WASTEMASTERS INC
NT 10-Q, 1999-11-15
MISC DURABLE GOODS
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                            UNITED STATES                 SEC File Number
                  SECURITIES AND EXCHANGE COMMISSION         0-12914
                        Washington, D.C. 20549
                                                           Cusip Number
                                                            941071 10 2
                              FORM 12b-25

                      NOTIFICATION OF LATE FILING

(Check One) __ Form 10-K  __ Form 20-F __ Form 11-K  X Form 10-Q
            __ Form N-SAR

               For Period Ended: September 30, 1999


                 [  ]     Transition Report on Form 10-K
                 [  ]     Transition Report on Form 20-F
                 [  ]     Transition Report on Form 11-K
                 [  ]     Transition Report on Form 10-Q
                 [  ]     Transition Report on Form N-SAR
                 For the Transition Period
Ended:____________________________

 READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT OR
TYPE

   Nothing in the 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

                          WASTEMASTERS, INC.
- ---------------------------------------------------------------------------
Full Name of Registrant


- ---------------------------------------------------------------------------
Former Name if Applicable

                           205 Bickford Avenue
- ---------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)

                        El Reno, Oklahoma 73036
- ---------------------------------------------------------------------------
City, State and Zip Code


PART II - RULES 12b-25(b) and (c)

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

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

 X       (b)     The subject annual report, semi-annual report, transition
 --              report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
                 portion thereof, will be filed on or before the fifteenth
                 calendar day following the prescribed due date; or the
                 subject quarterly report of transition report on Form 10-
                 Q, or portion thereof will be filed on or before the fifth
                 calendar day following the prescribed due date; and

 __      (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, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed with
the prescribed time period.  (Attach Extra Sheets if Needed)

The company has either ceased operations at its subsidiaries or
disposed of its operating subsidiaries since last year. Due to
financial circumstances, the company is operating with limited
accounting staff, and needs additional time to insure that its
reported results are accurate.

<PAGE>   2
PART IV - OTHER INFORMATION

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

            Douglas Holsted           (405)                262-0800
         ------------------------     -----------        ------------------
                (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 months or
         or such shorter period that the registrant was required to file
         such reports been filed?  If answer is no identify report(s).
         X  Yes   __ No
         --

(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?  X  Yes      No
                                            ---      ---
         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the
         reasons why a reasonable estimate of the results cannot be made:

         The company has either ceased operations at its subsidiaries or
         disposed of its operating subsidiaries since last year. Due to
         financial circumstances, the company is operating with limited
         accounting staff, and needs additional time to insure that its
         reported results are accurate.

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

                           WASTEMASTERS, INC.
             ------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

                                       WASTEMASTERS, INC.

Date  November 15, 1999                By /s/ Douglas Holsted
                                       -----------------------------------
                                       Douglas Holsted, President



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