WASTEMASTERS INC
8-K, 1997-05-14
MISC DURABLE GOODS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported): May 8, 1997

                               WASTEMASTERS, INC.

             (Exact name of registrant as specified in its charter)

                Maryland             0-12914           52-1507818

             (State or other       (Commission        (IRS Employer
             jurisdiction of)      File Number)     Identification No.)

           11940 Coman Road, Waldron, Michigan                      49288
           (Address of Principal Executive Offices)              (Zip Code)

       Registrant's telephone number, including area code: (800)408-7274

<PAGE>

Item 1. Changes in control of Registrant

        On  May  8,  1997  the Company released the following press release that
states:

            WASTEMASTERS, INC. ARRANGES NEW FINANCING AND TERMINATES
                    AGREEMENT WITH STRATEGICA CAPITAL CORP.

BALTIMORE, MD-May 8th, 1997 - WasteMasters,  Inc. (NASDAQ  SmallCap:  WAST)  has
received  $300,000  in  capital  from the proceeds of a private placement of the
Company's common stock. The funds will be used to meet the  Company's  immediate
working  capital  requirements.  The  Company  simultaneously  has retained Star
Funding, Inc. of Lexington, MA to obtain $6,000,000 of long term debt financing.
The proceeds from the debt financing will  be  used  to  develop  the  Company's
existing  landfills,  acquire  other  waste  processing  sites  and  for working
capital. The funding and closing of the loan will be  subject  to  the  Lender's
satisfactory due diligence.

        In a separate transaction, the Company announced it has  terminated  the
Memorandum of Understanding with Strategica Capital  Corporation  ("Strategica")
of  Miami,  Florida which was to provide a $4,000,000  line  of  credit  to  the
Company. The closing was subject to Strategica completing its due diligence  and
restructuring the existing indebtedness of the Company to creditors  other  than
Strategica, on terms satisfactory to the Company and Strategica.

        WasteMasters, Inc. Chairman, A. Leon Blaser, Ph.D. stated "The financing
contemplated with Strategica Capital was to stabilize the Company and build long
term value for our stockholders. It is unfortunate that the Company  was  unable
to structure the financing in such a way that it would be in the  best long term
interests of the Company's shareholders."

For more information contact:

Richard Masters
President & CEO
WasteMasters, Inc.
11940 Coman Road
Waldron, Michigan 49288
(800)408-7274


                                   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 hereon to duly authorized.

                                      WASTEMASTERS, INC.

Date: May 14, 1997                    By:  /s/ Richard Masters
                                           _____________________________
                                           Richard Masters
                                           President and Chief Executive Officer




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