WASTEMASTERS INC
8-K, 1998-05-12
MISC DURABLE GOODS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

                                SCHEDULE 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):
                              April 25, 1998


                              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 No.                 Identification No.)
of incorporation)


                          PROMENADE II, SUITE 2545
                1230 PEACHTREE STREET, ATLANTA, GEORGIA 30309
             (Address of principal executive offices)(Zip Code)

                              (404) 881-5775
            (Registrant's telephone number, including area code)


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
- ---------------------------------------------
        DALLAS, TEXAS, May 5, 1998, . . . WASTEMASTERS, INC. (Nasdaq: WAST)
today announced that it has acquired the controlling interest in Atlas
Environmental, Inc. (OTC-ATEV) voting common stock from a group of Atlas
shareholders in exchange for 342,591 shares of WasteMasters common stock
valued at $3.00 per share. In connection with the transaction, four
additional members designated by WasteMasters were added to the Atlas board
of directors giving WasteMasters control of the board. Atlas is believed to
be the largest construction and demolition debris recycler and the largest
remediator of petroleum-contaminated soils in the State of Florida. Atlas,
which among other holdings owns four recycling facilities and a construction
and demolition debris landfill, generated revenues in 1997 in excess of $16
million.

        R. Dale Sterritt, Jr., Chairman, President and Chief Executive Officer
of WasteMasters, stated: "I look for undervalued assets. On those rare
occasions when an opportunity arises to acquire high quality assets at bargain
basement prices, I don't hesitate. Properly managed, Atlas has the potential
to become an enormously profitable entity. I fully intend to see to it that it
achieves nothing less than its full potential."
<PAGE>
        Atlas President, T. Alex Rigby, stated: "In January 1997, Atlas and
eleven of its subsidiaries filed petitions seeking reorganization under
Chapter 11 of the Federal Bankruptcy Code. Our reorganization has now taken a
giant step forward. I have no doubt that Dale and his team of entrepreneurial
managers will, in short order, accomplish great things for Atlas. I look
forward to the future with great anticipation now that we have the
aggressiveness and vision of WasteMasters behind us."

        WasteMasters is an emerging growth company in the field of
environmental services.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- ------------------------------------------
        Any financial statements that may be required by this item will be
filed by amendment not later than 60 days from the date of filing of this
initial Form 8-K.


                                 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 thereunto duly authorized.

        May 12, 1998

                               WASTEMASTERS, INC.
                                                 
                               By: /S/ R. Dale Sterritt, Jr.
                                   --------------------------
                                   R. Dale Sterritt, Jr.
                                   Chairman of the Board
                                 



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