8-K

                                  FORM 8-K


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC   20549



                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934


DATE OF REPORT (Date of earliest event reported): May 8, 1998


                    CREATIVE RECYCLING TECHNOLOGIES, INC. 
           (Exact name of registrant as specified in its charter)

                          
        Georgia                  0-28704               84-1122431
(State or other juris-            (Commission         (IRS Employer
diction of incorporation)         File Number)      Identification No.)

                          3500 Parkway Lane, Suite 435
                           Norcross, Georgia 30092
                  (Address of Principal Executive Offices)

               Registrant's telephone number:  (770)729-9010


                                  FORM 8-K

ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

Not applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

Not applicable.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5.   OTHER EVENTS

Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS

Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

Regulation
S-B Number         Exhibit

  4.1              Form of Series A Warrant Agreement

ITEM 8.   CHANGE IN FISCAL YEAR

Not applicable.

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

          The following information is furnished in accordance with Item 701
of Regulation S-B as to all equity securities of the Registrant sold by the
Registrant that were not registered under the Securities Act of 1933 ("Act")
in reliance upon Regulation S under the Act.

          A.   Title and Amount of Securities Sold and Date of the Transactions.

               On May 8, 1998, the Registrant sold 10,000 units for $1.50 per 
unit, each unit consisting of one share of Class A Common Stock and one Series A
Warrant. 

          B.   Name of Placement Agent and Description of Offerees 

               The Placement Agent was Brown & Lampe, Vienna, Austria.  The 
units were offered to non-U.S. persons by Brown & Lampe.

          C.   Consideration Received

               Total consideration paid was $15,000 ($1.50 per unit), an 
underwriting commission of $5,000 was paid, with Registrant receiving net funds 
of $10,000.

          D. Exemption from Registration Claimed 

              The securities were only offered to Non-U.S. persons eligible for 
utilization of Regulation S under the Act as not being a "U.S. person" as 
defined in Rule 902(o).  Each purchaser has executed a Subscription Agreement in
which the purchaser represents that he/she is a non-U.S. person and is otherwise
eligible to purchase securities in accordance with the exemption provided by 
Regulation S under the Securities Act of 1933.

          E.  Description of Convertible Securities

              Each Series A Warrant is convertible into one share of Class A 
Common Stock at an exercise price of $3.50 per share on or before December 31, 
2003.


                                 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 hereunto duly authorized.


                              CREATIVE RECYCLING TECHNOLOGIES, INC.

                              BY:  /s/ June M. Cuba 
                                   _____________________________               
                                   June M. Cuba, Vice President

EX-4.1

Warrant No. A-0_______                             _______ Series A Warrants
                                                   to Purchase Class A Common
                                                   Stock

              CREATIVE RECYCLING TECHNOLOGIES, INC.
        (Incorporated under the laws of the State of Georgia)

     CERTIFICATE FOR SERIES "A" WARRANTS TO PURCHASE CLASS A COMMON STOCK
  EXERCISABLE AT ANY DATE PRIOR TO 5:00 P.M., EASTERN TIME, DECEMBER 31, 2003

     This Warrant and any shares of Common Stock issuable upon exericise hereof 
have not been registered under the Securities Act of 1933 and may not be 
transferred, nor will any assignee or endorsee hereof be recognized as an owner 
hereof by the issuer for any purpose, unless a registration statement under the 
Securities Act of 1933, as amended, with respect to such shares shall then be in
effect or unless the availability of an exemption from registration with respect
to any proposed transfer or disposition of such shares shall be established to 
the satisfaction of counsel for the issuer. Any transfer of these securities is 
prohibited except in accordance with the provisions of Regulation S of the 
Securities and Exchange Commission

     THIS CERTIFIES THAT, for value received ____________ (the "Holder"), as 
registered owner of the above indicated number of Warrants, is entitled to at 
any time until 5:00 p.m. Eastern Time, December 31, 2003, or at such later date 
as the Company, by authorization of its Board of Directors, shall determine (the
"Exercise Period"), to subscribe for, purchase and receive up to _______________
shares of Class A Common Stock, no par value per share, fully paid and 
nonassessable (the "Common Stock"), of Creative Recycling Technologies, Inc., a 
Georgia corporation (the "Company"), at the price of $3.50 per share Company at 
the principal office of the Company; provided, however, that if the Company 
shall change the number of shares of its Common Stock issued and outstanding 
during the terms of this Warrant by dividend, split, reverse split, or sale, a 
proportionate adjustment shall be made to the number of shares of Common Stock 
to be issued upon the exercise of this Warrant, and to the Exercise Price herein
stated. 

     Upon exercise of the Warrant, the form of election hereinafter provided for
must be duly executed and the instructions for registration of the Common Stock 
acquired by such exercise must be completed.  If the subscription rights 
represented hereby shall not have been exercised by the expiration of the 
Exercise Period, this Warrant shall become void and without further force or 
effect, and all rights represented hereby shall cease and expire.  In the event 
of the exercise or assignment hereof in part only, the Company shall cause to be
delivered to the Holder a new warrant of like tenor to this Warrant in the name 
of the Holder evidencing the right of the Holder to purchase the number of 
shares of the Common Stock purchasable hereunder as to which this Warrant has 
not be exercised or assigned. In no event shall this Warrant (or the shares of 
the Common Stock issuable upon full or partial exercise hereof) be offered or 
sold except in conformity with the Securities Act of 1933, as amended.  The 
Company may deem and treat the registered Holder of this Warrant at any time as 
the absolute owner hereof for all purposes, and the Company shall not be 
affected by any notice to the contrary.  By acceptance of this Warrant, Holder 
represents that this Warrant and all shares of Common Stock acquired upon 
exercise hereof are acquired and will be acquired for the Holder's own account 
for investment and with no intention at the time of such purchase or acquisition
of distributing or reselling the same or any part thereof to the public and, in 
furtherance of this representation, agrees to execute and deliver to the Company
a subscription agreement containing customary investment intent representations 
and agrees that this Warrant and any Common Stock issued upon exercise hereof 
may be legended to prohibit transfer, sale, or other disposition except in 
compliance with such investment letter.

     This Warrant is redeemable by the Company at any time prior to its exercise
or expiration. The Company may call the Warrants for redemption by mailing a 
Notice of Redemption in writing to holder of record of this Warrant at least 
thirty days prior to the redemption date.  The redemption price of the Warrants 
is $0.0001 per Warrant. If the Holder does not exercise this Warrant prior to 
the redemption date, as set forth in the Company's Notice of Redemption, then 
the Holder will forfeit the right to purchase shares of Common Stock underlying 
the Warrants. After the redemption date, this Warrant will not have any value 
other than the right to receive the redemption price.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by 
its duly authorized officer and to be sealed with the seal of the Company this 
______ day of ____________, 1998.

                                 CREATIVE RECYCLING TECHNOLOGIES, INC..
S E A L

                                 BY:___________________________
                                     June Cuba, Secretary



                     CREATIVE RECYCLING TECHNOLOGIES, INC. 
                   TRANSFER FEE $10.00 PER CERTIFICATE ISSUED
                           WARRANT SUBSCRIPTION FORM

                         Dated:_________________, 199__

     The Undersigned hereby elects irrevocably to exercise the within Warrant 
and to purchase ________________ shares of Class A Common Stock of the Company 
("Common Stock"), called for thereby, and hereby makes payment of 
$_________________ (at the rate of $3.50 per share of Common Stock or the 
Exercise Price in effect at the date hereof) in cash or by money order or check 
payable to CREATIVE RECYCLING TECHNOLOGIES, INC., in payment of the Exercise 
Price pursuant thereto and, if such number of shares shall not be all of the 
shares purchasable hereunder, then a new Warrant Certificate of like tenor for 
the balance of the remaining shares purchasable hereunder shall be delivered to 
the Undersigned at the address stated below. Please issue the shares of Common 
Stock as to which this Warrant is exercised in accordance with the instructions 
given below.

                                     Signature: x___________________________

Signatures Guaranteed:                          x___________________________

By:______________________________


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name:_________________________________________________________________________
                           (Print in Block Letters)

Address:______________________________________________________________________

Social Security Number:_________________


                                   ASSIGNMENT
         (To be executed by the registered Holder to effect a transfer 
                             of the within Warrant)

     FOR VALUE RECEIVED, _____________________________________, does hereby 
sell, assign and transfer unto ___________________________________ the right to 
purchase _____________ shares of the Common Stock of the Company evidenced by 
the within Warrant, and does hereby irrevocably constitute and appoint 
___________________________________________ attorney to transfer such right on 
the books of the Company with full power of substitution in the premises.

Dated: ___________________, 199__.

                                    Signature: x____________________________

Signatures Guaranteed:                         x___________________________

By:_____________________________


NOTICE:     THE SIGNATURE TO THIS FORM TO ASSIGN MUST CORRESPOND WITH THE 
NAME(S) AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR 
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE 
GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A 
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.