U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 12b-25
Notification of Late Filing
(Check One):
[X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] 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: December 31, 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>
[X] (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.]
WasteMasters, Inc. appointed Turner, Jones & Associates, p.c. on
February 5, 1998, as independent certified public accountants to report on
the financial statements for the year ended December 31, 1997.
The Company has endeavored to obtain the necessary information to meet
the filing requirements for Form 10-KSB, both as to form and timeliness.
However, Turner, Jones & Associates, p.c. has been unable to complete the final
audit by March 31 due to them not completing the necessary information
relating to the Company's investment transaction with Continental Investment
Corporation.
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: March 31, 1998 By: /S/ G. Michael Lawshe
----------------------------
G. Michael Lawshe
Corporate Secretary
<PAGE>
ACCOUNTANT'S STATEMENT
Turner, Jones & Associates, p.c. 108 Center Street North, 2nd Floor
Certified Public Accountants Vienna, VA 22180-5769
703 242-6500
Fax 703 242-1600
March 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC
Gentlemen:
We were appointed by WasteMasters, Inc. on February 5, 1998 as independent
certified public accountants to report on the financial statements for the
year ended December 31, 1997.
We have endeavored, with the full cooperation of the Company, to obtain the
necessary information to meet the filing requirements for Form 10-KSB, both as
to form and timeliness. However, we have been unable to complete the final
audit by March 31, because of certain legal documents and other information
requirements needed to complete the accounting related to the Company's
investment transaction with Continental Investment Corporation. This
information has just been received and we are in the process of finalizing
the audit.
Sincerely,
Stephen M. Turner, CPA
President
