As filed with the Securities and Exchange Commission on
February 23, 1999
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WASTEMASTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1507818
(State of Incorporation) (I.R.S. Employer ID No.)
1117 Perimeter Center West, Suite 500 East,
Atlanta, Georgia 30338
(404) 888-0158
(Address and Telephone Number of
Principal Executive Offices)
1999 Employee, Consultant and Advisor Stock Compensation Plan
(Full title of the plan)
Michael J. Smith, President
WasteMasters, Inc.
1117 Perimeter Center West, Suite 500 East
Atlanta, Georgia 30338
Telephone: (404) 888-0158
(Name and address of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Mottern, Fisher & Rosenthal, P.C.
2300 Northlake Centre Drive, Suite 200
Tucker, Georgia 30084
Telephone: (770) 496-4565
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CALCULATION OF REGISTRATION FEE
========================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
---------- ------------- --------- ---------- ------------
Common 5,000,000 $0.3125 $1,562,500 $434.38
Stock shares
(1) Calculated based on Rule 457 under the Securities Act of 1933, as
amended, solely for the purposes of calculating the registration fee and
based upon the closing bid price of the Common Stock as reported through
the NASDAQ SmallCap Market on February 22, 1999.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of shares
of Common Stock to be offered and sold pursuant to the antidilution
provides of the 1999 Employee, Consultant and Advisor Stock Compensation
Plan.
<PAGE>
PART I
ITEM I. Plan Information.
Not required to be filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
registration statement:
(a)Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;
(b)Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
(c)all other reports, if any, filed by the Registrant pursuant to Section
13(a) of the Securities Exchange Act of 1934 since the end of the fiscal
year ended December 31, 1997.
(d)from the date of filing of such documents, all documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and before the filing of a post-effective
amendment to this Registration Statement that indicates that all
securities covered by the Registration Statement have been sold or that
deregisters all securities covered by the Registration Statement then
remaining unsold.
ITEM 4. Description of Securities.
The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. Interests of Named Experts and Counsel.
Counsel for the Registrant, Mottern, Fisher & Rosenthal, P.C., has
rendered an opinion to the effect that the Common Stock offered hereby,
if and when issued in accordance with the Plan, will have been validly
issued, fully paid, and nonassessable. Mottern, Fisher & Rosenthal, P.C.
expects that it may be offered shares registered under this Registration
Statement in payment of the Registrant's obligations to the firm.
ITEM 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides that
a corporation may indemnify its directors or officers and may purchase
and maintain liability insurance for those persons as and to the extent
permitted thereby.
Article V of the By-Laws of the Company provides for indemnification
of the Registrant's directors and officers in connection with the defense
of any litigation to which they may be a party because they were
directors or officers of the Registrant except where the director or
officer has been adjudged liable to the Registrant for negligent or
misconduct in the performance of his or her duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Maryland General
Corporation Law, the Registrant's Certificate of Incorporation, the
Registrant's By-Laws or any indemnification agreements of the Registrant
with its directors and officers, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit No. Exhibit
4.1 WasteMasters, Inc. 1999 Employee, Consultant and
Advisor Stock Compensation Plan
4.2 Form of Stock Payment Agreement under 1999 Employee,
Consultant and Advisor Stock Compensation Plan
5 Opinion re Legality
23.1 Consent of Turner, Jones & Associates, P.C. to the use
of its opinion included in the Annual Report of the
Registrant on Form 10-KSB for the fiscal year ended
December 31, 1997.
23.2 Consent of Mottern, Fisher & Rosenthal, P.C. to the
filing of its opinion with respect to the legality of
the securities being registered hereby (included in
Exhibit No. 5)
ITEM 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on February 22, 1999.
WASTEMASTERS, INC.
By: /s/ Leon Blaser
Leon Blaser
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Leon Blaser Chairman and Chief February 22, 1999
Executive Officer
/s/ Michael J. Smith Director and President February 22, 1999
/s/ Douglas Holsted Director, Secretary and February 22, 1999
Chief Financial Officer
Exhibit 4.1
WasteMasters, Inc.
1999 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
1. Purpose; Effectiveness of the Plan.
(a) The purpose of this Plan is to advance the interests of the Company
and its Stockholders by permitting the Company to discharge, through the
issuance of shares of Stock, certain liabilities for compensation due to
employees, consultants, and advisors for services rendered.
(b) This Plan will become effective on the date of its adoption by the
Board, and will remain in effect until terminated by the Board under
section 8 hereof.
2. Certain Definitions. Unless the context otherwise requires,
the following defined terms (together with any other capitalized terms
defined elsewhere in this Plan or in a Stock Payment Agreement entered
into under the Plan) will govern the construction of this Plan, and of
any such Stock Payment Agreement:
"1933 Act" means the federal Securities Act of 1993, as amended;
"Board" means the Board of Directors of the Company;
"Code" means the Internal Revenue Code of 1986, as amended;
"Company" means WasteMasters, Inc., a Maryland corporation;
"Eligible Person" has the same meaning as the term "employee" in Form S-
8, except that the term "Eligible Person" does not include any person
within the definition of the term "affiliate" under Rule 144 under the
1993 Act.
"Fair Market Value" means, with respect to securities as of any date, the
market price of such securities determined as follows:
(i) If the securities were traded on a national securities
exchange on the date In question, then the Fair Market Value will be
equal to the closing price reported by the applicable composite-
transactions report for such date;
(ii) If the securities were traded over-the-counter on the
date in question and the last-transaction reporting was available for the
securities, then the Fair Market Value will be equal to the last-
transaction price reported for such date;
(iii) If the securities were traded over-the-counter on the
date in question but last-transaction reporting was not available for the
securities, then the Fair Market Value will be equal to the average of
the last reported representative bid and asked prices quoted for such
date; and
(iv) If none of the foregoing provisions is applicable, then
the Fair Market Value will be determined by the Board in good faith on
such basis as it deems appropriate.
"Form S-8" means Form S-8 as adopted by the U.S. Securities and
Exchange Commission.
"Participant" means an Eligible Person to whom Stock is issued
hereunder;
"Plan" means this 1999 Employee, Consultant and Advisor Stock
Compensation Plan of the Company;
"Stock" means shares of the Company's Common Stock, $0.01 par
value;
"Stock Payment Agreement" means an agreement between the
Company and a Participant, in form and substance satisfactory to the
Board in its sole discretion, consistent with this Plan;
"Subsidiary" has the same meaning as the term "subsidiary
corporation" in section 424(f) of the Code;
3. Eligibility. The Company may issue stock under this Plan
only to an Eligible Person and only to discharge accrued liabilities for
compensation due to such person for services rendered to the Company or a
Subsidiary, or as a retainer for future services to be rendered the
Company or a Subsidiary, provided that such issuance qualifies for
registration on Form S-8.
4. Issuance Price. Unless otherwise specifically provided in a
Board resolution authorizing an issuance of Stock under this Plan, or as
otherwise specified in a Stock Payment Agreement with the Participant,
the per share issuance price of such Stock will be equal to the average
of the Fair Market Values per share on the 10 trading days immediately
preceding the execution of a Stock Payment Agreement by a duly authorized
officer of the Company, and the issuance of the Stock under this Plan
will satisfy an amount of liability equal to the lesser of: (i) the Fair
Market Value of the shares on the issue date or (ii) the sum of the Fair
Market Value of any unsold shares and the actual net proceeds received by
the Participant from the sale of part or all of the shares as of the
ninetieth day after the issue date.
5. Administration.
(a) Authority and Discretion of Board. The Board will administer the
Plan, and will have full and final authority in its discretion, at any
time and from time to time, subject only to the express terms, conditions
and other provisions of the Company's charter and by-laws, this Plan, and
the specific limitations on such discretion set forth herein:
(i) to select and approve the persons who will be issued Stock under
this Plan from among Eligible Persons, and to authorize the issuance of
shares of Stock under the Plan to any person so selected in such number
as the Board may determine consistent with Section 4 hereof; and
(ii) to interpret this Plan, to prescribe, amend, and rescind rules
and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the operation and
administration of the Plan.
(b) Stock Payment Agreements. Stock may be issued hereunder only upon
the execution and delivery of a Stock Payment Agreement by a Participant
and a duly authorized officer of the Company. Stock will not be deemed
issued hereunder merely upon the authorization of such issuance by the
Board.
6. Shares Reserved for Issuance.
(a) Issuance Pool. The aggregate number of shares of Stock that may be
issued pursuant to this Plan may not exceed 5,000,000 (the "Issuance
Pool").
(b) Adjustments Upon Changes in Stock. In the event of any change in
the outstanding Stock of the Company as a result of a stock split,
reverse stock split, stock dividend, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made in
the aggregate number of shares of Stock in the issuance Pool that have
not been issued hereunder;
7. Terms of Stock Payment Agreements. Each issuance of Stock
under this Plan will be evidenced by a Stock Payment Agreement. Without
limiting the foregoing, each Stock Payment Agreement (unless otherwise
stated therein) will be deemed to include the following terms and
conditions.
(a) Qualification of Stock. The right to receive Stock authorized for
issuance under this Plan will be subject to the requirement that if at
any time the Board determines, in its discretion, that the listing,
registration or qualification of the shares of Stock to be received upon
any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority, is necessary or
desirable as a condition of or in connection with the issuance or the
acceptance of such shares by the Participant, such shares may not be
issued, unless and until such listing, registration, qualification,
consent or approval is effected or obtained free of any conditions not
acceptable to the Board, in its discretion.
(b) Representations, Warranties, and Agreements of Participants. By
accepting Stock under this Plan, a Participant will be deemed to
represent, warrant and agree as follows:
(i) The Participant understands that transfer of the Stock issued
hereunder requires full compliance with the provision of all applicable
laws.
(ii) Unless an exemption is available or a registration statement
is in effect with respect to the sale of Stock issued hereunder, the
Participant will accept the stock for the Participant's own account and
not with a view to distribution within the meaning of the 1933 Act, other
than as may be effected in compliance with the 1933 Act and the rules and
regulations promulgated thereunder.
(c) Compliance with Law. Notwithstanding any other provision of this
Plan, Stock may be issued hereunder only after there has been compliance
with all applicable federal and state securities laws, and such issuances
will be subject to this overriding condition. The Company will not be
required to register or qualify Stock issued hereunder with the
Securities and Exchange Commission or any state agency.
(d) Stock Certificates. Certificates representing the Stock issued
hereunder will bear any legends required by law and necessary to
effectuate this Plan's provisions. The Company may place a "stop
transfer" order against shares of Stock issued hereunder until all
restrictions and conditions set forth in this Plan and in the legends
referred to in this section 7(d) have been complied with.
(e) Other Provisions. The Stock Payment Agreement may contain such
other terms and conditions, including special forfeiture conditions,
rights of repurchase, rights of first refusal and other restrictions on
transfer of Stock not inconsistent with this Plan, as may be determined
by the Board in its sole discretion.
(f) Withholding Taxes. As a condition to the issuance of shares of
Stock under this Plan, the Participant will pay to the Company in cash,
or in such other form as the Board may determine in its discretion, the
amount of any tax withholding liability of the Company required in
connection with such issuance. For these purposes, "tax withholding
liability" will mean all federal and state income taxes, social security
tax, and any other taxes applicable to the compensation income arising
from the transaction required by applicable law to be withheld by the
Company. The Board, in its discretion, may permit a particular
Participant to pay all or a portion of the tax withholding liability
either by surrendering securities of the Company already owned by such
Participant or by withholding shares of Stock to be issued under the
particular Stock Payment Agreement, if the Board determines that the Fair
Market Value of such surrendered securities or withheld Stock is equal to
the corresponding portion of the tax withholding liability to be paid.
8. Amendments and Discontinuance. The Board may amend, suspend
or discontinue this Plan at any time or from time to time.
9. Citations to Statutes. References in this Plan to any
statutes, regulations, official forms or portions thereof are intended to
refer to the statutes, regulations, official forms or portions thereof in
force at the time of the Plan's adoption by the Board and as subsequently
amended, or to any substantially similar successor statutes, regulations,
official forms or portions thereof resulting from recodification,
renumbering, or other enactment or promulgation.
10. Notices. Any notice to be given to the Company under the
terms of this Plan or under a Stock Payment Agreement may be addressed to
the Company at its principal executive office, Attention: Corporate
Secretary, or at such other address as the Company may designate in
writing. Any notice to be given to an Participant will be addressed to
the Participant at the address set forth in the applicable Stock Payment
Agreement or otherwise provided to the Company by the Participant. Any
such notice will be deemed to have been duly given if and when enclosed
in a properly sealed envelope, addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office or branch
post office regularly maintained by the United States Government.
11. Governing Law. This Plan will be governed by, and construed
in accordance with, the laws of the State of Georgia, without regard to
the choice of law provisions of the law of the State of Georgia.
12. Copies of Plan. A copy of this Plan will be delivered to
each Participant at or before the time the Participant executes a Stock
Payment Agreement.
Exhibit 4.2
WasteMasters, Inc.
1999 EMPLOYEE, CONSULTANT AND ADVISOR STOCK COMPENSATION PLAN
STOCK PAYMENT AGREEMENT
1. Agreement to Accept and Issue Shares. The undersigned
employee, consultant or advisor (the "Participant") participating in the
1999 Employee, Consultant and Advisor Stock Compensation Plan (the
"Plan") of WasteMasters, Inc., a Maryland corporation (the "Company"),
hereby agrees to accept, and the Company agrees to issue, shares of the
Company's $.01 par value Common Stock, in accordance with Section 2 of
this Agreement. A copy of the Plan has been delivered to the
Participant. This Agreement is subject to all the terms and conditions
set forth herein as well as the terms and conditions of the Plan, which
are incorporated herein by reference. If there is any inconsistency or
discrepancy between the terms and conditions of this Agreement and the
Plan, the terms and conditions of the Plan will prevail.
2. Numbers and Purpose of Shares to be Issued.
a. The number of the shares to be issued and delivered by the
Company and accepted by the Participant under the Plan, and the amount of
the Company's compensation liability to the Participant to be
extinguished by such issuance, are set forth below:
No. of Shares Compensation Liability
Extinguished
The Participant agrees that the number of shares issued to the
Participant shall satisfy an amount of liability equal to the lesser of:
(i) the Fair Market Value of the shares on the issue date or (ii) the sum
of the Fair Market Value of any unsold shares and the actual net proceeds
received by the Participant from the sale of part or all of the shares as
of the ninetieth day after the issue date.
b. Any amount for wages described above is based upon the gross
wages of the Participant less any and all applicable tax and other
withholdings and deductions required by law, which the Company shall
remit directly to the appropriate authorities if and when due and owing.
3. Representation of Participant. The Participant represents
and acknowledges that the Participant:
a. has received, reviewed and understands the contents of the
document prepared by the Company entitled "Information for Participants,"
which contains information on the Plan, includes a copy of the Plan as
Exhibit A, and constitutes a prospectus under Section 10(a) of the
Securities Act of 1933, as amended;
b. has had an opportunity to request and, if so requested, to
copy or examine all documents, records and books pertaining to the
Participant's participation in the Plan, including all documents
specifically incorporated by reference in the prospectus discussed above;
c. has had an opportunity to ask questions of and, if asked, to
receive satisfactory answers from the Company, through its executive
officers and other representatives acting on its behalf, concerning the
terms and conditions for the Plan and the business, affairs and prospects
of the Company;
d. understands that the Company has not guaranteed the amount of
gross or net proceeds realizable to the Participant upon any sale of
shares of Common Stock of the Company received by the Participant under
the Plan;
e. is not a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with the Company; and
f. rendered bona fide services to the Company or a subsidiary of
the Company, as a result of which the compensation liability to be
extinguished by the Company's performance of this Agreement arose, and
such services were not rendered in connection with the offer or sale of
securities in a capital-raising transaction.
4. General
a. Binding Agreement; Non-Assignability. The terms and
conditions of this Agreement shall be binding upon and enure to the
benefit of the personal representatives, heirs, devisees, successors and
assigns of the respective parties hereto; but none of the rights or
obligations of the Participant under this Agreement are assignable.
b. Entire Agreement. This Agreement and any documents
incorporated herein by Reference constitute the entire understanding of
the parties with respect to the subject matter hereof and supersede all
prior agreements or understandings, written or oral, and no amendment,
modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing, dated after the date hereof and
duly approved and executed by each of the parties hereto.
c. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed to be illegal
or invalid for any reason whatever, such illegality or invalidity shall
not affect the validity of the remainder of this Agreement.
d. Headings. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to
describe, interpret, define or limit the scope, extent or intent hereof.
e. Application of Georgia Law. This Agreement, and the
application and Interpretation thereof, shall be governed exclusively by
its terms and conditions and by the laws of the State of Georgia, without
regard to the choice of law provisions of the State of Georgia. Venue
for purposes of enforcing this agreement shall be exclusively in the City
of Atlanta, Georgia.
f. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed
this Agreement on the dates set forth beneath their signatures below.
WASTEMASTERS, INC.
By:___________________________
Printed Name:__________________
Title:_________________________
Date:_________________________
PARTICIPANT:
Signature:______________________
Printed Name:___________________
Residence Address:_______________
_______________________________
Date:___________________________
Exhibit 5
[letterhead of Mottern, Fisher & Rosenthal, P.C.]
February 23, 1999
WasteMasters, Inc.
1117 Perimeter Center West
Suite 500 East
Atlanta, Georgia
Ladies and Gentlemen:
You have requested my opinion as counsel for WasteMasters, Inc., a
Maryland corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and the issuance by the Company of up
to 5,000,000 shares of Common Stock, issuable to under the 1999 Employee,
Consultant and Advisor Stock Compensation Plan of the Company.
I have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or
about February 23, 1999 (the "Registration Statement"). I further have
examined the Certificate of Incorporation, as amended, of the Company as
filed with the Secretary of State of the State of Maryland, the By-laws,
and the minute books of the Company as a basis for the opinion hereafter
expressed.
Based on the foregoing examination, I am of the opinion that, upon
issuance in the manner described in the Registration Statement, the
shares of Common Stock covered by the Registration Statement will be
legally issued, fully paid and nonassessable shares of the capital stock
of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Robert J. Mottern
Mottern, Fisher & Rosenthal, P.C.
Exhibit 23.1
[letterhead of Turner, Jones & Associates, P.C.]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of WasteMasters, Inc. of our report, dated on or
about April 8, 1998, and amended July 31, 1998, relating to the financial
statements of WasteMasters, Inc. for the year ended December 31, 1997,
included in the Form 10-KSB of WasteMasters, Inc. for the fiscal year
ended December 31, 1997
/s/ Turner, Jones & Associates, p.c.
Turner, Jones & Associates, p.c.
February 22, 1999
