 6, 1997. Due to the time required to compile and reconcile all
of the necessary accounting information and to obtain proper financial
consultation to properly account for the transaction in accordance with
General Accepted Accounting Principles, additional time is necessitated for
preparation of the 10-QSB Report.

The reasons enumerated above, causing the inability to file timely, could not
be eliminated by the Registrant without unreasonable effort or expense.


Part IV - Other Information
- ---------------------------

(1)  Name and telephone number of person to contact in regard to this
     notification

      G. Michael Lawshe             214                   691-1100
     ---------------------      -----------          ------------------
           (Name)               (Area Code)          (Telephone Number)


(2)  Have all other periodic reports required under
     section 13 or 15(d) of the Securities Exchange
     Act of 1934 or section 30 of the Investment
     Company Act of 1940 during the preceding 12        [X] Yes   [ ] No
     months or for such shorter period that the
     registrant was required to file such report(s)
     been filed? If the answer is no, identify
     report(s).

(3)  Is it anticipated that any significant change
     in results of operations from the corresponding
     period for the last fiscal year will be reflected
     by the earnings statements to be included in the
     subject report or portion thereof?                 [ ] Yes   [X] No
     If so: attach an explanation of the anticipated
     change, both naratively and quantitatively, and,
     if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.
     (See Attachment 1)

<PAGE>
WasteMasters, Inc. (Name of Registrant as specified in charter) has caused
this notification to be signed on its behalf by the undersigned thereunto
duly authorized.


Date: November 14, 1997     By: /S/ G. Michael Lawshe
                                ----------------------------
                                 G. Michael Lawshe
                                 Corporate Secretary






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