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<TITLE>s801</TITLE>
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<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on February __, 2001</P>
<P ALIGN="CENTER">Registration No. ____________</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">WASHINGTON, D.C. 20549</P>
<P ALIGN="CENTER">Form S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER">WASTEMASTERS, INC.</P>
<P ALIGN="CENTER">(Exact Name of Registrant as Specified in Its Charter)</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="53%" VALIGN="TOP">
<P ALIGN="CENTER">Maryland</P>
<P ALIGN="CENTER">(State of Incorporation)</TD>
<TD WIDTH="47%" VALIGN="TOP">
<P ALIGN="CENTER">52-1507818</P>
<P ALIGN="CENTER">(IRS Employer ID No.)</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="CENTER">205 S. Bickford</P>
<P ALIGN="CENTER">EL Reno, Oklahoma 73036</P>
<P ALIGN="CENTER">(405) 262-0800</P>
<P ALIGN="CENTER">(Address and Telephone Number of Principal Executive Offices)</P>
<P ALIGN="CENTER">2001 Employee, Consultant and Advisor Stock Compensation Plan</P>
<P ALIGN="CENTER">(Full title of the plan)</P>
<P ALIGN="CENTER">A. Leon Blaser, Chief Executive Officer</P>
<P ALIGN="CENTER">WasteMasters, Inc.</P>
<P ALIGN="CENTER">205 S. Bickford</P>
<P ALIGN="CENTER">EL Reno, Oklahoma 73036</P>
<P ALIGN="CENTER">Telephone: (405) 262-0800</P>
<P ALIGN="CENTER">(Name and address of agent for service)</P>
<P ALIGN="CENTER">COPIES TO:</P>
<P ALIGN="CENTER">Robert J. Mottern, Esq.</P>
<P ALIGN="CENTER">Mottern, Fisher &amp; Goldman, P.C.</P>
<P ALIGN="CENTER">1900 Century Place, N.E., Suite 100</P>
<P ALIGN="CENTER">Atlanta, Georgia 30345</P>
<P ALIGN="CENTER">Telephone: (404) 634-2808</P>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=657>
<TR><TD VALIGN="TOP" COLSPAN=5>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER">Title of Securities to be Registered</U></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER">Amount to be Registered</U></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER">Proposed Maximum Offering Price per Share</U></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price</U></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<U><P ALIGN="CENTER">Amount of Registration Fee</U></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">Common Stock</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">15,000,000</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$0.10</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$1,500,000</TD>
<TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="CENTER">$375.00</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="JUSTIFY">(1) Calculated based on Rule 457 under the Securities Act of 193, as amended, solely for the purposes of calculating the registration fee and based upon the closing bid price of the Common Stock as reported on the OTC Bulletin Board on
February 5, 2001.</P>
<P>(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 provisions of the 2001 Employee,
Consultant and Advisor Stock Compensation Plan.</P>
<B><P ALIGN="CENTER">PART I</P>
<P>ITEM I.&#9;Plan Information. </P>
</B><P>Not required to be filed with this Registration Statement.</P>
<B><P>ITEM 2.&#9;Registrant Information and Employee Plan Annual Information.</P>
</B><P>Not required to be filed with this Registration Statement.</P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
</B><P>This Registration Statement on Form S-8 is being filed solely to register additional securities. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company's Registration
Statement on Form S-8 (No. 333-72795), originally filed with the Securities and Exchange Commission on February 23, 1999, relating to the 1999 Employee, Consultant and Advisor Stock Compensation Plan except for items that are restated in this Registration
Statement.</P>
<B><P>ITEM 3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The following documents are incorporated by reference in this registration statement:</P>
<OL TYPE="a">

<LI>Registrant's Annual Report on Form 10-KSB and Form 10-KSB/A for the fiscal year ended December 31, 1999, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;</LI>
<LI>Registrant's Quarterly Reports on Form 10-QSB and Form 10-QSB/A for the quarters ended March 31, 2000, June 30, 2000, and September 30, 2000, as amended;</LI>
<LI>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, 1999.</LI>
<LI>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.</LI></OL>

<B><P>ITEM 4.&#9;Description of Securities.</P>
</B><P>The Common Stock to be offered is registered under Section 12 of the Securities Exchange Act of 1934.</P>
<B><P>ITEM 5.&#9;Interests of Named Experts and Counsel.</P>
</B><P>Counsel for the Registrant, Mottern, Fisher &amp; Goldman, 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. Robert J. Mottern, a member of Mottern, Fisher &amp; Goldman, P.C., owns a warrant to purchase 1,500,000 shares of Common Stock at $0.10 per share. Mottern, Fisher &amp; Goldman, P.C., and members thereof, expect that they may be offered
shares of Common Stock registered under this Registration Statement in payment of the Registrant's obligations to the firm.</P>
<B><P>ITEM 6.&#9;Indemnification of Directors and Officers. </P>
</B><P>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.</P>
<P>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. </P>
<P>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.</P>
<B><P>ITEM 7.&#9;Exemption from Registration Claimed. </P>
</B><P>Not applicable.</P>
<B><P>ITEM 8.&#9;Exhibit.</P></B>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=657>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P><U>Exhibit No.</U></TD>
<TD WIDTH="84%" VALIGN="TOP">
<U><P ALIGN="CENTER">Exhibit</U></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P ALIGN="CENTER">5</TD>
<TD WIDTH="84%" VALIGN="TOP">
<P>Opinion re: Legality.</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P ALIGN="CENTER">10.1</TD>
<TD WIDTH="84%" VALIGN="TOP">
<P>WasteMasters, Inc. 2001 Employee, Consultant and Advisor Stock Compensation Plan.</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P ALIGN="CENTER">10.2</TD>
<TD WIDTH="84%" VALIGN="TOP">
<P>Form of Stock Payment Agreement under 2001 Employee, Consultant and Advisor Stock Compensation Plan.</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P ALIGN="CENTER">23.1</TD>
<TD WIDTH="84%" VALIGN="TOP">
<P>Consent of Turner, Jones &amp; 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, 1999.</TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<P ALIGN="CENTER">23.2</TD>
<TD WIDTH="84%" VALIGN="TOP">
<P>Consent of Mottern, Fisher &amp; 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).</TD>
</TR>
</TABLE>

<B><P>ITEM 9.&#9;Undertakings. </P>
</B><P>(a) The undersigned Registrant hereby undertakes:</P>
<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>
<P>(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</P>
<P>(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;</P>
<P>(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;</P>
<P>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.</P>
<P>(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.</P>
<P>(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.</P>
<P>(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.</P>
<P>(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.</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>&#9;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 EL Reno, State of Oklahoma, on December 13, 1999.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>WASTEMASTERS, INC.</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>Date: February 6, 2001</TD>
<TD WIDTH="50%" VALIGN="TOP">
<U><P>/s/ A. Leon Blaser</U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>By: A. Leon Blaser, Chief Executive Officer</TD>
</TR>
</TABLE>

<P>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.</P>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=657>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="CENTER"><U>Signature</U></TD>
<TD WIDTH="41%" VALIGN="TOP">
<U><P ALIGN="CENTER">Title</U></TD>
<TD WIDTH="26%" VALIGN="TOP">
<U><P ALIGN="CENTER">Date</U></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><P>/s/ A. Leon Blaser</P>
</U><P>A. Leon Blaser</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>Chairman and Chief Executive Officer</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>February 6, 2001</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><P>/s/ Frederick Beisser</P>
</U><P>Frederick Beisser</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>Director</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>February 6, 2001</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><P>/s/ Dennis O'Neill</P>
</U><P>Dennis O'Neill</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>Director</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>February 6, 2001</TD>
</TR>
</TABLE>

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s801
As filed with the Securities and Exchange Commission on February __, 2001
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
(State of Incorporation)
52-1507818
(IRS Employer ID No.)
205 S. Bickford
EL Reno, Oklahoma 73036
(405) 262-0800
(Address and Telephone Number of Principal Executive Offices)
2001 Employee, Consultant and Advisor Stock Compensation Plan
(Full title of the plan)
A. Leon Blaser, Chief Executive Officer
WasteMasters, Inc.
205 S. Bickford
EL Reno, Oklahoma 73036
Telephone: (405) 262-0800
(Name and address of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Mottern, Fisher & Goldman, P.C.
1900 Century Place, N.E., Suite 100
Atlanta, Georgia 30345
Telephone: (404) 634-2808
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock
15,000,000
$0.10
$1,500,000
$375.00
(1) Calculated based on Rule 457 under the Securities Act of 193, as amended, solely for the purposes of calculating the registration fee and based upon the closing bid price of the Common Stock as reported on the OTC Bulletin Board on
February 5, 2001.
(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 provisions of the 2001 Employee,
Consultant and Advisor Stock Compensation Plan.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to register additional securities. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company's Registration
Statement on Form S-8 (No. 333-72795), originally filed with the Securities and Exchange Commission on February 23, 1999, relating to the 1999 Employee, Consultant and Advisor Stock Compensation Plan except for items that are restated in this Registration
Statement.
ITEM 3.	Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration statement:
Registrant's Annual Report on Form 10-KSB and Form 10-KSB/A for the fiscal year ended December 31, 1999, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;
Registrant's Quarterly Reports on Form 10-QSB and Form 10-QSB/A for the quarters ended March 31, 2000, June 30, 2000, and September 30, 2000, as amended;
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, 1999.
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 & Goldman, 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. Robert J. Mottern, a member of Mottern, Fisher & Goldman, P.C., owns a warrant to purchase 1,500,000 shares of Common Stock at $0.10 per share. Mottern, Fisher & Goldman, P.C., and members thereof, expect that they may be offered
shares of Common Stock 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.	Exhibit.
Exhibit No.
Exhibit
5
Opinion re: Legality.
10.1
WasteMasters, Inc. 2001 Employee, Consultant and Advisor Stock Compensation Plan.
10.2
Form of Stock Payment Agreement under 2001 Employee, Consultant and Advisor Stock Compensation Plan.
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, 1999.
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.
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 EL Reno, State of Oklahoma, on December 13, 1999.
WASTEMASTERS, INC.
Date: February 6, 2001
/s/ A. Leon Blaser
By: A. Leon Blaser, Chief Executive Officer
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/ A. Leon Blaser
A. Leon Blaser
Chairman and Chief Executive Officer
February 6, 2001
/s/ Frederick Beisser
Frederick Beisser
Director
February 6, 2001
/s/ Dennis O'Neill
Dennis O'Neill
Director
February 6, 2001